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SECOND AMENDMENT AND CONSENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT AND CONSENT , dated as of June 30, 2004 (this " Amendment "), to the Amended and Restated
Credit Agreement, dated as of November 6, 2003, supplemented and as amended by that certain First Amendment, dated as of
April 30, 2004 (as further amended, supplemented or otherwise modified in writing prior to the date hereof, the " Credit
Agreement "), among SCIENTIFIC GAMES CORPORATION, a Delaware corporation (the " Borrower "), the several banks,
financial institutions and other entities from time to time parties thereto, BEAR STEARNS & CO. INC., as sole lead arranger and
sole bookrunner, DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE FIRST BOSTON, as co-arrangers and co-
documentation agents, BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, the "
Syndication Agent "), and THE BANK OF NEW YORK, as administrative agent (in such capacity, the " Administrative Agent
W I T N E S S E T H :
A. Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.
B. The Borrower has requested that the Administrative Agent and the Lenders amend certain provisions of the Credit
Agreement and consent to certain transactions prohibited under the Credit Agreement.
C. The Borrower has further requested that the Tranche D Term Lenders (as defined below) make available credit facilities,
the proceeds of which will be used to refinance the existing Tranche C Term Loans outstanding under the Credit Agreement.
D. The Administrative Agent and the Required Lenders are willing to amend certain provisions of the Credit Agreement
and consent to certain transactions prohibited under the Credit Agreement and the Tranche D Term Lenders are willing to make
available credit facilit