SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2011 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as...

Exhibit 10.1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

October 18, 2011

among

WMS INDUSTRIES INC.,

as Borrower,

The other Loan Parties,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

X.X. XXXXXX SECURITIES LLC,

as Joint Bookrunner and Joint Lead Arranger,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

as Joint Bookrunner and Joint Lead Arranger,

and

BANK OF AMERICA, N.A.,

as Syndication Agent

and

KEYBANK NATIONAL ASSOCIATION, XXXXX FARGO BANK, NATIONAL

ASSOCIATION AND COMPASS BANK

as Co-Documentation Agents

and

UNION BANK N.A.

as Senior Managing Agent

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		1

Section 1.01 Defined Terms		1
Section 1.02 Classification of Loans and Borrowings		26
Section 1.03 Terms Generally		26
Section 1.04 Accounting Terms; GAAP		26

ARTICLE II THE CREDITS		27

Section 2.01 Commitments		27
Section 2.02 Loans and Borrowings		28
Section 2.03 Requests for Revolving Borrowings		29
Section 2.04 Increase in the Commitments		30
Section 2.05 Swingline Loans		31
Section 2.06 Letters of Credit		32
Section 2.07 Funding of Borrowings		37
Section 2.08 Interest Elections		38
Section 2.09 Termination and Reduction of Commitments		40
Section 2.10 Repayment of Loans; Evidence of Debt		40
Section 2.11 Prepayment of Loans		41
Section 2.12 Fees		42
Section 2.13 Interest		43
Section 2.14 Alternate Rate of Interest		44
Section 2.15 Increased Costs		45
Section 2.16 Break Funding Payments		46
Section 2.17 Taxes		47
Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs		48
Section 2.19 Mitigation Obligations; Replacement of Lenders		51
Section 2.20 Defaulting Lenders		52
Section 2.21 Foreign Exchange Rate		53

ARTICLE III REPRESENTATIONS AND WARRANTIES		54

Section 3.01 Organization; Powers		54
Section 3.02 Authorization; Enforceability		54
Section 3.03 Governmental Approvals; No Conflicts		54
Section 3.04 Financial Condition; No Material Adverse Change		54
Section 3.05 Properties		55
Section 3.06 Litigation and Environmental Matters		55
Section 3.07 Compliance with Laws, Online Gaming and Agreements		56
Section 3.08 Investment Company Status		56
Section 3.09 Taxes		56
Section 3.10 ERISA		56

TABLE OF CONTENTS

(continued)


	Page
Section 3.11 Insurance		56
Section 3.12 Subsidiaries		56
Section 3.13 Solvency		56
Section 3.14 Common Enterprise		57
Section 3.15 Indebtedness		57
Section 3.16 Margin Regulations		57
Section 3.17 Disclosure		57

ARTICLE IV CONDITIONS		58

Section 4.01 Effective Date		58
Section 4.02 Each Credit Event		59

ARTICLE V AFFIRMATIVE COVENANTS		60

Section 5.01 Financial Statements and Other Information		60
Section 5.02 Notices of Material Events		62
Section 5.03 Existence; Conduct of Business		63
Section 5.04 Payment of Obligations		63
Section 5.05 Maintenance of Properties; Insurance		63
Section 5.06 Books and Records; Inspection Rights		63
Section 5.07 Compliance with Laws		63
Section 5.08 Use of Proceeds and Letters of Credit		64
Section 5.09 Further Assurances		64

ARTICLE VI NEGATIVE COVENANTS		64

Section 6.01 Indebtedness		64
Section 6.02 Liens		67
Section 6.03 Fundamental Changes		67
Section 6.04 Change in Nature of Business		68
Section 6.05 Investments and Guarantees		68
Section 6.06 Restricted Payments		71
Section 6.07 Transactions with Affiliates		71
Section 6.08 Financial Covenants		72
Section 6.09 Subordinated Debt		72
Section 6.10 Patriot Act		72

ARTICLE VII EVENTS OF DEFAULT		73

ARTICLE VIII THE ADMINISTRATIVE AGENT		75

ARTICLE IX MISCELLANEOUS		77

Section 9.01 Notices		77
Section 9.02 Waivers; Amendments		79

TABLE OF CONTENTS

(continued)


	Page
Section 9.03 Expenses; Indemnity; Damage Waiver		80
Section 9.04 Successors and Assigns		81
Section 9.05 Survival		84
Section 9.06 Counterparts; Integration; Effectiveness		85
Section 9.07 Severability		85
Section 9.08 Right of Setoff		85
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process		86
Section 9.10 WAIVER OF JURY TRIAL		86
Section 9.11 Headings		87
Section 9.12 Confidentiality		87
Section 9.13 Interest Rate Limitation		87
Section 9.14 USA PATRIOT Act		88
Section 9.15 Cooperation with Gaming Boards		88
Section 9.16 Judgment Currency		88
Section 9.17 Effect of Amendment and Restatement; Reaffirmation of other Loan Documents		89

ARTICLE X GUARANTY		89

Section 10.01 Guaranty		89
Section 10.02 Guaranty of Payment		89
Section 10.03 No Discharge or Diminishment of Subsidiary Guaranty		90
Section 10.04 Defenses Waived		90
Section 10.05 Rights of Subrogation		91
Section 10.06 Reinstatement; Stay of Acceleration		91
Section 10.07 Information		91
Section 10.08 Termination		91
Section 10.09 Taxes		92
Section 10.10 Maximum Liability		92
Section 10.11 Contribution		92
Section 10.12 Liability Cumulative		93

iii

EXHIBITS :


Exhibit A	–	Form of Assignment and Assumption
Exhibit B	–	Form of Document Checklist
Exhibit C	–	Compliance Certificate
Exhibit D	–	Joinder Agreement

OTHER SCHEDULES:


Schedule 1.01	–	Foreign Currency Administrative Schedule
Schedule 2.01	–	Commitments
Schedule 2.06	–	Existing Letters of Credit

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among WMS INDUSTRIES INC., a Delaware corporation, the other Loan Parties, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WHEREAS, Borrower, the other Loan Parties, certain Lenders (the “Restatement Lenders”) and the Administrative Agent are parties to a certain Amended and Restated Credit Agreement dated as of September 25, 2009 (as heretofore amended, restated, supplemented or otherwise modified from time to time, the “Restated Agreement”) and various other agreements;

WHEREAS, Borrower has requested that the Administrative Agent and Restatement Lenders amend and restate the Restated Agreement in order to, among other things, increase the amount of the Commitments (as such term is defined in the Restated Agreement);

WHEREAS, certain new Lenders will become party hereto and the Commitments will be amended and reallocated to the Lenders on the date hereof as set forth on Schedule 2.01 hereto;

WHEREAS, as of the date hereof, certain Letters of Credit (as such term is defined in the Restated Agreement) are outstanding which shall, on the date hereof, be deemed to be Letters of Credit hereunder and governed by the terms hereof;

WHEREAS, the Administrative Agent and Lenders are willing to amend and restate the Restated Agreement, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, it is the intention of the parties to this Agreement that upon execution of this Agreement, the Restated Agreement (and, except as otherwise set forth in the following proviso, all obligations and rights of any party thereunder), shall be amended and restated by this Agreement; provided however, the obligations to repay the loans and advances arising under the Restated Agreement shall continue in full force and effect but shall now be governed by the terms of this Agreement and the other Loan Documents (as defined below);

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrower, the other Loan Parties, the Lenders and the Administrative Agent agree to amend and restate the Restated Agreement as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Account” has the meaning set forth in Article 9 of the UCC.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which Borrower or any of its Subsidiaries (a) acquires any going concern or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“Additional Commitment Lender” has the meaning assigned to such term in Section 2.04.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A. or any of its Affiliates in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page1 (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Applicable Guarantor Percentage” has the meaning set forth in Section 10.11.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided that in the case of Section 2.20 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Applicable Rate” means, for any day, with respect to any ABR Loan, Eurodollar Loan or Eurocurrency Loan or with respect to the Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth next to the caption “ABR Spread”, “Eurodollar Spread”, “Eurocurrency Spread” or “Commitment Fee”, as the case may be, based upon Borrower’s Status (Level I, Level II, or Level III Status as defined below) as reflected in the then most recent Financials (subject to the final paragraph of this definition):


APPLICABLE RATE	LEVEL I STATUS			LEVEL II STATUS			LEVEL III STATUS
ABR Spread		0.25	%		0.50	%		0.75	%
Eurodollar Spread and Eurocurrency Spread		1.25	%		1.50	%		1.75	%
Commitment Fee		0.20	%		0.25	%		0.30	%

For the purposes of this definition, the following terms have the following meanings, subject to the final paragraph of this definition:

“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, the Consolidated Net Funded Indebtedness to EBITDA Ratio is less than or equal to 1.00 to 1.00.

“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status and (ii) the Consolidated Net Funded Indebtedness to EBITDA Ratio is less than or equal to 2.00 to 1.00.

“Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Consolidated Net Funded Indebtedness to EBITDA Ratio is greater than 2.00 to 1.00.

The Applicable Rate shall be determined in accordance with the foregoing table based on the Borrower’s status (Level I, Level II, or Level III Status) as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Rate shall be effective five (5) Business Days after the Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Agent at the time required pursuant to this Agreement, then the Applicable Rate shall be the highest Applicable Rate set forth in the foregoing table until five (5) days after such Financials are so delivered. Based upon the Financials (as such term is defined in the Restated Agreement) delivered by Borrower under the Restated Agreement, until the next such adjustment date occurring after the Effective Date, Borrower’s status shall be Level I.

Notwithstanding the foregoing, in the event that any of the Financials or related Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined based on the corrected Compliance Certificate, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent for the benefit of the Lenders in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative Agent or the Lenders under any other provision of this Agreement including, without limitation, under Article VII.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means WMS Industries Inc., a Delaware corporation.

“Borrowing” means (a) Revolving Loans in Dollars of the same Type, made, converted or continued on the same date, Foreign Currency Loans in the same Foreign Currency made or continued on the same date and, in the case of Eurodollar Loans or Foreign Currency Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Date” means any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Illinois or New York City are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan or Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in eurocurrency deposits in the London interbank market and (b) with respect to notices and determinations in connection with, and payments of principal and interest on, Foreign Currency Loans (i) such day is also a day for trading by and between banks in deposits for the applicable Foreign Currency in the interbank eurocurrency market, (ii) with respect to Foreign Currency Loans denominated in Euros, such day is also a TARGET Day (as determined by the Administrative Agent) and (iii) with respect to Foreign Currency Loans denominated in a Foreign Currency other than Euros, such day is also a day on which banks are open for dealings in such Foreign Currency in the city which is the principal financial center of the country of issuance of the applicable Foreign Currency.

“Calculation Date” means the last Business Day of each calendar month (or any other day selected by the Administrative Agent); provided that (a) the second Business Day preceding (or such other Business Day as the Administrative Agent shall deem applicable with respect to any Foreign Currency in accordance with rate-setting convention for such Foreign Currency) (i) each Borrowing Date with respect to any Foreign Currency Loan or (ii) any date on which a Foreign Currency Loan is continued shall also be a “Calculation Date”, (b) each Borrowing Date with respect to any other Loan made hereunder shall also be a “Calculation Date” and (c) the date of issuance, amendment, renewal or extension of a Letter of Credit shall also be a Calculation Date.

“Capital Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of Borrower and its Subsidiaries prepared in accordance with GAAP, except for expenditures classified in accordance with GAAP as gaming operations equipment therein.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” of any Person means any of the following types of Investments:

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof;

(c) commercial paper issued by any Person (other than such Person and its Affiliates) organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Xxxxx’x or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

(d) money market funds registered under the Investment Company Act of 1940 which comply with the criteria set forth in Securities Exchange Commission Rule 2a-7, which are administered by financial institutions that have the highest rating obtainable from either Xxxxx’x or S&P, have portfolio assets of at least $5,000,000 and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“Change in Control” means:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”) whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a majority of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c) any Person or two or more Persons acting in concert shall have acquired, by contract or otherwise, the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Borrower, or control over the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing a majority of the combined voting power of such securities.

“Change in Law” means (a) the adoption of any law, rule, regulation or treaty after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), (c) or (d), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines and directives with respect to Basel III promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, shall in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued or implemented.

“Charges” has the meaning assigned to such term in Section 9.13.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

“Closing Document List” means the closing document checklist attached hereto as Exhibit B.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Co-Documentation Agents” means KeyBank, National Association, Xxxxx Fargo Bank, National Association and Compass Bank, in their respective capacities as Co-Documentation Agents.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and Foreign Currency Loans, and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) increased from time to time in accordance with Section 2.04, (b) reduced from time to time pursuant to Section 2.09 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $400,000,000.

“Commitment Fee” has the meaning assigned to such term in Section 2.12.

“Commitment Increase” has the meaning assigned to such term in Section 2.04.

“Commitment Increase Date” has the meaning assigned to such term in Section 2.04.

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).

“Consolidated Capital Expenditures” means, for any period, the Capital Expenditures of Borrower and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.

“Consolidated EBITDA to Interest Expense Ratio” means, as of the last day of any fiscal quarter, for the four fiscal quarter period ended on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, (a) without duplication and to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense for such period, (ii) expense for taxes accrued for such period, (iii) Consolidated Share-Based Payment Expenses for such period, (iv) depreciation and amortization for such period, (v) extraordinary charges for such period, (vi) any other non-cash charges for such period, including non-cash impairment and restructuring charges and asset write-downs without duplication from (i) through (v) above, and excluding any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period), and (vii) up to $14 million of cash-based impairment and restructuring charges being recorded in the quarter ending September 30, 2011, minus, (b) without duplication and to the extent included in Consolidated Net Income, any extraordinary gains and any non-cash items of income for such period, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Free Cash Flow” shall mean, with respect to any period, Consolidated EBITDA for such period less the sum of (i) Consolidated Capital Expenditures for such period (excluding cash expenditures for gaming operations equipment), plus (ii) cash interest paid for such period, plus (iii) cash taxes paid for such period, all calculated for Borrower and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date, the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such date in accordance with GAAP.

“Consolidated Interest Expense” means, with reference to any period, the interest expense, premium payments, debt discounts, fees, charges and related expenses in connection with Consolidated Indebtedness, interest paid or accrued with respect to wide-area progressive jackpot liabilities and any other expense classified as interest expense under GAAP, for Borrower and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.

