-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oj7c0cxfU4kOWHXzgPfhQdIFoi32ZqH684WnbEqUA98mnLWqU3Ca/tcmodra2wmM c6qHmWWYLFBGCSh76vNhHg== 0001104659-10-035201.txt : 20100623 0001104659-10-035201.hdr.sgml : 20100623 20100623171544 ACCESSION NUMBER: 0001104659-10-035201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100617 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100623 DATE AS OF CHANGE: 20100623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC GAMES CORP CENTRAL INDEX KEY: 0000750004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 810422894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13063 FILM NUMBER: 10913238 BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3027374300 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AUTOTOTE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TOTE INC DATE OF NAME CHANGE: 19920317 8-K 1 a10-12529_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2010

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

0-13063

(Commission File Number)

Delaware		81-0422894
(State or other jurisdiction		(IRS Employer
of incorporation)		Identification No.)

750 Lexington Avenue, 25th Floor, New York, New York 10022

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (212) 754-2233

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01.

Entry into a Material Definitive Agreement.

On June 17, 2010, Scientific Games Corporation (the “Company”) and its wholly owned subsidiary, Scientific Games International, Inc. (“SGI”), entered into a First Incremental Amendment (the “Amendment”) among SGI, as borrower, the Company, as guarantor, the other subsidiaries of the Company party thereto, as subsidiary guarantors, the incremental term lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amended the credit agreement, dated as of June 9, 2008, as amended and restated as of February 12, 2010 (the “Credit Agreement”), among SGI, as borrower, the Company, as guarantor, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Pursuant to the Amendment, the incremental term lenders party to the Amendment provided an aggregate of $78.0 million of senior secured term loans to SGI under a new incremental term loan facility pursuant to the Credit Agreement.

The incremental term loan facility is, in all material respects, subject to the same terms and conditions as SGI’s existing term loan facility under the Credit Agreement. A description of the existing term loan facility under the Credit Agreement is included in Note 6 to the Company’s consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2010, which is incorporated herein by reference.

The net proceeds from the incremental term loans will be used for general corporate and other working capital purposes, which may include the payment of a portion of the upfront fees associated with the recent award of a new Italian instant ticket lottery concession and/or the repayment or repurchase of outstanding indebtedness.

The foregoing does not constitute a complete summary of the terms of the Amendment, which is attached hereto as Exhibit 10.1. The description of the terms of the Amendment is qualified in its entirety by reference to such exhibit and to the Credit Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2010.

Section 2 – Financial Information

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		First Incremental Amendment, dated as of June 17, 2010, among SGI, the Company, the subsidiary guarantors party thereto, the incremental term lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SCIENTIFIC GAMES CORPORATION


	By:	/s/ Jeffrey S. Lipkin
	Name:	Jeffrey S. Lipkin
	Title:	Senior Vice President and Chief Financial Officer

Date: June 23, 2010

Exhibit Index

Exhibit No.		Description

10.1		First Incremental Amendment, dated as of June 17, 2010, among SGI, the Company, the subsidiary guarantors party thereto, the incremental term lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

EX-10.1 2 a10-12529_1ex10d1.htm EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST INCREMENTAL AMENDMENT dated as of June 17, 2010 (this “Amendment”), among SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), SCIENTIFIC GAMES CORPORATION, a Delaware corporation (“Holdings”), the SUBSIDIARY GUARANTORS (as defined in the Credit Agreement), the INCREMENTAL TERM LENDERS (as defined below) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) for the Lenders under the CREDIT AGREEMENT dated as of June 9, 2008, as amended and restated as of February 12, 2010 (the “Credit Agreement”), among the Borrower, Holdings, the Lenders from time to time party thereto and the Administrative Agent.

