Exhibit 99.1

Execution Version

CONFIDENTIAL

July 15, 2013

Bally Technologies, Inc.

6601 South Bermuda Road

Las Vegas, Nevada 89119

Attention:  Neil Davidson, Chief Financial Officer

Re:                 Project Manhattan Commitment Letter

Ladies and Gentlemen:

You have advised Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), J.P. Morgan Securities LLC (“JPMSI”), JPMorgan Chase Bank, N.A. (“JPM”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its affiliates designated to act in such capacity, “MLPFS”), Bank of America, N.A. (“Bank of America”), Goldman Sachs Bank USA (“Goldman Sachs”), and Union Bank, N.A. (“Union Bank” and, together with Wells Fargo Bank, Wells Fargo Securities, JPMSI, JPM, MLPFS, Bank of America and Goldman Sachs, the “Commitment Parties” or “we” or “us”) that Bally Technologies, Inc. (the “Borrower” or “you”) seeks financing to fund the purchase price for the proposed acquisition (the “Acquisition”) of all the equity interests of an entity identified to us and code named “Manhattan” (the “Acquired Company”) from the equityholders thereof (collectively, the “Sellers”) pursuant to a merger agreement among the Borrower, a subsidiary to be formed by the Borrower (“Merger Sub”) and the Acquired Company (the “Acquisition Agreement”).  Wells Fargo Bank, JPM, Bank of America, Goldman Sachs and Union Bank are also referred to herein each as an “Initial Lender” and, collectively, as the “Initial Lenders.”

You have further advised us that you desire to fund the amounts needed to (a) finance the Acquisition, (b) refinance certain existing indebtedness of the Acquired Company and its subsidiaries (such refinancings, collectively, the “Acquired Company Refinancing”), (c) pay fees, commissions and expenses in connection with the Transactions (as defined below) and (d) finance ongoing working capital requirements and other general corporate purposes through a proposed amendment (the “Existing Facility Amendment”) of your existing Second Amended and Restated Credit Agreement dated April 19, 2013 (the “Existing Credit Agreement”) that will, among other things, allow for a Term B Loan facility in the amount of $1,300.0 million (the “New Term B Loan”), as described in the Summary of Proposed Term and Conditions attached hereto as Annex A (the “Amendment Term Sheet”).

For purposes of this Commitment Letter and the Fee Letter, an “Amendment Failure” shall be deemed to have occurred on the earlier of (i) 60 days after the date hereof if the Existing Facility Amendment has not been executed by the requisite parties as of such date (regardless of effectiveness, it being understood that the Existing Facility Amendment shall not be required to become effective prior to the Closing Date) and (ii) the mutual determination of the Majority Lead Arrangers (as defined in the Fee Letter) and the Borrower, confirmed by the delivery of written notice to the Borrower, that obtaining the requisite consents in respect of the Existing Facility Amendment is unlikely to succeed, and the determination by the Majority Lead Arrangers (as defined in the Fee Letter) to begin syndication of the Senior Credit Facilities (as defined below).  The date upon which an Amendment Failure occurs is referred to herein as the “Amendment Failure Date.”

You have also advised us that if the Amendment Failure occurs, then the total funds needed to (a) finance the Acquisition, (b) refinance certain existing indebtedness of the Borrower and its subsidiaries and of the Acquired Company and its subsidiaries (such refinancings, collectively, the “Refinancing”), (c) pay fees, commissions and expenses in connection with the Transactions (as defined below) and (d) finance ongoing working capital requirements and other general corporate purposes will consist of senior secured credit facilities of up to $2,225.0 million to the Borrower consisting of (A) a revolving credit facility of up to $200.0 million (the “Revolving Credit Facility”), (B) a term loan facility of up to $200.0 million (the “Term Loan A Facility”) and (C) a term loan facility of up to $1,825.0 million (the “Term Loan B Facility” and, collectively with the Revolving Credit Facility and the Term Loan A Facility, the “Senior Credit Facilities”), each as described in the Summary of Proposed Terms and Conditions attached hereto as Annex B (the “Refinancing Term Sheet” and, together with the Amendment Term Sheet, the “Term Sheets”).

Following the Acquisition, none of the Borrower, the Acquired Company or any of their respective subsidiaries will have any debt outstanding except as described in the Conditions Annex.

As used herein, the term “Transactions” means, collectively, the Acquisition, the Existing Facility Amendment, the Acquired Company Refinancing, the Refinancing, the initial borrowings and other extensions of credit under the Senior Credit Facilities or the Existing Facility Amendment, as applicable, on the Closing Date and the payment of fees, commissions and expenses in connection with each of the foregoing.  This letter, including the Term Sheets and the Conditions Annex attached hereto as Annex C (the “Conditions Annex”), is hereinafter referred to as the “Commitment Letter”.  The date on which the Senior Credit Facilities or the New Term B Loan, as applicable, becomes effective and is funded is referred to as the “Closing Date”.  Except as the context otherwise requires, references to the “Borrower and its subsidiaries” will include the Acquired Company and its subsidiaries after giving effect to the Acquisition.  Capitalized terms used herein without definition shall have the meanings given to them in the Term Sheets.

1.                                      Commitments.

(a)                                 Subject to sub-section (c) below, upon the terms and subject solely to the conditions referenced in Section 3 of this Commitment Letter, (i) Wells Fargo Bank is pleased to advise you of its commitment to provide to the Borrower 36.25% of the principal amount of the New Term B Loan and to vote its loans and commitments under the Existing Credit Agreement in favor of the Existing Facility Amendment, (ii) JPM is pleased to advise you of its commitment to provide to the Borrower 36.25% of the principal amount of the New Term B Loan and to vote its loans and commitments under the Existing Credit Agreement in favor of the Existing Facility Amendment, (iii) Bank of America is pleased to advise you of its commitment to provide to the Borrower 12.5% of the principal amount of the New Term B Loan and to vote its loans and commitments under the Existing Credit Agreement in favor

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of the Existing Facility Amendment, (iv) Goldman Sachs is pleased to advise you of its commitment to provide to the Borrower 10.0% of the principal amount of the New Term B Loan and to vote its loans and commitments under the Existing Credit Agreement in favor of the Existing Facility Amendment and (v) Union Bank is pleased to advise you of its commitment to provide to the Borrower 5.0% of the principal amount of the New Term B Loan and to vote its loans and commitments under the Existing Credit Agreement in favor of the Existing Facility Amendment (collectively, the “Existing Facility Commitment”).  It is understood and agreed that each Initial Lender’s Existing Facility Commitment hereunder is several and independent of the commitment of each other Initial Lender.

