Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of August 25, 2011 (this “Agreement”), to the Credit Agreement dated as of June 9, 2008, as amended and restated as of February 12, 2010 (as in effect immediately prior to the Second Restatement Effective Date (as defined below), the “First Restated Credit Agreement”), among SCIENTIFIC GAMES INTERNATIONAL, INC. (the “Borrower”), SCIENTIFIC GAMES CORPORATION (“Holdings”), the lenders from time to time party thereto (the “Existing Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

WHEREAS, pursuant to the First Restated Credit Agreement, the Existing Lenders have extended credit to the Borrower.

WHEREAS, the Borrower has requested that the First Restated Credit Agreement be amended and restated in the form attached hereto as Exhibit A (the “Second Restated Credit Agreement”) (a) to extend the final maturity date of all or a portion of the Revolving Commitments (such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Section 1 below) and Term Loans, in each case outstanding under the First Restated Credit Agreement and (b) to modify certain other provisions of the First Restated Credit Agreement as provided herein;

WHEREAS, upon the Second Restatement Effective Date, certain of the terms of the Term Loans of each Term Lender, and certain of the terms of the Dollar Revolving Commitments and Multicurrency Revolving Commitments of each Dollar Revolving Lender and Multicurrency Revolving Lender that, in each case, approves this Agreement and elects to convert its Term Loans into Tranche B-1 Term Loans, its Dollar Revolving Commitments into Class A Dollar Revolving Commitments or its Multicurrency Revolving Commitments  into Class A Multicurrency Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent (or its counsel) a signature page to this Agreement designating itself as such will be modified as set forth herein; and

WHEREAS, each of Holdings, the Borrower, the Administrative Agent and the Lenders whose signatures appear below are willing to amend and restate the First Restated Credit Agreement on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the above recitals and the covenants and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereby agrees as follows:

SECTION 1.  Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Second Restated Credit Agreement, except that the defined terms “Dollar Revolving Commitment”, “Dollar

Revolving Lender”, “Dollar Revolving Loan”, “Multicurrency Revolving Commitment”, “Multicurrency Revolving Lender”, “Multicurrency Revolving Loan”, “Term Lender” and “Term Loan” shall have the meanings assigned to such terms in the First Restated Credit Agreement.  The provisions of Section 1.2 of the Second Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.  The following terms shall have the following meanings:

“Declining Dollar Revolving Lender”:  each Dollar Revolving Lender that is not an Extending Dollar Revolving Lender.

“Declining Lender”:  a Declining Term Lender, a Declining Dollar Revolving Lender or a Declining Multicurrency Revolving Lender.

“Declining Multicurrency Revolving Lender”:  each Multicurrency Revolving Lender that is not an Extending Multicurrency Revolving Lender.

“Declining Term Lender”:  each Term Lender that is not an Extending Term Lender.

“Extending Dollar Revolving Lender”:  each Dollar Revolving Lender that elects to extend the termination date of all, but not less than all, of its Dollar Revolving Commitment pursuant to the terms set forth herein and in the Second Restated Credit Agreement and approves this Agreement by delivering a signature page to this Agreement to the Administrative Agent (or its counsel) designating itself as an Extending Dollar Revolving Lender.

“Extending Lender”:  an Extending Term Lender, an Extending Dollar Revolving Lender or an Extending Multicurrency Revolving Lender.

“Extending Multicurrency Revolving Lender”:  each Multicurrency Revolving Lender that elects to extend the termination date of all, but not less than all, of its Multicurrency Revolving Commitment pursuant to the terms set forth herein and in the Second Restated Credit Agreement and approves this Agreement by delivering a signature page to this Agreement to the Administrative Agent (or its counsel) designating itself as an Extending Multicurrency Revolving Lender.

“Extending Term Lender”:  each Term Lender that elects to extend the maturity date of all, but not less than all, of its Term Loans pursuant to the terms set forth herein and in the Second Restated Credit Agreement and approves this Agreement by delivering a signature page to this Agreement to the Administrative Agent (or its counsel) designating itself as an Extending Term Lender.

SECTION 2.  Amendment and Restatement of the First Restated Credit Agreement.  Effective on the Second Restatement Effective Date, the First Restated Credit Agreement (excluding the exhibits thereto to the extent not attached as part of Exhibit A hereto, each of which shall remain unchanged) is hereby amended and restated to read in its entirety in the form of the Second Restated Credit Agreement attached as Exhibit A hereto.  From and after the Second Restatement Effective Date, the terms

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“Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Second Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Second Restated Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Second Restated Credit Agreement.

SECTION 3.  Term Loans; Revolving Commitments and Revolving Loans. (a)  Subject to the terms and conditions set forth herein and in the Second Restated Credit Agreement, effective upon the Second Restatement Effective Date (a) each Extending Term Lender shall be a Tranche B-1 Term Lender under the Second Restated Credit Agreement and its Term Loans shall be Tranche B-1 Term Loans thereunder and (b) each Declining Term Lender shall be a Tranche B-2 Term Lender under the Second Restated Credit Agreement and its Term Loans shall be Tranche B-2 Term Loans thereunder.

