GTECH S.P.A. (1)

Exhibit 99.3

XXXXXXXX CHANCE STUDIO LEGALE

IN ASSOCIAZIONE CON XXXXXXXX CHANCE

CONFORMED COPY (including Fifth Amendment Request dated 19 November 2018)

GTECH S.P.A. (1)

AS PARENT

GTECH CORPORATION

GTECH S.P.A.

AS BORROWERS

X.X. XXXXXX LIMITED

MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.P.A.

AS GLOBAL COORDINATORS, BOOKRUNNERS AND MANDATED LEAD ARRANGERS

THE ENTITIES LISTED IN PART III OF SCHEDULE 1

AS BOOKRUNNERS AND MANDATED LEAD ARRANGERS

THE ENTITIES LISTED IN PART IV OF SCHEDULE 1

AS MANDATED LEAD ARRANGERS

THE ENTITIES LISTED IN PART V OF SCHEDULE 1

AS ARRANGERS

THE ROYAL BANK OF SCOTLAND PLC

AS AGENT

KEYBANK NATIONAL ASSOCIATION

AS SWINGLINE AGENT

AND

OTHERS

US$1,800,000,000(2) AND €1,050,000,000(3)

MULTICURRENCY REVOLVING

CREDIT FACILITIES FOR GTECH

CORPORATION AND GTECH S.P.A.

(1) Currently International Game Technology PLC (as successor-by-merger with GTECH S.p.A.)

(2) Currently US$1,200,000,000.

(3) Currently €725,000,000.

CONTENTS

Clause		Page

1.	DEFINITIONS AND INTERPRETATION	3

2.	THE FACILITIES	49

3.	PURPOSE	51

4.	CONDITIONS OF UTILISATION	52

5.	UTILISATION — REVOLVING FACILITY LOANS	53

6.	UTILISATION — LETTERS OF CREDIT	55

7.	UTILISATION - US DOLLAR SWINGLINE LOANS	61

8.	LETTERS OF CREDIT	63

9.	REPAYMENT	67

10.	OPTIONAL CURRENCIES	68

11.	US DOLLAR SWINGLINE FACILITY	68

12.	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION	71

13.	MANDATORY PREPAYMENT	74

14.	RESTRICTIONS	75

15.	INTEREST	75

16.	INTEREST PERIODS	77

17.	CHANGES TO THE CALCULATION OF INTEREST	77

18.	FEES	79

19.	TAX GROSS UP AND INDEMNITIES	81

20.	INCREASED COSTS	96

21.	OTHER INDEMNITIES	97

22.	MITIGATION	99

23.	COSTS AND EXPENSES	99

24.	GUARANTEE AND INDEMNITY	100

25.	REPRESENTATIONS	105

26.	INFORMATION UNDERTAKINGS	111

27.	FINANCIAL COVENANTS	115

28.	GENERAL UNDERTAKINGS	117

29.	EVENTS OF DEFAULT	128

30.	CHANGES TO THE LENDERS	133

31.	CHANGES TO THE OBLIGORS	140

32.	ROLE OF THE AGENT, THE ARRANGING PARTIES, THE GLOBAL COORDINATORS, THE SWINGLINE AGENT, THE ISSUING AGENT AND OTHERS	143