WHEREAS, pursuant to Section 4.17 of the Credit Agreement, the Borrower has requested that the Persons set forth on Schedule 1 hereto (the “Incremental Term Lenders”) make Incremental Term Loans in an aggregate principal amount equal to $78,000,000; and

WHEREAS, the Incremental Term Lenders are willing to make such Incremental Term Loans to the Borrower on the terms and subject to the conditions set forth herein and in the Credit Agreement;

WHEREAS, this Amendment is an Incremental Amendment under and as defined in Section 4.17 of the Credit Agreement and the parties hereto hereby agree that the Credit Agreement shall be amended as set forth in this Amendment;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise specified, capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement as amended hereby. As used in this Amendment, the following terms have the meanings specified below:

“Incremental Term Commitment” means, with respect to each Incremental Term Lender, the obligation of such Incremental Term Lender to make an Incremental Term Loan to the Borrower hereunder on the Incremental Amendment Effective Date in a principal amount not to exceed the amount set forth under the heading “Incremental Term Commitment” with respect to such Incremental Term Lender on Schedule 1 hereto. The aggregate amount of the Incremental Term Commitments of all Incremental Term Lenders as of the Incremental Amendment Effective Date is $78,000,000.

SECTION 2. Incremental Term Loans. (a) Each Incremental Term Lender hereby agrees (severally and not jointly) to make an Incremental Term Loan

denominated in Dollars to the Borrower on the Incremental Amendment Effective Date in an aggregate principal amount equal to the Incremental Term Commitment set forth opposite such Incremental Term Lender’s name on Schedule 1 hereto.

(b) Except as otherwise provided in the Credit Agreement as amended hereby, all such Incremental Term Loans shall constitute “Term Loans” for all purposes thereof and each other Loan Document.

(c) The proceeds of the Incremental Term Loans shall be used by the Borrower solely for general corporate and other working capital purposes of the Borrower and the Subsidiaries.

(d) Unless previously terminated, the Incremental Term Commitments shall terminate upon the earlier to occur of (i) the making of the Incremental Term Loans on the Incremental Amendment Effective Date and (ii) 5:00 p.m., New York City time, on June 30, 2010.

SECTION 3. Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Incremental Amendment”: as defined in Section 4.17.

“Incremental Term Commitment”: as to any Incremental Term Lender, the obligation of such Incremental Term Lender, if any, to make an Incremental Term Loan to the Borrower as set forth in the applicable Incremental Amendment with respect to such Incremental Term Lender.

“Incremental Term Facility”: as defined in Section 4.1.

“Incremental Term Lender”: each Lender that has an Incremental Term Commitment or that holds an Incremental Term Loan.

“Incremental Term Loans”: as defined in Section 4.17.

“First Incremental Amendment”: the Incremental Amendment dated as of June 17, 2010, among the Borrower, Holdings, the Incremental Term Lenders party thereto and the Administrative Agent.

(b) The definition of the term “Facility” in Section 1.01 of the Credit Agreement is hereby amended by replacing the word “and” immediately before clause (c) thereof with a comma and inserting the words “and (d) solely for purposes of Section 4.1 hereof, the Incremental Term Facility” immediately before the period at the end thereof.

(c) The definition of the term “Lenders” in Section 1.01 of the Credit Agreement is hereby amended by replacing the word “or” in the proviso thereto with a comma and inserting the words “or Incremental Term Lender” immediately before the period at the end thereof.

(d) The definition of the term “Loan” in Section 1.01 of the Credit Agreement is hereby amended by inserting the words “or an Incremental Amendment” immediately before the period at the end thereof.

(e) The definition of the term “Term Commitment” in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“Unless the context shall otherwise require, the term “Term Commitments” shall include Incremental Term Commitments.”

(f) The definition of the term “Term Loan” in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“Unless the context shall otherwise require, the term “Term Loan” shall include any Incremental Term Loan.”

(g) Section 4.1 of the Credit Agreement is hereby amended by adding the following sentence at the end of paragraph (a) thereof:

“For purposes of this paragraph (a), (i) the Incremental Term Loans made pursuant to the First Incremental Amendment shall not constitute “Term Loans” under the Term Facility and shall be deemed to represent a separate facility (the “Incremental Term Facility”) hereunder and (ii) any election by the Borrower to prepay Loans under either the Term Facility or the Incremental Term Facility referred to in clause (i) above shall not give rise to any obligation to prepay Loans under the other such Facility.”

