LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E.
Counterparts; Effectiveness.
This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.
This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by Company and Requisite Lenders and receipt by Company and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.
COMPANY:
SCIENTIFIC GAMES CORPORATION
By:
Name:
Title:
LENDERS:
DLJ CAPITAL FUNDING, INC., as
Administrative Agent and Syndication Agent
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a Lender
By:
Name:
Title:
By:
Name:
Title:
LEHMAN COMMERCIAL PAPER INC.,
individually and as Documentation Agent
By:
Name:
Title:
LEHMAN BROTHERS INC., as Co-Arranger
By:
Name:
Title:
5
[LENDER]
By:
Name:
Title:
6
GUARANTORS:
ACKNOWLEDGMENT OF
SECOND AMENDMENT TO CREDIT AGREEMENT
Each of the undersigned, as (i) a Subsidiary Guarantor under that certain
Subsidiary
Guaranty dated as of October 6, 2000, (the "Guaranty") and/or (ii) a
grantor under the Collateral Documents referred to in the Credit Agreement,
hereby acknowledges that it has read this Second Amendment to Credit Agreement
(the "Agreement") and consents to the terms thereof and further hereby confirms
and agrees that, notwithstanding the effectiveness of this Agreement, the
obligations of the undersigned under the Subsidiary Guaranty and the Collateral
Documents shall not be impaired or affected and each of the Subsidiary Guaranty
and the Collateral Documents is, and shall continue to be, in full force and
effect and is hereby confirmed and ratified in all respects.
SCIENTIFIC GAMES MANAGEMENT CORPORATION
By:
Name:
Title:
AUTOTOTE SYSTEMS, INC.
By:
Name:
Title:
AUTOTOTE INTERNATIONAL, INC.
By:
Name:
Title:
AUTOTOTE ENTERPRISES, INC.
By:
Name:
Title:
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AUTOTOTE KENO CORPORATION
By:
Name:
Title:
SCIENTIFIC GAMES INTERNATIONAL, INC.
By:
Name:
Title:
ACRA ACQUISITION CORP.
By:
Name:
Title:
MARVIN H. SUGARMAN PRODUCTIONS, INC.
By:
Name:
Title:
AUTOTOTE GAMING, INC.
By:
Name:
Title:
8
AUTOTOTE DOMINICANA, INC.
By:
Name:
Title:
SCIENTIFIC GAMES HOLDING CORP.
By:
Name:
Title:
SCIENTIFIC GAMES (GREECE), INC.
By:
Name:
Title:
SCIENTIFIC ACQUISITION INC.
By:
Name:
Title:
SCIENTIFIC GAMES FINANCE CORPORATION
By:
Name:
Title:
9
SCIENTIFIC GAMES ROYALTY CORPORATION
By:
Name:
Title:
SCIGAMES
FRANCE INC.
By:
Name:
Title:
AUTOTOTE INTERACTIVE, INC.
By:
Name:
Title:
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