33.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	151

34.	SHARING AMONG THE FINANCE PARTIES	151

35.	PAYMENT MECHANICS	153

36.	SET-OFF	157

37.	NOTICES	157

38.	CALCULATIONS AND CERTIFICATES	160

39.	TAX CHARACTERIZATION	161

40.	PARTIAL INVALIDITY	161

41.	REMEDIES AND WAIVERS	161

42.	AMENDMENTS AND WAIVERS	161

43.	NEGOTIATED AGREEMENT	165

44.	CONFIDENTIALITY	166

45.	COUNTERPARTS	168

46.	GOVERNING LAW	168

47.	ENFORCEMENT	168

SCHEDULE 1 THE ORIGINAL PARTIES		170

SCHEDULE 2 CONDITIONS PRECEDENT		180

SCHEDULE 3 REQUESTS		185

SCHEDULE 4 FORM OF TRANSFER CERTIFICATE		186

SCHEDULE 5 FORM OF ASSIGNMENT AGREEMENT		189

SCHEDULE 6 FORM OF ACCESSION LETTER		191

SCHEDULE 7 FORM OF RESIGNATION LETTER		192

SCHEDULE 8 FORM OF COMPLIANCE CERTIFICATE		193

SCHEDULE 9 TIMETABLES - LOANS - NOTICES TO THE AGENT		194

SCHEDULE 10 FORM OF LETTER OF CREDIT		197

SCHEDULE 11 AGENTS’ DETAILS		203

SCHEDULE 12 ORIGINAL BORROWERS’ DETAILS		204

SCHEDULE 13 AGREED SECURITY PRINCIPLES		205

SCHEDULE 14 FORM OF AFFIDAVIT		209

SCHEDULE 15 FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE		216

SCHEDULE 16 SELF DECLARATION FORM		218

THIS SENIOR FACILITIES AGREEMENT (this “Agreement”) is dated 4 November 2014, amended on 2 April 2015, 28 October 2015, 26 July 2016, 31 July 2017, and 17 December 2018, and made

BETWEEN:

(1) GTECH S.p.A., a company incorporated in Italy as a società per azioni (“GTECH”);

(2) GTECH CORPORATION, a Delaware corporation (“GTECH Corporation” and together with GTECH, the “Original Borrowers”);

(3) THE ENTITIES listed in Part I of Schedule 1 as original guarantors (the “Original Guarantors”);

(4) X.X. XXXXXX LIMITED AND MEDIOBANCA — BANCA DI CREDITO FINANZIARIO S.p.A. (directly or by way of their Affiliates) as global coordinators, bookrunners and mandated lead arrangers (the “Global Coordinators, Bookrunners and Mandated Lead Arrangers”);

(5) THE ENTITIES listed in Part III of Schedule 1 as bookrunners and mandated lead arrangers (the “Bookrunners and Mandated Lead Arrangers”);

(6) THE ENTITIES listed in Part IV of Schedule 1 as mandated lead arrangers (the “Mandated Lead Arrangers”);

(7) THE ENTITIES listed in Part V of Schedule 1 as arrangers (the “Arrangers”);

(8) THE FINANCIAL INSTITUTIONS listed in Part IIA of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

(9) THE ROYAL BANK OF SCOTLAND PLC as facility agent of the other Finance Parties (the “Agent”);

(10) THE ROYAL BANK OF SCOTLAND PLC as issuing agent of the Lenders (the “Issuing Agent”);

(11) KEYBANK NATIONAL ASSOCIATION as agent of the US Dollar Swingline Lenders (the “Swingline Agent”); and

(12) THE FINANCIAL INSTITUTIONS listed in Part IIB of Schedule 1 (The Original US Dollar Swingline Lenders) as US Dollar Swingline Lenders (the “Original US Dollar Swingline Lenders”).

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Acceptable Bank” means:

(a) a bank or financial institution which has a rating for its long term unsecured and non credit-enhanced debt obligations of BBB- or higher by S&P or Fitch or Baa3 or higher by Xxxxx’x or a comparable rating from an internationally recognised credit rating agency; or

(b) an Original Lender or any of its Affiliates; or

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter) or in any other form acceptable to the Parent and the Agent.

“Accounting Principles” means generally accepted accounting principles in the United States, the United Kingdom and Italy or IFRS.

“Additional Borrower” means a company which becomes a Borrower in accordance with Clause 31 (Changes to the Obligors).