“Consolidated Liquidity” means, as of any date, an amount equal to the sum of (a) Revolving Loan Availability as of such date plus (b) Borrower’s and its Subsidiaries’ unrestricted cash, Cash Equivalents, other short-term (less than one year) investments and readily marketable securities, as of such date, all calculated on a consolidated basis as of such date in accordance with GAAP.

“Consolidated Net Funded Indebtedness” means, at any particular time, Consolidated Indebtedness minus the amount of cash at such time in excess of $50,000,000 which is unrestricted, not subject to Liens and held in the United States.

“Consolidated Net Funded Indebtedness to EBITDA Ratio” means, as of the last day of any fiscal quarter, the ratio of Consolidated Net Funded Indebtedness as of such day to Consolidated EBITDA for the four fiscal quarters ending on such day.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.

“Consolidated Share-Based Payment Expenses” means, with reference to any period, the Share-Based Payment Expenses of Borrower and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans (including Foreign Currency Loans) or participations in Letters of Credit or Swingline Loans within three (3) Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Banks, 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 generally under other agreements in which it commits to extend credit, (c) failed, within three (3) 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 (including Foreign Currency 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 (3) 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, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business 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, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business 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.

“Disclosure Schedules” means those certain disclosure schedules dated as of the date of this Agreement and delivered to Agent and Lenders pursuant to this Agreement.

“Disposition” means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which Borrower or any of its Subsidiaries (a) sells or otherwise transfers all or substantially all of its assets, all or substantially all of the assets of any of its business units or divisions or any substantial portion of its assets outside the ordinary course of business or (b) directly or indirectly sells or otherwise transfers at least a majority (in number of votes) of the Equity Interests of any Subsidiary which has ordinary voting power for the election of directors or other similar management personnel of a Subsidiary (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Subsidiary.

“Dollar Equivalent” means with respect to an amount denominated in any currency other than Dollars, the equivalent in Dollars of such amount determined at the Exchange Rate on the most recent Calculation Date.

“Dollars”, “dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary which is organized under the laws of the United States of America, any state of the United States of America or the District of Columbia.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) with respect to clause (a), (b), (c) and (d), the Administrative Agent, the Issuing Banks and the Swingline Lender, and (ii) with respect to clause (d) only, unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld); provided that notwithstanding the foregoing, (A) “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries and (B) to the extent required under applicable Gaming Laws, each Eligible Assignee must be registered with, approved by, or not disapproved by (whichever may be required under applicable Gaming Laws), all applicable Gaming Boards and may not be the subject of a Lender Disqualification.

“Eligible Currency” means any currency other than Dollars (i) that is readily available, (ii) that is freely traded, (iii) in which deposits are customarily offered to banks in the London interbank market, (iv) which is convertible into Dollars in the international interbank market and (v) as to which an Dollar Equivalent amount may be readily calculated.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any act or event of the type described in the foregoing clause (a) through (d) that has actually occurred.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Euro” when used other than as a prefix, means the single currency of participating member states of the European Union.

“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Eurocurrency Rate.

“Eurocurrency Base Rate” means with respect to each Interest Period pertaining to a Foreign Currency Loan, the rate per annum determined on the basis of the rate for deposits for the applicable Foreign Currency for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period (or such other Business Day as the Administrative Agent shall deem applicable with respect to any Foreign Currency). In the event that such rate does not appear on such page (or otherwise on such screen), the “Eurocurrency Base Rate” shall be determined by reference to such other comparable publicly available service for displaying rates for deposits for the applicable Foreign Currency as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered deposits in such Foreign Currency at or about 11:00 A.M., London time, two (2) Business Days prior to the beginning of such Interest Period (or such other Business Day as the Administrative Agent shall deem applicable with respect to any Foreign Currency) in the interbank market where its foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Eurocurrency Rate” means with respect to any Foreign Currency Loan for any Interest Period, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurocurrency Base Rate multiplied by (b) the Statutory Reserve Rate.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Rate” means with respect to any non-Dollar currency on any date, the rate at which such currency may be exchanged into Dollars, as set forth on such date on the relevant Reuters currency page at or about 11:00 A.M., London time, on such date. In the event that such rate does not appear on any Reuters currency page, the “Exchange Rate” with respect to such non-Dollar currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such “Exchange Rate” shall instead be the Administrative Agent’s spot rate of exchange in the interbank market where its foreign currency exchange operations in respect of such non-Dollar currency are then being conducted, at or about 10:00 A.M., Local Time, on such date for the purchase of Dollars with such non-Dollar currency, for delivery two Business Days later; provided, that if at the time of any such determination, no such spot rate can reasonably be quoted, the Administrative Agent may use any reasonable method as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Borrower under the Loan Documents, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender (including FATCA) at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement and any regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means the letter dated as of September 22, 2011, among the Borrower, the Administrative Agent and other parties thereto, and any other fee letter dated after the date of this Agreement among Administrative Agent and the Borrower related to this Agreement and providing for the payment of fees to Administrative Agent for its account and/or for the account of the Lenders.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Financials” means the annual or quarterly consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant to this Agreement.

“Foreign Currency” means the currencies of Australia, Canada and the United Kingdom, the Euro so long as such currencies continue to be Eligible Currencies and any additional currency (other than the Dollar) that is an Eligible Currency and is approved by Administrative Agent and each Lender. If, after the designation by the Lenders of any currency as a Foreign Currency, (x) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (y) such currency is, in the determination of the Administrative Agent, no longer readily available or freely traded or (z) in the determination of the Administrative Agent, the Dollar Equivalent of such currency is not readily calculable, the Administrative Agent shall promptly notify the Lenders and the Borrower, and such currency shall no longer be a Foreign Currency until such time as all of the Lenders agree to reinstate such currency as a Foreign Currency and promptly, but in any event within five Business Days of receipt of such notice from the Administrative Agent, the Borrower shall repay all Loans in such affected currency.

“Foreign Currency Administrative Schedule” means Schedule 1.01 to this Agreement, which contains administrative information in respect of each Foreign Currency and each Foreign Currency Loan.

“Foreign Currency Credit Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s Foreign Currency Loans, and (b) its LC Exposure denominated in a Foreign Currency (including any portion of such LC Exposure allocated to it pursuant to Section 2.20) at such time. For purposes of calculating the Foreign Currency Credit Exposure, the principal amount of any Foreign Currency Loan or LC Exposure denominated in a Foreign Currency shall be the Dollar Equivalent of such Foreign Currency Loan or LC Exposure as determined on the most recent Calculation Date.

“Foreign Currency Loan” means Revolving Loans denominated in any Foreign Currency.

“Foreign Currency Sublimit” means $50,000,000.

“Foreign Currency Tranche” means the collective reference to Foreign Currency Loans which (a) are denominated in the same Foreign Currency and (b) have current Interest Periods which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America.

“Gaming Authorization” means any and all permits, licenses and other authorizations issued by any Governmental Authority required by any applicable Gaming Law to enable the Borrower or any Subsidiary who engages in the gaming, gambling or casino business (including, without limitation, over the internet) to engage in the gaming, gambling or casino business as conducted by Borrower or such Subsidiary (directly or indirectly through a joint venture or partnership) from time to time, except for individual approvals of equipment, software and forms of agreement obtained in the ordinary course of business, the revocation, non-renewal or loss of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

“Gaming Board” means any Governmental Authority that holds regulatory, licensing or permit authority over gambling, gaming or casino activities (including without limitation, such activities conducted over the internet) conducted by the Borrower or any of its Subsidiaries (directly or indirectly through a joint venture or partnership) within its jurisdiction.

“Gaming Laws” means all laws, rules and regulations pursuant to which any Gaming Board possesses regulatory, licensing or permit authority over gambling, gaming or casino activities (including without limitation, such activities conducted over the internet) conducted by the Borrower or any of its Subsidiaries (directly or indirectly through a joint venture or partnership) within its jurisdiction.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business; (ii) minimum guaranteed royalty or license payments under any license agreement entered into by Borrower or a Subsidiary in the ordinary course of business consistent with past practice pursuant to which such Borrower or Subsidiary licenses intellectual property used in its business or operations; or (iii) Intercompany Support Letters.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable, accrued liabilities and obligations under intellectual property licenses, in each case, incurred in the ordinary course of business and customer deposits), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments and (i) net obligations of such Person under any Swap Agreements; provided that, “Indebtedness” shall exclude Intercompany Support Letters. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03.

“Information” has the meaning assigned to such term in Section 9.12.

“Information Memorandum” has the meaning assigned to the term “Information Materials” in the commitment letter dated as of September 22, 2011 among Borrower, Administrative Agent and other parties named therein, including, without limitation, the WMS Industries, Inc. Bank Meeting Presentation dated September 22, 2011.

“Intercompany Support Letter” means any “keep well agreement”, “comfort letter” and other similar letter in each case provided by a Loan Party or any Subsidiary to any other Loan Party or Subsidiary or to the auditors or board of directors of any other Loan Party or Subsidiary in which the providing Person states its intention or policy to (a) cause such other Loan Party or Subsidiary to meet its obligations, (b) ensure that such other Loan Party or Subsidiary will meet its obligations or (c) indemnifies and holds harmless such other Loan Party or Subsidiary from and against certain obligations, in each case, where (i) the obligations that are the subject of such letter are not specifically identified in such letter or are not known to exist at the time such letter is provided (and such letter is not provided in contemplation of specific obligations to be incurred thereafter), (ii) any obligations of the providing Person under such letter are contingent and (iii) such letters are not legally enforceable in favor of any third party.

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan or Foreign Currency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing or Foreign Currency Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means with respect to any Eurodollar Borrowing or Foreign Currency Loan, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing or Foreign Currency Loan only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing or Foreign Currency Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be (a) with respect to a Eurodollar Borrowing, the effective date of the most recent conversion or continuation of such Eurodollar Borrowing and (b) with respect to Foreign Currency Loan, the effective date of the most recent continuation of such Foreign Currency Loan.

“Inventory” has the meaning set forth in Article 9 of the UCC.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness or other obligation of, or purchase or other acquisition of any other Indebtedness or other obligation of or interest in, another Person, (c) the purchase or other acquisition (in one transaction or a series of related transactions) of assets of another Person that constitute a business unit or substantially all of the business of, such Person or (d) any Intercompany Support Letter. For purposes of covenant compliance, (i) the amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable primary obligation (including the principal amount of any Indebtedness guaranteed), or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith, (ii) an Investment in respect of an Intercompany Support Letter shall be deemed to occur upon the investment of an amount thereunder (and not upon the issuance of such Intercompany Support Letter) without adjustment for subsequent increases or decreases in the value of such Investment, and (iii) the amount of any other Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Issuing Bank” means JPMorgan Chase Bank, N.A. and Bank of America, N.A., in its respective capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Each of the Issuing Banks may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“JPMEL” means X.X. Xxxxxx Europe Limited and its successors.

“Joinder Agreement” has the meaning assigned to such term in Section 5.09.

“Judgment Currency” has the meaning assigned to such term in Section 9.16.

“Judgment Currency Conversion Date” has the meaning assigned to such term in Section 9.16.

“LC Application” has the meaning assigned to such term in Section 2.06(b).

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.For purposes of calculating the LC Exposure, the principal amount of any LC Exposure denominated in a Foreign Currency shall be the Dollar Equivalent of such LC Exposure as determined on the most recent Calculation Date.

“LC Fee” has the meaning assigned to such term in Section 2.12(b).

“Lender Disqualification” means, with respect to any Lender: (a) the failure of that Lender timely to file pursuant to applicable Gaming Laws (i) any application requested of the Lender by any Gaming Board in connection with licensing required of that Lender as a lender to Borrower or (ii) any required application or other papers in connection with a determination of the suitability of the Lender as a lender to Borrower; (b) the withdrawal by that Lender (except where requested or permitted, without prejudice, by the applicable Gaming Board) of any such application or other required papers; or (c) any final determination by a Gaming Board pursuant to applicable Gaming Laws (i) that the Lender is “unsuitable” as a lender to Borrower, (ii) that the Lender shall be “disqualified” as a lender to Borrower or (iii) denying a finding of suitability as a lender to Borrower or denying the issuance to the Lender of any license required under applicable Gaming Laws to be held by all lenders to Borrower.

“Lenders” means the Persons listed on Schedule 2.01, any Additional Commitment Lender and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters Screen LIBOR01 Page1 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, three Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period; provided that, with respect to a Eurodollar Borrowing requested less than three Business Days before the date of the proposed Borrowing, such rate may be the spot rate as determined by Administrative Agent from such service, or any successor to or substitute for such service providing rate quotations comparable to those currently provided by service, at approximately 11:00 a.m., London time, one Business Day prior to the commencement of such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, three Business Days prior to the commencement of such Interest Period provided that, with respect to a Eurodollar Borrowing requested less than three Business Days before the date of the proposed Borrowing, such rate may be the spot rate at which Dollar deposits of $5,000,000 are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, one Business Day prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement, any Notes, the LC Applications, each Subsidiary Guaranty, each Fee Letter and all other agreements, instruments, documents and certificates identified or referred to in Section 4.01 or from time to time executed and/or delivered to, or in favor of, Administrative Agent or any Lenders to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Parties” means Borrower, and each Subsidiary of Borrower who is or becomes a party to this Agreement pursuant to a Joinder Agreement and its successors and assigns.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Local Time” means (a) with respect to Foreign Currency Loans, local time in London and (b) with respect to Eurodollar Loans, local time in New York City.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower or any Subsidiary to perform its obligations under this Agreement or the other Loan Documents or (c) the legality, validity, binding effect or enforceability against the Borrower or any Subsidiary under this Agreement or the other Loan Documents.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $50,000,000.

“Material Subsidiary” means a Subsidiary whose assets or earnings before interest, taxes, depreciation and amortization (calculated in a manner comparable to the calculation of Consolidated EBITDA) represent 5% or more of the consolidated total assets or Consolidated EBITDA, respectively, of Borrower and its Subsidiaries.

“Maturity Date” means October 18, 2016.

“Maximum Liability” has the meaning set forth in Section 10.10.

“Maximum Rate” has the meaning set forth in Section 9.13.

