INTERNATIONAL GAME EXHIBIT B-2
COMPETITIVE BID NOTE
May 22, 1997
New York, New York
FOR VALUE RECEIVED, the undersigned, INTERNATIONAL
GAME TECHNOLOGY, a Nevada corporation (the "Borrower"),
hereby promises to pay to the order of (the
"Lender"), the outstanding principal balance of the Lender's
Competitive Bid Loans at the time or times provided in the
Credit Agreement, dated as of May 22, 1997 by and among the
Borrower, The Bank of New York, as administrative agent (the
"Administrative Agent") and as the Issuing Bank, ▇▇▇▇▇ Fargo
Bank, National Association, as Documentation Agent, CIBC
Inc., Credit Lyonnais Los Angeles Branch, Deutsche Bank AG,
New York Branch and/or Cayman Islands Branch, KeyBank
National Association and United States National Bank of
Oregon, as Co-Agents, and the lenders party thereto (as the
same may be amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), and to pay interest
from the date hereof on the principal balance thereof from
time to time outstanding, at the rate or rates, and at the
times, set forth in the Credit Agreement, in each case at
the office of the Administrative Agent located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, or at such other place as the
Administrative Agent may specify from time to time, in
lawful money of the United States of America in immediately
available funds.
Capitalized terms used herein which are not
otherwise defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement.
The maturity of the Competitive Bid Loans
evidenced by this Competitive Bid Note is subject to
acceleration upon the terms set forth in the Credit
Agreement. This Competitive Bid Note is one of the
Competitive Bid Notes under, and as such term is defined in,
the Credit Agreement, and is subject to, and should be
construed in accordance with, the provisions thereof, and is
entitled to the benefits and security set forth in the Loan
Documents.
The Lender is hereby authorized to record on the
schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, the (i) date and amount of
each Competitive Bid Loan made by the Lender, (ii) interest
rate and Competitive Interest Period applicable thereto and
(iii) date and amount each repayment of the principal of any
such Competitive Bid Loan. No failure to so record or any
error in so recording shall affect the obligation of the
Borrower to repay the Competitive Bid Loans, together with
interest thereon, as provided in the Credit Agreement, and
the outstanding principal balance of the Competitive Bid
Loans made by the Lender as set forth in such schedule shall
be presumed to be correct absent manifest error.
Except as specifically otherwise provided in the
Credit Agreement, the Borrower hereby waives presentment,
demand, notice of dishonor, protest, notice of protest and
all other demands, protests and notices in connection with
the execution, delivery, performance, collection and
enforcement of this Competitive Bid Note.
This Competitive Bid Note may only be amended by
an instrument in writing executed pursuant to the provisions
of Section 11.1 of the Credit Agreement.
THIS COMPETITIVE BID NOTE SHALL BE GOVERNED BY,A
ND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS, BUT INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW.
INTERNATIONAL GAME TECHNOLOGY
By:
Name:
Title:
By:
Name:
Title:
SCHEDULE TO
COMPETITVE BID NOTE
Amount of
Amount of Principal
Competitive Interest Bid Payment or Notation
Date Bid Loan Period Rate Prepayment Made by