“Additional Guarantor” means a person which becomes a Guarantor in accordance with Clause 31 (Changes to the Obligors).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Affidavit” means the affidavit substantially in the form set out in Schedule 14 (Form of Affidavit) as approved by the Italian Revenues Agency and made available on the website xxx.xxxxxxxxxxxxxx.xxx.xx.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc, the term “Affiliate” shall include The Royal Bank of Scotland N.V. and each of its subsidiaries or subsidiary undertakings, but shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

“Agent’s Fee Letter” means the fee letter dated on or about the date of this Agreement between the Agent and the Borrowers.

“Agent’s Spot Rate of Exchange” means, for a currency, the rate determined by the Agent, the Swingline Agent or the Issuing Agent (as applicable) to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent, the Swingline Agent or the Issuing Agent may obtain such spot rate from another financial institution designated by the Agent, the Swingline Agent or the

Issuing Agent if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Issuing Agent may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Optional Currency.

“Agreed Security Principles” means the principles set out in Schedule 13 (Agreed Security Principles).

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to a Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Law” means each of:

(a) the Executive Order;

(b) the USA PATRIOT Act;

(d) the Foreign Asset Control Laws;

(e) the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.);

(f) the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.);

(g) the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.);

(h) the Trading with the Enemy Act (50 U.S.C. App. §§1 et seq.); and

(i) any similar law enacted in the United States of America subsequent to the date of this Agreement.

“Arrangement Fee Letter(s)” means each arrangement fee letter dated on or about the date of this Agreement among the Original Borrowers and the Arranging Parties.

“Arranging Parties” means the Global Coordinators, Bookrunners and Mandated Lead Arrangers, the Bookrunners and Mandated Lead Arrangers, the Mandated Lead Arrangers and the Arrangers.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Auditors” means PricewaterhouseCoopers or any other firm approved in advance by the Agent (such approval not to be unreasonably withheld or delayed).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

(a) in relation to Revolving Facility A, the period from and including the date of this Agreement to and including the date falling one (1) Month prior to the Final Maturity Date; and

(b) in relation to Revolving Facility B, the period from and including the date of this Agreement to and including the date falling one (1) Month prior to the Final Maturity Date.

“Available Revolving Commitment” means, in relation to:

(a) Revolving Facility A (but without limiting Clause 7.5 (Relationship with Revolving Facility A), a Lender’s Revolving Facility A Commitment less:

(i) the Base Currency Amount of its participation in any outstanding Utilisations (including any Revolving Facility A Loan deemed as such pursuant to Clause 8.3 (Claims under a Letter of Credit)); and

(ii) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Utilisations (other than the proposed Utilisation) that are due to be made under Revolving Facility A on or before the proposed Utilisation Date; and

(b) Revolving Facility B, a Lender’s Revolving Facility B Commitment less:

(i) the Base Currency Amount of its participation in any outstanding Utilisations (including any Revolving Facility B Loan deemed as such pursuant to Clause 8.3 (Claims under a Letter of Credit)); and

it being understood in each case that for the purposes of calculating the “Available Revolving Commitment”, any Revolving Facility Commitment of Xxxxx Fargo Bank, NA shall only be deemed to be a Revolving Facility A Commitment or a Revolving Facility B Commitment, as the case may be, from and including the Target Accession Date.

For the purposes of calculating a Lender’s Available Revolving Commitment in relation to any proposed Utilisation of Loans, such Lender’s participation in any Loans under Revolving Facility A or as the case may be, Revolving Facility B that are due to be repaid or prepaid on or before the proposed Utilisation Date as well as such Lender’s US Dollar Swingline Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date shall not be deducted from a Lender’s Commitment under such Revolving Facility.

For the purposes of calculating a Lender’s Available Revolving Commitment in relation to any proposed Utilisation under a Revolving Facility, such Lender’s participation in any Letters of Credit issued under such Revolving Facility that are due to be reduced or cancelled on or before the proposed Utilisation Date under such Revolving Facility shall not be deducted from a Lender’s Commitment under the relevant Revolving Facility.