“Moody’s” means Xxxxx’x Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Tangible Assets” means the consolidated total assets of Borrower and its Subsidiaries minus consolidated intangible assets of Borrower and its Subsidiaries, all calculated on a consistent basis in accordance with GAAP).

“Non-Paying Guarantor” has the meaning set forth in Section 10.11.

“Note” has the meaning set forth in Section 2.10(e).

“Obligated Party” has the meaning set forth in Section 10.02.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower or any Subsidiary to any Lender or the Administrative Agent or any indemnified party arising under the Loan Documents.

“Off-Balance Sheet Liability” of a Person means any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases and commitments under intellectual property licenses).

“Online Communications” means communications facilitated directly or indirectly via the Internet, World Wide Web, intranets, extranets or other public or private communications network now available or made available subsequent to the date hereof, through the use of access devices (whether the access device requires the download of a client application or otherwise, or a real-time connection, subsequent synchronization, or other reconciliation or delayed connection process) connected via physical connections, wirelessly or otherwise, including but not limited to: personal computers, personal digital assistants (also known as PDAs), televisions (including interactive television), mobile or cellular telephones, and similar devices.

“Online Gaming” means any and all forms of wagering not performed solely within the physical boundaries of land-based casinos, sportsbooks or other facilities licensed for gaming, including without limitation, via Online Communications.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” has the meaning set forth in Section 9.04.

“Patriot Act” has the meaning set forth in Section 9.14.

“Paying Guarantor” has the meaning set forth in Section 10.11.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, Liens under Article 2 of the UCC, and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than forty-five (45) days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or in compliance with gaming rules and regulations whether imposed by law or contract;

(d) rights of setoff or bankers’ liens in favor of any bank or other depository institution upon deposits of cash maintained with such bank or other depository institution;

(e) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety bonds, customs bonds, performance bonds and other obligations of a like nature or cash deposits in lieu of such bonds (other than bonds or cash deposits in lieu thereof related to judgments or litigation), in each case in the ordinary course of business;

(f) deposits to secure surety bonds or like obligations or cash deposits in lieu of such bonds or like obligations furnished in connection with any litigation or legal proceeding involving Borrower or any of its Subsidiaries (other than related to judgments);

(g) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII or liens securing appeal or surety bonds (or cash deposits in lieu of such bonds) related to such judgments;

(h) statutory Liens, other than those described in clauses (a) or (b) above, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith in compliance with Section 5.04;

(i) licenses (with respect to intellectual property and other property), leases or subleases granted to third parties and not interfering in any material respect with the ordinary conduct of business of Borrower or its Subsidiaries;

(j) precautionary UCC financing statement filings made in connection with operating leases and not constituting Liens;

(k) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances on real property or other minor defects or irregularities in title which do not secure any monetary obligations and do not materially interfere with the ordinary conduct of business by Borrower or any Subsidiary; and

(l) inchoate Liens incident to the construction or maintenance of real property, or any Liens incident to the construction or maintenance of real property now or hereafter filed of record for which the applicable Loan Party or Subsidiary is diligently pursuing removal so long as no judgment of foreclosure has been entered with respect to such Lien.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness (other than a Lien permitted pursuant to clauses (f) or (g)).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Refinanced Indebtedness” has the meaning set forth in Section 6.01.

“Refinancing Indebtedness” has the meaning set forth in Section 6.01.

“Register” has the meaning set forth in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, partners and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, as of any date of determination, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that the Commitments of, and the portion of the Revolving Credit Exposures held by or deemed to be held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Reset Date” has the meaning assigned to such term in Section 2.21.

“Restated Agreement” has the meaning set forth in the recitals.

“Restated Closing Date” means September 25, 2009.

“Restatement Lenders” has the meaning set forth in the recitals.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in any Person or any option, warrant or other right to acquire any such Equity Interests in any Person.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s Revolving Loans, and (b) its LC Exposure and Swingline Exposure (including any portion of such LC Exposure and Swingline Exposure allocated to it pursuant to Section 2.20) at such time.For purposes of calculating the Revolving Credit Exposure, any Foreign Currency Credit Exposure included therein shall be the Dollar Equivalent of such Foreign Currency Credit Exposure as determined on the most recent Calculation Date.

“Revolving Loan” means a Loan made pursuant to Section 2.03.

“Revolving Loan Availability” means, at any time, the positive difference (if any) equal to the total Commitments minus the total Revolving Credit Exposures at such time.

“S&P” means Standard & Poor’s.

“Senior Managing Agent” means Union Bank N.A., in its capacity as Senior Managing Agent.

“Share-Based Payment Expense” means, with respect to any Person, the non-cash expense of such Person resulting from the accounting charges required by Accounting Standards Codification (“ASC”) 718, which among other items requires the recognition of share-based payment expenses in the Borrower’s Consolidated Income Statement.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate or Eurocurrency Base Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans or Eurocurrency Loans, as applicable, shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Obligations to the written satisfaction of the Administrative Agent.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Guarantor” means any Subsidiary that executes a Subsidiary Guaranty.

“Subsidiary Guaranty” means Article X of this Agreement and each separate guaranty issued by any Subsidiary of all or any part of the Obligations in form and substance satisfactory to the Administrative Agent.

“Syndication Agent” means Bank of America, N.A., in its capacity as Syndication Agent.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no equity compensation plan or agreements thereunder providing for payments to current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total-Swingline Exposure at such time.

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.05.

“TARGET Day” means any day on which (i) TARGET2 is open for settlement of payments in Euro and (ii) banks are open for dealings in deposits in Euro in the London interbank market.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Transactions” means the execution, delivery and performance by the Borrower and its Subsidiaries a party thereto of this Agreement and other Loan Documents, the borrowing of Loans and the issuance of Letters of Credit hereunder.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate (other than pursuant to clause (c) of the definition of “Alternate Base Rate”) or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Illinois.

“UIGEA” means the Unlawful Internet Gambling Enforcement Act of 2006 (31 U.S.C. § 5361–5367).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Wholly-Owned Subsidiary” of a Person means, any Subsidiary all of the outstanding Equity Interests of which shall at the time be owned, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, it being understood that, for purposes of this definition, a Foreign Subsidiary shall be deemed to be a “Wholly-Owned Subsidiary” even though applicable law requires that a certain number of Equity Interests be nominally owned by other Persons so long as such Person beneficially owns and controls such Equity Interests.

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Notwithstanding anything to the contrary contained in this Agreement or in the Disclosure Schedules, all disclosure set forth in the Disclosure Schedules shall clearly identify the sentences in this Agreement to which it relates and shall not be deemed to modify, qualify or relate to any other sentences or provisions of this Agreement.

SECTION 1.04 Accounting Terms; GAAP.

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Upon such notice of a change in GAAP or the application thereof, the Administrative Agent, the Lenders and the Borrower will negotiate in good faith to amend any ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval of the Required Lenders).

(b) When used herein the term “pro forma basis” means, for purposes of calculating any financial covenant (including for purposes of determining the Applicable Rate), that any Acquisition, Disposition, or incurrence of Indebtedness shall be deemed to have occurred as of the first day of the four (4) fiscal quarter period most recently ended prior to the date of such transaction for which the Borrower has delivered Financials pursuant to Section 5.01(a) or Section 5.01(b). In connection with the foregoing, (a) with respect to any Disposition, (i) income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (B) such items are not otherwise included in such income statement items for the Loan Parties and their Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01; and (ii) any Indebtedness incurred or assumed by any Loan Party or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

(c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article VI (including for purposes of determining compliance with such financial covenants) shall be made on a pro forma basis.

ARTICLE II

THE CREDITS

SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans in Dollars or a Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (b) the total Foreign Currency Credit Exposure exceeding the Foreign Currency Sublimit or (c) the aggregate Revolving Credit Exposure of all Lenders exceeding the Commitments of all Lenders. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02 Loans and Borrowings.

(a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Revolving Borrowing in Dollars shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Foreign Currency Loan shall be comprised entirely of Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan or Foreign Currency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for (i) any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) any Foreign Currency Revolving Borrowing, such Borrowing shall be in a particular Foreign Currency and in an aggregate amount that is an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the Dollar Equivalent of $1,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that (x) there shall not at any time be more than a total of five (5) Eurodollar Revolving Borrowings outstanding and (y) there shall not at any time be more than a total of two (2) Foreign Currency Tranches outstanding in any single Foreign Currency at any time.

(d) Notwithstanding any other provision of this Agreement, (i) the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date and (ii) the Borrower shall not be entitled to request a Foreign Currency Loan until it has established the account for such Foreign Currency pursuant to the Foreign Currency Administrative Schedule.

SECTION 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (with respect to Revolving Borrowings in Dollars only) or by telecopy or an electronic image transmitted via electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower (x) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing, (y) in the case of a Foreign Currency Borrowing, not later than 11:00 a.m., London time, four Business Days before the date of the proposed Borrowing and (z) in the case of an ABR Borrowing, not later than 11:00 a.m., Chicago time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or an electronic image transmitted via electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) with respect to a Foreign Currency Borrowing, the Foreign Currency in which such Borrowing will be denominated;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurodollar Borrowing or Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no currency of a Revolving Borrowing is specified, then the Revolving Borrowing shall be in Dollars and if no Type of Revolving Borrowing in Dollars is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. Each Foreign Currency Borrowing shall be a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof, of the amount of such Lender’s Loan to be made as part of the requested Borrowing, in the case of a requested Eurodollar Borrowing, the LIBO Rate applicable thereto and, in the case of a Eurocurrency Borrowing, the Foreign Currency Loan to be made as part of the requested Borrowing and, the Eurocurrency Rate applicable thereto.

SECTION 2.04 Increase in the Commitments.

(a) So long as no Default has occurred and is continuing or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request an increase of the aggregate amount of Commitments from $400,000,000 to an aggregate amount not to exceed $500,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent (or an Affiliate of the Administrative Agent as directed by the Administrative Agent), in consultation with the Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to increase in the aggregate Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the consent of the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheld), but without the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitment.

(b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied:

(i) If an Additional Commitment Lender is not an existing Lender, the Additional Commitment Lender shall have executed and delivered to Administrative Agent a joinder to this Agreement and the other Loan Documents specified by Administrative Agent all in such form and substance reasonably acceptable to the Administrative Agent;

(ii) Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree (it being understood that such fees and other compensation are in addition to the fees and other compensation referred to in Section 2.12 of this Agreement);

(iii) Borrower shall have paid such arrangement fees to the Administrative Agent (or an Affiliate of Administrative Agent as directed by Administrative Agent) as the Borrower and the Administrative Agent shall agree (it being understood that such fees are in addition to the fees and other compensation referred to in Section 2.12 of this Agreement);

(iv) Each Loan Party shall deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of such Person attaching a true, complete and correct copy of the resolutions of such Person authorizing the Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for Commitment Increases from time to time requested;

(v) To the extent requested pursuant to Section 2.10 hereof, Borrower shall execute a Note to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.10 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and

(vi) Borrower, its Subsidiaries, and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are required by Section 2.17 hereof to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender.

(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the aggregate Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate Commitments (including, without limitation, Section 2.01).

In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate Commitments pursuant to this Section 2.04), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this Section 2.04, the Administrative Agent and the Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrower would otherwise incur in connection with the implementation of an increase in the aggregate Commitments.

SECTION 2.05 Swingline Loans.

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $25,000,000 or (ii) the total Revolving Credit Exposures exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or an electronic image transmitted via electronic mail not later than 12:00 noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Chicago time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.06 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or the benefit of one of its Subsidiaries), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. Each Letter of Credit shall be denominated in Dollars or a Foreign Currency. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of the LC Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit denominated in a Foreign Currency shall be in a minimum amount of the Dollar Equivalent of $50,000. The Letters of Credit (as such term is defined in the Restated Agreement) which were issued pursuant to the Restated Agreement and are outstanding as of the date hereof, are listed on Schedule 2.06 and shall, as of the date hereof, be deemed to be Letters of Credit issued hereunder and governed by the terms hereof.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand delivery, telecopy or an electronic image transmitted via electronic mail to the applicable Issuing Bank and the Administrative Agent at least (i) three Business Days prior to the proposed date of issuance (or the amendment, renewal or extension of an outstanding Letter of Credit) of each Letter of Credit denominated in Dollars and (ii) four Business Days prior to the proposed date of issuance (or the amendment, renewal or extension of an outstanding Letter of Credit) of each Letter of Credit denominated in a Foreign Currency, in each case, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day during the Availability Period), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit (each, an “LC Application”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $50,000,000, (ii) the total Foreign Currency Credit Exposure shall not exceed the Foreign Currency Sublimit and (iii) the total Revolving Credit Exposures shall not exceed the total Commitments.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension, provided that any Letter of Credit may provide by its terms for the automatic renewal thereof for additional one-year periods, but in no event beyond the date described in clause (ii) of this subsection) and (ii) the date that is five Business Days prior to the Maturity Date unless such Letter of Credit is cash collateralized as hereinafter provided in which case such Letter of Credit shall expire no later than the date that is five Business Days prior to the first anniversary of the Maturity Date. If any Letter of Credit is outstanding for any reason on the Maturity Date, Borrower shall deliver to the Administrative Agent on or prior to the Maturity Date cash collateral in an amount equal to 105% of the undrawn and unexpired amount of such Letter of Credit pursuant to documentation satisfactory to the Administrative Agent.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Equivalent to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in the Foreign Currency which was paid by the Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than (i) with respect to a reimbursement in Dollars, 2:00 p.m., Chicago time, on the date such LC Disbursement is made if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:00 p.m., Chicago time, on the Business Day immediately following the day that Borrower receives such notice or (ii) with respect to a reimbursement in a Foreign Currency, 2:00 p.m., London time, on the date that is five (5) Business Days after Borrower shall have received notice of such LC Disbursement if Borrower shall have received such notice prior to 10:00 a.m., London time, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:00 p.m., on the date that is six (6) Business Days after Borrower receives such notice. Borrower may, subject to the conditions to borrowing set forth herein, request that its reimbursement of an LC Disbursement (i) with respect to a reimbursement in Dollars, be financed in accordance with Section 2.03 or 2.05 with an ABR Revolving Loan or Swingline Loan in the Dollar Equivalent of such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan or Swingline Loan, as applicable, or (ii) with respect

to a reimbursement in a Foreign Currency, be financed by a Foreign Currency Loan in accordance with Section 2.03 in an amount equal to such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Foreign Currency Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans, Swingline Loan or Foreign Currency Loan, as applicable, as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or an electronic image transmitted via electronic mail) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the applicable Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum equal to (i) with respect to amounts paid in Dollars, the rate then applicable to ABR Revolving Loans and (ii) with respect to amounts paid in a Foreign Currency, the rate then applicable to Eurocurrency Loans; provided that, in either case, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing and the Loans shall have been accelerated, on the Business Day that the Borrower receives notice from the Administrative Agent or Lenders with LC Exposure representing greater than 50% of the total LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in one or more accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Loan Party described in clause (h) or (i) of Article VII. In addition, Borrower shall cash collateralize any LC Exposure to the extent required by Section 2.11(c). Such deposit of cash shall be in the same currency as the applicable Letter of Credit was issued. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the LC Exposure and fees referred to in Section 2.12(b). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account(s), and Borrower hereby grants Administrative Agent a security interest in such account(s) to secure the LC Exposure and fees referred to in Section 2.12(b). Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account(s). Moneys in such account(s) shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure and fees referred to in Section 2.12(b). If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower after all Events of Default have been cured or waived and the Loans de-accelerated within two Business Days’ after Agent’s receipt of Borrower’s written request for the return thereof.

