Senior Subordinated Debentures and (b) any Asset Sales (up to a maximum of $125,000,000 Net Cash Proceeds in the aggregate) with respect to which a Reinvestment Notice is timely given; provided that (i) the Debenture Reserve Amount shall not at any time exceed the outstanding principal amount of the Convertible Senior Subordinated Debentures, and shall be reduced to zero on the Convertible Debentures Repurchase Date; and (ii) to the extent the Debenture Reserve Amount is increased as a result of Assets Sales, the Debenture Reserve Amount will be decreased if and to the extent that Term Loans are prepaid in lieu of reinvesting the Net Cash Proceeds therefrom pursuant to a Reinvestment Notice.

“ Defaulting Lender ” means any Revolving Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, (b) notified Holdings, the Borrower, the Administrative Agent, the Issuing Lenders, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“ GD Earnout Notes ”: promissory notes issued by Holdings, the Borrower or a Subsidiary in order to replace (and therefor defer payment of ) a portion of the earnout payments payable with respect to the Global Draw Acquisition in an amount the dollar equivalent of which is equal to the principal amount of such promissory notes; provided that:

(a)                                   the aggregate principal amount of GD Earnout Notes issued shall not exceed the equivalent of US$60,000,000;

(b)                                  the GD Earnout Notes shall not require any principal payment before September 30, 2010, but may be prepayable earlier at the option of the issuer of the GD Earnout Notes;

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(c)                                   obligors (whether as issuers or pursuant to Guarantee Obligations) in respect of any of the GD Earnout Notes that are Subsidiaries (but not Subsidiary Guarantors), shall not, in the aggregate (on a consolidated basis), account for more than 10% of Consolidated EBITDA for the most recent period of four consecutive fiscal quarters for which financial statements are available (determined on a pro forma basis for any transaction that affects such calculation), determined as of the date that any GD Earnout Note is issued or guaranteed by any such obligor, or as of the date of any merger, asset transfer or similar transaction that has the effect of increasing the percentage of Consolidated EBITDA represented by such obligors; and

(d)                                  obligations in respect of the GD Earnout Notes shall not be secured by any assets of any Loan Party.

“ Permitted Add-Backs ”:  (a) up to $18,753,000 in the aggregate of (i) charges associated with reductions in workforce in the fourth fiscal quarter of 2008, (ii) reserves for operating losses associated with the Borrower’s Oklahoma contract and (iii) reserves associated with the shutdown of the Borrower’s Mexican lottery operations, (b) up to a maximum of $15,000,000 of charges incurred during the 12-month period commencing on March 1, 2009, in connection with (i) reductions in workforce and (ii)  contract losses, discontinued operations, shutdown expenses and cost-reduction initiatives, and (c) reasonable and customary costs and fees incurred in connection with the Amendment; provided that Permitted Add-Backs shall not be deducted in determining Consolidated EBITDA for any purpose other than calculating the Consolidated Leverage Ratio or the Consolidated Senior Debt Ratio.

(b)  Amendment to definition of “Applicable Margin” .  The defined term “ Applicable Margin ”, as defined in Section 1.1 of the Credit Agreement, is hereby amended by amending and restating the definition in its entirety as follows:

“ Applicable Margin ”:  for any day with respect to a Loan, the applicable rate per annum set forth below under the caption “Applicable Margin for Eurocurrency Loans” or “Applicable Margin for Base Rate Loans”, as the case may be, based upon the Consolidated Leverage Ratio as of the most recent determination date; provided that prior to the date on which the financial statements specified in Section 7.1 for the first fiscal quarter ended after the Effective Date are required to be delivered, the Applicable Margin shall be deemed to be as specified in Category 2; provided further that, notwithstanding the paragraph set forth beneath the table below, from the Amendment Effective Date (as that term is defined in the Amendment) to the date the Compliance Certificate for the third fiscal quarter of 2009 is delivered pursuant to Section 7.2(b)(ii), the Applicable Margin for Eurocurrency Loans (including for the purposes of Section 3.9) shall be deemed to be 3.00% and the Applicable Margin for Base Rate Loans shall be deemed to be 2.00%.

