AMENDMENT NO. 2
TO
CREDIT AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of January 16, 1998, to the
Credit Agreement, dated as of May 22, 1997, by and among INTERNATIONAL GAME
TECHNOLOGY, a Nevada corporation (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 (in such capacity, the "Co-Agents", each, a "Co-Agent"),
and the lenders party hereto (together with their respective assigns, the
"Lenders", each a "Lender"), as amended by Amendment No. 1, dated as of August
19, 1997 (as so amended, the "Credit Agreement").
RECITALS
A. Capitalized terms used herein which are not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement.
B. The Borrower has requested that the Credit Agreement be amended to the extent
and in the manner set forth herein and the Administrative Agent, the Issuing
Bank and the Lenders are willing to agree to such amendment subject to the terms
and conditions hereinafter set forth.
Accordingly, in consideration of the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Section 8.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
Create, incur, assume or suffer to exist any liability for
Indebtedness, or permit any of its Subsidiaries so to do, except:
(i) Indebtedness due under the Loan Documents,
(ii) Indebtedness of the Borrower or any of its Subsidiaries existing on the
Effective Date as set forth on Schedule 8.1 (other than the Existing Bank Debt
which is to be repaid on the Effective Date), excluding increases thereof, but,
in the case of (A) such Indebtedness of the Subsidiaries of the Borrower, and
(B) Indebtedness of the Borrower under the Senior Notes, including renewals,
extensions and refinancings thereof, provided, however, any such renewal,
extension or refinancing of the Senior Notes shall not have a maturity earlier
than one year after the Maturity Date,
(iii) Intercompany Indebtedness to the extent permitted by Section 8.5,
(iv) Indebtedness in an aggregate principal amount not in excess of $25,000,000
at any one time outstanding in respect of capital leases, secured by Liens on
Property (including, in the event such Property constitutes Capital Stock of a
newly acquired Subsidiary, Liens on the Property of such Subsidiary) acquired by
the Borrower or any of its Subsidiaries after the Effective Date, provided that
such Liens are in existence on the date of such acquisition and were not placed
on such Property in contemplation of such acquisition, and other purchase money
Indebtedness, provided that, in each case under this clause (iv), the Lien
securing such Indebtedness is permitted by Section 8.2,
(v) Indebtedness in respect of the Senior Notes,
(vi) unsecured Indebtedness of I.G.T. (Australia) Pty. Ltd. ("IGT-Australia")
not in excess of 205,000,000 Australian Dollars incurred in connection with its
acquisition of Olympic Amusements Pty. Limited and related entities, including,
without limitation, Indebtedness of Olympic assumed by IGT-Australia in
connection therewith, and, without duplication, the Contingent Obligations of
the Borrower under its guaranty thereof, provided that no Default or Event of
Default shall exist or be continuing at the time of the incurrence thereof, such
acquisition is a Permitted Acquisition, the interest rate on such Indebtedness
is not in excess of the rate available for similar borrowings by similar
borrowers at the time of the incurrence thereof, the maturity of such
Indebtedness is no earlier than one year after the Maturity Date, and such
guaranty by the Borrower shall be in form and substance satisfactory to the
Administrative Agent and the Borrower's obligations thereunder shall be pari
passu with its obligations under the Loan Documents,
(vii) in addition the Indebtedness of IGT-Australia referred to in clause (vi)
above, unsecured Indebtedness of a Subsidiary of the Borrower, provided that
immediately before and after giving effect thereto, no Default or Event of
Default shall exist, and the aggregate outstanding principal amount of all such
Indebtedness incurred by the Subsidiaries of the Borrower after the Effective
Date shall not exceed $50,000,000 at any time,
(viii) other unsecured Indebtedness of the Borrower, provided that no Default or
Event of Default shall exist or be continuing at the time of the incurrence
thereof, the interest rate on any such Indebtedness is not in excess of the rate
available for similar borrowings by similar borrowers at the time of the
incurrence thereof, and the maturity of such Indebtedness is no earlier than one
year after the Maturity Date, and
(ix) Indebtedness (other than Indebtedness of IGT or any Subsidiary of IGT)
acquired as part of a Permitted Acquisition, provided that such Indebtedness
existed immediately prior to such Permitted Acquisition and was not incurred in
anticipation thereof.