SECTION 2.07 Funding of Borrowings.

(a) (i) Each Lender shall make each Loan to be made by it hereunder in Dollars on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Chicago and designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(ii) On the Borrowing Date, each Lender will make the amount of its pro rata share of each Foreign Currency Loan available to the Administrative Agent at the applicable office specified on the Foreign Currency Administrative Schedule, prior to the time specified on the Foreign Currency Administrative Schedule for the relevant Foreign Currency, in the relevant Foreign Currency in funds immediately available. Such borrowing will then be made available to the Borrower, in like funds as received by the Administrative Agent to the account specified on the Foreign Currency Administrative Schedule.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent at (i) in the case of such Lender, the greater of (x) (1) with respect to Loans denominated in Dollars, the Federal Funds Effective Rate or (2) with respect to Foreign Currency Loans, the Eurocurrency Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, (x) with respect to Loans denominated in Dollars, the interest rate applicable to ABR Loans and (y) with respect to Foreign Currency Loans, the interest rate applicable to Eurocurrency Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08 Interest Elections.

(a) Each Revolving Borrowing in Dollars initially shall be of the Type specified in the applicable Borrowing Request, each Foreign Currency Loan shall be a Eurocurrency Loan and, in the case of a Eurodollar Revolving Borrowing or Foreign Currency Loan, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert Revolving Borrowings in Dollars to a different Type, or to continue any Revolving Borrowing and, in the case of a Eurodollar Revolving Borrowing or Foreign Currency Loan, may elect Interest Periods therefor, all as provided in this Section. In accordance with the terms of this Agreement, the Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone (with respect to Revolving Loans made in Dollars) or by hand delivery, telecopy or an electronic image transmitted via electronic mail to the Administrative Agent by the time that a Borrowing Request would be required under Section 2.03 either (x) with respect to Revolving Loans made in Dollars, if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election or (y) for Foreign Currency Loans. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or an electronic image transmitted via electronic mail to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent, and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) (x) with respect to Revolving Loans in Dollars, whether the resulting Borrowing is to be an ABR Revolving Borrowing or a Eurodollar Borrowing and (y) with respect to Foreign Currency Loans, the Borrowing is to be a Eurocurrency Loan; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing or a Foreign Currency Loan, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing or a Foreign Currency Loan but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.Borrower may not convert a Borrowing denominated in a Foreign Currency into another currency, but rather, must repay the Borrowing denominated in the first currency and then request a Loan in Dollars or another Foreign Currency.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing or a Foreign Currency Loan prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (x) any such Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing and (y) any such Foreign Currency Loan shall continue as a Eurocurrency Loan with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing in Dollars may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

(f) Without limiting the provisions of Article VII, in the event that any Foreign Currency Loan shall be outstanding and an Event of Default exists with respect the payment of the principal of or interest on such Foreign Currency Loan the Administrative Agent may, and at the request of the Required Lenders shall, terminate the commitments of the Lenders to make Foreign Currency Loans (without terminating the Commitments as a whole) and may declare any Foreign Currency Loans then outstanding to be due and payable in whole or in part (without declaring the other Obligations to be due and payable) and thereupon the principal amount of the Foreign Currency Loans so declared to be due and payable, together with all accrued interest, fees and other obligations accrued thereon or with respect thereto shall become due and payable.

SECTION 2.09 Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the total Revolving Credit Exposures would exceed the total Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.10 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date (and, with respect to Foreign Currency Loans, in the applicable Foreign Currency in which such Loans are denominated), and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the tenth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof or the Foreign Currency thereof, as applicable, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note (each a “Note”) and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form payable to the order of the payee named therein.

SECTION 2.11 Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or an electronic image transmitted via electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Chicago time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, one Business Day before the date of prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of prepayment and (iv) in the case of prepayment of a Foreign Currency Loan, not later than the time set forth for the relevant Foreign Currency on the Foreign Currency Administrative Schedule. Each such notice shall be irrevocable and shall specify the prepayment date, the Loans to be prepaid, whether the prepayment is of Eurodollar Loans, ABR Loans or Foreign Currency Loans (and, with respect to Foreign Currency Loans, the Foreign Currency in which such Loans are denominated) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing in Dollars of the same Type as provided in Section 2.02 or, with respect to a Foreign Currency Loan, in a minimum amount as set forth for the relevant Foreign Currency on the Foreign Currency Administrative Schedule. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

(c) If, on any Calculation Date, (i) the total Foreign Currency Credit Exposure exceeds an amount equal to 105% of the Foreign Currency Sublimit, the Borrower shall, within one (1) Business Day after notice of such event from Administrative Agent, repay such of the outstanding Foreign Currency Loans in an aggregate principal amount and, if necessary, cash collateralize any LC Exposure denominated in Foreign Currencies in accordance with Section 2.06(j) such that, after giving effect thereto, the Foreign Currency Credit Exposure does not exceed the Foreign Currency Sublimit or (ii) the total Revolving Credit Exposure of all Lenders exceeds the total Commitments of all Lenders, which excess continues for four consecutive Business Days thereafter, then on such fourth Business Day, the Borrower shall, without notice or demand, immediately repay such of the total Revolving Loans and, if necessary, cash collateralize any LC Exposure in accordance with Section 2.06(j), in an amount such that, after giving effect thereto, the total Revolving Credit Exposure of all Lenders does not exceed the total Commitments of all Lenders. For purposes of this Section 2.11(c), any LC Exposure which is cash collateralized shall be deemed to reduce Foreign Currency Credit Exposure and Revolving Credit Exposure to the extent of such cash collateral.

SECTION 2.12 Fees.

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee at a per annum rate equal to the Applicable Rate on the average daily unused portion of such Lender’s Commitment from the date hereof to and including the date on which the Commitments terminate (the “Commitment Fee”). Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).For purposes of calculating the Commitment Fee hereunder, the principal amount of each Revolving Loan and Letter of Credit made in a Foreign Currency shall be at any time the Dollar Equivalent thereof as determined on the most recent Calculation Date with respect to thereto.

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee (the “LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate with respect to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each of the Issuing Banks for its own account a fronting fee equal to 0.25% per annum on the undrawn amount of each applicable Letter of Credit which shall be payable quarterly in arrears, and (iii) to each of the Issuing Banks its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All LC Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All fees payable under this Section 2.12(b) with respect to a Letter of Credit made in a Foreign Currency shall be payable in such Foreign Currency.

(c) The Borrower agrees to pay to Administrative Agent, for its own account, for the account of the Arranger and for the account of the Lenders, as applicable, the fees set forth in the Fee Letters in the amounts and at the times described therein.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each of the Issuing Banks, in the case of fees payable to it) for distribution, in the case of Commitment Fees and LC Fees, to the Lenders. Fees paid shall not be refundable under any circumstances. All fees, interest and other amounts payable under the Restated Agreement or other Loan Documents (as defined in the Restated Agreement) that have accrued up to but excluding the date hereof, shall be paid to the Administrative Agent, the Restatement Lenders or other Persons specified therein, and all fees, interest and other amounts that accrue from after the date hereof shall be for the account of the Administrative Agent, Issuing Banks, Lenders or other Persons specified herein or in the other Loan Documents.

SECTION 2.13 Interest.

(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans (i) comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, and (ii) comprising each Eurocurrency Borrowing shall bear interest at the Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest on Loans denominated in British Pounds Sterling shall be computed on the basis of a year of 365 days (or, with respect to interest computed by reference to the Alternate Base Rate only, 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate, Eurocurrency Rate or Eurocurrency Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing or Foreign Currency Loan:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate or Eurocurrency Rate or Eurocurrency Base Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate or Eurocurrency Rate or Eurocurrency Base Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or an electronic image transmitted via electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing or Eurocurrency Loan, as applicable, shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted and (iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, such Borrowing shall not be made and any outstanding Foreign Currency Loans shall be due and payable on the last day of the then current Interest Period.

SECTION 2.15 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or Eurocurrency Rate) or the Issuing Bank; or

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement, Eurodollar Loans or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Eurocurrency Loan, as applicable (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) If by reason of any Change in Law subsequent to the Effective Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding of any Foreign Currency Loans in any relevant Foreign Currency or the funding of any Foreign Currency Loan in any relevant Foreign Currency to an office located other than in Chicago shall be impossible or, in the reasonable judgment of any applicable Lender, such Foreign Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Foreign Currency is no longer readily calculable, then, at the election of any applicable Lender, no Foreign Currency Loans in the relevant Foreign Currency shall be made or any Foreign Currency Loan in the relevant Foreign Currency shall be made to an office of the Administrative Agent located in Chicago, as the case may be.

(d) If payment in respect of any Foreign Currency Loan shall be due in a currency other than Dollars and/or at a place of payment other than Chicago and if, by reason of any Change in Law subsequent to the Effective Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible or, in the reasonable judgment of any applicable Lender, such Foreign Currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such Foreign Currency is no longer readily calculable, then, at the election of any affected Lender, the Borrower shall make payment of such Foreign Currency Loan in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof) and/or in Chicago, and shall indemnify such Lender against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

(e) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a), (b), (c) or (d) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(f) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan or Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the actual loss, cost and expense attributable to such event including any loss arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or fees payable to terminate the deposits from which such funds were obtained. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.17 Taxes.

(a) Any and all payments by or on account of any obligation of the Borrower hereunder or under the other Loan Documents shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within fifteen (15) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation (including IRS Form X-0, X-0XXX or W-8ECI, as applicable) prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower makes a payment under this Agreement, or any treaty applicable to such jurisdiction, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal or commercial position of such Lender. If a payment made to a Foreign Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation as reasonably requested by the Borrower as may be necessary for the Borrower or the Administrative Agent to comply with their respective obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of the preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(f) If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender (including, without limitation, reasonable attorneys’ fees) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, the last sentence of this Section 2.18(a), or otherwise (other than payments to be made in a Foreign Currency)) or under any other Loan Document prior to 12:00 noon, Chicago time, on the date when due, in immediately available funds, without set-off or counterclaim. The Borrower shall make each payment required to be made by it hereunder in a Foreign Currency, without set-off or counterclaim and shall be made on the due date thereof to the Administrative Agent at the office, and prior to the time for payment for the relevant Foreign Currency, set forth on the Foreign Currency Administrative Schedule. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments (other than payments to be made in a Foreign Currency) shall be made to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx, Xxxxx XX0-0000, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx, 00000, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16 and 2.17, the last sentence of this Section 2.18(a) and Section 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder or under any other Loan Document (other than payments on the Eurodollar Loans or Foreign Currency Loans) shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. If any payment hereunder in respect of the Eurodollar Loans or Foreign Currency Loans shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder and under any other Loan Document (other than in respect of Foreign Currency Loans or as otherwise expressly provided herein or in such other Loan Document) shall be made in Dollars. All payments hereunder in respect of the Foreign Currency Loans shall be made in the relevant Foreign Currency.Notwithstanding anything to the contrary set forth herein, if, after the making of any Foreign Currency Loan or issuance of a Letter of Credit denominated in a Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Loan or Letter of Credit was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars (based upon the Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative Agent in accordance with the terms hereof), and Borrower shall indemnify each of the Administrative Agent, the Issuing Bank and the Lenders, as applicable, against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans (including Foreign Currency Loans) or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans (including Foreign Currency Loans) and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans (including Foreign Currency Loans) and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans (including Foreign Currency Loans) and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of (i) with respect to Loans denominated in Dollars, the Federal Funds Effective Rate, or (ii) with respect to Foreign Currency Loans, the Eurocurrency Rate, and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.19 Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.15, makes the election permitted by Section 2.15(c) or (d), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then, subject to the proviso in the last sentence of this subsection, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or the need to make the election permitted by Section 2.15(c) or (d), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided that prior to incurring any such costs or expenses, such Lender will provide Borrower with notice of the amount of such costs and the proposed reduction in amounts payable under Section 2.15 or 2.17 and permit Borrower the opportunity to determine whether such Lender should proceed with such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or makes the election permitted by Section 2.15(c) or (d), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, or if a Lender is the subject of a Lender Disqualification or is no longer an Eligible Assignee under clause (B) of the definition thereof, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, (iv) in the case of an assignment resulting from a Lender making an election permitted by Section 2.15(c) or (d), such assignment shall be to an Eligible Assignee that does not need to make such election, and (iv) in the case of any such assignment resulting from a Lender becoming the subject of a Lender Disqualification or no longer qualifying as an Eligible Assignee under clause (B) of the definition thereof, such assignment will be to an Eligible Assignee. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;

(i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of each or any non-Defaulting Lender’s Revolving Credit Exposure plus such non-Defaulting Lender’s allocation of such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed such non-Defaulting Lender’s Commitment and (y) the conditions set forth in Section 4.02 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure (to the extent necessary so that the reallocation described in clause (i) can be effected), and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding and for so long as the circumstances giving rise to such obligation to provide such cash collateral remain relevant (which cash collateralization requirement shall be satisfied by the Borrower depositing such cash collateral into an account opened by the Administrative Agent);

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to Section 2.20(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section 2.20(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v) if and to the extent any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to Section 2.20(c), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such LC Exposure is cash collateralized and/or reallocated;

(d) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and Defaulting Lenders shall not participate therein); and

(e) In the event that a Defaulting Lender has remedied or caused to be remedied (as reasonably determined by Administrative Agent and Issuing Banks) all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be reallocated as of such date to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.21 Foreign Exchange Rate.