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower and Holdings hereby represent and warrant to each such party that:

(a) This Amendment has been duly executed and delivered by each of the Borrower, Holdings and the Subsidiary Guarantors and constitutes a legal, valid and binding obligation of the Borrower, Holdings and such Subsidiary Guarantors, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by 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 is true and correct on and as of the date hereof and on and as of the Incremental Amendment Effective Date as if made on and as of the date hereof or the Incremental Amendment Effective Date, as the case may be, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.

(c) No Event of Default or Default has occurred and is continuing as of the date hereof and as of the Incremental Amendment Effective Date after giving effect to the extensions of credit requested to be made on the Incremental Amendment Effective Date.

SECTION 5. Conditions Precedent to Incremental Term Loans. The obligations of the Incremental Term Lenders to make the Incremental Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived by such Incremental Term Lenders) (such date, the “Incremental Amendment Effective Date”):

(a) The Administrative Agent shall have received a notice of borrowing setting forth the information specified in Section 2.2 of the Credit Agreement.

(b) Holdings shall be in compliance with Section 8.1 of the Credit Agreement as of March 31, 2010, determined on a Pro Forma Basis and the Administrative Agent shall have received a certificate to that effect dated as of the Incremental Amendment Effective Date and executed by a Responsible Officer of Holdings.

(c) Each of the conditions precedent set forth in Section 6.2 of the Credit Agreement shall be satisfied, as certified by a Responsible Officer of the Borrower in the notice of borrowing referred to in clause (a) above.

(d) The Administrative Agent shall have received all fees and other amounts due and payable in connection with the transactions contemplated hereby or under the Credit Agreement on or prior to the Incremental Amendment Effective Date, including, to the extent invoiced, 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.

(e) The Administrative Agent shall have received (i) a legal opinion of Latham & Watkins LLP, counsel to the Loan Parties, (ii) a legal opinion of Ira H. Raphaelson, general counsel of the Borrower, (iii) board resolutions for each of the Loan Parties and (iv) good standing certificates and secretary’s certificates for each of the Loan Parties, in each case as the Administrative Agent shall reasonably request in connection with, and covering such matters incident to, the transactions contemplated by this Amendment.

SECTION 6. Effectiveness. This Amendment shall become effective as of the date on which the Administrative Agent (or its counsel) shall have received from each of the Borrower, Holdings, the Subsidiary Guarantors and each Incremental Term Lender either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include

facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

SECTION 7. Consent and Reaffirmation. Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, 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 in its assets 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 Credit Agreement and the other Loan Documents, including, without limitation, the Incremental Term Commitments and the Incremental Term Loans.

SECTION 8. Credit Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower, Holdings or any other Loan Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 9. Notices. All notices hereunder shall be given in accordance with the provisions of Section 11.2 of the Credit Agreement.

SECTION 10. APPLICABLE LAW; WAIVER OF JURY TRIAL. (a) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) 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 AMENDMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 11. Counterparts. This Amendment may be executed by one or more parties to this Amendment 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 Amendment by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 12. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

	SCIENTIFIC GAMES INTERNATIONAL, INC.,

	by
		/s/ Jeffrey S. Lipkin
		Name: Jeffrey S. Lipkin
		Title: Vice President

	SCIENTIFIC GAMES CORPORATION,


	by
		/s/ Jeffrey S. Lipkin
		Name: Jeffery S. Lipkin
		Title: Senior Vice President and Chief Financial Officer


	SCIENTIFIC GAMES PRODUCTS, INC., SG RACING, INC. SCIENTIFIC GAMES SA, INC. AUTOTOTE ENTERPRISES, INC. AUTOTOTE GAMING, INC.

	by
		/s/ Jeffrey S. Lipkin
		Name: Jeffery S. Lipkin
		Title: With respect to SG Racing, Inc., Vice President and Treasurer; with respect to the other entities listed above, Vice President and Chief Financial Officer

	MDI ENTERTAINMENT, LLC, by SCIENTIFIC GAMES INTERNATIONAL, INC. as its sole member

	by
		/s/ Jeffrey S. Lipkin
		Name: Jeffery S. Lipkin
		Title: Vice President