(b)                                 Subject to sub-section (c) below, if the Amendment Failure occurs and the Existing Facility Commitment terminates without funding, then upon the terms and subject solely to the conditions referenced in Section 3 of this Commitment Letter, (i) Wells Fargo Bank is pleased to advise you of its commitment to provide to the Borrower 36.25% of the principal amount of each of the Senior Credit Facilities, (ii) JPM is pleased to advise you of its commitment to provide to the Borrower 36.25% of the principal amount of each of the Senior Credit Facilities, (iii) Bank of America is pleased to advise you of its commitment to provide to the Borrower 12.5% of the principal amount of each of the Senior Credit Facilities, (iv) Goldman Sachs is pleased to advise you of its commitment to provide to the Borrower 10.0% of the principal amount of each of the Senior Credit Facilities and (v) Union Bank is pleased to advise you of its commitment to provide to the Borrower 5.0% of the principal amount of each of the Senior Credit Facilities (collectively, the “Refinancing Commitment” and, together with the Existing Facility Commitment, the “Commitments”).  It is understood and agreed that each Initial Lender’s Refinancing Commitment hereunder is several and independent of the commitment of each other Initial Lender.

(c)                                  If, at any time on or prior to 5:00 p.m. (Eastern Time) on August 2, 3013, each Commitment Party receives written notice (the “Commitment Reduction Notice”) from the Borrower that it wishes to reduce the Commitments, then as of such time the Commitments shall be automatically and permanently reduced subject to the following terms and conditions: (i) the aggregate principal amount of any such Commitment reduction may not exceed $220 million; (ii) such Commitment reduction shall only apply to (x) the Existing Facility Commitment and (y) the Term Loan B Facility (but not, for the avoidance of doubt, to the Revolving Credit Facility or Term Loan A Facility) with respect to the Refinancing Commitment; (iii) the individual and several commitment of each Commitment Party shall be automatically reduced on a pro rata basis; (iv) the Borrower shall only be entitled to deliver to the Commitment Parties one Commitment Reduction Notice; and (v) the Commitment Reduction Notice shall specify (x) the aggregate amount of Commitments to be reduced (which amount must not exceed $220 million) and (y) that it is being delivered pursuant to Section 1(c) of the Commitment Letter.  Notwithstanding any other provision of this Commitment Letter or the Fee Letter to the contrary, from and after the date of such reduction, all references in this Commitment Letter (including in the Term Sheets and the Conditions Annex) and in the Fee Letter to the New Term B Loan, the Senior Credit Facilities, the Term Loan B Facility, the Existing Facility Commitment and the Refinancing Commitment, and all references in this Commitment Letter (including the Term sheets and the Conditions Annex) and the Fee Letter to the size of the New Term B Loan, the Senior Credit Facilities and the Term Loan B Facility shall, automatically and without any action by any party, be deemed amended and shall mean and refer to the same as reduced pursuant to the terms of this paragraph. The Commitment Reduction Notice may be delivered by electronic mail provided that each Commitment Party acknowledges receipt thereof in a legible format.

Notwithstanding the foregoing or any other provision herein to the contrary, the parties hereto acknowledge that the Existing Facility Commitment and the Refinancing Commitment are alternative Commitments and that the Refinancing Commitment will only be required to be funded, subject to the terms and conditions hereof, if the Existing Facility Amendment is not successful and the Existing

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Facility Commitment terminates without funding.  In no event shall any Commitment Party be required to fund, in whole or in part, on more than one of the two Commitments.

2.                                      Titles and Roles.

(a)                                 Wells Fargo Securities, JPMSI, MLPFS, Goldman Sachs and Union Bank, each acting individually or through or with affiliates selected by it, will act as the joint bookrunners and joint lead arrangers (in such capacities, the “Term Loan B Lead Arrangers”) in respect of the New Term B Loan and, to the extent applicable, in arranging and syndicating the Term Loan B Facility of the Senior Credit Facilities.

(b)                                 Wells Fargo Securities, JPMSI, MLPFS, Goldman Sachs and Union Bank, each acting alone or through or with affiliates selected by it, will act as the joint bookrunners and joint lead arrangers (in such capacities, the “Pro Rata Lead Arrangers” and, collectively with the Term Loan B Lead Arrangers, each a “Lead Arranger” and, collectively, the “Lead Arrangers”), to the extent applicable, in arranging and syndicating the Term Loan A Facility and the Revolving Credit Facility of the Senior Credit Facilities.

Each Lead Arranger shall use its commercially reasonable efforts to secure, as applicable, (a) approvals or consents from existing lenders to the Existing Facility Amendment and commitments for the New Term B Loan from a syndicate of banks, financial institutions and other entities (collectively with the existing lenders under the Existing Credit Agreement, including Wells Fargo Bank, JPM, Bank of America, Goldman Sachs and Union Bank, the “Existing Facility Amendment Lenders”) and (b) upon an Amendment Failure, commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other entities (such banks, financial institutions and other entities committing to the Senior Credit Facilities, including Wells Fargo Bank, JPM, Bank of America, Goldman Sachs and Union Bank, as well as all other lenders under the Senior Credit Facilities, the “Senior Credit Facilities Lenders” and, collectively with the Existing Facility Amendment Lenders, the “Lenders”), in each case, upon the terms and subject to the conditions set forth in this Commitment Letter.

No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded in respect of the Existing Facility Amendment or the Senior Credit Facilities without the prior written approval of Wells Fargo Securities and JPMSI.  The Lead Arrangers shall have the right, in consultation with you, to award titles to other co-agents or arrangers who are Lenders that provide (or whose affiliates provide) commitments in respect of the Existing Facility Amendment or the Senior Credit Facilities; provided that (i) no other agent, co-agent or arranger other than Wells Fargo Securities will have rights in respect of the management of the syndication of the New Term B Loan or, to the extent applicable, the Senior Credit Facilities and (ii) Wells Fargo Securities will have the “left” and “highest” placement in any and all marketing materials or other documentation used in connection with the New Term B Loan and, to the extent applicable, the Senior Credit Facilities, and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining sole physical books for the Senior Credit Facilities.

3.                                      Conditions to Commitment.  Except as provided in the following paragraph, the Commitments and undertakings of the Commitment Parties hereunder are subject solely to the satisfaction of the conditions precedent set forth in the Term Sheets and the Conditions Annex.