(a) No later than 1:00 P.M. (Chicago time) on each Calculation Date, the Administrative Agent shall determine the Exchange Rate as of such Calculation Date with respect to each applicable non-Dollar currency, provided that, upon receipt of a borrowing notice pursuant to Section 2.03, the Administrative Agent shall determine the Exchange Rate with respect to the relevant Foreign Currency on the related Calculation Date (it being acknowledged and agreed that the Administrative Agent shall use such Exchange Rate for the purposes of determining compliance with Section 2.01(b) with respect to such borrowing notice). The Exchange Rates so determined shall become effective on the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than Section 9.16 and any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any amounts between Dollars and any non-Dollar currency.

(b) No later than 5:00 P.M. (Chicago time) on each Reset Date, the Administrative Agent shall determine the aggregate amount of the Dollar Equivalents of (i) the principal amounts of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date) and (ii) the LC Exposure denominated in any Foreign Currency then outstanding.

(c) The Administrative Agent shall promptly notify the Borrower and the Lenders of each determination of an Exchange Rate hereunder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Lenders that except as expressly set forth in the Disclosure Schedules:

SECTION 3.01 Organization; Powers. Each of the Borrower and the other Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability. The Transactions are within the Borrower’s and each applicable Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. Each of this Agreement and the other Loan Documents has been duly executed and delivered by Borrower and each Loan Party party thereto and constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, and (ii) notices and filings under applicable Gaming Laws which are not required to be taken prior to the date of this Agreement which notices or filings the Borrower will seek in due course after the date of this Agreement), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

SECTION 3.04 Financial Condition; No Material Adverse Change.

(a) (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal quarter (except for the statement of cash flows) and the portion of the fiscal year ended March 31, 2011, certified by its Financial Officer and (ii) as of and for the fiscal year ended June 30, 2011, reported on by Ernst & Young LLP, independent public accountants. The above financial statements present fairly in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP subject to year-end audit adjustments and the absence of complete footnotes in the case of the statements referred to in clause (i) above.

(b) Since June 30, 2011, there has been no material adverse change in the business, assets, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, and since the date of this Agreement there has been no other Material Adverse Effect.

SECTION 3.05 Properties.

(a) Each of Borrower, the other Loan Parties and Material Subsidiaries has good title to, or valid leasehold interests in, all its real property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted.

(b) Each of the Borrower, the other Loan Parties and Material Subsidiaries owns, or is licensed or possesses the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property except as could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06 Litigation and Environmental Matters.

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions.

(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c) Since the date of this Agreement, there has been no change in the status of the matters disclosed in the Disclosure Schedules that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, Material Adverse Effect.

SECTION 3.07 Compliance with Laws, Online Gaming and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower, nor any of its Subsidiaries, engages in the business of unlawful internet gambling, including by placing, receiving, or otherwise knowingly transmitting a bet or wager by any means which involves the use, at least in part, of the internet where such bet or wager is unlawful under U.S. Federal law or any applicable U.S. state law in the state or tribal lands in which the bet or wager is initiated, received or otherwise made. No Event of Default has occurred and is continuing.

SECTION 3.08 Investment Company Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09 Taxes. Each of the Borrower and its Subsidiaries has filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes and returns and reports which are not yet delinquent or (b) Taxes that are being contested in good faith by appropriate proceedings diligently conducted, and for which adequate reserves have been provided in accordance with GAAP, by Borrower or such Subsidiary, as applicable. There is no proposed Tax assessment against Borrower or any Subsidiary that would, if made, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11 Insurance. Borrower and their Subsidiaries and their respective properties are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar business and owning similar properties in localities where Borrower or the applicable Subsidiary operates. The Disclosure Schedules contain an accurate description of such insurance in respect of the Loan Parties as of the date of this Agreement.

SECTION 3.12 Subsidiaries. The Disclosure Schedules contain an accurate list of all Subsidiaries of Borrower as of the date of this Agreement, setting forth their respective types and jurisdictions of organization and the percentage of their respective Equity Interests owned by Borrower or another Subsidiary of Borrower. Each of Borrower’s Domestic Subsidiaries that is a Material Subsidiary is a party to this Agreement.

SECTION 3.13 Solvency. On and after the Effective Date, (i) the fair value of the assets of each Loan Party, at a fair valuation, exceeded and will exceed its debts and liabilities, subordinated, contingent or otherwise (as such liabilities would reasonably be expected to be evaluated by a court under applicable federal and state laws related to the insolvency of debtors); (ii) the present fair saleable value of the property of each Loan Party was and will be greater than the amount that was or will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities have or will become absolute and matured; (iii) each Loan Party was and will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities have or will become absolute and matured; and (iv) each Loan Party has not had and will not have unreasonably small capital with which to conduct the business in which it has been or is engaged as such business has been or is now conducted and is proposed to be conducted after the Effective Date.

SECTION 3.14 Common Enterprise. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrower hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

SECTION 3.15 Indebtedness. As of the date hereof, neither Borrower nor any Subsidiary has any Indebtedness except as set forth in Schedule 6.01 (which Schedule may reflect the amount of such Indebtedness as of the month most recently ended prior to the date hereof for which Borrower has completed its consolidated financial statements).

SECTION 3.16 Margin Regulations. Neither Borrower nor any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States.

SECTION 3.17 Disclosure. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or, to Borrower’s knowledge, omits to state any material fact necessary to make the statements therein when taken as a whole and in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and consolidating financial statements, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being recognized by the Administrative Agent and each Lender that such projections as to future events are not to be viewed as facts, and that actual results during the period or periods covered thereby may differ from the projected results.

ARTICLE IV

CONDITIONS

SECTION 4.01 Effective Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received either (i) a counterpart of each of this Agreement and each other Loan Document signed on behalf of each party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of each of this Agreement and each other Loan Document) that each party thereto has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of XxxxXxxxx Xxxxx & Xxxxx LLP (and/or other counsel satisfactory to Administrative Agent), as counsel for the Borrower and its Subsidiaries, in form and substance reasonably acceptable to Administrative Agent, and covering such matters relating to the Borrower, its Subsidiaries, this Agreement, the other Loan Documents or the Transactions as Administrative Agent shall reasonably request. Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have completed its due diligence and each of the Borrower’s and each Subsidiary’s corporate structure, capital structure, governing documents and material agreements shall be acceptable to the Administrative Agent. In addition, the terms and conditions of all Indebtedness of each Borrower and each Subsidiary, including, without limitation, the subordination provisions of all Subordinated Indebtedness, shall be acceptable to Administrative Agent.

(d) All legal (including tax implications) and regulatory matters, including, but not limited to compliance with all Gaming Authorizations and with applicable requirements of Regulations U, T and X of the Board, shall be reasonably satisfactory to the Administrative Agent and the Lenders.

(e) Administrative Agent shall have determined that since June 30, 2011, (i) there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets, financial markets or in capital markets generally that would likely impair syndication of the credit facilities hereunder, and (ii) there has been no Material Adverse Effect.

(f) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to each Loan Party, this Agreement, the other Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, including, without limitation, the agreements and other documents referenced in the Closing Document List.

(g) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the Chief Executive Officer, the President, a Vice President or a Financial Officer of the Borrower, (i) confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02, and (ii) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each of the Loan Parties of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, provided that if any such consent is not available in writing, such officer of Borrower shall confirm in the certificate that such consent has been obtained, or (B) stating that no such consents, licenses or approvals are so required, other than, in the case of either clause (A) or (B), any such consents, licenses or approvals under applicable Gaming Laws which are not required to be obtained on or prior to the Effective Date, which consents, licenses or approvals the Loan Parties will seek in due course after the Effective Date;

(h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys fees) required to be reimbursed or paid by the Borrower hereunder.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) prior to 3:00 p.m., Chicago time, on October 31, 2011 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party and Subsidiary Guarantor a party thereto set forth in this Agreement and each other Loan Document shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representation or warranty specifically refers to an earlier date, in which case, it shall be true and correct as of such earlier date, and except that for purposes of Section 4.02, the representations and warranties contained in clauses (i) and (ii) of Section 3.04(a) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.01(a) or (b), respectively.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by each Loan Party on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed and all other Obligations shall have been paid in full, each Loan Party covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Borrower, (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, together with an opinion (without a “going concern” or like qualification or exception, without any qualification or exception as to the scope of such audit and without any other material qualification or exception) by Ernst & Young LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP and (ii) its unaudited consolidating balance sheet and related consolidating statement of operations as of the end of and for such year;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (i) its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter (except for the statement of cash flows) and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of complete footnotes and (ii) its unaudited consolidating balance sheet and related consolidating statement of operations as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower in the form attached hereto as Exhibit C (each, a “Compliance Certificate”) (i) certifying as to whether an Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) promptly after the same become publicly available, notice of all periodic and other current reports filed under the Securities Exchange Act of 1934 and proxy statements filed by the Borrower or any Subsidiary with the Securities and Exchange Commission (or any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange Commission) (“SEC”) or distributed by the Borrower to its stockholders generally, as the case may be; documents required to be delivered pursuant to Section 5.01(a) or (b) or Section 5.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website, xxx.xxx.xxx; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents and the Administrative Agent shall thereafter notify the Lenders. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. As to any information contained in materials furnished pursuant to this Section 5.01(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above or Section 5.02(d), but the foregoing shall not be in derogation of the obligation of Borrower to furnish the information and materials described in clauses (a) and (b) and Section 5.02(d) above at the times specified therein.

(e) The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

(f) promptly following approval by Borrower’s board of directors (but in any event not later than the first day of the second quarter of each fiscal year) a three year financial plan for Borrower and its Subsidiaries, on a consolidated basis, for such fiscal year and the next two fiscal years (including quarterly balance sheet and related statements of operations and cash flows) prepared in a manner consistent with the financial plan delivered by Borrower to the Lenders prior to the date hereof or otherwise in a manner reasonably satisfactory to the Administrative Agent; and

(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Event of Default;

(b) any matter that has or could reasonably be expected to result in a Material Adverse Effect, including any of the following to the extent that any such matter would reasonably be expected to have a Material Adverse Effect: (i) breach or non-performance of, or any default under a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(d) any material change in accounting policies or financial accounting practices, any prior period adjustment or inaccuracy in its Financials or Compliance Certificate (other than such occurrences disclosed in the materials which Borrower has made available to Administrative Agent and the Lenders pursuant to the provisions of Section 5.01(d)); and

(e) any action by a Governmental Authority which seeks to revoke, suspend or not renew any Gaming Authorization except (i) for any non-renewal action, suit or proceeding arising out of Borrower’s or such Affiliate’s voluntary decision not to seek renewal of such Gaming Authorization or (ii) for such action which, individually or in the aggregate with any other such pending actions, could not reasonably be expected to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03 Existence; Conduct of Business. Each Loan Party will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04 Payment of Obligations. Each Loan Party will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted, (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05 Maintenance of Properties; Insurance. Each Loan Party will, and will cause each of its Material Subsidiaries to, (a) keep and maintain all of its property in good working order and condition, ordinary wear and tear excepted except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06 Books and Records; Inspection Rights. Each Loan Party will, and will cause each of its Material Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its Material Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, absent the occurrence and during the continuance of an Event of Default, such inspections shall not occur more than once per fiscal year.

SECTION 5.07 Compliance with Laws. Each Loan Party will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including, without limitation, UIGEA), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only for working capital and general corporate purposes (not otherwise prohibited by this Agreement or the other Loan Documents), including but not limited to financing Acquisitions and repurchasing the Borrower’s outstanding capital stock (not otherwise prohibited by this Agreement or the other Loan Documents). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09 Further Assurances. Each Loan Party shall (i) cause each of its Domestic Subsidiaries that is a Material Subsidiary as of the date of this Agreement including, each Domestic Subsidiary a signatory hereto, or hereafter becomes a Material Subsidiary to become and remain Subsidiary Guarantors, and (ii) cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement that is or at any time thereafter becomes a Material Subsidiary to become a Loan Party by executing the Joinder Agreement substantially in the form set forth as Exhibit D hereto with such changes thereto as may be required by Administrative Agent (each a “Joinder Agreement”). Upon execution and delivery thereof, each such Person shall automatically become a Loan Party and Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Each Loan Party shall, and shall cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents and agreements, and shall take or cause to be taken such actions as the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, and the other Obligations shall have been paid in full, each Loan Party covenants and agrees with the Lenders that:

SECTION 6.01 Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, create, incur or suffer to exist any Indebtedness, except:

(a) Indebtedness created hereunder;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 of the Disclosure Schedules (which Schedule may reflect the amount of such Indebtedness as of the month most recently ended prior to the date hereof for which Borrower has completed its consolidated financial statements);

(c) Unsecured intercompany Indebtedness (including, without limitation, Guarantees by a Loan Party of the Indebtedness of a Subsidiary and by a Subsidiary of the Indebtedness of a Loan Party or another Subsidiary) permitted by Section 6.05(d); provided that, any such Indebtedness (other than a Guarantee by a Loan Party of Indebtedness of a Subsidiary to any Person (other than an Affiliate of Borrower) and by a Subsidiary of Indebtedness of a Loan Party or another Subsidiary to any Person (other than an Affiliate of Borrower) of a Loan Party is subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided that, at the time such Indebtedness would be incurred (i) the aggregate principal amount of all Indebtedness incurred pursuant to this clause (d) which remains outstanding after giving effect to such Indebtedness shall not exceed the greater of (x) $50,000,000 or (y) an amount equal to 5% of Net Tangible Assets (determined, in each case, by reference to the most recent date for which Borrower has delivered its Financials under Section 5.01(a) or (b)), (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such Indebtedness and (iii) no Event of Default exists or would be caused thereby;

(e) (i) Indebtedness which was created, assumed or incurred by a Subsidiary prior to its Acquisition by Borrower or its Subsidiaries (and not in anticipation of such Acquisition) and (ii) Indebtedness of the Borrower or any Subsidiary in the form of any deferred purchase price or post closing obligation in connection with an Acquisition permitted by this Agreement;