“Available Revolving Facility” means, in relation to each Revolving Facility, the aggregate for the time being of each Lender’s Available Revolving Commitment in respect of that Revolving Facility.

“Available US Dollar Swingline Commitment” of a US Dollar Swingline Lender means (but without limiting Clause 7.5 (Relationship with Revolving Facility A)) that Lender’s US Dollar Swingline Commitment minus:

(a) the amount of its participation in any outstanding US Dollar Swingline Loans; and

(b) in relation to any proposed Utilisation under the US Dollar Swingline Facility, the amount of its participation in any US Dollar Swingline Loans that are due to be made under the US Dollar Swingline Facility on or before the proposed Utilisation Date,

other than that Lender’s participation in any US Dollar Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available US Dollar Swingline Facility” means the aggregate for the time being of each US Dollar Swingline Lender’s Available US Dollar Swingline Commitment.

“B&D Holding” means B&D Holding di Xxxxx Xxxxx e C. S.a.p.a., a company incorporated in Italy as a società in accomandita per azioni.

“Base Currency” means, in relation to Revolving Facility A, US Dollars and, in respect of Revolving Facility B, Euro.

“Base Currency Amount” means in relation to a Utilisation, the amount specified in the Utilisation Request delivered by the relevant Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is two (2) Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement and, in the case of a Letter of Credit, as adjusted under Clause 6.10 (Revaluation of Letters of Credit) to reflect any repayment (other than a repayment arising from a change of currency), prepayment, cancellation or reduction (as applicable) of the Utilisation, as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation.

“Base Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four (4) decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(a) in relation to LIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market; or

(b) in relation to EURIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the European interbank market,

in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

“Base Reference Banks” means in relation to LIBOR, the principal London offices of Banca IMI S.p.A., Milan and Bank of America, N.A., London Branch and the principal Milan office

of Mediobanca — Banca di Credito Finanziario S.p.A., Milan and, in relation to EURIBOR, the principal office in London of Banca IMI S.p.A., Milan and Bank of America, N.A., London Branch and the principal Milan office of Mediobanca — Banca di Credito Finanziario S.p.A., Milan or such other banks as may be appointed by the Agent (acting on the instructions of the Majority Lenders) in consultation with the Parent.

“Blacklisted Resident Entity” means any person that is resident, domiciled, located for Tax purposes, or acting through a lending office qualifying as a Permanent Establishment to which any payment under the Finance Document is effectively connected, in a Blacklisted Jurisdiction.

“Blacklisted Jurisdiction” means:

(a) any country or territory listed as having a privileged tax regime in the Italian Ministerial Decree dated 23 January 2002 and issued by the Italian Minister of Finance, as amended or updated from time to time; or

(b) (as from the fiscal year in which the decree to be issued pursuant to article 168-bis of Italian Presidential Decree of 22 December 1986, No. 917 is effective, any country or territory which is not included in the list of countries and territories (the “White List”) allowing an adequate exchange of information with the Italian Tax authorities (for the five (5) years starting on the date of publication of such decree in the Official Gazette, countries and territories that are not included in the current black-lists set forth by Italian Ministerial Decrees of 4 May 1999, 21 November 2001 and 23 January 2002, nor in the current white list set forth by Italian Ministerial Decree of 4 September 1996 or included under article 2 of Ministerial Decree 21 November 2001, with regards to the persons therein enclosed, and under article 3 of Ministerial Decree 21 November 2001, with the exclusions of the persons therein enclosed, are deemed to be included in the White List); or

(c) upon the occurrence of any Change of Tax Law, any country or territory listed in any regulation referred to under Article 110, Paragraph 10 of Italian Presidential Decree of 22 December 1986, No. 917, as from time to time amended or restated, as not allowing an adequate exchange of information with the Italian Tax authorities.

“Borrower” means an Original Borrower or an Additional Borrower, unless it has ceased to be a Borrower in accordance with Clause 31 (Changes to the Obligors).

