0001047469-04-025816 Sample Contracts

EMPLOYMENT AGREEMENT by and between SCIENTIFIC GAMES CORPORATION and DEWAYNE E. LAIRD dated as of November 1, 2002
Employment Agreement • August 9th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York

This EMPLOYMENT AGREEMENT (this "Agreement") is made as of November 1, 2002 (the "Effective Date"), by and between SCIENTIFIC GAMES CORPORATION, a Delaware corporation formerly known as Autotote Corporation (the "Company"), and DeWayne E. Laird ("Executive").

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SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 9th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York

SECOND AMENDMENT AND CONSENT, dated as of June 30, 2004 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of November 6, 2003, supplemented and as amended by that certain First Amendment, dated as of April 30, 2004 (as further amended, supplemented or otherwise modified in writing prior to the date hereof, the "Credit Agreement"), among SCIENTIFIC GAMES CORPORATION, a Delaware corporation (the "Borrower"), the several banks, financial institutions and other entities from time to time parties thereto, BEAR STEARNS & CO. INC., as sole lead arranger and sole bookrunner, DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE FIRST BOSTON, as co-arrangers and co-documentation agents, BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, the "Syndication Agent"), and THE BANK OF NEW YORK, as administrative agent (in such capacity, the "Administrative Agent");

FIRST AMENDMENT
Credit Agreement • August 9th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York

FIRST AMENDMENT, dated as of April 30, 2004 (this "Amendment"), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 6, 2003 (as amended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among SCIENTIFIC GAMES CORPORATION (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), BEAR, STEARNS & CO. INC., as sole lead arranger and sole bookrunner (in such capacity, the "Lead Arranger"), DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE FIRST BOSTON, as co-arrangers (in such capacity, the "Co-Arrangers"), DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE FIRST BOSTON, as co-documentation agents (in such capacity, the "Co-Documentation Agents"), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, the "Syndication Agent"), and THE BANK OF NEW YORK, as administrative agent (in such capacity, the "Administrative Agent").

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