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits and annexes attached hereto), the fee letter dated the date hereof from the Commitment Parties to you (the “Fee Letter”), the Financing Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions, (i) the only representations relating to the

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Acquired Company, the Borrower and their respective subsidiaries and their respective businesses the accuracy of which shall be a condition to the availability of the New Term B Loan or, if applicable, the Senior Credit Facilities on the Closing Date shall be (A) such of the representations made by the Acquired Company with respect to the Acquired Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you or your affiliates have the right (determined without regard to any notice requirement) to terminate your and their obligations under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of such representations in the Acquisition Agreement not being accurate (the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair the availability of the New Term B Loan or, if applicable, the Senior Credit Facilities on the Closing Date if the conditions set forth in this Commitment Letter are satisfied (it being understood that, to the extent any security interest in any Collateral (as defined in the Term Sheets) (other than the pledge and perfection of the security interests (1) in the equity securities of any domestic subsidiaries of the Borrower to the extent required by the Term Sheets and (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or the filing of a security agreement with the United States Copyright Office or the United States Patent and Trademark Office) is not or cannot be perfected on the Closing Date after your use of commercially reasonable efforts to do so, then the perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the New Term B Loan or, if applicable, the Senior Credit Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent (as defined in the Term Sheets) and the Borrower acting reasonably (but not to exceed 60 days after the Closing Date, unless extended by the Administrative Agent)).  For purposes hereof, “Specified Representations” means the representations and warranties made by the Credit Parties set forth in the Term Sheets relating to corporate existence of the Credit Parties and good standing in the jurisdiction of formation of the Credit Parties (other than any immaterial Credit Parties); power and authority (as it relates to the due authority, execution and delivery and enforceability of the Financing Documentation), due authorization, execution and delivery and enforceability, in each case, related to the Credit Parties entering into and performing of the Financing Documentation; non-contravention of the Financing Documentation with the Credit Parties’ organizational documents or applicable law (except to the extent such contravention of applicable law could not reasonably be expected to have a material adverse effect); solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; OFAC; FCPA; and creation, validity and, subject to the parenthetical in the immediately preceding sentence, perfection of security interests in the Collateral.  This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.

4.                                      Syndication.

(a)                                 The Lead Arrangers reserve the right, both prior to and after the Closing Date, to syndicate all or a portion of the Commitments and you acknowledge and agree that the Lead Arrangers intend to commence syndication efforts promptly following your acceptance of this Commitment Letter and the Fee Letter.  Until the earlier of (i) the date that a Successful Syndication (as defined in the Fee Letter) is achieved and (ii) the date that is 90 days following the Closing Date (the “Syndication Date”), you agree to, and will use commercially reasonable efforts to cause appropriate members of management of the Acquired Company to, assist us actively in achieving a syndication of the New Term B Loan or, if applicable, the Senior Credit Facilities that is satisfactory to us and you.  To assist us in our syndication efforts, you agree that you will, and will cause your representatives and advisors to, and will use commercially reasonable efforts to cause appropriate members of management of the Acquired Company to, (i) provide promptly to the Commitment Parties and the other Lenders upon request all information

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reasonably deemed necessary by the Lead Arrangers to assist the Lead Arrangers and each Lender in their evaluation of the Transactions and to complete the syndication, (ii) make senior management of the Borrower and (to the extent reasonable and practical) appropriate members of management of the Acquired Company available to prospective Lenders on reasonable prior notice and at reasonable times and places, (iii) host, with the Lead Arrangers, one or more meetings and/or calls with prospective Lenders at mutually agreed times and locations, (iv) assist, and cause your affiliates and advisors to assist, the Lead Arrangers in the preparation of one or more confidential information memoranda and other marketing materials in form and substance reasonably satisfactory to the Lead Arrangers (and you shall use commercially reasonable efforts to finalize such memoranda and materials no later than 30 days following the date hereof) to be used in connection with the syndication, (v) use commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from the existing lending relationships of the Borrower and the Acquired Company, (vi) use commercially reasonable efforts to obtain, at the Borrower’s expense, (A) a current public corporate credit rating from Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. (“S&P”), (B) a current public corporate family rating from Moody’s Investors Service, Inc. (“Moody’s”) and (C) a current public rating with respect to the New Term B Loan and each of the Senior Credit Facilities from each of S&P and Moody’s, in each case, as soon as practicable after the date hereof and to participate actively in the process of securing such ratings, including having senior management of the Borrower and (to the extent reasonable and practical) appropriate members of management of the Acquired Company meet with such rating agencies (provided, that the receipt of such ratings shall not constitute a condition precedent to the availability of the New Term B Loan or the Senior Credit Facilities, as applicable) and (vii) use commercially reasonable efforts to ensure, and to cause the Acquired Company to ensure, that prior to the Syndication Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of you or your subsidiaries or the Acquired Company and its subsidiaries, being offered, placed or arranged (other than (x) the New Term B Loan and the Senior Credit Facilities and (y) any indebtedness of the Acquired Company and its subsidiaries permitted to be incurred in accordance with the terms of the Acquisition Agreement in effect on the date hereof) without the written consent of the Lead Arrangers, unless such issuance, offering, placement, arrangement or syndication could not reasonably be expected, in the reasonable discretion of the Lead Arrangers, to materially impair the syndication of the New Term B Loan or the Senior Credit Facilities (it being understood that indebtedness in the ordinary course of business of the Borrower and its subsidiaries (including the Acquired Company and its subsidiaries to the extent permitted by the Acquisition Agreement) for capital expenditures and working capital purposes will not materially impair the syndication of the New Term B Loan or the Senior Credit Facilities).

(b)                                 Wells Fargo Securities and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the New Term B Loan and, if applicable, the Senior Credit Facilities (in consultation with you and the other Lead Arrangers), including decisions as to the selection and number of potential Lenders to be approached, when they will be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments and any related fees among the Lenders, and Wells Fargo Securities will exclusively perform all functions and exercise all authority as is customarily performed and exercised in such capacities.  Notwithstanding the Lead Arrangers’ right to syndicate the New Term B Loan and, if applicable, the Senior Credit Facilities and receive commitments with respect thereto, (i) the Initial Lenders shall not be relieved or released from their obligations hereunder (including their obligation to fund the New Term B Loan or, if applicable, the Senior Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation in the New Term B Loan or, if applicable, the Senior Credit Facilities, including their Commitments, until the initial funding under the New Term B Loan or, if applicable, the Senior Credit Facilities has occurred on the Closing Date, (ii) no assignment by the Initial Lenders shall become effective with respect to all or any portion of the Initial Lenders’ respective Commitments in respect of the New Term B Loan or, if applicable, the Senior Credit Facilities, until the initial funding of