2. The reference in Section 8.2(xiv) to "Section 8.1(viii)" is amended to read
"Section 8.1(ix)".
3. The effectiveness of this Amendment is subject to the prior or simultaneous
fulfillment of the following conditions:
(a) The Administrative Agent shall have received this Amendment executed by a
duly authorized officer or officers of the Borrower and Required Lenders.
(b) Except for notices required to be given to Gaming Authorities after the
execution and delivery of this Amendment, which notices are for informational
purposes only and the failure to give the same will not affect the validity or
enforceability of the Loan Documents, all consents, authorizations, approvals,
filings and exemptions of all Persons required to be obtained or made in
connection with this Amendment, including, without limitation, any required
consents, authorizations, approvals, filings and exemptions of Gaming
Authorities, shall have been obtained or made, as the case may be, and shall be
in full force and effect, and all required notices have been given and all
required waiting periods shall have expired, and the Administrative Agent shall
have received a certificate, in all respects satisfactory to the Administrative
Agent, of an executive officer of the Borrower to the foregoing effects.
4. The Borrower hereby (i) reaffirms and admits the validity and enforceability
of the Credit Agreement and the other Loan Documents and all of its obligations
thereunder, (ii) agrees and admits that it has no defenses to or offsets against
any of its obligations to the Lenders under the Loan Documents, (iii) represents
and warrants that there exists no Default or Event of Default, and (iv)
represents and warrants that each of the representations and warranties
contained in the Credit Agreement is true and correct, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties were true and correct on and as of such
earlier date and for consents, authorizations, approvals, filings and exemptions
of all Persons which are required to be obtained or made in connection with this
Amendment, including Gaming Authorities, which consents, authorizations,
approvals, filings and exemptions will have been obtained or made prior to the
effectiveness of this Amendment.
5. This Amendment may be executed in any number of counterparts, each of which
shall be an original and all of which shall constitute one amendment. It shall
not be necessary in making proof of this Amendment to produce or account for
more than one counterpart signed by the party to be charged.
6. This Amendment is being delivered in and is intended to be performed in the
State of New York and shall be construed and enforceable in accordance with, and
be governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.
7. Except as amended hereby, the Credit Agreement shall in all other respects
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
INTERNATIONAL GAME TECHNOLOGY
By:
Name:
Title:
By:
Name:
Title:
THE BANK OF NEW YORK,
individually, as Issuing Bank and as
Administrative Agent
By:
Name:
Title:
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
individually and as Documentation Agent
By:
Name:
Title:
CIBC INC., individually and as a Co-Agent
By:
Name:
Title:
CREDIT LYONNAIS LOS ANGELES BRANCH,
individually and as a Co-Agent
By:
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH, individually and
as a Co-Agent
By:
Name:
Title:
KEYBANK NATIONAL ASSOCIATION,
individually and as a Co-Agent
By:
Name:
Title:
UNITED STATES NATIONAL BANK OF OREGON,
individually and as a Co-Agent
By:
Name:
Title:
THE ASAHI BANK, LTD., LOS ANGELES AGENCY
By:
Name:
Title:
BANCA DI ROMA, SAN ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By:
Name:
Title:
BANK OF MONTREAL
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., LOS
ANGELES AGENCY
By:
Name:
Title:
FLEET BANK N.A.
By:
Name:
Title:
MICHIGAN NATIONAL BANK
By:
Name:
Title:
THE SANWA BANK, LIMITED, LOS ANGELES
BRANCH
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Name:
Title:
