Long-Term Debt

Outstanding Debt

The following reflects outstanding debt as of June 30, 2013 and December 31, 2012:



	June 30, 2013			December 31, 2012
Revolver, varying interest rate, due 2015	$	—		$	—
Term Loan, varying interest rate, due 2015 (1)	556,590			559,619
8.125% Senior Notes, due 2018 ("2018 Notes")	250,000			250,000
9.250% Senior Notes, due 2019 ("2019 Notes") (2)	346,118			345,909
6.250% Senior Notes, due 2020 ("2020 Notes")	300,000			300,000
Chinese Renminbi Yuan ("RMB") denominated loans, due 2014 (the "China Loans") and Other Debt	6,602			12,523
Capital lease obligations as of June 30, 2013, payable monthly through 2017	81			115
Total long-term debt outstanding	1,459,391			1,468,166
Less: debt payments due within one year	(10,269		)	(16,458		)
Long-term debt, net of current installments	$	1,449,122		$	1,451,708


(1)	Total of $559,730 less amortization of a loan discount in the amount of $111 as of December 31, 2012.


(2)	Total of $350,000 less amortization of a loan discount in the amount of $3,882 and $4,091 as of June 30, 2013 and December 31, 2012, respectively.

Credit Agreement

We are party to a credit agreement, dated as of June 9, 2008, as amended and restated as of August 25, 2011 (as so amended, the “Credit Agreement”), among Scientific Games International, Inc. ("SGI"), as borrower, the Company, as a guarantor, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Credit Agreement provides for a $250,000 senior secured revolving credit facility and senior secured term loan credit facilities under which $556,590 of term loan borrowings were outstanding as of June 30, 2013. There were no borrowings and $36,236 in outstanding letters of credit under the revolving credit facility as of June 30, 2013. As of June 30, 2013, we had approximately $213,764 available for additional borrowings or letter of credit issuances under the revolving credit facility. Amounts under the revolving credit facility may be borrowed, repaid and re-borrowed by SGI from time to time until maturity. Voluntary prepayments and commitment reductions under the Credit Agreement are permitted at any time, in whole or in part, without premium or penalty (other than break-funding costs), upon proper notice and subject to a minimum dollar requirement. The scheduled maturity date of the revolving credit facility commitments and the outstanding term loans is June 30, 2015.

The Credit Agreement contains customary covenants, including negative covenants that, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, pay dividends or make distributions or certain other restricted payments, purchase or redeem capital stock, make investments or extend credit, engage in certain transactions with affiliates, engage in sale-leaseback transactions, consummate certain asset sales, effect a consolidation or merger, sell, transfer, lease or otherwise dispose of all or substantially all assets, prepay or modify certain indebtedness, or create certain liens and other encumbrances on assets.

Our ability to borrow under the Credit Agreement will depend on our remaining in compliance with the covenants contained in the Credit Agreement, including the maintenance of the applicable financial ratios. A summary of the terms of the Credit Agreement, including the financial ratios that the Company is required to maintain under the terms of the Credit Agreement, is included in Note 13 of the Notes to Consolidated Financial Statements in our 2012 Annual Report on Form 10-K.

We were in compliance with the covenants under the Credit Agreement as of June 30, 2013.

Other Debt

In April 2013, we repaid with cash on hand RMB 50,000 aggregate principal amount of a China Loan and the Chinese bank returned a $6,500 letter of credit previously issued to support this debt.

Contemplated Financing for WMS Merger

In connection with the pending acquisition of WMS Industries Inc. ("WMS"), the Company and SGI entered into a commitment letter pursuant to which the lenders party thereto have agreed to provide the financing necessary to complete the transaction. The merger is not conditioned on our obtaining the proceeds of any financing, including the financing contemplated by the commitment letter. All indebtedness under our and WMS' current senior credit facilities will be refinanced or repaid in connection with the financing contemplated by the commitment letter, which we anticipate will result in a loss on the early extinguishment of debt related to the write-off of deferred financing fees related to our credit facility. For further information regarding the financing, please see the full text of the commitment letter, a copy of which is filed as exhibit 10.68 to our 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 12, 2013.

In May 2013, we completed the syndication of the contemplated $2,300,000 term loan facility that, together with a previously syndicated $300,000 revolving credit facility, is expected to comprise the financing necessary to complete the pending acquisition of WMS. The term loans are anticipated to bear interest at a rate, at the borrower's option, of either (a) the Eurocurrency rate for a specified interest period plus 3.25% or (b) a base rate plus 2.25%, in either case subject to a Eurocurrency rate floor of 1.00% or a base rate floor of 2.00%, as applicable. In addition, it is anticipated that the term loans will be issued with 0.50% of original issue discount (or payment of an upfront fee in lieu thereof), and that we will pay a ticking fee to the term loan lenders upon closing of the pending acquisition. Borrowings under the contemplated revolving credit facility are anticipated to bear interest at a rate indexed to LIBOR plus 3.00%.

Completion of the acquisition remains subject to approvals by gaming regulatory authorities and other customary closing conditions. Completion of the financing is subject to completion of all regulatory and legal requirements necessary to finalize the acquisition, repayment of borrowings under, and termination of, our and WMS' existing senior credit facilities and other customary closing conditions.

As of June 30, 2013, we have incurred approximately $1,800 of costs related to the syndication of the contemplated term loan facility, which are classified as deferred financing fees in other assets on our Consolidated Balance Sheet as of June 30, 2013.