(b)  Subject to the terms and conditions set forth herein and in the Second Restated Credit Agreement, effective upon the Second Restatement Effective Date, (a) each Extending Dollar Revolving Lender shall be a Class A Dollar Revolving Lender under the Second Restated Credit Agreement and its Dollar Revolving Commitment and Dollar Revolving Loans shall be a Class A Dollar Revolving Commitment and Class A Dollar Revolving Loans, respectively, thereunder, (b) each Extending Multicurrency Revolving Lender shall be a Class A Multicurrency Revolving Lender under the Second Restated Credit Agreement and its Multicurrency Revolving Commitment and Multicurrency Revolving Loans shall be a Class A Multicurrency Revolving Commitment and Class A Multicurrency Revolving Loans, respectively, thereunder, (c) each Declining Dollar Revolving Lender shall be a Class B Dollar Revolving Lender under the Second Restated Credit Agreement and its Dollar Revolving Commitment and Dollar Revolving Loans shall be a Class B Dollar Revolving Commitment and Class B Dollar Revolving Loans thereunder, respectively, and (d) each Declining Multicurrency Revolving Lender shall be a Class B Multicurrency Revolving Lender under the Second Restated Credit Agreement and its Multicurrency Revolving Commitment and Multicurrency Revolving Loans shall be a Class B Multicurrency Revolving Commitment and Class B Multicurrency Revolving Loans thereunder, respectively.

(c)  Notwithstanding anything to the contrary contained in the First Restated Credit Agreement or the Second Restated Credit Agreement, the Borrower may, within 30 Business Days following the Second Restatement Effective Date, replace any Declining Lender in accordance with the provisions of Section 4.13 of the Second Restated Credit Agreement and may require such Declining Lender to assign its Tranche B-2 Term Loans or Class B Revolving Commitments and Class B Revolving Loans, as applicable, to a replacement financial institution pursuant thereto and for purposes thereof, the transactions contemplated hereby shall be deemed to be a Conversion Offer under Section 4.19(b) of the Second Restated Credit Agreement (and to have satisfied the conditions set forth in such Section), and each Declining Lender shall be deemed to have elected not to convert its

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Tranche B-2 Term Loans or Class B Revolving Commitments and Class B Revolving Loans, as applicable, pursuant to such Conversion Offer.

SECTION 4.  Representations and Warranties. To induce the other parties hereto to enter into this Agreement, each Loan Party hereby represents and warrants to each of the other parties hereto, that:

(a)  This Agreement has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b)  Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Second Restatement Effective Date as if made on the Second Restatement Effective Date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they shall be so true and correct in all material respects as of such earlier date.

(c)  No Default or Event of Default has occurred and is continuing on the Second Restatement Effective Date or after giving effect to this Agreement and the transactions contemplated hereby.

SECTION 5.  Additional Agreements. Within 30 days following the Second Restatement Effective Date (which period may be extended by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent (a) amendments to each of the Mortgages duly executed by the parties thereto (collectively, the “Mortgage Amendments”) as are necessary to reflect the Extended Term Loan Maturity Date and the Extended Revolving Termination Date and such other amendments thereto as are necessary to reflect the transactions contemplated hereby and by the Second Restated Credit Agreement, (b) evidence reasonably satisfactory to the Administrative Agent of the recording of the Mortgage Amendments in the applicable recording offices or evidence that arrangements for such recording have been made, (c) bring-down endorsements of the title insurance policies issued in connection with the Mortgages insuring the liens of the Mortgages, as amended by the Mortgage Amendments as first priority liens upon the Mortgaged Properties, free of Liens except as expressly permitted by Section 8.3 of the Second Restated Credit Agreement and (d) legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property.

SECTION 6.  Fees.  (a)  The Borrower agrees to pay to the Administrative Agent (i) for the account of each Lender that executes and delivers a copy of this

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Agreement to the Administrative Agent (or its counsel) at or prior to 5:00 p.m., New York City time, on August 25, 2011, an upfront fee in an amount equal to 0.25% of the sum of (x) the aggregate principal amount of Term Loans of such Lender under the First Restated Credit Agreement as of the Second Restatement Effective Date immediately prior to giving effect to this Agreement and the transactions contemplated hereby and (y) the aggregate amount of Revolving Commitments (whether used or unused) of such Lender under the First Restated Credit Agreement as of the Second Restatement Effective Date immediately prior to giving effect to this Agreement and the transactions contemplated hereby that are converted to Tranche B-1 Term Loans and Class A Revolving Commitments, respectively, as of the Second Restatement Effective Date immediately after giving effect to this Agreement and the transactions contemplated hereby, other than any such Tranche B-1 Term Loans or Class A Revolving Commitments that are assigned by JPMorgan Chase Bank, N.A., as assignor, pursuant to the Master Assignment to Purchasing Lenders (as defined below) to the assignees party thereto (the “Assignee Lenders”) and (ii) for the account of each Assignee Lender that executes and delivers a copy of the Master Assignment Agreement to Purchasing Lenders to the Administrative Agent (or its counsel) at or prior to 5:00 p.m., New York City time, on August 25, 2011, an upfront fee in an amount equal to 0.25% of the sum of (x) the aggregate principal amount of Tranche B-1 Term Loans purchased and assumed by such Assignee Lender pursuant thereto and (y) the aggregate amount of Class A Revolving Commitments (whether used or unused) purchased and assumed by such Assignee Lender pursuant thereto (all such upfront fees payable pursuant to clause (i) and (ii), collectively, the “Upfront Fees”); provided that the Borrower shall have no liability for any such Upfront Fees if this Agreement and the Second Restated Credit Agreement do not become effective in accordance with Section 7 below.  The Upfront Fees shall be payable in immediately available funds (A) in the case of the Upfront Fees payable pursuant to clause (i) above, on, and subject to the occurrence of, the Second Restatement Effective Date and (B) in the case of the Upfront Fees payable pursuant to clause (ii) above, on the Effective Date under (and as defined in) the Master Assignment to Purchasing Lenders and subject to the occurrence of the Second Restatement Effective Date.