(f) Indebtedness of the Borrower or any Subsidiary as an account party in respect of letters of credit, surety bonds and other similar forms of credit enhancement incurred in the ordinary course of business so long as (i) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such Indebtedness and (ii) no Event of Default is then existing or would be caused thereby;

(g) (i) a revolving facility in favor of WMS Gaming International, S.L., a Sociedad de Responsabilidad Limitada organized in Spain, in an aggregate principal amount not to exceed $75,000,000 at any time, (ii) a revolving facility in favor of WMS Mexico, S. de X.X. de C.V, organized in Mexico, in an aggregate principal amount not to exceed $75,000,000 and (iii) a revolving facility in favor of WMS Gaming International, S.L., Sucursal Argentina, organized in Argentina, in an aggregate principal amount not to exceed $75,000,000, in each case, so long as at the time such Indebtedness would be incurred, (A) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such Indebtedness and (B) no Event of Default is then existing or would be caused thereby;

(h) Swap Agreements permitted by Section 6.05(g);

(i) any unsecured Subordinated Indebtedness so long as at the time such Indebtedness would be incurred, (i) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such unsecured Subordinated Indebtedness and (ii) no Event of Default is then existing or would be caused thereby;

(j) Indebtedness which represents an extension, refinancing or renewal (such Indebtedness being referred to herein as the “Refinancing Indebtedness”) of any of the Indebtedness described in clauses (b), (d), (e)(with respect to clause (i) only), (f), (g), (i) and (k) of this Section 6.01 (such Indebtedness being so extended, refinanced or renewed being referred to herein as the “Refinanced Indebtedness”); provided that, (i) the amount of such Indebtedness is not increased at the time of extension, refinancing, or renewal except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such event and by an amount equal to any existing commitments unutilized thereunder, (ii) such Refinancing Indebtedness does not increase the interest rate (as adjusted for current market conditions) of the Refinanced Indebtedness, (iii) any Liens securing such Refinanced Indebtedness are not extended to any additional property of any Loan Party or Subsidiary, (iv) no Loan Party that is not originally obligated with respect to repayment of such Refinanced Indebtedness is required to become obligated with respect to such Refinancing Indebtedness, (v) such Refinancing Indebtedness does not result in a shortening of the average weighted maturity of such Refinanced Indebtedness, (vi) the terms of such Refinancing Indebtedness are not materially less favorable to the obligor thereunder than the original terms of such Refinanced Indebtedness and (vii) if such Refinanced Indebtedness was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinancing Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Refinanced Indebtedness;

(k) any Indebtedness so long as at the time such Indebtedness would be incurred, (i) the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Indebtedness) is less than or equal to 2.0 to 1.0, or, if such Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Indebtedness) is greater than 2.0 to 1.0, the aggregate principal amount of all Indebtedness (after giving effect to such Indebtedness) incurred pursuant to this clause (k) and then outstanding would not exceed $100,000,000, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such Indebtedness, (iii) with respect to any intercompany Indebtedness of a Loan Party, such Indebtedness is unsecured and subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent and (iv) no Event of Default is then existing or would be caused thereby.

For purposes of this Section 6.01: (i) any Indebtedness set forth on Schedule 6.01 hereto which would be permitted under clauses (c), (d) or (g) shall be counted against the Dollar limitations applicable to such clauses; (ii) any Refinancing Indebtedness shall be included in clauses (b), (d), (e) (with respect to clause (i) only), (f), (g), (i) or (k), as applicable, corresponding to the Refinanced Indebtedness and counted against any Dollar limitations applicable to such clauses; (iii) any Indebtedness (and any Refinancing Indebtedness of Refinanced Indebtedness) permitted by any of clauses (a) through (i) and also by clause (k), shall first be included in the applicable category set forth in clauses (a) through (i) up to any Dollar limitations applicable thereto and then included in clause (k) up to any Dollar limitation applicable thereto; and (iv) no Default or Event of Default shall occur with respect to Indebtedness incurred pursuant to clause (k) during a period when the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Indebtedness) is less than or equal to 2.0 to 1.0, solely as a result of an increase in the Consolidated Net Funded Indebtedness to EBITDA Ratio to greater than 2.0 to 1.0 (subject to Section 6.08(b)) subsequent to the incurrence of such Indebtedness.

SECTION 6.02 Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date of this Agreement and set forth in Schedule 6.02 of the Disclosure Schedules; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date of this Agreement;

(c) any Lien existing on any property or asset (other than Accounts or Inventory) prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset (other than Accounts or Inventory) of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be;

(d) any sale by Borrower or such Subsidiary of accounts receivable generated in the ordinary course of business (excluding any intercompany accounts receivable) of such Person so long as (i) no Event of Default exists or would result therefrom, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 after giving effect to such transaction, and (iii) any Lien resulting from such sale shall apply only to such accounts receivable;

(e) Liens not otherwise permitted by the foregoing clauses of this Section 6.02 securing Indebtedness in an aggregate principal amount not to exceed the greater of (i) $50,000,000 or (ii) an amount equal to 5% of Net Tangible Assets (determined, in each case, by reference to the most recent date for which Borrower has delivered its Financials under Section 5.01(a) or (b)); and

(f) any Liens created by Borrower or any Subsidiary under any Loan Document in favor of Administrative Agent, for its benefit and the benefit of the Lenders.

SECTION 6.03 Fundamental Changes. No Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly merge, dissolve, liquidate, consolidate with or into another Person, or make any Disposition to or in favor of any Person except if, after giving effect to such transaction (i) no Event of Default exists or would result therefrom, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 after giving effect to such transaction, and (iii) with respect to any merger or consolidation involving the Borrower, the Borrower shall be the surviving corporation, or involving another Loan Party (other than Borrower), the Loan Party shall be the surviving party.

SECTION 6.04 Change in Nature of Business. No Loan Party shall, nor shall it permit, any Subsidiary to, engage in any material line of business substantially different from (i) those lines of business conducted by the Loan Parties and their Subsidiaries on the date hereof or (ii) any business reasonably related or incidental thereto including, without limitation, (A) the operation of gaming facilities, (B) the provision of gaming-related hardware, software or services to customers, (C) the provision of hardware, software or services in the video game industry, social gaming industry or the on-line lottery industry, and/or (D) the facilitation, operation or ownership of Online Gaming activities or businesses, in each case, so long as such business is permitted by applicable Gaming Law and such Loan Party or Subsidiary has obtained any necessary Gaming Authorization therefor.

SECTION 6.05 Investments and Guarantees. No Loan Party will, nor will it permit any Subsidiary to, purchase, hold or acquire any Investment, except:

(a) Investments held by any Loan Party in the form of Cash Equivalents and similar Investments by any Subsidiary that is not a Loan Party;

(b) Investments existing on the date hereof and set forth in Schedule 6.05 (which Schedule may reflect the amount of such Investments as of the month most recently ended prior to the date hereof for which Borrower has completed its consolidated financial statements) of the Disclosure Schedules;

(c) Advances to officers, directors and employees of the Borrower and Subsidiaries for travel, entertainment, relocation and analogous business purposes in the ordinary course of business and in an aggregate amount not to exceed $2,000,000 at any time outstanding;

(d) Any (i) Investment by the Borrower and its Subsidiaries in Loan Parties, (ii) Investment by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, and (iii) Investment by the Loan Parties in Subsidiaries that are not Loan Parties so long as (solely with respect to this clause (iii)) (A) the aggregate amount outstanding after giving effect to such Investment would not exceed the product of (1) $300,000,000 and (2) the number one plus a percentage (expressed as a decimal) equal to the percentage increase at such time in the Borrower’s total consolidated assets subsequent to June 30, 2011, (B) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 after giving effect to such transaction, and (C) no Event of Default is then existing or would be caused thereby;

(e) Investments consisting of extensions of credit in the nature of accounts or notes receivable arising from the grant of trade credit in the ordinary course of business; and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent necessary in order to prevent or limit loss in an aggregate amount at any time not to exceed $50,000,000;

(f) Any Acquisition by Borrower or any Subsidiary involving the acquisition of all of the Equity Interests in, or all or substantially all of the assets of, any Person, that, upon the consummation thereof, will be wholly-owned by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) and which satisfies each of the following requirements:

(i) such Acquisition is not a hostile or contested acquisition;

(ii) both before and after giving effect to such Acquisition, (i) the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Acquisition), will be less than or equal to 2.75 to 1.0, and (ii) no Event of Default is then existing or would be caused thereby;

(iii) neither Borrower nor any Subsidiary shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that would reasonably be expected to have a Material Adverse Effect;

(iv) the provisions of Section 5.09, if applicable, shall have been satisfied;

(v) reasonably prior to such Acquisition, the Administrative Agent shall have received (A) a summary of the material terms of such Acquisition and, if requested by Administrative Agent, copies of the then-current drafts of each material document, instrument and agreement to be executed in connection with such Acquisition (with executed copies to be delivered to Administrative Agent within twenty days after the closing of such Acquisition on the understanding that the executed versions may differ from the drafts previously provided), and (B) with respect to an Acquisition with purchase consideration (including Indebtedness incurred or assumed) in excess of $100,000,000, a copy of all business and financial information related to the Acquisition target reasonably requested by the Administrative Agent including, without limitation, pro forma financial statements (if available), due diligence reports prepared by or on behalf of the Loan Parties or their Subsidiaries and calculation of the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Acquisition); and

(vi) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such Acquisition is to be consummated, a certificate of an officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (f) have been satisfied or will be satisfied on or prior to the consummation of such Acquisition.

(g) Investments in Swap Agreements of the Borrower or any Subsidiary, provided that (i) such Swap Agreements are (or were) entered into by such Person in the ordinary course of business of the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Agreements do not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(h) Investments in joint ventures so long as at the time of such Investment and after giving effect thereto (i) the aggregate amount of such Investments at any time outstanding shall not exceed the product of (A) $75,000,000 and (B) the number one plus a percentage (expressed as a decimal) equal to the percentage increase at such time in the Borrower’s total consolidated assets subsequent to June 30, 2011, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 and (iii) no Event of Default exists or would result therefrom;

(i) Investments in customers so long as at the time of such Investment and after giving effect thereto (i) the aggregate amount of such Investments at any time outstanding does not exceed the product of (A) $75,000,000 and (B) the number one plus a percentage (expressed as a decimal) equal to the percentage increase at such time in the Borrower’s total consolidated assets subsequent to June 30, 2011, (ii) the aggregate amount of such Investments at any time outstanding with respect to any one customer location shall not exceed the product of (A) $25,000,000, and (B) the number one plus a percentage (expressed as a decimal) equal to the percentage increase at such time in the Borrower’s total consolidated assets subsequent to June 30, 2011, (iii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 and (iv) no Event of Default exists or would result therefrom;

(j) Any Investments so long as at the time of such Investment and after giving effect thereto (i) the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Investment) is less than or equal to 2.0 to 1.0, or, if such Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Investment), is greater than 2.0 to 1.0 (A) the aggregate amount of all such Investments incurred pursuant to clause (j) and then outstanding does not exceed the product of (1) $75,000,000 and (2) the number one plus a percentage (expressed as a decimal) equal to the percentage increase at such time in the Borrower’s total consolidated assets subsequent to June 30, 2011, and (B) with respect to Investments in a customer, the aggregate amount of all such Investments at any time outstanding with respect to any one location of such customer shall not exceed the product of (1) $25,000,000, and (2) the number one plus a percentage (expressed as a decimal) equal to the percentage increase at such time in the Borrower’s total consolidated assets subsequent to June 30, 2011, (ii) with respect to any Acquisition, each of the conditions set forth in clause (f) of this Section 6.05 above have been satisfied, (iii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 and (iv) no Event of Default exists or would result therefrom.

For purposes of this Section 6.05: (i) any Investments set forth on Schedule 6.05 hereto which would be permitted under clause (c), (d), (e), (h) or (i) shall be counted against the Dollar limitations applicable to such clause; (ii) any Investments permitted by any of clauses (a) through (i) and also by clause (j) shall first be included in the applicable category set forth in clauses (a) through (i) up to any Dollar limitations applicable thereto and then included in clause (j) up to any Dollar limitation applicable thereto; and (iii) no Default or Event of Default shall occur with respect to an Investment made pursuant to clause (j) during a period when the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Investment) is less than or equal to 2.0 to 1.0, solely as a result of an increase in the Consolidated Net Funded Indebtedness to EBITDA Ratio to greater than 2.0 to 1.0 (subject to Section 6.08(b)) subsequent to making such Investment. For purposes of this Section 6.05, when referring to any Investment, the term “outstanding” means, as applicable, loans and advances which have not been repaid, guarantees and Intercompany Support Letters which have not been cancelled and other investments which have not been repaid or returned, as applicable, to the investor (provided that the amounts of any outstanding Investment shall be determined in accordance with the definition of “Investment”).

SECTION 6.06 Restricted Payments. No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

(a) Each Wholly-Owned Subsidiary may make Restricted Payments to any Loan Party or another Subsidiary;

(b) Each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c) Each Loan Party and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests of such Person; and

(d) The Borrower may make Restricted Payments so long as (i) the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a on a pro forma basis after giving effect to such Restricted Payment) is less than or equal to 1.5 to 1.0, or, if the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Restricted Payment) is greater than 1.5 to 1.0, the aggregate amount of Restricted Payments (other than those permitted under clauses (a), (b) or (c) of this Section 6.06) during the twelve month period ending immediately prior to the date of such Restricted Payment is less than the greater of (x) $125,000,000 or (y) the Consolidated Free Cash Flow for such twelve month period, (ii) after giving effect to such Restricted Payment, the Borrower will have Consolidated Liquidity of not less $10,000,000, (iii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, and (iv) no Event of Default is then existing or would result therefrom.

SECTION 6.07 Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, provided that the following shall be permitted: (a) any Restricted Payment permitted by Section 6.06, (b) transactions among the Loan Parties, (c) intercompany Investments and Indebtedness not prohibited under this Agreement, (d) advances to directors, officers and employees permitted by Section 6.05(c), (e) the payment of any fees, grant of any equity compensation and provision of any benefits to directors of the Borrower who are not employees of the Borrower or any Subsidiary which are described on the Disclosure Schedule or are customary, and any customary fees, compensation and benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, (f) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans for employees of Borrower or its Subsidiaries approved by the Borrower’s board of directors and (g) the disposition of immaterial assets which are obsolete or no longer useful in the business of the transferring Person.

SECTION 6.08 Financial Covenants.

(a) Interest Coverage Ratio. The Borrower will not permit the Consolidated EBITDA to Interest Expense Ratio, determined as of the end of each of its fiscal quarters to be less than 3.00 to 1.0.

(b) Consolidated Net Funded Indebtedness to EBITDA Ratio. The Borrower will not permit the Consolidated Net Funded Indebtedness to EBITDA Ratio, determined as of the end of each of its fiscal quarters, to be greater than 3.00 to 1.00.

SECTION 6.09 Subordinated Debt. No Loan Party will, nor will it permit any Subsidiary to, (a) make any payment or prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Indebtedness of Borrower or any of its Subsidiaries except that such Person may make payments when due under the Subordinated Indebtedness if such payment is permitted under the subordination terms thereof and no Event of Default is then existing or would be caused thereby or (b) make any amendment or modification to any indenture, note or other agreement evidencing or governing any Subordinated Indebtedness except if, after giving effect thereto, (i) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 and (ii) no Event of Default is exists or would result therefrom or, (c) without the prior written consent of Administrative Agent, make any amendment or modification to the subordination provisions applicable to any Subordinated Indebtedness; provided that, any Loan Party may incur Refinancing Indebtedness with respect to such Subordinated Indebtedness which is permitted by Section 6.01.

SECTION 6.10 Patriot Act. No Loan Party shall, nor shall it permit any Subsidiary to, (1) be or become subject at any time to any law, regulation, or list of any Government Authority (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Lenders from making any advance or extension of credit to Borrower or from otherwise conducting business with Borrower or its Subsidiaries, or (2) fail to provide documentary and other evidence of Borrower’s identity as may be requested by Lenders at any time to enable Lenders to verify Borrower’s identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

ARTICLE VII

EVENTS OF DEFAULT

If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and, with respect to a failure to pay a LC Disbursement reimbursement obligation, such failure is not remedied within 2 Business Days after such failure;

(b) the Borrower or any Subsidiary Guarantor shall fail to pay any interest, fee or other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document when and as the same shall become due and payable, and such failure shall continue unremedied for a period of 5 Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary Guarantor in this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) when made or deemed made, or any certificate, consolidated financial statement, report, notice or other writing furnished by the Borrower or any Subsidiary Guarantor to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified;

(d) the Borrower or Subsidiary Guarantor shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, Section 5.03 (solely with respect to a Loan Party’s existence) or 5.08 or in Article VI;

(e) the Borrower or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), or in any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the date of such failure or, if a grace period is already provided in the other Loan Document, such failure shall continue beyond such grace period;

(f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) (i) judgments for payment of money which exceed an aggregate of $50,000,000 shall be rendered against any of Borrower and its Subsidiaries and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 45 days after entry or filing of such judgments, or any action shall be legally taken by a judgment creditor with a judgment in the amount of at least $25,000,000 to attach or levy upon any assets of the Borrower or any Subsidiary to enforce such judgment; or (ii) non-monetary judgments shall be rendered against any of Borrower and its Subsidiaries which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and shall not have been discharged or vacated or had execution thereof stayed pending appeal within 60 days after entry or filing of such judgments, or any action shall be legally taken by a judgment creditor to enforce any such judgment which could reasonably be expected to have a Material Adverse Effect;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000 during the twelve-month period ending with the month in which the latest such ERISA Event occurs;

(m) any Loan Document or any subordination provision applicable to any Subordinated Indebtedness that constitutes Material Indebtedness for any reason ceases to be valid, binding and enforceable in accordance with its terms or any of Borrower and its Subsidiaries shall challenge the enforceability of any Loan Document or any subordination provision applicable to any Subordinated Indebtedness, or shall assert in writing or engage in any action or inaction based on any such assertion that any Loan Document or any subordination provision applicable to any Subordinated Indebtedness has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms;

(n) a Governmental Authority shall have revoked, suspended or not renewed (except for any non-renewal action, suit or proceeding arising out of Borrower’s or such Subsidiary’s voluntary decision not to seek renewal of) any Gaming Authorization of any of Borrower and its Subsidiaries and such revocation, when taken together with all other revocations of Gaming Authorizations of any of Borrower and its Subsidiaries (except for any non-renewal action, suit or proceeding arising out of Borrower’s or such Subsidiary’s voluntary decision not to seek renewal of) during the twelve-month period ending with the month in which the latest such revocation occurs could reasonably be expected to result in a Material Adverse Effect; or

(o) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and the other Obligations, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and all other Obligations, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including, without limitation, the execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder and under the other Loan Documents shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and under the other Loan Documents.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith or with the other Loan Documents, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in the other Loan Documents, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in Chicago, Illinois, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

None of the Syndication Agent, Co-Documentation Agents or Senior Managing Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention of Xxxxx X. Xxxxxxxxxxxx, Chief Financial Officer (Telecopy No. 000-000-0000; e-mail: xxxxxxxxxxxxx@xxx.xxx) with a copy to Xxxxxxxx XxXxxx, General Counsel at the same address (Telecopy No. 000-000-0000; e-mail: xxxxxxx@xxx.xxx);

(ii) if to the Administrative Agent with respect to borrowing, conversion, continuation and payment, to (A) JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn, Mail Code-IL1-0010, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxx Xxx (Telephone: 000-000-0000; Telecopy: 000-000-0000; Email: xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx) and (B) if such communication or notice relates to a Foreign Currency Loan, to JPMEL at the office set forth on the Foreign Currency Administrative Schedule;

(iii) if to Administrative Agent with respect to any other matters, to JPMorgan Chase Bank, N.A., 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx X. Xxxx and Xxxxxxx X. Xxxxx (Telecopy No. 000-000-0000; e-mail: xxxxxx.x.xxxx@xxxxx.xxx and xxxxxxx.x.xxxxx@xxxxxxxx.xxx);

(iv) if to the Issuing Banks, to them at JPMorgan Chase Bank, N.A., 000 Xxxxx Xxxxxxxxx Plaza, Mail Code IL1-0236, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx Xxxxxxxx, Letters of Credit (Telephone: 000-000-0000; Telecopy No. 000-000-0000; e-mail: xxxxx.x.xxxxxxxx@xxxxxxxx.xxx) and Bank of America, N.A., Standby Letters of Credit, 0000 Xxxx Xxxxxx Xxxxxx, Mail Code, CA9-705-07-05, Xxx Xxxxxxx, XX 00000-0000, (Telecopy No. 213-457-8841); email: xxx_xxxxxxx_xxxxxxx_xx@xxxxxxxxxxxxx.xxx);

(v) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn, Mail Code-IL1-0010, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Attention: Xxxx Xxx (Telephone: 000-000-0000; Telecopy: 000-000-0000; Email: xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx);

(vi) if to any other Lender, to it at its address (telecopy number or e-mail address) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Subject to the remainder of this 9.01(b), Borrower and Administrative Agent (with respect to notices under Section 9.01(a) above) agree to accept notices at the e-mail addresses set forth above. All such notices and other communications (i) sent to an e-mail address shall be deemed received only upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that, if not given during the normal business hours of the recipient, shall not be deemed to have been received until the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website (if permitted hereby) shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor. Any notice given pursuant to this Section 9.01(b) which is not deemed received in accordance with the foregoing procedures shall not be effective for any purpose.

(c) Any party hereto may change its address or telecopy number or email address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02 Waivers; Amendments.

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any Subsidiary from any such provision hereof or thereof shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release all or substantially all of the Subsidiary Guarantors, or (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any Loan Document or make any determination or grant any consent hereunder or under any Loan Document, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, an Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be.

(c) Notwithstanding the foregoing, the Administrative Agent may (i) amend Schedule 2.01 to reflect Commitment Increases, Additional Commitment Lenders and other changes contemplated by Section 2.04 and assignments entered into pursuant to Section 9.04, and (ii) waive payment of the fee required under Section 9.04(b).

SECTION 9.03 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all reasonable out-of-pocket losses, costs or expenses incurred by any Lender sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to such lender from any Foreign Currency to its Dollar Equivalent; provided that such conversion shall have resulted from the Borrower’s failure to comply with its obligations hereunder.

(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the applicable Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the applicable Issuing Bank or the Swingline Lender in its capacity as such. Each Restatement Lender represents as of the date hereof to each other Lender a party hereto as of the date hereof that it has no knowledge (without investigation or inquiry) of any existing matters that would require such other Lenders to indemnify the Administrative Agent, an Issuing Bank or the Swingline Lender pursuant to this Section 9.03(c).

(d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable upon written demand therefor.

SECTION 9.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder or under any other Loan Document except in accordance with this Section. Nothing in this Agreement or the other Loan Documents, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or any other Loan Document.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it).

(ii) Assignments shall be subject to the following additional conditions:

(i) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 (and integral multiples of $1,000,000 in excess thereof) unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

(iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(v) when the consent of Borrower is required for an assignment pursuant to the definition of Eligible Assignee, Borrower shall be provided with at least 10 days prior notice of such assignment.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16 and 2.17, the last sentence of Section 2.18(a) and Section 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement or the other Loan Documents that does not comply with this Section 9.04 shall be treated for purposes of this Agreement and the other Loan Documents as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement or the other Loan Documents unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents and (D) to the extent required under applicable Gaming Laws, each Participant must be registered with, approved by, or not disapproved by (whichever may be required under applicable Gaming Laws), all applicable Gaming Boards and may not be the subject of a Lender Disqualification. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 and the last sentence of Section 2.18(a) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. All Participants agree to be bound by and comply with the provisions of Section 2.19 as if they were “Lenders” under this Agreement, and each participation agreement between any Lender and any Participant shall expressly so provide for the benefit of the Borrower. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder and the other Loan Documents or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Loan Parties herein and the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and the other Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or the other Loan Documents is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16 and 2.17, the last sentence of Section 2.18(a) and Section 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement and the other Loan Documents or any provision hereof or thereof.

SECTION 9.06 Counterparts; Integration; Effectiveness. This Agreement and the other Loan Documents may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement and the other Loan Documents by telecopy or an electronic image transmitted via electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement and the other Loan Documents.

SECTION 9.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final or otherwise, but excluding (i) any restricted cash, restricted investments or other funds for progressive jackpots, (ii) any restricted cash, restricted investments or other funds held by any Loan Party in trust to pay to gambling winners, (iii) any restricted cash, restricted investments or other funds held on account for gambling players and (iv) deposits on account by customers), at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the obligations of such Loan Party now or hereafter existing under the Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The applicable Lender shall notify the Borrower and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the law of the State of Illinois.

(b) Administrative Agent, each Issuing Bank, each Lender and each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Illinois sitting in Xxxx County and of the United States District Court of the Northern District of Illinois (Eastern Division), and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois State court or, to the extent permitted by law, in such Federal court. Nothing in any Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or its properties in the courts of any jurisdiction.

(c) Administrative Agent, each Issuing Bank, each Lender and each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, or to the extent requested by any Gaming Board or any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (d) to any other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to a written or electronic agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the written consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower or its Subsidiaries (whether directly from Borrower or its Subsidiaries or indirectly from Borrower or its Subsidiaries through the Administrative Agent or another Lender or Issuing Bank). For the purposes of this Section, “Information” means all information received from any of the Borrower and its Subsidiaries relating to any of the Borrower and its Subsidiaries or any of their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

SECTION 9.15 Cooperation with Gaming Boards. The Administrative Agent, Issuing Banks and the Lenders agree to, at the request and expense of Borrower, commercially reasonably cooperate with all Gaming Boards in connection with the administration of their regulatory jurisdiction over the Borrower and its Subsidiaries, including the provision of such documents and other information as may be reasonably requested by any such Gaming Board relating to Borrower or any of its Subsidiaries or to the Loan Documents.

SECTION 9.16 Judgment Currency.

(a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender or Issuing Bank of the full amount of Dollars expressed to be payable to the Administrative Agent or such Lender or Issuing Bank under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in Dollars, the conversion shall be made at the Dollar Equivalent determined as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Loan Parties shall pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 9.16, such amounts shall include any premium and costs payable in connection with the purchase of Dollars.

SECTION 9.17 Effect of Amendment and Restatement; Reaffirmation of other Loan Documents. Upon the date of this Agreement, the Restated Agreement (and, except as otherwise set forth in the following proviso, all obligations and rights of any party thereunder), shall be amended and restated by this Agreement; provided however, that the obligation to repay the loans and advances arising under the Restated Agreement shall continue in full force and effect but shall now be governed by the terms of this Agreement and the other Loan Documents. All Loan Documents that were executed and delivered in connection with the Restated Agreement (as such Loan Documents may have been amended, restated, supplemented or otherwise modified), are hereby reaffirmed and shall continue in full force and effect; provided that, all references in such Loan Documents to the Restated Agreement shall, without anything further, be deemed to refer to this Agreement (as may from time to time be amended, restated, supplemented or otherwise modified). Borrower acknowledges and agrees that the Obligations evidenced by the Restated Agreement and other Loan Documents executed in connection with the Restated Agreement (as such Loan Documents may have been amended, restated, supplemented or otherwise modified) have not been satisfied but instead have become part of the Obligations governed by the terms of this Agreement and under the other Loan Documents. No action or inaction by the Administrative Agent or Lenders prior to the date of this Agreement shall be deemed to have established a course of conduct among the parties hereto. All rights, duties and obligations of the parties to this Agreement shall be solely as set forth in this Agreement and the other Loan Documents.

ARTICLE X

GUARANTY

SECTION 10.01 Guaranty. Each Subsidiary Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations and all reasonable costs and expenses including, without limitation, all court costs and reasonable out-of-pocket attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, the Borrower, any Subsidiary Guarantor or any other guarantor of all or any part of the Obligations (such costs and expenses, together with the Obligations, collectively the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Subsidiary Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

SECTION 10.02 Guaranty of Payment. This Subsidiary Guaranty is a guaranty of payment and not of collection. Each Subsidiary Guarantor waives any right to require the Administrative Agent, any Issuing Bank or any Lender to xxx the Borrower, any Subsidiary Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 10.03 No Discharge or Diminishment of Subsidiary Guaranty.

