Exhibit 10.1
EXECUTION COPY
THIRD AMENDMENT dated as of
October 13, 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
revising the definition of “Permitted Additional Senior
Indebtedness” by replacing the word “five” in
clause (f) thereof with the word
“two”.
(b)
Section 1.1 of the Credit Agreement is hereby further amended
by revising the definition of “Permitted Additional
Subordinated Debt” by replacing the word “five”
in clause (e) thereof with the word
“two”.
(c)
Section 8.1 of the Credit Agreement is hereby amended by
adding the following new paragraph at the end thereof:
Notwithstanding
anything to the contrary in this Section 8.1, solely for
purposes of determining whether Holdings or the Borrower may incur
Permitted Additional Subordinated Debt or Permitted Additional
Senior Indebtedness, the required Consolidated Leverage Ratio,
Consolidated Senior Debt Ratio and