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the New Term B Loan or, if applicable, the Senior Credit Facilities and (iii) unless you agree in writing, each Commitment Party will retain exclusive control over all rights and obligations with respect to its Commitments in respect of the New Term B Loan or, if applicable, the Senior Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.  No Lender or Lead Arranger will receive compensation from you or any of your respective subsidiaries with respect to the Existing Facility Amendment or the Senior Credit Facilities outside the terms contained herein, in the Term Sheets, in the Fee Letter, in the administrative agency fee letter between the Borrower and Wells Fargo Bank dated the date hereof (solely with respect to the Senior Credit Facilities, the “Administrative Agency Fee Letter”) and in the administrative agency fee letter between the Borrower and Bank of America dated the date hereof (solely with respect to the Existing Facility Amendment, the “BofA Administrative Agency Fee Letter”) in connection with the arrangement, structuring or syndication of, or in order to obtain its commitment to participate in, the Existing Facility Amendment or the Senior Credit Facilities without the prior written consent of Wells Fargo Securities and JPMSI and, subject to the Fee Letter, the Lead Arrangers will have sole discretion with respect to the allocation and distribution of fees among the Lenders.  Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the New Term B Loan or, if applicable, the Senior Credit Facilities and in no event shall the successful completion of the syndication of the New Term B Loan or the Senior Credit Facilities constitute a condition to the availability of the New Term B Loan or, if applicable, the Senior Credit Facilities on the Closing Date.

5.                                      Information.

(a)                                 You represent, warrant and covenant that (i) all written information (other than the Projections, as defined below, other forward-looking information and information of a general economic or industry specific nature) concerning the Borrower, the Acquired Company and their respective subsidiaries and the Transactions that has been or will be made available to the Commitment Parties or the Lenders by you, or any of your representatives, subsidiaries or affiliates (or on your or their behalf) (the “Information”) is, and in the case of Information made available after the date hereof, will be (in any case, when delivered and taken as a whole) complete and correct in all material respects and does not, and in the case of Information made available after the date hereof, will not (in any case, when delivered and taken as a whole) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and (ii) all financial projections concerning the Borrower, the Acquired Company and their respective subsidiaries that have been or will be made available to the Commitment Parties or the Lenders by you, or any of your representatives, subsidiaries or affiliates (or on your or their behalf) (the “Projections”) have been and will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made available to the Commitment Parties or the Lenders by you, it being understood that such Projections are not to be viewed as facts and that actual results may vary materially from the Projections.  You agree that if, at any time prior to the later of (i) the Closing Date and (ii) the earlier of (A) the date of a Successful Syndication and (B) the Syndication Date, you become aware that any of the representations and warranties contained in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations are correct in all material respects under those circumstances.  Notwithstanding the foregoing, solely as they relate to matters with respect to the Acquired Company and its subsidiaries, until the consummation of the Acquisition the foregoing representations, warranties and covenants are made to your knowledge.  We will be entitled to use and rely upon (subject to Section 7 hereof and any confidentiality agreements between you and us relating to the Information and the Projections), without responsibility to verify independently, the Information and the Projections.  You acknowledge that the Commitment Parties may share with any of their respective affiliates (it being understood that such

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affiliates will be subject to the confidentiality agreements between you and us), and such affiliates may share with the Commitment Parties, any information related to the Acquired Company, or any of its subsidiaries or affiliates (including, without limitation, in each case, information relating to creditworthiness) and the transactions contemplated hereby.

(b)                                 You acknowledge that (i) the Commitment Parties on your behalf will make available the Information, Projections and other marketing materials and presentations, including confidential information memoranda (collectively, the “Informational Materials”), to the potential Lenders by posting the Informational Materials on SyndTrak Online or by other similar electronic means (collectively, the “Electronic Means”) and (ii) certain prospective Lenders (“Public Lenders”; all other Lenders, “Private Lenders”) may not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower, the Acquired Company or their respective affiliates or any of their respective securities, and who may be engaged in investment and other market-related activities with respect to such entities’ securities.  At the request of the Lead Arrangers, (A) you will assist, and cause your affiliates, advisors, and to the extent possible using commercially reasonable efforts, appropriate representatives of the Acquired Company to assist, the Lead Arrangers in the preparation of Informational Materials to be used in connection with the syndication of the New Term B Loan or the Senior Credit Facilities, as applicable, to Public Lenders, which will not contain MNPI (the “Public Informational Materials”), and (B) you will identify and conspicuously mark any Public Informational Materials “PUBLIC”. Any materials not marked “PUBLIC” shall be considered to include MNPI and accordingly will be treated as “PRIVATE AND CONFIDENTIAL”.  Notwithstanding the foregoing, you agree that the Commitment Parties may distribute the following documents to all prospective Lenders (including the Public Lenders) on your behalf, unless you advise the Commitment Parties in writing (including by email) within a reasonable time prior to their intended distributions that such material should not be distributed to Public Lenders:  (1) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (2) notifications of changes to the terms of the Existing Facility Amendment or the Senior Credit Facilities, as applicable and (3) other materials intended for prospective Lenders after the initial distribution of the Informational Materials, including drafts and final versions of the Financing Documentation.  If you advise us in writing (including by email) that any of the foregoing items (other than the Financing Documentation) should not be distributed to Public Lenders, then the Commitment Parties will not distribute such materials to Public Lenders without further discussions with you.  Before distribution of any Information Materials (a) to prospective Private Lenders, you shall provide us with a customary letter authorizing the dissemination of the Information Materials and confirming (and, in the case of information included therein relating to the Acquired Company and its subsidiaries, to your knowledge) the accuracy and completeness in all material respects of the information contained therein and (b) to prospective Public Lenders, you shall provide us with a customary letter authorizing the dissemination of the Public Informational Materials and confirming (and, in the case of information included therein relating to the Acquired Company and its subsidiaries, to your knowledge) the accuracy and completeness in all material respects of the information contained therein and the absence of MNPI therefrom.

6.                                      Indemnification.  You agree to indemnify and hold harmless the Commitment Parties and each of their respective affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims, damages, penalties, liabilities and expenses of any kind or nature (including legal expenses), joint or several, to which such Indemnified Party may become subject or that may be incurred or asserted or awarded against such Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) any matters contemplated by this Commitment Letter, the Transactions or any related transaction (including, without

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limitation, the execution and delivery of this Commitment Letter and the Financing Documentation) or (ii) the use or the contemplated use of the proceeds of the Existing Facility Amendment or the Senior Credit Facilities, as applicable, and will reimburse each Indemnified Party for all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees, expenses and charges of one primary counsel, one local counsel in each relevant jurisdiction, one specialty counsel for each relevant specialty and one or more additional counsel if one or more actual or potential conflicts of interest arise) within 30 days of demand therefor, accompanied by appropriate supporting documentation; provided that no Indemnified Party will have any right to indemnification for any of the foregoing to the extent resulting from (1) such Indemnified Party’s own gross negligence, willful misconduct or (solely in the case of a claim brought by you) material breach of its obligation to fund its Commitment under this Commitment Letter on the Closing Date, in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or (2) any dispute among Indemnified Parties other than (x) any claims against any Commitment Party in its capacity or in fulfilling its role as an administrative agent, syndication agent or arranger or any similar role contemplated hereby and (y) any claims arising out of any act or omission on the part of the Borrower.  In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.  You also agree that no Indemnified Party will have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates or to your or their respective equityholders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability to you is determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s own gross negligence, willful misconduct or material breach of its obligation to fund its Commitment under this Commitment Letter on the Closing Date.  The Commitment Parties will only have liability to you (as opposed to any other person), and each Commitment Party shall be liable solely in respect of its own Commitment to the Existing Facility Amendment or the Senior Credit Facilities, as applicable, on a several, and not joint, basis with any other Lender.  No Indemnified Party will be liable to you, your affiliates or any other person for any indirect, consequential, special or punitive damages that may be alleged as a result of this Commitment Letter, the Fee Letter, the Administrative Agency Letter, the Financing Documentation or any other element of the Transactions.  No Indemnified Party will be liable to you, your affiliates or any other person for any damages arising from the use by others of Informational Materials or other materials obtained by Electronic Means.  You shall not, without the prior written consent of each Indemnified Party affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification hereunder unless such settlement (a) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnified Party and (b) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of such Indemnified Party.

7.                                      Confidentiality.

(a)                                 This Commitment Letter, the Fee Letter, the Administrative Agency Fee Letter and the BofA Administrative Agency Fee Letter (collectively, the “Commitment Documents”) and the existence and contents hereof and thereof shall be confidential and may not be disclosed, directly or indirectly, by you in whole or in part to any person without our prior written consent, except for (i) the disclosure hereof or thereof on a confidential basis to your directors, officers, employees, accountants, attorneys and other professional advisors who have been advised of their obligation to maintain the confidentiality of the Commitment Documents for the purpose of evaluating, negotiating or entering into the Transactions or (ii) as otherwise required by law (in which case, you agree, to the extent permitted by law, to inform us promptly, and to the extent practical, in advance thereof); provided that you may disclose, (A) this Commitment Letter, but not the Fee Letter, the Administrative Agency Fee Letter or the

9

BofA Administrative Agency Fee Letter (other than with respect to the aggregate fees contemplated by the Fee Letter, the Administrative Agency Fee Letter or the BofA Administrative Agency Fee Letter, or a version of the Fee Letter, the Administrative Agency Fee Letter or the BofA Administrative Agency Fee Letter, as to which such fees have been redacted in a manner acceptable to the Lead Arrangers), on a confidential basis to the board of directors, officers and advisors of the Acquired Company in connection with their consideration of the Acquisition, (B) this Commitment Letter, but not the Fee Letter, Administrative Agency Fee Letter or the BofA Administrative Agency Fee Letter, in any required filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, and (C) the Term Sheets to any ratings agency in connection with the Transactions.  The Commitment Parties shall be permitted to use information related to the syndication and arrangement of the New Term B Loan or the Senior Credit Facilities, as applicable, in connection with obtaining a CUSIP number, marketing, press releases or other transactional announcements or updates provided to investor or trade publications, subject to confidentiality obligations or disclosure restrictions reasonably requested by you.  Prior to the Closing Date, the Commitment Parties shall have the right to review and approve any public announcement or public filing made by you, or the Acquired Company or your or their respective representatives relating to the Existing Facility Amendment, the Senior Credit Facilities or to any of the Commitment Parties in connection therewith, before any such announcement or filing is made (such approval not to be unreasonably withheld or delayed).

(b)                                 We will treat as confidential all non-public information provided to us by or on behalf of you in connection with the Transactions; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (i) to any Lenders or participants or prospective Lenders or participants, (ii) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case, such Commitment Party shall, to the extent permitted by law, inform you promptly, and to the extent practical, in advance thereof, except in the case of any routine audit by, or in response to a blanket request from, any regulatory, governmental or similar supervisory authority exercising its routine supervisory or audit functions), (iii) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or its affiliates, (iv) to the employees, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party (or any affiliate of such Commitment Party) who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (v) to any of its respective affiliates solely in connection with the Transactions, (vi) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party or its affiliates in breach of this Commitment Letter, (vii) to any rating agency in connection with the Transactions, (viii) for purposes of establishing a “due diligence” defense, (ix) to the extent that such information is received by us from a third party that is not, to our knowledge, subject to confidentiality obligations owing to you or any of your affiliates or related parties and (x) to the extent that such information was already in our possession prior to any duty or other undertaking of confidentiality entered into in connection with the transactions contemplated herein or is independently developed by us.  The provisions of this paragraph shall automatically terminate two years following the date of this Commitment Letter.

(c)                                  The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each of them is required to obtain, verify and record information that identifies you and any additional Credit Parties, which information includes your and their respective names, addresses, tax identification numbers and other information that will allow the Commitment Parties and the other Lenders to identify you and such other parties in accordance with the PATRIOT Act.  This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders.

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8.                                      Other Services.

(a)                                 Nothing contained herein shall limit or preclude the Commitment Parties or any of their affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you, the Acquired Company or any of your or their respective affiliates, or any other party that may have interests different than or adverse to such parties.

(b)                                 You acknowledge that the Lead Arrangers and their respective affiliates (the term “Lead Arrangers” as used in this paragraph being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities or persons with which you, the Acquired Company or your or their respective affiliates may have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to furnish to you, the Acquired Company or your or their respective affiliates or subsidiaries, confidential information obtained from other entities or persons.  In addition, you acknowledge that the Lead Arrangers may be arranging or providing (or contemplating arranging or providing) a committed form of acquisition financing to other potential purchasers of the Acquired Company and that, in such capacity, the Lead Arrangers may acquire information about the Acquired Company, the sale thereof, and such other potential purchasers and their strategies and proposals, but the Lead Arrangers shall have no obligation to disclose to you the substance of such information or the fact that the Lead Arrangers is in possession thereof.