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For purposes of the foregoing, the Applicable Margin shall be adjusted, on and after the first Adjustment Date (as defined below) occurring after the Effective Date, based on changes in the Consolidated Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant financial statements are delivered to the Lenders pursuant to Section 7.1 and to remain in effect until the next adjustment to be effected pursuant to this paragraph.  If any financial statements referred to above are not delivered within the time periods specified in Section 7.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the grid above shall apply.  On each Adjustment Date, the Applicable Margin shall be adjusted to be equal to the Applicable Margin opposite the Category determined to exist on such Adjustment Date from the financial statements relating to such Adjustment Date.

(c)  Amendment to definition of “Consolidated EBITDA” .  The defined term “ Consolidated EBITDA ”, as defined in Section 1.1 of the Credit Agreement, is hereby amended by amending and restating the definition in its entirety as follows:

“ Consolidated EBITDA ”:  for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) the earnout payments with respect to the Global Draw Acquisition, the Games Media Acquisition, the Racing Venue Acquisition and any Permitted Acquisitions (including any loss or expense with respect to earnout payments with respect to such acquisitions), (f) any extraordinary charges or losses determined in accordance with

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GAAP, (g) non-cash stock-based compensation expenses, (h) any expenses, charges or losses incurred after the Effective Date resulting from the Peru Investments in an aggregate amount (for all periods combined) not to exceed $3,000,000, (i) the non-cash portion of any non-recurring write-offs or write-downs as required in accordance with GAAP, (j) any advisory fees and related expenses paid to advisory firms in connection with Permitted Acquisitions and (k) any Permitted Add-Backs; provided that such amounts do not include (i) write-offs or write-downs of accounts receivable or inventory and (ii) except with respect to the Permitted Add-Backs, any write-off or write-down to the extent it is in respect of cash payments to be made in a future period and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income,  (b) any extraordinary income or gains determined in accordance with GAAP and (c) any income or gains with respect to earnout payments with respect to any acquisitions referred to in clause (e).  For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”) pursuant to any determination of the Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio, (i) if at any time during such Reference Period Holdings or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period Holdings or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period.

(d)  Amendment to definition of “Consolidated Total Debt” .  The defined term “ Consolidated Total Debt ”, as defined in Section 1.1 of the Credit Agreement, is hereby amended by amending and restating the definition in its entirety as follows:

“ Consolidated Total Debt ”:  at any date, the aggregate principal amount of all Indebtedness of Holdings and its Subsidiaries at such date, determined on a consolidated basis and required to be reflected on Holding’s balance sheet in accordance with GAAP, provided that (a) for purposes of determining the Consolidated Leverage Ratio as of any date of determination prior to the earlier of the Convertible Debentures Repurchase Date, and the date the Convertible Senior Subordinated Debentures are redeemed in full, cash and Cash Equivalents of the Loan Parties (to the extent that such cash and Cash Equivalents are (i) available to the Loan Parties without any restriction that would impair the application thereof to pay Indebtedness within three Business Days and (ii) not subject to any Liens other than (A) Liens created under the Loan Documents or (B) Liens arising by operation of law, or bankers Liens and brokers Liens arising under customary account agreements entered into in the ordinary course of business, in each case that do not impair access to such cash or Cash Equivalents), up to the Debenture Reserve Amount at such determination date, will be netted against the then outstanding principal amount of the Convertible Senior Subordinated Debentures (and Consolidated Total Debt thereby reduced to the extent of such netting), and (b) for purposes of determining the Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio as

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of any date of determination prior to the Convertible Debentures Repurchase Date, neither (i) the earnout payable with respect to the Global Draw Acquisition, upon their becoming due and payable, nor (ii) the principal amount of the GD Earnout Notes, shall be included as Indebtedness in the calculation of Consolidated Total Debt.

