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EXHIBIT 10.27
EXECUTION COPY
$340,000,000
CREDIT AGREEMENT
among
SCIENTIFIC GAMES CORPORATION,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Syndication Agent,
and
THE BANK OF NEW YORK,
as Administrative Agent
Dated as of December 19, 2002
BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner
BNY CAPITAL MARKETS, INC., as Co-Arranger
TABLE OF CONTENTS
Page
Section 1. DEFINITIONS
1
1.1. Defined Terms
1
1.2. Other Definitional Provisions
21
1.3. Currency Conversion
21
Section 2.
AMOUNT AND TERMS OF TERM COMMITMENTS
22
2.1. Term Commitments
22
2.2. Procedure for Term Loan Borrowing
22
2.3. Repayment of Term Loans
22
Section 3.
AMOUNT AND TERMS OF REVOLVING COMMITMENTS
23
3.1. Revolving Commitments
23
3.2. Procedure for Revolving Loan Borrowing
24
3.3. Swingline Commitment
24
3.4. Procedure for Swingline Borrowing; Refunding of Swingline Loans
24
3.5. Commitment Fees, etc.
26
3.6. Termination or Reduction of Revolving Commitments
26
3.7. L/C Commitment
26
i
3.7. L/C Commitment
26
3.8. Procedure for Issuance of Letter of Credit
26
3.9. Fees and Other Charges
27
3.10. L/C Participations
27
3.11. Reimbursement Obligation of the Borrower
28
3.12. Obligations Absolute
29
3.13. Letter of Credit Payments
29
3.14. Applications
29
3.15. Foreign Currency Subfacility
29
3.16. Procedure for Foreign Currency Loan Borrowings
30
3.17. Foreign Currency Loan Fees, Commissions and Other Charges
30
3.18. Participations in Foreign Currency Loans
30
Section 4.
AMOUNTS AND TERMS OF ADDITIONAL COMMITMENTS
32
4.1. R