(a) Except as otherwise provided for herein, the obligations of each Subsidiary Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Subsidiary Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Issuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.

(b) The obligations of each Subsidiary Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of any Subsidiary Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Subsidiary Guarantor or that would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION 10.04 Defenses Waived. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any Subsidiary Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of the Borrower or any Subsidiary Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Subsidiary Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party, or any other person.

The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Subsidiary Guarantor under this Subsidiary Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Subsidiary Guarantor against any Obligated Party or any security.

SECTION 10.05 Rights of Subrogation. No Subsidiary Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Subsidiary Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Banks and the Lenders.

SECTION 10.06 Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, each Subsidiary Guarantor’s obligations under this Subsidiary Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Banks and the Lenders are in possession of this Subsidiary Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Subsidiary Guarantors forthwith on demand by the Lender.

SECTION 10.07 Information. Each Subsidiary Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Subsidiary Guarantor assumes and incurs under this Subsidiary Guaranty, and agrees that neither the Administrative Agent, any Issuing Bank nor any Lender shall have any duty to advise any Subsidiary Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08 Termination. The Lenders may continue to make loans or extend credit to the Borrower based on this Subsidiary Guaranty until five days after it receives written notice of termination from any Subsidiary Guarantor. Notwithstanding receipt of any such notice, each Subsidiary Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations.

SECTION 10.09 Taxes. All payments of the Guaranteed Obligations will be made by each Subsidiary Guarantor free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Subsidiary Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Subsidiary Guarantor shall make such deductions and (iii) such Subsidiary Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

SECTION 10.10 Maximum Liability. Each Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the Administrative Agent and each other Lender, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Guaranteed Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the Guaranteed Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Subsidiary Guarantors hereby irrevocably agree that if the obligations of any Subsidiary Guarantor under this Subsidiary Guaranty would otherwise be unlawful, avoidable, invalid or unenforceable under such laws on account of the amount of such Subsidiary Guarantor’s liability under the Subsidiary Guaranty (after giving effect to the right of contribution established in Section 10.11), then the Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary Guaranty shall, without further action by the Subsidiary Guarantors, Administrative Agent or Lenders, be automatically limited or reduced to the maximum amount as will result in the Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary Guaranty that would be lawful, not subject to avoidance, valid and enforceable under such laws (such maximum amount being the relevant Subsidiary Guarantor’s “Maximum Liability”). Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Subsidiary Guarantor without impairing this Subsidiary Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Subsidiary Guarantor’s obligations hereunder beyond its Maximum Liability.

SECTION 10.11 Contribution. In the event any Subsidiary Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Subsidiary Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Subsidiary Guaranty, each other Subsidiary Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Guarantor Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “Applicable Guarantor Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrower after the Effective Date (whether by loan, capital infusion or by other means (excluding payment for sales in the ordinary course of business)) to (ii) the aggregate Maximum Liability of all Subsidiary Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Subsidiary Guarantor, the aggregate amount of all monies received by such Subsidiary Guarantors from the Borrower after the Effective Date (whether by loan, capital infusion or by other means(excluding payment for sales in the ordinary course of business)). Nothing in this provision shall affect any Subsidiary Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Subsidiary Guarantor’s Maximum Liability). Each of the Subsidiary Guarantors covenants and agrees that its right to receive any contribution under this Subsidiary Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Administrative Agent, the Issuing Banks, the Lenders and the Subsidiary Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.12 Liability Cumulative. The liability of each Loan Party as a Subsidiary Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Banks and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

(Signature Page Follows)

(Signature Page to Second Amended and Restated Credit Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


BORROWER:	WMS INDUSTRIES INC.

	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Chairman and CEO

	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxxxx
		Title: Executive Vice President, Chief Financial Officer & Treasurer

OTHER LOAN PARTIES:	WMS GAMING INC.

	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Xxxxx X. Xxxxxxxxxxxx Executive Vice President, Chief Financial Officer and Treasurer

	XXXXXXXX ELECTRONICS GAMES, INC.

	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Xxxxx X. Xxxxxxxxxxxx Executive Vice President, Chief Financial Officer and Treasurer

	WMS FINANCE INC.

	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Xxxxx X. Xxxxxxxxxxxx Executive Vice President, Chief Financial Officer and Treasurer

(Signature Page to Second Amended and Restated Credit Agreement)


OTHER LOAN PARTIES:	WMS INTERNATIONAL HOLDINGS INC.

	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Xxxxx X. Xxxxxxxxxxxx Executive Vice President, Chief Financial Officer and Treasurer

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

	By:	/s/ Xxxxxx X. Xxxx
		Xxxxxx X. Xxxx Senior Vice President

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	BANK OF AMERICA, N.A.

	By:	/s/ Xxxxxx Xxxx
		Xxxxxx Xxxx Senior Vice President

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	XXXXX FARGO BANK, NATIONAL ASSOCIATION

	By:	/s/ Xxxxxx Feutsch
		Xxxxxx Feutsch Senior Vice President

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	KEYBANK, NATIONAL ASSOCIATION

	By:	/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx Assistant Vice President

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	COMPASS BANK

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx Title: SVP

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	UNION BANK N.A.

	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx Title: Vice President

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	FIFTH THIRD BANK

	By:	/s/ S. Xxxxxxx XxXxxxxxx
		Name: S. Xxxxxxx XxXxxxxxx Title: Vice President

(Signature Page to Second Amended and Restated Credit Agreement)


LENDERS:	PNC BANK, NATIONAL ASSOCIATION

	By:	/s/ Xxx X. Xxxxxx
		Name: Xxx X. Xxxxxx Title: Senior Vice President

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the effective date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

[and is an Affiliate/Approved Fund of [identify Lender]¹]

3. Borrower(s):

4. Administrative Agent: , as the administrative agent under the Credit Agreement

5. Credit Agreement: The Second Amended and Restated Credit Agreement dated as of October 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time) among WMS INDUSTRIES INC., the other Loan Parties, the Lenders parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto]

¹	Select as applicable.

Exhibit A – Page 1

6.	Assigned Interest:


Facility Assigned	Aggregate Amount of Commitment/ Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans²

	$	$		%

	$	$		%

	$	$		%

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

[NAME OF ASSIGNOR]

By:
Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
Title:

²	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A – Page 2


[Consented to and]³ Accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:
Title:

[Consented to:]⁴

[NAME OF RELEVANT PARTY]

By:
Title:

³	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁴	To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Exhibit A – Page 3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

Exhibit A – Page 4

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or an electronic image transmitted via electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Illinois.

Exhibit A – Page 5

EXHIBIT B

CLOSING DOCUMENT LIST

(Attached Hereto)

JPMORGAN CHASE BANK, N.A.

CLOSING CHECKLIST

WMS INDUSTRIES INC.

AND THE OTHER LOAN PARTIES

$300,000,000 Revolving Loan Facility

CLOSING DATE: October 18, 2011

PARTIES TO THE TRANSACTION


AGENT:		JPMORGAN CHASE BANK, N.A. 0000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 Attn: Xxxxxx X. Xxxx Tel: (000) 000-0000 E-mail: xxxxxx.x.xxxx@xxxxx.xxx Attn: Xxxxxxx X. Xxxxx Tel: (000) 000-0000 Email: Xxxxxxx.x.xxxxxx@xxxxxxxx.xxx

AGENT’S COUNSEL (“AC”):		Xxxxxx Price, P.C. 000 Xxxxx XxXxxxx Xxxxxx, 00^xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 Attn: Xxxx X. Xxxxxxx Tel.: (000) 000-0000 E-mail: xxxxxxxx@xxxxxxxxxxx.xxx Attn: Xxxxxxx Xxxx Tel: (000) 000-0000 E-mail: xxxxx@xxxxxxxxxxx.xxx

Exhibit B – Page 1


BORROWER:		WMS INDUSTRIES INC., a Delaware corporation (“Borrower”)

OTHER LOAN PARTIES:		WMS GAMING INC., a Delaware corporation (“WMS Gaming”)

		XXXXXXXX ELECTRONICS GAMES INC., a Delaware corporation (“Xxxxxxxx Electronics”)

		WMS FINANCE INC., a Delaware corporation (“WMS Finance”)

		WMS INTERNATIONAL HOLDINGS INC., a Delaware corporation (“WMS International”)

		c/o WMS INDUSTRIES INC. 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attn: Xxxxx X. Xxxxxxxxxxxx Fax: (000) 000-0000 Email: xxxxxxxxxxxxx@xxxxxxxxx.xxx

		Xxxxxxxx XxXxxx, General Counsel Fax: (000) 000-0000 Email: xxxxxxx@xxxxxxxxx.xxx

		XxXxxxxx Xxxx Files, Assistant General Counsel Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxx@xxxxxxxxx.xxx

COUNSEL TO BORROWER AND OTHER LOAN PARTIES (“BC”):		XXXXXXXXX XXXXX & XXXXX LLP 000 X. Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Xxxxxxx X. Xxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx Xxxxxxx Xxxxx E-mail: xxxxxxx@xxxxxx.xxx

Exhibit B – Page 2


A. Loan Documents

1. Amended and Restated Credit Agreement among Borrower, the other Loan Parties, the Lenders and Administrative Agent		AC

(a) Exhibits:
(i) Exhibit A—Form of Assignment and Acceptance		AC
(ii) Exhibit B—Form of Document Checklist		AC
(iii) Exhibit C—Form of Compliance Certificate		AC
(iv) Exhibit D—Form of Joinder Agreement		AC

(b) Schedules
(i) Schedule 1.01—Foreign Currency		AC
(ii) Schedule 2.01—Commitments		AC
(iii) Schedule 2.06—Letters of Credit		AC

(c) Disclosure Schedules		Borrower
(i) Disclosures Schedules (re: Representations and Warranties)
(ii) Schedule 3.12—Organizational Chart
(iii) Schedule 6.01—Existing Indebtedness
(iv) Schedule 6.02—Existing Liens
(v) Schedule 6.05—Existing Investment

2. Revolving Note (for those Lenders requesting them)		AC

(a) KeyBank $50,000,000
(b) Compass Bank $50,000,000
(c) Union Bank $50,000,000
(d) Fifth Third Bank $30,000,000
(e) PNC $30,000,000

3. Officer’s Closing Certificate (re closing condition Section 4.01(g)),		AC

(a) together with attached licenses and consents		Borrower

4. Borrowing Request		Borrower

5. Pay Proceeds Letter		AC/Borrower

B. UCC Information

6. UCC, Tax Lien and Judgment Searches		AC

Exhibit B – Page 3


C. Organizational Documents

7. Borrower’s Secretary’s Certificate re:		Borrower

(a) Certificate of Incorporation, certified as of a recent date by the Secretary of State of Delaware
(b) By-Laws
(c) Resolutions
(d) Incumbency

8. WMS Gaming Secretary’s Certificate re:		Borrower

(a) Certificate of Incorporation, certified as of a recent date by the Secretary of State of Delaware
(b) By-Laws
(c) Resolutions
(d) Incumbency

9. Xxxxxxxx Electronics’ Secretary’s Certificate re:		Borrower

(a) Certificate of Incorporation, certified as of a recent date by the Secretary of State of Delaware
(b) By-Laws
(c) Resolutions
(d) Incumbency

10. WMS Finance’s Secretary’s Certificate re:		Borrower

(a) Certificate of Incorporation, certified as of a recent date by the Secretary of State of Delaware
(b) By-Laws
(c) Resolutions
(d) Incumbency

11. WMS International’s Secretary’s Certificate re:		Borrower

(a) Certificate of Incorporation, certified as of a recent date by the Secretary of State of Delaware
(b) By-Laws
(c) Resolutions
(d) Incumbency

12. Good Standing Certificates		Borrower

(a) Borrower
(i) Delaware
(ii) Illinois

Exhibit B – Page 4



(b) WMS Gaming
(i) Delaware
(ii) Illinois

(c) Xxxxxxxx Electronics
(i) Delaware
(ii) Illinois

(d) WMS Finance
(i) Delaware

(e) WMS International
(i) Delaware

D. Attorney Opinions

13. Opinions re Loan Documents		BC

(a) Xxxxxxxxx Xxxxx & Xxxxx LLP
(b) Xxxxxxxx XxXxxx
(c) Xxxxxxx X. Xxxxx

E. Other

14. Fee Letter		AC

15. Executed Information Certificate, together with the attachments required thereby		Borrower

16. Administrative Questionnaire

17. Foreign Currency Administrative Questionnaire

Exhibit B – Page 5

EXHIBIT C

COMPLIANCE CERTIFICATE

To: The Lenders parties to the

Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement dated as of October 18, 2011 (as amended, modified, renewed or extended from time to time, the “Agreement”) among WMS INDUSTRIES INC. (the “Borrower”), the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as the Issuing Bank. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected [Insert Title] of the Borrower;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached consolidated financial statements [for quarterly financial statements add: and such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of complete footnotes];

3. The review described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement, except as disclosed below;

4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with the covenants contained in Sections 6.01 (clauses (c), (d), (g), (j) and (k)), 6.02(e), 6.05 (clauses (c), (d), (e), (h), (i) and (j)), 6.06(d) and 6.08 of the Agreement, all of which data and computations are true, complete and correct; and

5. Schedule II hereto sets forth the computations necessary to determine the Applicable Rate commencing five (5) Business Days after the consolidated financial statements attached hereto are delivered to Administrative Agent.

Exhibit C – Page 1

6. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event or (i) the change in GAAP or the application thereof and the effect of such change on the attached financial statements:

The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto, are made and delivered, and the financial statements delivered with this Certificate in support hereof are delivered, this day of , .


WMS INDUSTRIES INC.

By:
Name:
Title:

Exhibit C – Page 2

SCHEDULE I

Compliance as of , with

Provisions of and of

the Agreement

Exhibit C – Page 3

SCHEDULE II

Borrower’s Applicable Rate Calculation

Exhibit C – Page 4

EXHIBIT D

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of , , 200 , is entered into between , a (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement, dated as of October 18, 2011 among WMS INDUSTRIES INC. (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a “Subsidiary Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Subsidiary Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10 of the Credit Agreement, hereby guarantees, jointly and severally with the other Subsidiary Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Subsidiary Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Loan Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:

Exhibit D – Page 1

4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


[NEW SUBSIDIARY]

By:
Name:
Title:


JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:
Name:
Title:

Exhibit D – Page 2

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2011 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as...

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