“Borrower DTTP Filing” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Borrower Materials” shall have the meaning ascribed thereto in Clause 26.7 (Posting on electronic system).

“Break Costs” means the amount (if any) by which:

(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which such Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Bridge Facilities” means the 364-day senior bridge facility to be entered into in accordance with the terms of the commitment letter dated 15 July 2014 among inter alios the Parent and Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC, Citigroup Global Markets Limited and Citibank N.A., London Branch, as joint lead bookrunners and joint lead arrangers.

“Business” means, with respect to the Group:

(a) the design, manufacture, sale, lease, delivery, installation, operation or maintenance of hardware and equipment (e.g. computers, computer terminals, on-line lottery terminals, instant ticket vending and dispensing machines, self-service terminals, gaming devices and machines, video lottery terminals, slot machines and amusement with prize machines) (collectively, “Gaming Hardware”) and the design, development, sale, licensing, delivery, installation, operation or maintenance of software or game content (collectively, “Gaming Software”) pertaining to the operation of games of chance or skill or pari-mutuel or fixed odds games (including lotteries (e.g. on-line, off-line, passive ticket, instant/scratch ticket, break-open ticket and video), pari-mutuel betting, bingo, race tracks, xxx xxxx, legalized bookmaking, off-track betting, casino games, racino, keno, lotto and sports betting) (collectively, “Games”) and the provision of any type of ancillary service or product related to or connected with the foregoing;

(b) the management, ownership or operation of (i) Games; (ii) Gaming Hardware; (iii) Gaming Software; and (iv) sales channels (retail, interactive and mobile) and the exercise of any governmental power or authority granted to any member of the Group in connection with any of the foregoing businesses set out at (i) to (iv) (including acting as operator/private manager of legal gaming licenses and concessions) and the provision of any products or services related to any of the foregoing businesses set out at (i) to (iv) (including, without limitation, marketing activities and services, player tracking activities and loyalty management, back-office software (player management tools), field service, field sales force management and security and consulting services to customers including software, telecommunications, marketing and other related advisory services or other ancillary tools and platform related services);

(c) (i) the provision of any type of government or state benefits processing or eligibility, or payment processing (including tax, utility, fines, fees and duties payment processing) and any products or services related to any of the foregoing businesses set out at paragraphs (a) and (b) and this paragraph (c); and (ii) the exercise of any governmental power or authority granted to any member of the Group in connection with the foregoing businesses described in paragraphs (a) and (b) above and in this paragraph (c);

(d) the provision of any type of commercial transaction processing or distribution services, including (i) debit, credit and xxxx payment transactions and money transfer transactions; (ii) distribution services such as electronic top-up services for pre-paid mobile and fixed-line telephone accounts and ticketing services for sporting, musical and other events; (iii) stored value services such as pre-paid cards for pay TV channels and debit cards; and

(iv) any products or services related to the foregoing businesses described in paragraphs (a) through (c) above and in this paragraph (d);

(e) the provision of any type of information technology or any services derived from the technical, management, operational or other expertise developed or used by any member of the Group in connection with any business described herein and any products or services related to the foregoing businesses described in paragraphs (a) through (d) above and in this paragraph (e);

(f) the provision of any type of telecommunication services and other communications services similar to those or provided in connection with the businesses described in paragraphs (a) through (d) above;

(g) the design, manufacture, printing, sale or distribution (whether physically, electronically or by any other method) of instant, scratch, traditional or other lottery tickets (whether such tickets are physical, electronic or expressed through any other medium and whether such tickets allow the player to remove a cover layer (or any semblance thereof) physically, electronically or by any other method, to reveal whether the ticket is a prize winner) and the provision of any products or services related to the foregoing business described in paragraphs (a) through (f) above and in this paragraph (g);

(h) the employment of any hardware or software utilised in any of the businesses described in paragraphs (a) through (g) above whether by sale, lease, license or service in either government or commercial enterprises worldwide;

(i) the provision of social games, including, without limitation, through Internet websites and applications for smart phones, tablets and other devices; and

(j) any other business that is related to, or which is an extension, development or expansion of, any of the foregoing businesses described in paragraphs (a) through (i).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Las Vegas, London, Milan and New York and:

(a) (in relation to any date for payment or purchase of a currency other than Euro and US Dollars) the principal financial centre of the country of that currency; or

(b) (in relation to any date for payment or purchase of Euro) any TARGET Day.

