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 with obtaining, renewing or
extending any Italian Concession, or the formation of or entry into
or capitalization of any Italian Concession Vehicle, that are (and
are certified by the Borrower to be) incurred or agreed to in lieu
of payments, costs, contributions or obligations described in
clause (a) above or (c) commissions, payments or other
consideration (including any credits or discounts) paid or given to
any Italian Concession Vehicle or any of its equity holders or
members in connection with the direct or indirect provision by the
Borrower, Holdings or any Subsidiary of Holdings of goods or
services to any consortium, joint venture or other Person that is
awarded any concession by, or has an agreement with, the
Amministrazione Autonoma dei Monopoli di Stato (or other applicable
Italian governmental authority) (whether now existing or hereafter
arising and any renewals thereof) with respect to the public games
known as national lotteries in Italy (whether now existing or
hereafter arising) other than an Italian Concession.
“
Italian Concession Vehicle ”: any consortium, joint
venture or other Person entered into by the Borrower, Holdings
and/or any Subsidiary of Holdings or in which the Borrower,
Holdings and/or any Subsidiary of Holdings directly or indirectly
participates or has an interest or a contractual relationship,
which consortium, joint venture or other Person holds or is party
to an Italian Concession.
“ Second
Amendment ”: the Second Amendment, dated as of
September 30, 2009, to this Agreement.
(b)
Section 1.1 of the Credit Agreement is hereby further amended
by amending and restating the definition of “Applicable
Margin” 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
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recent
determination date; provided that, notwithstanding the
paragraph set forth beneath the table below, for a period of six
months beginning on the Second Amendment Effective Date, the
Applicable Margin (including for purposes of Section 3.9)
shall be deemed to be as specified in Category 1.
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Consolidated Leverage
Ratio
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Applicable Margin
for Eurocurrency
Loans
|
|
Applicable Margin for
Base Rate Loans
|
|
|
|
|
|
|
|
|
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Category 1
Greater than or equal to
4.25:1.00
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|
3.25
|
%
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2.25
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%
|
|
|
|
|
|
|
|
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Category 2
Less than 4.25:1.00 but greater than
or equal to 4.00:1.00
|
|
3.00
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%
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2.00
|
%
|
|
|
|
|
|
|
|
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Category 3
Less than 4.00:1.00 but greater than
or equal to 3.25:1.00
|
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2.75
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%
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1.75
|
%
|
|
|
|
|
|
|
|
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Category 4
Less than 3.25:1.00 but greater than
or equal to 2.75:1.00
|
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2.50
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%
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1.50
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%
|
|
|
|
|
|
|
|
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Category 5
Less than 2:75:1.00 but greater than
or equal to 2:25:1.00
|
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2.25
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%
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1.25
|
%
|
|
|
|
|
|
|
|
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Category 6
Less than 2.25:1.00
|
|
2.00
|
%
|
1.00
|
%
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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 Second Amendment 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)
Section 1.1 of the Credit Agreement is hereby further amended
by amending and restating the definition of “Commitment Fee
Rate” in its entirety as follows:
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“
Commitment Fee Rate ”: If the Consolidated Leverage
Ratio as of the most recent determination date is (a) greater
than or equal to 4.25:1.00, 0.75% per annum or (b) less than
4.25:1.00, 0.50% per annum; provided that for a period of
six months beginning on the Second Amendment Effective Date, the
Commitment Fee Rate shall be deemed to be 0.75% per annum.
For purposes of the foregoing, the Commitment Fee Rate shall be
adjusted, on and after the first Adjustment Date occurring after
the Second Amendment Effective Date, based on changes in the
Consolidated Leverage Ratio, with such adjustments to become
effective on the Adjustment Date and to remain in effect until the
next adjustment to be effected pursuant to this paragraph. If
any financial statements delivered to the Lenders pursuant to
Section 7.1 are not delivered within the time periods
specified therein, until the date that is three Business Days after
the date on which such financial statements are delivered, the
Commitment Fee Rate shall be 0.75%. On each Adjustment Date,
the Commitment Fee Rate be adjusted to be equal to the rate per
annum set forth in clause (a) or (b) above, as
applicable.”
(d)
Section 1.1 of the Credit Agreement is hereby further amended
by revising the definition of “Consolidated EBITDA” by
replacing the word “and” at the end of clause
(j) thereof with a comma and adding the following new clause
(l) immediately before the word “minus”
therein:
“and
(l) to the extent treated as an expense in the period paid or
incurred, any Italian Concession Obligations contemplated by clause
(a) or (b) of the definition thereof paid or incurred in
such period”.
(e)
Section 1.1 of the Credit Agreement is hereby further amended
by revising clause (b) of the proviso of the definition of
“Consolidated Total Debt” by replacing the words
“Convertible Debentures Repurchase Date” with the words
“the later of (x) the Convertible Debentures Repurchase
Date and (y) June 1, 2010”.
(f)
Section 1.1 of the Credit Agreement is hereby further amended
by revising the definition of “Foreign Currency” by
replacing the word “and” at the end of clause
(a) thereof with a comma, replacing the period at the end
thereof with the word “and”, and adding the following
new clause (c):
“(c) with respect
to any Incremental Term Loans (as defined in Section 4.17),
any currency approved by the Borrower, the lender or lenders
providing such Incremental Term Loans and (if such currency is
other than British Pounds Sterling or Euro) the Administrative
Agent.”
(g)
Section 1.1 of the Credit Agreement is hereby further amended
by revising the definition of “Permitted Additional Senior
Indebtedness” by adding the following at the end of the
parenthetical in clause (c) of the proviso
thereof:
“unless
such release of such Guarantee Obligation of the applicable
Subsidiary Guarantor in respect of the Obligations is in connection
with
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the repayment or
refinancing in full of the Obligations and the termination of the
Commitments”.
(h)
Section 1.1 of the Credit Agreement is hereby further amended
by (i) revising the definition of “Reinvestment
Notice” by adding the following immediately after the words
“Permitted Acquisition” therein:
“or to make
or incur an Investment to fund or satisfy any Italian Concession
Obligations not yet made or satisfied (or to deem all or a
specified portion of such Net Cash Proceeds to have been applied to
any such Investment made or incurred no more than three months
prior to the date of such notice; provided that, notwithstanding
the foregoing, as long as an Asset Sale is publicly announced not
more than three months after the making or incurrence of an
Investment to fund or satisfy any Italian Concession Obligations,
then all or a specified portion of the Net Cash Proceeds of such
Asset Sale may, when received, be deemed to have been applied to
any such Investment already made or incurred even if s
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