Exhibit 10.1
EXECUTION VERSION
SECOND AMENDMENT dated as of September 30, 2009 (this "Amendment"), to the
Credit Agreement dated as of June 9, 2008, (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among SCIENTIFIC
GAMES INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), SCIENTIFIC
GAMES CORPORATION, a Delaware corporation ("Holdings"), the several lenders from
time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the "Administrative Agent").
WHEREAS:
A.
Unless otherwise noted herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.
B.
The Borrower has requested that the Administrative Agent and the
Lenders amend certain provisions of the Credit Agreement.
C.
The Administrative Agent and the undersigned Lenders are willing
to amend certain provisions of the Credit Agreement, all 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 adequacy of which are hereby acknowledged, each of Holdings, the
Borrower, the Administrative Agent and the undersigned Lenders hereby agree as
follows:
SECTION 1.
AMENDMENTS TO CREDIT AGREEMENT.
THE CREDIT AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:
(A)
SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING DEFINITIONS IN PROPER ALPHABETICAL ORDER:
"ITALIAN CONCESSION": ANY CONCESSION AWARDED TO, OR AGREEMENT ENTERED INTO BY,
THE BORROWER, HOLDINGS, ANY SUBSIDIARY OF HOLDINGS OR ANY ITALIAN CONCESSION
VEHICLE BY OR WITH THE AMMINISTRAZIONE AUTONOMA DEI MONOPOLI DI STATO (OR OTHER
APPLICABLE ITALIAN GOVERNMENTAL AUTHORITY), WHETHER SUCH CONCESSION OR AGREEMENT
IS NOW EXISTING OR HEREAFTER ARISING AND ANY RENEWALS OF SUCH CONCESSION OR
AGREEMENT, WITH RESPECT TO THE PUBLIC GAMES KNOWN AS NATIONAL LOTTERIES IN ITALY
(WHETHER NOW EXISTING OR HEREAFTER ARISING), TOGETHER WITH ANY PROCEDURES,
ACTIVITIES, FUNCTIONS OR REQUIREMENTS IN CONNECTION THEREWITH (OR ANY AMENDMENT
OR SUPPLEMENT TO ANY SUCH CONCESSION, AGREEMENT, PROCEDURES, ACTIVITIES,
FUNCTIONS OR REQUIREMENTS).
"ITALIAN CONCESSION OBLIGATIONS": ANY PAYMENTS, COSTS, CONTRIBUTIONS OR
OBLIGATIONS (IN THE CASE OF CLAUSES (A) AND (B) HEREOF, IN AN AGGREGATE AMOUNT
(BASED ON THE FAIR MARKET VALUE THEREOF, AS REASONABLY DETERMINED IN GOOD FAITH
BY THE BORROWER, IN THE CASE OF NON-CASH ASSETS) NOT TO EXCEED THE AMOUNT SET
FORTH ON SCHEDULE 1.1(C)), MADE OR INCURRED BY ANY OF THE BORROWER, HOLDINGS OR
ANY SUBSIDIARY OF HOLDINGS (WHETHER DIRECTLY, OR INDIRECTLY TO OR THROUGH ANY
ITALIAN CONCESSION VEHICLE OR ANY OF ITS EQUITY HOLDERS OR MEMBERS) IN THE FORM
OF (AND INCLUDING ANY COSTS TO OBTAIN, OR CREDITS OR DISCOUNTS ASSOCIATED WITH)
(A) TENDER FEES, UP-FRONT FEES, BID OR PERFORMANCE BONDS, GUARANTEES,
REIMBURSEMENT OBLIGATIONS OR SIMILAR ARRANGEMENTS, CAPITAL REQUIREMENTS OR
CONTRIBUTIONS OR SIMILAR PAYMENTS OR OBLIGATIONS IN RESPECT OF ANY AWARD,
RENEWAL OR EXTENSION OF ANY ITALIAN CONCESSION OR THE FORMATION OF OR ENTRY INTO
OR CAPITALIZATION OF ANY ITALIAN CONCESSION VEHICLE, (B) OTHER PAYMENTS, COSTS,
CONTRIBUTIONS OR OBLIGATIONS (INCLUDING ANY CREDITS OR DISCOUNTS) IN CONNECTION