“Calculation Date” has the meaning given to it in Clause 27.1 (Financial definitions).

“Cancellation Date” means the date specified in the notice which cancels and prepays the Existing Facilities in full.

“Capital Securities” means the €750,000,000 Subordinated Interest-Deferrable Capital Securities due 2066 and issued on 17 May 2006 by GTECH.

“Cash Collateral Account” means:

(a) an account to be established by the Agent in its name for the deposit of cash cover required to be posted pursuant to paragraph (b) of Clause 6.9 (Revaluation of Letters of Credit) and any replacement account thereof; and

(b) an account to be established by the Issuing Agent in its name for the deposit of cash cover required pursuant to Clause 8.6 (Cash cover by Borrower) to be posted in respect of Issuing Agent or Lender exposure to a Borrower or a beneficiary and any replacement account thereof.

“Cash Equivalent Investments” means at any time:

(a) demand or overnight deposits, time deposits, Eurodollar time deposits, bankers acceptances or certificates of deposit (in any case maturing within one (1) year after the relevant date of calculation):

(i) with or issued by an Acceptable Bank; or

(ii) with or issued by a Non-Acceptable Bank; provided that the amount of any such investments does not at any time exceed in the aggregate US$50,000,000 (or its equivalent in any other currencies);

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating and any auction rate, variable rate or demand securities issued or guaranteed by any federal, state or municipal governmental authority of the United States of America, in each case, having a credit rating equal to BBB or higher by S&P or Baa2 or higher by Xxxxx’x, maturing or having a scheduled auction within one (1) year after the relevant date of calculation and not convertible or exchangeable to any other security;

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii) which matures within one (1) year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch or P-1 or higher by Xxxxx’x, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e) any investment accessible within thirty (30) days in money market funds which have a credit rating of either A-1 or higher by S&P or F-1 or higher by Fitch Rating Ltd or P-1 or higher by Xxxxx’x and which invest substantially all their assets in securities of the types described in paragraphs (a) through (d) above; or

(f) any other debt security approved by the Majority Lenders,

in each case to which any member of the Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security.

“Change of Control” means any person or group of persons acting in concert (other than any of the entities or companies constituting the Principal Shareholders) gains control of the Parent.

For the purpose of the paragraph above “control” means:

(a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of GTECH (or, following the completion of the Mergers, of Holdco); or

(ii) appoint or remove all, or the majority, of the directors or other equivalent officers of GTECH (or, following completion of the Mergers, of Holdco); or

(iii) give directions with respect to the operating and financial policies of GTECH (or, following completion of the Mergers, of Holdco) with which the directors or other equivalent officers of GTECH (or, following completion of the Mergers, of Holdco) are obliged to comply; or

(b) the holding of more than thirty per cent. (30%) of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) save in circumstances where the Principal Shareholders between them continue to hold directly or indirectly (whether by way of ownership of shares, proxy, contract, agency or otherwise) more of such issued share capital than the relevant person or group of persons.

For the purpose of the paragraph above “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in GTECH (or, following completion of the Mergers, of Holdco), to obtain or consolidate control of GTECH (or, following completion of the Mergers, of Holdco).

“Change of Tax Law” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Code” means the United States Internal Revenue Code of 1986 (26 U.S.C. §§ 1 et seq.), as amended from time to time.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent.

“Confidential Information” means all information relating to the Parent, any Obligor, the Group, the Finance Documents or a Revolving Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Revolving Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of the terms of this Agreement; or

(ii) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the recommended form of the LMA or in any other form agreed between the Borrowers and the Agent.