SECTION 7.  Conditions Precedent.  This Agreement and the Second Restated Credit Agreement shall become effective as of the date (the “Second Restatement Effective Date”) on which each of the following conditions precedent shall have been satisfied or waived:

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

(b)  After giving effect to the transactions contemplated by this Agreement, at least two-thirds of (i) the outstanding Term Loans shall be Tranche B-

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1 Term Loans and (ii) the Revolving Commitments shall be Class A Revolving Commitments;

(c)  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 and the authorization of this Agreement and the Second Restated Credit Agreement and the transactions contemplated hereby and thereby, all in form and substance reasonably satisfactory to the Administrative Agent.

(d)  The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of Latham & Watkins LLP, special counsel to the Loan Parties and (ii) the legal opinion of Ira H. Raphaelson, general counsel of Holdings and its Subsidiaries, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(e)  The Administrative Agent shall have received all fees and other amounts due and payable hereunder or under the First Restated Credit Agreement on or prior to the Second Restatement Effective Date, including the Upfront Fees and, to the extent invoiced at least one Business Day prior to the Second Restatement Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including, without limitation, the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(f)  The Administrative Agent shall have received a completed Perfection Certificate dated as of the Second Restatement Effective Date and signed by an executive officer or Responsible Officer of Holdings and the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) that are not permitted by Section 8.3 of the Second Restated Credit Agreement have been terminated.

(g)  Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the United States PATRIOT Act, to the extent reasonably requested through the Administrative Agent within five Business Days prior to the Second Restatement Effective Date.

(h)  Each of the conditions set forth in Section 6.2(a) and (b) of the Second Restated Credit Agreement shall be satisfied as of the Second Restatement

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Effective Date, and the Administrative Agent shall have received a certification of a Responsible Officer of the Borrower to that effect.

(i)  The Administrative Agent shall be reasonably satisfied that each of the conditions set forth in Section 3 of the Master Assignment Agreement from Assigning Lenders dated as of August 25, 2011, among JPMorgan Chase Bank, N.A., as assignee and as Administrative Agent, the assignors listed on Schedule 1 thereto and the Borrower, shall have been satisfied (or waived as provided therein) and that the transactions contemplated thereby shall have been consummated.

(j)  The Administrative Agent shall be reasonably satisfied that each of the conditions set forth in Section 2 of the Master Assignment Agreement to Purchasing Lenders dated as of August 25, 2011 (the “Master Assignment Agreement to Purchasing Lenders”), among JPMorgan Chase Bank, N.A., as assignor and as Administrative Agent, the assignees listed on Schedule 1 thereto and the Borrower, shall have been satisfied (or waived as provided therein) and that the transactions contemplated thereby shall be consummated substantially contemporaneously with the effectiveness hereof.

The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of the Second Restated Credit Agreement, and such notice shall be conclusive and binding.

SECTION 8.  GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 9.  WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR ANY COUNTERCLAIM THEREIN.

SECTION 10.  Consent and Reaffirmation. Each Guarantor hereby consents to this Agreement and the Second Restated Credit Agreement and the transactions contemplated hereby and thereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Agreement and the Second Restated Credit Agreement, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Obligations (as defined in the Guarantee and Collateral Agreement) and its grant of a security interest pursuant to the Security Documents in its assets that constitute Collateral as collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the Second Restated Credit Agreement and the

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other Loan Documents, including, without limitation, the Tranche B-1 Term Loans and the Class A Revolving Commitments.

SECTION 11.  No Novation. Neither this Agreement nor the effectiveness of the Second Restated Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the First Restated Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement) securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations.  Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the First Restated Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith.  Nothing expressed or implied in this Agreement, the Second Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the First Restated Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement and in the Second Restated Credit Agreement.  The First Restated Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby.  This Agreement shall constitute a Loan Document for all purposes of the First Restated Credit Agreement and the Second Restated Credit Agreement.

SECTION 12.  Notices.  All notices hereunder shall be given in accordance with the provisions of Section 11.2 of the Second Restated Credit Agreement.

SECTION 13.  Severability; Submission to Jurisdiction; Waivers; Acknowledgements.  Sections 11.9, 11.12 and 11.13 of the Second Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 14.  Counterparts.  This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 15.  Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

o                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

o                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x                                  CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

o                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨            CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨            CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨            CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

o                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

o                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

¨                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x                                  CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

o                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x                                  CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

¨                                    CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

o            CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

o                                    CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

o            CONSENT AND EXTEND TERM LOANS

LENDER SIGNATURE PAGE TO

THE SCIENTIFIC GAMES INTERNATIONAL, INC.

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Lenders may consent to this Agreement and elect to become (a) an Extending Dollar Revolving Lender, (b) an Extending Multicurrency Revolving Lender and/or (c) an Extending Term Lender, as applicable. Please indicate your choice by checking the appropriate box(es) below:

x           CONSENT AND EXTEND DOLLAR REVOLVING COMMITMENT

x                                  CONSENT AND EXTEND MULTICURRENCY REVOLVING COMMITMENT

x           CONSENT AND EXTEND TERM LOANS

EXHIBIT A

CREDIT AGREEMENT

Dated as of

June 9, 2008,

as Amended and Restated as of February 12, 2010,

as Further Amended and Restated as of August 25, 2011,

among

SCIENTIFIC GAMES INTERNATIONAL, INC.,
as Borrower,

SCIENTIFIC GAMES CORPORATION,
as Holdings and a Guarantor,

The Several Lenders
from Time to Time Parties Hereto,

and

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

J.P. MORGAN SECURITIES LLC

CREDIT SUISSE SECURITIES (USA) LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

RBS SECURITIES INC.

and

UBS SECURITIES LLC
as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A.

and

UBS SECURITIES LLC

as Co-Syndication Agents,

and

ING CAPITAL LLC
THE ROYAL BANK OF SCOTLAND PLC
DEUTSCHE BANK SECURITIES INC.
and

CREDIT SUISSE SECURITIES (USA) LLC

as Co-Documentation Agents

TABLE OF CONTENTS

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ii

iii

SCHEDULES:

EXHIBITS:

iv

v

CREDIT AGREEMENT, dated as of June 9, 2008, as amended and restated as of February 12, 2010, as further amended and restated as of August 25, 2011, among SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation, as Borrower, SCIENTIFIC GAMES CORPORATION, a Delaware corporation, as Holdings and a Guarantor, the several banks and other financial institutions or entities from time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as administrative agent.

The parties hereto agree as follows:

SECTION 1.   DEFINITIONS

1.1.                              Defined Terms.  As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“Additional Lender”:  any bank or other financial institution (other than any such bank or financial institution that is a Lender at such time) that agrees to provide any portion of an Incremental Term Loan or a Revolving Commitment Increase pursuant to an Incremental Amendment in accordance with Section 4.17 or Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 4.18; provided that each such bank or financial institution shall be reasonably satisfactory to the Administrative Agent and, in the case of any such bank or financial institution providing any portion of a Revolving Commitment Increase or a Refinancing Revolving Commitment, to the Issuing Lenders and, in the case of any such bank or financial institution providing a Dollar Revolving Commitment, the Swingline Lender, in each case such consent not to be unreasonably withheld or delayed.

“Adjustment Date”:  as defined in the definition of the term “Applicable Margin”.

“Administrative Agent”:  JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity, as provided in Section 10.9.

“Administrative Questionnaire”:  shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Foreign Currency”:  as defined in Section 4.7(c).

“Affiliate”:  as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agents”:  the collective reference to the Syndication Agents, the Documentation Agents and the Administrative Agent, which term shall include, for purposes of Section 10 only, the Issuing Lenders.

“Aggregate Exposure”:  with respect to any Lender at any time, the sum of (a) the aggregate then unpaid principal amount of such Lender’s Term Loans, (b) the amount of such Lender’s Revolving Commitments then in effect and (c) if the Revolving Commitments of a Class have been terminated, the amount of such Lender’s Revolving Extensions of Credit of such Class then outstanding.

“Aggregate Exposure Percentage”:  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”:  this Credit Agreement.

“Agreement Currency”:  as defined in Section 11.18(b).

“Amendment”:  Amendment dated as of March 27, 2009, to this Agreement.

“Applicable Creditor”:  as defined in Section 11.18(b).

“Applicable Margin”:  for any day with respect to a Loan, the applicable rate per annum set forth below under the caption “Applicable Margin for Eurocurrency Loans” or “Applicable Margin for Base Rate Loans”, as the case may be, based upon the Consolidated Leverage Ratio as of the most recent determination date:

For purposes of the foregoing, the Applicable Margin shall be adjusted based on changes in the Consolidated Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant

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financial statements are delivered to the Lenders pursuant to Section 7.1 and to remain in effect until the next adjustment to be effected pursuant to this paragraph.  If any financial statements referred to above are not delivered within the time periods specified in Section 7.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the grid above shall apply.  On each Adjustment Date, the Applicable Margin shall be adjusted to be equal to the Applicable Margin opposite the Category determined to exist on such Adjustment Date from the financial statements relating to such Adjustment Date.

“Applicable Senior Debt”: as defined in Section 8.2(h).

“Application”:  an application, in such form as an Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.

“Approved Fund”:  as defined in Section 11.6.

“Asset Sale”:  any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (f), (g), (h), (i), (j), (k), (l), (m), (n), (q) and (u) of Section 8.5) that yields Net Cash Proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000.

“Assignment and Assumption”:  an Assignment and Assumption, substantially in the form of Exhibit E.

“Available Revolving Commitment”:  as to any Revolving Lender under either Revolving Facility at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment under such Revolving Facility then in effect over (b) such Lender’s Revolving Extensions of Credit under such Revolving Facility then outstanding; provided that, in calculating any Dollar Revolving Lender’s Revolving Extensions of Credit under the Dollar Revolving Facility for the purpose of determining commitment fees with respect to such Lender’s Available Revolving Commitment under the Dollar Revolving Facility pursuant to Section 3.5, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be $0.00.

“Base Rate”:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Eurocurrency Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1%.  For purposes hereof, “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Reference Lender as its prime rate in effect at its principal office in New York City, and the Eurocurrency Rate on any day shall be based on the rate per annum appearing on the Reuters “LIBOR01” screen displaying British Bankers’ Association Interest Settlement Rates (or on any successor or substitute screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen, as determined by the Administrative

3

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, two Business Days prior to such day for deposits in dollars with a maturity of one month.  Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate, respectively.

“Base Rate Loans”:  Loans the rate of interest applicable to which is based upon the Base Rate.

“Benefitted Lender”:  as defined in Section 11.7(a).

“Board”:  the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).

“Borrower”:  Scientific Games International, Inc., a Delaware corporation.

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

“Business”:  as defined in Section 5.17(b).

“Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided that (a) when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market, (b) when used in connection with a Multicurrency Revolving Loan denominated in a Foreign Currency, the term “Business Day” shall also exclude any day on which banks in (i) the jurisdiction of the account to which the proceeds of such Loan are to be disbursed and (ii) the jurisdiction in which payments of principal of and interest on such Loan are to be made are authorized or required by law to close and (c) when used in connection with any Loan denominated in Euro, the term “Business Day” shall also exclude any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Administrative Agent to be a suitable replacement) is not open for settlement of payment in Euro.

“Calculation Date”:  with respect to each Foreign Currency, the fifteenth and last day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day); provided that the second Business Day preceding each Borrowing Date with respect to any Multicurrency Revolving Loans denominated in a Foreign Currency shall also be a “Calculation Date” with respect to such Foreign Currency.

“Capital Expenditures”:  for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for (a) the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements,

4

capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its subsidiaries, (b) the purchase or development of computer software or systems to the extent such expenditures are capitalized on the consolidated balance sheet of such Person and its subsidiaries in conformity with GAAP and (c) deferred installation costs; provided that Capital Expenditures shall not include expenditures recorded as consideration paid in connection with acquisitions permitted by Section 8.8(k) or any other related expenditure made substantially contemporaneously therewith.

“Capital Lease Obligations”:  as to any Person, 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, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Collateral Account”:  as defined in Section 4.2(e).

“Cash Equivalents”:  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least “A-1” by Standard & Poor’s Ratings Services (“S&P”) or “P-1” by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least “A” by S&P or “A” by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of Dollar denominated money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the criteria set forth in Securities and Exchange Conversion Rule 2a-7 under the Investment Company Act

5

of 1940, (ii) are rated “AA+” by S&P and “Aa1” by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; (h) in the case of Subsidiaries doing business outside of the United States, substantially similar investments to those set forth in clauses (a) through (g) above denominated in foreign currencies; provided that references to the United States shall be deemed to mean foreign countries having a sovereign rating of “A” or better from either S&P or Moody’s; or (i) in the case of Subsidiaries doing business outside of the United States, substantially similar investments to those set forth in clauses (a) through (g) above denominated in foreign currencies; provided that (i) such investments are held in the ordinary course of business, (ii) the aggregate amount of such investments do not exceed the Dollar Equivalent of $50,000,000 at any time and (iii) such investments would otherwise constitute Cash Equivalents under clause (h) above but for the sovereign debt rating of the country issuing such foreign currency.

“Charges”:  as defined in Section 11.19.

“Class”:  (a) when used in reference to any Loan or borrowing, refers to whether such Loan, or the Loans constituting such borrowing, are Dollar Revolving Loans, Multicurrency Revolving Loans, Term Loans or Swingline Loans, (b) when used in reference to any Commitment, refers to whether such Commitment is a Dollar Revolving Commitment, Multicurrency Revolving Commitment or Term Commitment and (c) when used in reference to any Lender, refers to whether such Lender is a Dollar Revolving Lender, Multicurrency Revolving Lender or Term Lender.

“Class A Dollar Revolving Commitment”:  as to any Class A Dollar Revolving Lender, the obligation of such Lender, if any, to make Class A Dollar Revolving Loans and participate in Swingline Loans and Dollar Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Class A Dollar Revolving Commitment” with respect to such Lender on Schedule 2.1 or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a party to this Agreement, as the same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Class A Dollar Revolving Commitments as of the Second Restatement Effective Date is $145,443,037.97.

“Class A Dollar Revolving Extensions of Credit”:  as to any Class A Dollar Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of Class A Dollar Revolving Loans held by such Lender then outstanding, (b) such Lender’s Dollar Revolving Percentage of the Dollar L/C Obligations then outstanding and (c) such Lender’s Dollar Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Class A Dollar Revolving Lender”:  each Lender that has a Class A Dollar Revolving Commitment or any Class A Dollar Revolving Extensions of Credit.

“Class A Dollar Revolving Loan”:  a Dollar Revolving Loan made by a Class A Dollar Revolving Lender pursuant to its Class A Dollar Revolving Commitment.

“Class A Multicurrency Revolving Commitment”:  as to any Class A Multicurrency Revolving Lender, the obligation of such Lender, if any, to make Class A

6

Multicurrency Revolving Loans and participate in Multicurrency Letters of Credit in an aggregate principal and/or face amount (based on Dollar Equivalents, in the case of amounts denominated in Foreign Currencies) not to exceed the amount set forth under the heading “Class A Multicurrency Revolving Commitment” with respect to such Lender on Schedule 2.1 or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a party to this Agreement, as the same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Class A Multicurrency Revolving Commitments as of the Second Restatement Effective Date is $100,000,000.00.

“Class A Multicurrency Revolving Extensions of Credit”:  as to any Class A Multicurrency Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Class A Multicurrency Revolving Loans denominated in Dollars held by such Lender then outstanding, (b) such Lender’s Multicurrency Revolving Percentage of the Multicurrency L/C Obligations then outstanding and (c) such Lender’s Multicurrency Revolving Percentage of the Dollar Equivalent of the aggregate principal amount of Class A Multicurrency Revolving Loans denominated in Foreign Currencies then outstanding.

“Class A Multicurrency Revolving Lender”:  each Lender that has a Class A Multicurrency Revolving Commitment or any Class A Multicurrency Revolving Extensions of Credit.

“Class A Multicurrency Revolving Loan”:  a Multicurrency Revolving Loan made by a Class A Multicurrency Revolving Lender pursuant to its Class A Multicurrency Revolving Commitment.

“Class A Revolving Commitment”:  a Class A Dollar Revolving Commitment or Class A Multicurrency Revolving Commitment, as applicable.

“Class A Revolving Lender”:  a Class A Dollar Revolving Lender or Class A Multicurrency Revolving Lender, as applicable.

“Class A Revolving Loan”: a Class A Dollar Revolving Loan or Class A Multicurrency Revolving Loan, as applicable.

“Class B Dollar Revolving Commitment”:  as to any Class B Dollar Revolving Lender, the obligation of such Lender, if any, to make Class B Dollar Revolving Loans and participate in Swingline Loans and Dollar Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Class B Dollar Revolving Commitment” with respect to such Lender on Schedule 2.1 or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a party to this Agreement, as the same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Class B Dollar Revolving Commitments as of the Second Restatement Effective Date is $4,556,962.03.

“Class B Dollar Revolving Extensions of Credit”:  as to any Class B Dollar Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of Class B Dollar Revolving Loans held by such Lender then outstanding, (b) such Lender’s

7

Dollar Revolving Percentage of the Dollar L/C Obligations then outstanding and (c) such Lender’s Dollar Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Class B Dollar Revolving Lender”:  each Lender that has a Class B Dollar Revolving Commitment or any Class B Dollar Revolving Extensions of Credit.

“Class B Dollar Revolving Loan”:  a Dollar Revolving Loan made by a Class B Dollar Revolving Lender pursuant to its Class B Dollar Revolving Commitment.

“Class B Multicurrency Revolving Commitment”:  as to any Class B Multicurrency Revolving Lender, the obligation of such Lender, if any, to make Class B Multicurrency Revolving Loans and participate in Multicurrency Letters of Credit in an aggregate principal and/or face amount (based on Dollar Equivalents, in the case of amounts denominated in Foreign Currencies) not to exceed the amount set forth under the heading “Class B Multicurrency Revolving Commitment” with respect to such Lender on Schedule 2.1 or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a party to this Agreement, as the same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Class B Multicurrency Revolving Commitments as of the Second Restatement Effective Date is $0.

“Class B Multicurrency Revolving Extensions of Credit”:  as to any Class B Multicurrency Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Class B Multicurrency Revolving Loans denominated in Dollars held by such Lender then outstanding, (b) such Lender’s Multicurrency Revolving Percentage of the Multicurrency L/C Obligations then outstanding and (c) such Lender’s Multicurrency Revolving Percentage of the Dollar Equivalent of the aggregate principal amount of Class B Multicurrency Revolving Loans denominated in Foreign Currencies then outstanding.

“Class B Multicurrency Revolving Lender”:  each Lender that has a Class B Multicurrency Revolving Commitment or any Class B Multicurrency Revolving Extensions of Credit.

“Class B Multicurrency Revolving Loan”:  a Multicurrency Revolving Loan made by a Class B Multicurrency Revolving Lender pursuant to its Class B Multicurrency Revolving Commitment.

“Class B Revolving Commitment”:  a Class B Dollar Revolving Commitment or Class B Multicurrency Revolving Commitment, as applicable.

“Class B Revolving Lender”:  a Class B Dollar Revolving Lender or Class B Multicurrency Revolving Lender, as applicable.

“Class B Revolving Loan”: a Class B Dollar Revolving Loan or Class B Multicurrency Revolving Loan, as applicable.

“Class Vote”:  as defined in Section 11.1.

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

“Collateral”:  all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment”:  a Term Commitment or a Revolving Commitment.

“Commitment Fee Rate”:  If the Consolidated Leverage Ratio as of the most recent determination date is (a) greater than or equal to 4.25:1.00, 0.75% per annum or (b) less than 4.25:1.00, 0.50% per annum.  For purposes of the foregoing, the Commitment Fee Rate shall be adjusted based on changes in the Consolidated Leverage Ratio, with such adjustments to become effective on the Adjustment Date and to remain in effect until the next adjustment to be effected pursuant to this paragraph.  If any financial statements delivered to the Lenders pursuant to Section 7.1 are not delivered within the time periods specified therein, until the date that is three Business Days after the date on which such financial statements are delivered, the Commitment Fee Rate shall be 0.75%.  On each Adjustment Date, the Commitment Fee Rate shall be adjusted to be equal to the rate per annum set forth in clause (a) or (b) above, as applicable.

“Commonly Controlled Entity”:  an entity, whether or not incorporated, that is under common control with Holdings within the meaning of Section 4001 of ERISA or is part of a group that includes Holdings and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”:  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Compliance Event”: in respect of any Person (other than the Borrower or any other Wholly Owned Subsidiary of Holdings) in which Holdings or any of its Subsidiaries owns an interest (a) the reasonable good faith determination by Holdings (or the compliance committee thereof) that, or the notification of Holdings or any of its Subsidiaries by any Governmental Authority to the effect that, the ownership by Holdings or any of its Subsidiaries of interests in such Person, or the association by Holdings or any of its Subsidiaries with any Person (other than Holdings or any of its Wholly Owned Subsidiaries) that owns or holds an interest in such Person (an “Other Joint Venture Party”) or any Affiliate of such Other Joint Venture Party, in either case, would reasonably be expected to (i) result in legal, regulatory or governmental liability or sanction of Holdings or any of its Subsidiaries or the inability of Holdings or any of its Subsidiaries to make its regulatory filings in a timely manner, (ii) jeopardize in any material respect the existing licenses or permits of Holdings or any of its Subsidiaries (or its ability to obtain future licenses or permits) under applicable Gaming Laws or other applicable law or (iii) interfere in any material respect with the ability of Holdings or any of its Subsidiaries to conduct a material part of its business (whether as then conducted or as then proposed to be conducted) in compliance with applicable law or (b) the felony indictment or felony conviction of any Other Joint Venture Party or any Affiliate of such Other Joint Venture Party, or any of their respective officers, directors, managers or 5% equity holders.