(c)                                  In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Existing Facility Amendment, the Senior Credit Facilities and any related arranging or other services contemplated in this Commitment Letter constitute an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading to the Transactions, each of the Commitment Parties is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you, the Acquired Company or any of your or their respective management, affiliates, equityholders, directors, officers, employees, creditors or any other party (except as otherwise agreed in writing by certain affiliates of Goldman Sachs as financial advisor to you in connection with the Acquisition), (iii) no Commitment Party or any affiliate thereof has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any Commitment Party has advised or is currently advising you or your affiliates or the Acquired Company or its affiliates on other matters) and no Commitment Party has any obligation to you or your affiliates with respect to the Transactions except those obligations expressly set forth in the Commitment Documents (except as otherwise agreed in writing by Wells Fargo Securities as financial advisor to you in connection with the Acquisition), (iv) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and no Commitment Party shall have any obligation to disclose any of such interests, and (v) no Commitment Party has provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.  You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against any Commitment Party and their respective affiliates with respect to any breach or alleged breach of agency or fiduciary duty.

9.                                      Acceptance/Expiration of Commitments.

(a)                                 This Commitment Letter and the Commitments of the Commitment Parties and

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the undertakings of the Commitment Parties set forth herein shall automatically terminate at 11:59 p.m. (Eastern Time) on July 15, 2013 (the “Acceptance Deadline”), without further action or notice unless signed counterparts of this Commitment Letter, the Fee Letter, the BofA Administrative Agency Fee Letter, the Administrative Agency Fee Letter and any other letter agreement between the Borrower and any of the Commitment Parties shall have been delivered to each Lead Arranger by such time.

(b)                                 In the event this Commitment Letter is accepted by you as provided in the last paragraph of this Commitment Letter below, the Commitments of the Commitment Parties and the undertakings of the Commitment Parties set forth herein will automatically terminate without further action or notice upon the earliest to occur of (A) consummation of the Acquisition, (B) termination of the Acquisition Agreement, and (C) 5:00 p.m. (Eastern Time) on July 10, 2014 if the closing of the Acquisition shall not have occurred by such time.  In addition, (i) the Existing Facility Commitment and all of the duties and obligations of the Commitment Parties in respect of the Existing Facility Amendment shall automatically terminate on the Amendment Failure Date and (ii) the Refinancing Commitment and all of the duties and obligations of the Commitment Parties in respect of the Refinancing Commitment shall automatically terminate on the date that the Existing Facility Amendment is executed (regardless of whether it has become effective).

10.                               Survival.  The sections of this Commitment Letter relating to Indemnification, Confidentiality, Other Services, Survival, Information and Governing Law, and the Fee Letter, shall survive any termination or expiration of this Commitment Letter or the Commitment of Commitment Parties or the undertakings of the Commitment Parties set forth herein, and the sections relating to Syndication and Information shall survive until completion of the syndication of the New Term B Loan or the Senior Credit Facilities, as applicable; provided, that, if the Financing Documentation is executed (a) the sections relating to Indemnification, Expenses and Confidentiality shall be superseded and deemed replaced by the corresponding provisions of the applicable Financing Documentation to the extent such provisions are covered by the Financing Documentation and (b) the sections relating to Information and Syndication shall survive only until the earlier to occur of (i) a Successful Syndication and (ii) the Syndication Date, but in no event prior to the Closing Date.

11.                               Governing Law.  This Commitment Letter, the Administrative Agency Fee Letter, BofA Administrative Agency Fee Letter and the Fee Letter, and any claim, controversy or dispute arising under or related thereto (including, without limitation, any claims sounding in contract law or tort law arising out of the subject matter hereof or thereof), shall be governed by, and construed in accordance with, the laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof; provided that it is understood and agreed that (a) the interpretation of the definition of “Company Material Adverse Effect” (and whether or not a Company Material Adverse Effect has occurred), (b) the determination of the accuracy of any Acquired Company representation in the Acquisition Agreement and whether as a result of any inaccuracy thereof you have the right to terminate your obligations under the Acquisition Agreement and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of the State of Minnesota, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.  The parties hereby waive any right to trial by jury with respect to any claim or action arising out of this Commitment Letter, the Fee Letter, the BofA Administrative Agency Fee Letter or the Administrative Agency Fee Letter.  The parties hereto hereby agree that any suit or proceeding arising in respect of this Commitment Letter, the Fee Letter, the Administrative Agency Fee Letter, the BofA Administrative Agency Fee Letter or any of the matters contemplated hereby or thereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the Borough

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of Manhattan, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court.  The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or each of the Commitment Parties will be effective service of process against such party for any action or proceeding relating to any such dispute. The parties hereto irrevocably and unconditionally waive any objection to venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.  A final judgment in any such action or proceeding shall be conclusive and may be enforced in any other courts with jurisdiction over you or each of the Commitment Parties or in any manner provided by law.

12.                               Miscellaneous.  This Commitment Letter and the Fee Letter embody the entire agreement among the Commitment Parties and you and your affiliates with respect to the specific matters set forth above and supersede all prior agreements and understandings relating to the subject matter hereof.  No person has been authorized by any of the Commitment Parties to make any oral or written statements inconsistent with this Commitment Letter or the Fee Letter.  This Commitment Letter and the Fee Letter shall not be assignable by you without the prior written consent of the Commitment Parties, and any purported assignment without such consent shall be void.  This Commitment Letter and the Fee Letter are not intended to benefit or create any rights in favor of any person other than the parties hereto, the Lenders and, with respect to indemnification, each Indemnified Party.  This Commitment Letter and the Fee Letter may be executed in separate counterparts and delivery of an executed signature page of this Commitment Letter and the Fee Letter by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof; provided that, upon the request of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed by the original thereof.  This Commitment Letter and the Fee Letter may only be amended, modified or superseded by an agreement in writing signed by each of you and the Commitment Parties.

13.                               Override. This Commitment Letter supersedes in its entirety the commitment letter signed by certain of the Commitment Parties and delivered to the Borrower on July 1, 2013, the terms of which shall have no further effect after the date hereof.

[Signature Pages Follow]

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If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Commitment Letter and returning it to the Commitment Parties, together with executed counterparts of the Fee Letter, the Administrative Agency Fee Letter and the BofA Administrative Agency Fee Letter, by no later than the Acceptance Deadline.

[Project Manhattan Commitment Letter]

[Project Manhattan Commitment Letter]

[Project Manhattan Commitment Letter]

[Project Manhattan Commitment Letter]

[Project Manhattan Commitment Letter]

The provisions of this Commitment Letter are accepted and agreed as of the date first above written:

[Project Manhattan Commitment Letter]

ANNEX A

EXISTING FACILITY AMENDMENT

SUMMARY OF PROPOSED TERMS AND CONDITIONS

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Commitment Letter to which this Summary of Proposed Terms and Conditions is attached.

Annex  A –  Amendment Term Sheet

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2

3

4

5

6

7

8

SCHEDULE I TO ANNEX A

INTEREST AND FEES ON

SENIOR CREDIT FACILITIES

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ANNEX B

SENIOR SECURED CREDIT FACILITIES

SUMMARY OF PROPOSED TERMS AND CONDITIONS

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Commitment Letter to which this Summary of Proposed Terms and Conditions is attached.

Annex  B —  Refinancing Term Sheet

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2

3

4

5

6

7

8

9

10

11

12

13

14

SCHEDULE I TO ANNEX B

INTEREST AND FEES ON

SENIOR CREDIT FACILITIES

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2

ANNEX C

SENIOR SECURED CREDIT FACILITIES

CONDITIONS ANNEX

Capitalized terms not otherwise defined herein have the meanings assigned to them in the Commitment Letter to which this Annex is attached or Annex A to the Commitment Letter or Annex B to the Commitment Letter, as applicable.

Closing and the making of the initial extensions of credit under the Existing Facility Amendment or the Senior Credit Facilities, as applicable, will be subject to the satisfaction of the following conditions precedent:

(a)                                 (i) Amendment Documentation or Senior Credit Documentation, as applicable, (the “Financing Documentation”) reflecting, and consistent with, the terms and conditions set forth herein and in the applicable Term Sheet and otherwise reasonably satisfactory to the Borrower and the Lead Arrangers, will have been executed and delivered by all parties thereto and (ii) the Administrative Agent will have received such customary legal opinions (including, without limitation, opinions of special counsel and local counsel as may be reasonably requested by the Administrative Agent) which such opinions shall permit reliance by permitted assigns of each of the Administrative Agent and the Lenders, and documents and other instruments as are customary for transactions of this type including, without limitation, a certificate of the chief financial officer of the Borrower in the form of Exhibit I attached hereto as to the solvency of the Borrower and its subsidiaries, on a consolidated basis, after giving effect to the Transactions.

(b)                                 Subject in all respects to the Limited Conditionality Provision, all documents, instruments, reports and policies required to perfect and evidence the Administrative Agent’s first priority security interest (subject to permitted liens to be agreed) in and liens on the Collateral shall have been executed and/or delivered and, to the extent applicable, be in proper form for filing.

(c)                                  Since the date of the Commitment Letter, there shall not have occurred a Company Material Adverse Effect.  “Company Material Adverse Effect” means any change, effect, development or circumstance which, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that changes, effects, developments or circumstances to the extent resulting from, directly or indirectly, the following shall be excluded from the determination of Company Material Adverse Effect:  (i) any change, effect, development or circumstance in any of the industries or markets in which the Company or its Subsidiaries operate; (ii) any change in any Law or GAAP (or changes in interpretations or enforcement of any Law or GAAP) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; (iii) changes in general economic, regulatory or political conditions or the financial, credit or securities markets in general (including changes in interest or exchange rates, stock, bond and/or debt prices); (iv) any acts of God, natural disasters, earthquakes, hurricanes, terrorism, armed hostilities, sabotage, war or any escalation or worsening thereof; (v) the negotiation, execution, announcement or the consummation of the Acquisition Agreement or the transactions contemplated thereby (including the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority), and any suit, action or proceeding arising therefrom or in connection therewith); (vi) any action taken as expressly permitted or required by the Acquisition Agreement (it being understood and agreed that actions taken by the Company or its Subsidiaries pursuant to its obligations under Section 6.1 of the Acquisition Agreement to conduct its

Annex C– Conditions Annex

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business in the ordinary course pursuant to the first paragraph of Section 6.1 of the Acquisition Agreement shall not be excluded in determining whether a Company Material Adverse Effect has occurred) or any action taken at the written direction of Parent or Merger Sub; (vii) any changes in the market price or trading volume of the Company Common Stock, any changes in credit ratings or any failure (in and of itself) by the Company or its Subsidiaries to meet internal, analysts’ or other earnings estimates, budgets, plans, forecasts or financial projections of its revenues, earnings or other financial performance or results of operations (but not excluding any change, effect, development or circumstance giving rise to any such change or failure to the extent such change, effect, development or circumstance is not otherwise excluded pursuant to this definition); or (viii) changes, effects, developments or circumstances arising from or relating to the identity of Parent or Merger Sub or Parent’s ability to obtain the Gaming Approvals; provided, further, that, with respect to clauses (i), (ii), (iii), and (iv), the impact of such change, effect, development or circumstance, is not disproportionately adverse to the Company and its Subsidiaries, taken as a whole, relative to other companies in the industries in which the Company and its Subsidiaries operate (each capitalized term used in the definition of Company Material Adverse Effect (other than the defined term Acquisition Agreement) has the meaning given to such term in the Acquisition Agreement referred to below in effect on the date hereof).