“Consolidated Interest Expense” has the meaning given to it in Clause 27.1 (Financial Definitions).

“Default” means an Event of Default or any event or circumstance specified in Clause 29 (Events of Default) which would (with the expiry of a grace period or the giving of notice, the making of any determination (where any provision of Clause 29 expressly requires a determination to be made) or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

Unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and,

payment is made within one (5) Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Designated Person” means a person or entity:

(a) listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(b) named as a “Specially Designated National and Blocked Person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(c) to the best of the Obligor’s knowledge, with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

“Designated Website” has the meaning given to that term in Clause 37.7 (Use of websites).

“Dispute” has the meaning given to that term in paragraph (a) of Clause 47.1 (Jurisdiction of English courts).

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distribution” means:

(a) any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of share capital (or any class of share capital) paid by the Parent; or

(b) the payment or distribution of any dividend or share premium reserve by the Parent.

“Double Taxation Treaty” means a double taxation agreement made between any Relevant Tax Jurisdiction and any other jurisdiction which makes provision for full exemption from, or a reduction in, Tax imposed by such Relevant Tax Jurisdiction on interest.

“EBITDA” has the meaning given to it in Clause 27.1 (Financial Definitions).

“ERISA” means the Employee Retirement Income Security Act of 1974 of the United States of America as amended from time to time and any applicable regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any Obligor, any person that for the purposes of Title IV of ERISA is from time to time a member of the controlled group of any Obligor or under common control with any Obligor within the meaning of Section 414 of the Code.

“ERISA Event” means:

(a) the occurrence of a reportable event, within the meaning of Section 4043(c) of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; or

(b) the requirements of Section 4043(b) of ERISA applied with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following thirty (30) days;

(d) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA);

(e) the cessation of operations at a facility of any Obligor or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;

(f) the withdrawal by any Obligor or any ERISA Affiliate from a Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;

(g) the failure to make a required contribution to any Plan that would result in the imposition of an encumbrance under the Code or ERISA;

(h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan;

(i) a determination that any Plan is, or is expected to be, in at-risk status (within the meaning of Title IV of ERISA); or

(j) the receipt by any Obligor or ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Obligor or ERISA Affiliate of any notice that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA).

“EURIBOR” means, in relation to any Loan in euro:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(i) no Screen Rate is available for the currency of that Loan; or

(ii) no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Base Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for Euro and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.

“Euro” or “€” means the single currency of the Participating Member States.

“Event of Default” means any event or circumstance specified as such in Clause 29 (Events of Default).

“Excluded Assets” means (i) loans to and receivables from other members of the Group, (ii) investments in Subsidiaries and (iii) consolidation entries (e.g., purchase accounting entries for goodwill and fair value adjustments to assets and liabilities) and elimination entries.

“Excluded EBITDA Entries” means consolidation entries and elimination entries.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of Security to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such Security becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or Security is or becomes illegal.

“Executive Order” means the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism.

“Exempt Lender” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Existing GTECH Facilities” means the revolving credit facilities and term loan facility made available under a senior facilities agreement dated 20 December 2010 and made among, inter alios, GTECH (formerly known as Lottomatica Group S.p.A.) as the Parent, GTECH and GTECH Corporation as Borrowers, Banc of America Securities Limited, Banca IMI S.p.A. and Mediobanca — Banca di Credito Finanziario as Global Coordinators, Bookrunners and Mandated Lead Arrangers and Banc of America Securities Limited as Agent (as amended from time to time).

“Existing GTECH Notes” means each of the following issuances of debt securities by GTECH:

(a) €750,000,000 5.375% Guaranteed Notes due 2016;

(b) €500,000,000 5.375% Guaranteed Notes due 2018;

(d) the Capital Securities.

“Existing Indebtedness” means any Financial Indebtedness outstanding at any time under the Bridge Facilities, the Existing GTECH Facilities, the Existing GTECH Notes and the Existing Target Facility.