(e)  Amendment to definition of “Revolving Termination Date” . The defined term “ Revolving Termination Date ”, as defined in Section 1.1 of the Credit Agreement, is hereby amended by amending and restating the definition in its entirety as follows:

“ Revolving Termination Date ”:  the fifth anniversary of the Effective Date, if each of the Convertible Debentures Conditions and the Subordinated Notes Conditions have been satisfied or waived; provided that the Revolving Termination Date shall be deemed to mean (a) September 15, 2012, if the Convertible Debentures Conditions have been satisfied or waived, unless and until the Subordinated Notes Conditions have been satisfied or waived or (b) the Convertible Debentures Trigger Date, unless and until the Convertible Debentures Conditions have been satisfied or waived; provided further that, if any GD Earnout Notes are issued, then the Revolving Termination Date shall be deemed to mean (if earlier than the date that would otherwise apply based on the foregoing provisions of this definition) the date that is three months prior to the earliest date that any principal payment is required in respect of the GD Earnout Notes unless on such date (i) no GD Earnout Notes remain outstanding or (ii) the sum of the aggregate Available Revolving Commitments plus cash on hand and Cash Equivalents of the Loan Parties (to the extent that such cash and Cash Equivalents are (A) available to the Loan Parties without any restriction that would impair the application thereof to pay Indebtedness within three Business Days (it being understood that cash in an amount equal to the Debenture Reserve Amount at the time shall be treated as restricted for purposes of this determination) and (B) not subject to any Liens other than (1) Liens created under the Loan Documents or (2) Liens arising by operation of law, or bankers Liens and brokers Liens arising under customary account agreements entered into in the ordinary course of business, in each case that do not impair access to such cash or Cash Equivalents) is not less than $50,000,000 in excess of the amount required to repay the outstanding GD Earnout Notes in full.

(f)  Amendment to definition of “Term Loan Maturity Date” .  The defined term “ Term Loan Maturity Date ”, as defined in Section 1.1 of the Credit Agreement, is hereby amended by amending and restating the definition in its entirety as follows:

“ Term Loan Maturity Date ”:  the fifth anniversary of the Effective Date, if each of the Convertible Debentures Conditions and the Subordinated Notes Conditions have been satisfied or waived; provided that the Term Loan Maturity Date shall be deemed to mean (a) September 15, 2012, if the Convertible Debentures Conditions have been satisfied or waived, unless and until the Subordinated Notes Conditions have been satisfied or waived or (b) the Convertible Debentures Trigger Date, unless and until the Convertible Debentures Conditions have been satisfied or waived ; provided further that, if any GD Earnout Notes are issued, then the Term Loan Maturity Date shall be deemed to mean (if earlier than the date that would otherwise apply based on the foregoing

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provisions of this definition) the date that is three months prior to the earliest date that any principal payment is required in respect of the GD Earnout Notes unless on such date (i) no GD Earnout Notes remain outstanding or (ii) the sum of the aggregate Available Revolving Commitments plus cash on hand and Cash Equivalents of the Loan Parties (to the extent that such cash and Cash Equivalents are (A) available to the Loan Parties without any restriction that would impair the application thereof to pay Indebtedness within three Business Days (it being understood that cash in an amount equal to the Debenture Reserve Amount at the time shall be treated as restricted for purposes of this determination) and (B) not subject to any Liens other than (1) Liens created under the Loan Documents or (2) Liens arising by operation of law, or bankers Liens and brokers Liens arising under customary account agreements entered into in the ordinary course of business, in each case that do not impair access to such cash or Cash Equivalents) is not less than $50,000,000 in excess of the amount required to repay the outstanding GD Earnout Notes in full.

(g)  Addition of Section 3.15 of the Credit Agreement .  The Credit Agreement is hereby amended by the addition of Section 3.15, as follows:

3.15         Defaulting Lenders .             (a)  Notwithstanding any provision of this Agreement to the contrary, if a