(d)                                 The Acquisition will have been consummated substantially simultaneously with the funding of (i) the New Term B Loan under the Existing Facility Amendment or (ii) the Senior Credit Facilities, as applicable, in accordance with the terms of the merger agreement dated the date hereof and executed in connection with the Acquisition (together with all exhibits and schedules thereto, the “Acquisition Agreement”) without giving effect to any amendment, waiver, modification or consent thereunder by the Borrower (including, without limitation, any waiver of any condition precedent to the closing thereunder) that is or would be materially adverse to the Lenders, without the consent of the Lead Arrangers, such consent not to be unreasonably withheld; it being agreed that (i) any decrease in excess of 10% in the consideration paid in connection with the Acquisition shall constitute a change materially adverse to the Lenders unless approved by the Lead Arrangers, and any decrease of less than 10% of the consideration paid shall be applied to reduce the New Term B Loan or the Term Loan A Facility and Term Loan B Facility on a pro rata basis and (ii) any amendment, waiver, modification or consent relating to the definition of “Company Material Adverse Effect” or Section 4.10 in the Acquisition Agreement in effect on the date hereof shall be deemed to be materially adverse to the Lenders.  The Acquired Company Refinancing or the Refinancing, as applicable, shall have been consummated such that, after giving effect to the Transactions, neither the Borrower, the Acquired Company nor any of their respective subsidiaries shall have outstanding any indebtedness or preferred stock other than (i) the loans and other extensions of credit under the Existing Facility Amendment or the Senior Credit Facilities, as applicable, and (ii) in respect of the Borrower and its subsidiaries, indebtedness in respect of capital leases, synthetic lease obligations and purchase money obligations for fixed or capital assets in an aggregate principal amount for all such obligations not to exceed $30,000,000 at any time outstanding (and otherwise subject to the limitations with respect to such indebtedness as set forth in the Existing Credit Agreement in effect on the date hereof) and certain other indebtedness set forth in the Financing Documentation and reasonably approved by the Lead Arrangers; provided, that, notwithstanding the foregoing, at any time after the date hereof through the Closing Date, (x) neither the Borrower nor any of its subsidiaries may incur any indebtedness pursuant to Section 2.14 or Section 2.15 of the Existing Credit Agreement as in effect on the date hereof and (y) the Borrower shall not exercise any of its rights under the last paragraph of Section 10.01 and/or Section 10.13 of the Existing Credit Agreement without the consent of all Lead Arrangers. The Lead Arrangers shall have received reasonably satisfactory evidence of repayment of all indebtedness of such entities to be repaid on the closing of the Existing Facility Amendment or the Senior Credit Facilities, as applicable.

(e)                                  The Lead Arrangers will have received (i) copies of audited consolidated financial statements for the Borrower and its subsidiaries for the most recent three fiscal years ended more

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than 90 days prior to the Closing Date and quarterly unaudited financial statements for the first three quarterly periods ended since the last audited financial statements and more than 45 days prior to the Closing Date; (ii) copies of audited consolidated financial statements for the Acquired Company and its subsidiaries for the most recent three fiscal years ended more than 90 days prior to the Closing Date and quarterly unaudited financial statements for the first three quarterly periods ended since the last audited financial statements and more than 45 days prior to the Closing Date; (iii) a pro forma consolidated balance sheet and related pro forma consolidated income statements of the Borrower and its subsidiaries (based on the financial statements of the Borrower and the Acquired Company referred to in clauses (i) and (ii) above) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 90 days before the Closing Date), prepared after giving pro forma effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other rules and regulations of the SEC under such Securities Act, and including other adjustments reasonably acceptable to the Lead Arrangers); and (iv) projections prepared by management of balance sheets, income statements and cashflow statements of the Borrower and its subsidiaries (after giving pro forma effect to the Acquisition), which will be quarterly for the first year after the Closing Date and annually thereafter for the term of the Facilities.  With respect to the matters described in Section (e)(i) and (e)(ii), the filing of the required financial statements on Form 10-K and Form 10-Q by the Borrower or the Acquired Company, as the case may be, shall satisfy the foregoing requirements.

(f)                                   The Lead Arrangers shall have received, at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act.

(g)                                  The Lead Arrangers shall have been afforded a period of at least 30 consecutive calendar days (provided, that, (a) if such period has not ended prior to August 19, 2013, then such period will not commence until September 3, 2013, (b) such period shall not be required to be consecutive to the extent it would include November 28, 2013 through December 1, 2013 (which dates shall not count for the purposes of the thirty (30)-consecutive-day-period), (c) if such period has not ended prior to December 24, 2013, then such period will not commence until January 2, 2014, (d) such period shall not be required to be consecutive to the extent it would include January 18, 2014 through January 20, 2014 (which dates shall not count for the purposes of the thirty (30) consecutive-day-period), (e) such period shall not be required to be consecutive to the extent it would include February 15, 2014 through February 17, 2014 (which dates shall not count for the purposes of the thirty (30) consecutive-day-period), (f) such period shall not be required to be consecutive to the extent it would include April 18, 2014 through April 21, 2014 (which dates shall not count for the purposes of the thirty (30) consecutive-day-period), (g) such period shall not be required to be consecutive to the extent it would include May 24, 2014 through May 26, 2014 (which dates shall not count for the purposes of the thirty (30) consecutive-day-period), and (h) such period shall not be required to be consecutive to the extent it would include July 4, 2014 through July 6, 2014 (which dates shall not count for the purposes of the thirty (30) consecutive-day-period) with respect to the Existing Facility Amendment or the Senior Credit Facilities, as applicable, after the delivery of the confidential information memoranda contemplated by the Commitment Letter to be used in connection with the syndication.

(h)                                 All fees and expenses due to the Lenders, the Lead Arrangers, the Administrative Agent and counsel to the Lead Arrangers and the Administrative Agent, including all fees and expenses due under the Fee Letter, the Administrative Agency Fee Letter and the BofA Administrative Agency Fee Letter, will have been paid, to the extent an invoice therefor was presented at least two business days prior

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to the Closing Date (or such later date as the Borrower may agree).

(i)                                     The Specified Representations and the Specified Acquisition Agreement Representations will be true and correct in all material respects (or, if qualified by materiality or material adverse effect, in all respects).

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Exhibit I to Annex C

FORM OF SOLVENCY CERTIFICATE

[Date]

This Solvency Certificate is being executed and delivered pursuant to Section [·] of that certain [·] (the “Credit Agreement”; the terms defined therein being used herein as therein defined).

I, [·], the Chief Financial Officer of Bally Technologies, Inc. (the “Borrower”), in such capacity and not in an individual capacity, hereby certify as follows:

1.                                      I am generally familiar with the businesses and assets of the Borrower and its subsidiaries, taken as a whole, and have made such investigation and inquiries as to the financial condition of the Borrower and its subsidiaries as are necessary and prudent for the purposes of providing this Solvency Certificate and I am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement; and

2.                                      As of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions, that:

(a)                                 the fair value of the property of the Borrower and its subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its subsidiaries, on a consolidated basis;

(b)                                 the present fair salable value of the assets of the Borrower and its subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liabilities of the Borrower and its subsidiaries, on a consolidated basis, on their debts as they become absolute and matured;

(c)                                  the Borrower and its subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities beyond the ability of the Borrower and its subsidiaries, on a consolidated basis, to pay such debts and liabilities as they mature;

(d)                                 the Borrower and its subsidiaries are not engaged in business or a transaction, and is not about to engage in business or a transaction, for which the property of the Borrower and its subsidiaries, on a consolidated basis, would constitute an unreasonably small capital; and

(e)                                  the Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.

For the purposes hereof, the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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Exhibit I to Annex C– Form of Solvency Certificate

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IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

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