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“Conduit Lender”:  any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld); provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 4.9, 4.10, 4.11 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Confidential Information Memorandum”:  the Confidential Information Memorandum relating to the Borrower and the Facilities dated May 2008, and furnished to the Lenders.

“Consolidated EBITDA”:  for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted in calculating of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense (other than any interest expense of any Italian Concession Vehicle in respect of Indebtedness for borrowed money of such Italian Concession Vehicle if such Indebtedness for borrowed money of such Italian Concession Vehicle exceeds $25,000,000 in the aggregate), amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) the earnout payments with respect to the Global Draw Acquisition, the Games Media Acquisition, the Racing Venue Acquisition and any Permitted Acquisitions (including any loss or expense with respect to earnout payments with respect to such acquisitions), (f) any extraordinary charges or losses determined in accordance with GAAP, (g) non-cash stock-based compensation expenses and any other compensation expense not paid in cash in such period and which will not require any cash payment prior to the Latest Maturity Date (provided that non-cash compensation expenses accrued prior to the Second Restatement Effective Date in an aggregate amount not to exceed $993,000 may be added back notwithstanding any cash payments that may be required to be made in respect thereof prior to the Latest Maturity Date); provided that if any cash payment in respect of such compensation expense is made in any period thereafter, Consolidated EBITDA for such period shall be reduced by the amount of such cash payment, (h) any expenses, charges or losses incurred after the Effective Date resulting from the Peru Investments in an aggregate amount (for all periods combined) not to exceed $3,000,000, (i) the non-cash portion of any non-recurring write-offs or write-downs as required in accordance with GAAP, (j) any advisory fees and related expenses paid to advisory firms in connection with Permitted Acquisitions, (k) any Permitted Add-Backs; provided that such amounts do not include (i) write-offs or write-downs of accounts receivable or inventory and (ii) except with respect to the Permitted Add-Backs, any write-off or write-down to the extent it is in respect of cash payments to be made in a future period, (l) to the extent treated as an expense in the period paid or incurred, any Italian Concession Obligations contemplated by clause (a) or (b) of the

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definition thereof paid or incurred in such period, (m) restructuring charges, transaction expenses and shutdown expenses incurred in connection with a Racing Business Disposition, together with any charges incurred in connection with discontinued operations and cost-reduction initiatives associated with such Racing Business Disposition, in an aggregate amount (for all periods combined) not to exceed $7,325,000 and (n) any expenses or charges incurred in connection with the payment of license royalties or other fees to one or more Playtech Entities and for software services provided to the Global Draw Entities by one or more Playtech Entities in an aggregate amount not to exceed £5,250,000 during any four-quarter period minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income,  (b) any extraordinary income or gains determined in accordance with GAAP and (c) any income or gains with respect to earnout payments with respect to any acquisitions referred to in clause (e); provided that the aggregate amount of Consolidated EBITDA that is attributable to any Italian Concession Vehicle and that would not properly be included in Consolidated EBITDA if Consolidated EBITDA were calculated pursuant to this Agreement without giving effect to the Sixth Amendment shall not exceed $25,000,000 in any period of four consecutive fiscal quarters (or $30,000,000 in the case of any such period ending on or prior to June 30, 2012) (it being understood that, for the avoidance of doubt, this proviso shall not be construed to limit the inclusion in Consolidated EBITDA of the amount of Consolidated EBITDA that is attributable to any Italian Concession Vehicle (including pursuant to any commercial transactions with such Italian Concession Vehicle) and that would properly be included in Consolidated EBITDA if Consolidated EBITDA were so calculated).  For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) (A) pursuant to any determination of the Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio, (i) if at any time during such Reference Period Holdings or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period Holdings or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period and (B) Consolidated EBITDA shall be calculated after giving effect to any Pro Forma Adjustments associated with a Material Acquisition.

“Consolidated Interest Coverage Ratio”:  for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense”:  for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP and excluding fees and expenses incurred in connection with the negotiation, preparation and execution of this Agreement and any amendment hereto to the extent such fees are not capitalized and are treated as interest expense in accordance with GAAP).

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“Consolidated Leverage Ratio”:  as of the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such day.

“Consolidated Net Income”:  for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Holdings and any Italian Concession Vehicle) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Holdings or such Subsidiary from such Person in the form of (i) dividends or similar distributions or (ii) without duplication to the extent otherwise treated as income, payments received by Holdings or such Subsidiary of principal of, and interest, premium and fees on, loans made by Holdings or such Subsidiary to such Person in lieu of an equity investment in or a capital contribution to such Person as reasonably determined by Holdings or such Subsidiary in good faith and (c) the undistributed earnings of any Subsidiary of Holdings (other than the Borrower) and any Italian Concession Vehicle to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary or such Italian Concession Vehicle is not at the time permitted by the terms of any Requirement of Law (other than, in the case of such Italian Concession Vehicle, to the extent the terms of such Requirement of Law limit or restrict in any way solely the dates on which or the number of times during any period of four consecutive fiscal quarters in which the actual payment of any such dividend or similar distribution may be made, so long as such Italian Concession Vehicle is permitted to make at least one such dividend or similar distribution in each such period of four consecutive fiscal quarters) or Contractual Obligation (other than (i) under any Loan Document and (ii) in the case of such Italian Concession Vehicle, to the extent that the terms of such Contractual Obligation incorporate the applicable terms of any such Requirement of Law described in the parenthetical exception above) applicable to such Subsidiary or such Italian Concession Vehicle.

