Long-Term Debt

Outstanding Debt

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



	September 30, 2013			December 31, 2012
Revolver, varying interest rate, due 2015	$	—		$	—
Term Loan, varying interest rate, due 2015 (1)	555,020			559,619
8.125% Senior Notes, due 2018 ("2018 Notes")	250,000			250,000
9.250% Senior Notes, due 2019 ("2019 Notes") (2)	346,230			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	7,815			12,523
Capital lease obligations as of September 30, 2013, payable monthly through 2017	71			115
Total long-term debt outstanding	1,459,136			1,468,166
Current portion	(11,085		)	(16,458		)
Long-term debt, net of current installments	$	1,448,051		$	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 $3,770 and $4,091 as of September 30, 2013 and December 31, 2012, respectively.

Prior Credit Agreement

Until October 18, 2013, we were party to a credit agreement, dated as of June 9, 2008, as amended and restated as of August 25, 2011 (as so amended, the "Prior 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 Prior Credit Agreement provided for a $250,000 senior secured revolving credit facility and senior secured term loan credit facilities under which $555,020 of term loan borrowings were outstanding as of September 30, 2013. There were no borrowings and $39,689 in outstanding letters of credit under the revolving credit facility as of September 30, 2013. As of September 30, 2013, we had approximately $210,311 available for additional borrowings or letter of credit issuances under the revolving credit facility. We were in compliance with the covenants under the Prior Credit Agreement as of September 30, 2013.

We terminated the Prior Credit Agreement on October 18, 2013 in connection with the WMS acquisition and our entry into the new credit agreement described below. We expect to record a loss on the early extinguishment of debt under the prior Credit Agreement of approximately $5,900 in the fourth quarter of 2013. No early termination penalties were incurred by the Company or SGI in connection with the termination of the Prior Credit Agreement.

Other Debt

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

New Credit Facilities

In connection with the WMS acquisition, the Company and certain of its subsidiaries entered into senior secured credit facilities in an aggregate principal amount of $2,600,000, including a $300,000 revolving credit facility, which has dollar and multi-currency tranches, and a $2,300,000 term loan facility, pursuant to a credit agreement, dated as of October 18, 2013, by and among SGI, as the borrower, the Company, as a guarantor, and the lenders and agents party thereto. The term loan facility was used, in part, to finance the consideration paid in the WMS acquisition, to pay off all indebtedness under the Prior Credit Agreement and WMS's prior credit agreement and to pay related acquisition and financing fees and expenses. Up to $200,000 of the revolving credit facility is available for issuances of letters of credit. The term loan is scheduled to mature on October 18, 2020 and the revolving credit facility is scheduled to mature on October 18, 2018 (subject to accelerated maturity dates depending on our liquidity at the time our 2018 Notes, 2019 Notes and 2020 Notes become due).

The term loan amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the stated principal amount thereof, with the remaining balance due at final maturity. Interest is payable under the credit facilities at a rate equal to the eurodollar (LIBOR) rate or the base rate, plus an applicable margin, in each case, subject to a eurodollar (LIBOR) rate floor of 1.00% or a base rate floor of 2.00%, as applicable. The applicable margin for the term loan is 3.25% per annum for eurodollar (LIBOR) loans and 2.25% per annum for base rate loans. The applicable margin on borrowings under the revolving credit facility may be reduced by 0.25% or 0.50% based on step-downs tied to our first lien net leverage ratio.

SGI is required to pay commitment fees to revolving lenders on the actual daily unused portion of the revolving commitments, as applicable, at a rate of 0.50% per annum through maturity, subject to a step-down to 0.375% based upon certain first lien net leverage ratios. The credit facilities are guaranteed by the Company and each of the Company’ current and future direct and indirect wholly owned domestic subsidiaries, subject to certain customary exceptions. SGI may voluntarily prepay all or any portion of outstanding amounts under the credit facilities at any time, in whole or in part, without premium or penalty, subject to (1) redeployment costs in the case of a prepayment of eurocurrency loans under the revolving credit facility other than on the last day of the relevant interest period and (2) a 1.00% prepayment premium on any prepaid term loans in the first six months after the closing date of the credit facilities in connection with a repricing transaction.

The credit facilities contain customary mandatory prepayment provisions, subject to certain exceptions and reinvestment rights. The credit facilities contain certain negative covenants that, among other things and subject to certain exceptions, restrict the Company's and its restricted subsidiaries’ ability to incur additional debt or guarantees, grant liens on assets, make loans, acquisitions or other investments, dispose of assets, make optional payments or modify certain debt instruments, pay dividends or other payments on capital stock, consolidate or merge, enter into arrangements that restrict the ability to pay dividends or grant liens, enter into sale and leaseback transactions, enter into or consummate transactions with affiliates, or change its fiscal year. In addition, the credit facilities require the maintenance of a maximum first lien net leverage ratio on a quarterly basis if at any time the aggregate amount of all commitments outstanding under the revolving credit facility equals or exceeds 15.00% of all commitments thereunder.

The credit facilities contain customary events of default (subject to customary grace periods and materiality thresholds). Upon the occurrence of certain events of default, the obligations under the credit facilities may be accelerated and the commitments may be terminated.

For additional information regarding the credit facilities, please see the full text of the credit agreement governing the credit facilities, a copy of which is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 18, 2013, and the full text of the guarantee and collateral agreement relating thereto, a copy of which is attached as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 18, 2013.

As of September 30, 2013, we incurred approximately $1,800 of costs related to the new credit facilities, which are classified as deferred financing fees in other assets on our Consolidated Balance Sheet as of September 30, 2013. We have incurred additional financing fees of approximately $90,000 since September 30, 2013 in connection with the new credit facilities and anticipate incremental deferred financing fees to be incurred in the balance of the quarter ending December 31, 2013.