“Consolidated Senior Debt”:  all Consolidated Total Debt other than the Senior Subordinated Securities.

“Consolidated Senior Debt Ratio”:  as of the last day of any period, the ratio of (a) Consolidated Senior Debt on such day to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such day.

“Consolidated Total Debt”:  at any date, the aggregate principal amount of all Indebtedness of Holdings and its Subsidiaries at such date, determined on a consolidated basis and required to be reflected on Holdings’s balance sheet in accordance with GAAP, provided that for purposes of determining the Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio, any cash and Cash Equivalents of the Group Members in excess of $15,000,000 (less the amount of any such cash and Cash Equivalents at such date that are not (a) available to the Group Members without any restriction that would impair the application thereof to pay any of the Indebtedness included in the calculation of Consolidated Total Debt within three Business Days or (b) are subject to any Liens other than (i) Liens created under the Loan Documents or (ii) Liens arising by operation of law, or bankers Liens and brokers Liens arising under

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customary account agreements entered into in the ordinary course of business, in each case that do not impair access to such cash or Cash Equivalents) at such determination date will be subtracted from Consolidated Total Debt in an aggregate amount not to exceed $100.0 million, provided further that Indebtedness of Holdings or any of its Subsidiaries incurred pursuant to Section 8.2(s) shall not be included as Indebtedness in the calculation of Consolidated Total Debt.

“Continuing Directors”:  the directors of Holdings on the Effective Date and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings is recommended by a majority of the then Continuing Directors.

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

“Conversion Offer”:  as defined in Section 4.19(b).

“Credit Agreement Refinancing Indebtedness”:  (a) Permitted Additional Debt incurred in the form of one or more series of debt securities or in the form of bank loans or (b) Permitted Additional Debt incurred or Refinancing Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or (other than pursuant to a Refinancing Amendment) in part, existing Term Loans or, in the case of Refinancing Revolving Commitments obtained pursuant to a Refinancing Amendment, Revolving Credit Commitments hereunder (collectively, “Refinanced Debt”); provided that (i) such Indebtedness (including, in the case of any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) is in an original aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Debt, plus accrued and unpaid interest and fees (including call premiums) and expenses relating thereto (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the amount thereof), (ii) such Indebtedness has a later maturity and, except in the case of Refinancing Revolving Commitments, a weighted average life to maturity that is no shorter than the remaining weighted average life to maturity of such Refinanced Debt, (iii) such Refinanced Debt shall be repaid, defeased or otherwise satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, and, to the extent such Refinanced Debt consists, in whole or in part, of Revolving Commitments, such Revolving Commitments shall be terminated, and all accrued fees in connection therewith shall be paid, in each case on the date such refinancing Indebtedness is issued, incurred or obtained and (iv) without duplication of the actions taken pursuant to clause (iii) above, to the extent such Refinanced Debt consists of Revolving Loans, the Revolving Commitments shall be concurrently reduced in an aggregate amount equal to the Revolving Loans repaid with such refinancing Indebtedness.

“CSL Retailer Consignment Business”:  the activities of Holdings, any of its Subsidiaries, and/or any of its direct or indirect joint investments to promote the sale of lottery tickets in the People’s Republic of China and/or to facilitate the ability of lottery ticket retailers in the People’s Republic of China to sell lottery tickets, including, without limitation,

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advertising, acquiring and holding lottery ticket inventory, providing lottery tickets to retailers on consignment, installing validation terminals, and providing distribution and delivery services.

“Default”:  any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender” means any Revolving Lender that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder (unless such Revolving Lender notifies the Administrative Agent in writing that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied), (b) notified Holdings, the Borrower, the Administrative Agent, the Issuing Lenders, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Disposition”:  with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Stock”: any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable),

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or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Capital Stock that would not constitute Disqualified Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit or, in the sole discretion of the Issuing lender, the cash collateralization with respect to any outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Capital Stock that would not constitute Disqualified Stock), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Stock, in each case, prior to the date that is 90 days after the Latest Maturity Date in effect at the time of the issuance thereof.

“Documentation Agents”:  ING Capital LLC , The Royal Bank of Scotland PLC, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, in their capacity as documentation agents for each Facility.

“Dollar Equivalent”:  at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency.

“Dollar L/C Obligations”:  at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Dollar Letters of Credit and (b) the aggregate amount of drawings under Dollar Letters of Credit that have not then been reimbursed pursuant to Section 3.11.

“Dollar Letters of Credit”:  as defined in Section 3.7(a).

“Dollar Revolving Commitment”:  a Class A Dollar Revolving Commitment or a Class B Dollar Revolving Commitment, as applicable.

“Dollar Revolving Extensions of Credit”:  Class A Dollar Revolving Extensions of Credit or Class B Dollar Revolving Extensions of Credit, as applicable.

“Dollar Revolving Facility”:  the credit facility represented by all of the Dollar Revolving Commitments and all of the Dollar Revolving Extensions of Credit.

“Dollar Revolving Lender”:  a Class A Dollar Revolving Lender or a Class B Dollar Revolving Lender, as applicable.

“Dollar Revolving Loans”:  as defined in Section 3.1(a).

“Dollar Revolving Percentage”:  as to any Dollar Revolving Lender at any time, the percentage which such Lender’s Dollar Revolving Commitment then constitutes of the Total Dollar Revolving Commitments (or, at any time after the Dollar Revolving Commitments shall

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