“Existing Lender” has the meaning given to that term in Clause 30.1 (Assignments and transfers by the Lenders).

“Existing Target Facility” means the revolving credit facility made available under an amended and restated credit agreement dated as of 23 April 2013 and made among inter alios Target, as the Borrower, Xxxxx Fargo Securities, LLC, RBS Securities Inc. and Union Bank, N.A., as Joint Lead Arrangers and Joint Book Runners and The Royal Bank of Scotland plc as Administrative Agent and Swing Line Lender.

“Expiry Date” means, for a Letter of Credit, the last day of its Term.

“Facility Office” means in respect of a Lender or an Issuing Agent, the office or offices notified by such Lender or an Issuing Agent to the Agent in writing on or before the date it becomes a Lender or an Issuing Agent (and, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Facilities” means Revolving Facility A, Revolving Facility B and the US Dollar Swingline Facility and “Facility” means any one of them.

“FATCA” means:

(a) Sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Federal Funds Rate” means, in relation to any day, the rate per annum equal to:

(a) the weighted average of the rates on overnight Federal funds transactions with members of the US Federal Reserve System arranged by Federal funds brokers, as published for that day (or, if that day is not a New York Business Day, for the immediately preceding New York Business Day) by the Federal Reserve Bank of New York; or

(b) if a rate is not so published for any day which is a New York Business Day, the average of the quotations for that day on such transactions received by the Agent from three Federal funds brokers of recognised standing selected by the Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).

“Fee Letter” means each Arrangement Fee Letter, the Agent’s Fee Letter, the Swingline Agent’s Fee Letter and any letter or letters dated on or about the date of this Agreement between, inter alios, the Global Coordinators and the Borrowers (or the Agent and the Borrowers) setting out any of the fees referred to in Clause 18 (Fees).

“Final Maturity Date” means, in relation to each Facility, 26 July 2021.

“Finance Document” means this Agreement, any Accession Letter, any Compliance Certificate, the Mandate Letter, any Fee Letter, any Resignation Letter, any Utilisation Request and any document, agreement or instrument entered into by an Issuing Agent and a Borrower or in favour of an Issuing Agent and relating to any Letter of Credit and any other document designated as a “Finance Document” by the Agent and the Borrowers.

“Finance Party” means the Agent, the Arranging Parties, any US Dollar Swingline Lender, the Lenders, the Swingline Agent and any Issuing Agent.

“Financial Indebtedness” means any indebtedness for or in respect of (without double counting):

(a) monies borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) for the purposes of paragraph (e) of the definition of Permitted Guarantee, Clause 28.12 (Priority Financial Indebtedness) and an Event of Default only, any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value as at the relevant date on which Financial Indebtedness is calculated (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or (ii) the agreement is in respect of the supply of assets or services and payment is due more than one hundred and fifty (150) days after the date of supply;

(i) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and

(j) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) through (i) above;

provided that any counter-indemnity obligation in respect of performance or similar bonds, letters of credit (including Letters of Credit) or guarantees, in each case, guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness) which arises in the ordinary course of those activities described in the definition of “Business” shall not constitute Financial Indebtedness unless and until, and to the extent that, such performance or similar bonds, letters of credit (including Letters of Credit) or guarantees are drawn or called (as applicable).

“Financial Quarter” means, with respect to the Parent, each of the quarterly periods ending on 31 March, 30 June, 30 September and 31 December in each Financial Year by reference to which the quarterly accounts of members of the Group are prepared.

“Financial Year” means each period ending on 31 December in respect of which annual audited consolidated financial statements of the Group are required to be prepared.

“Fitch” means Fitch Ratings Ltd.

“Foreign Asset Control Laws” means the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq., any Executive Order or regulation promulgated thereunder and administered by OFAC.

“Fraudulent Transfer Law” means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law.

“Group” means GTECH (or, following completion of the Merger, Holdco) and its Subsidiaries from time to time and “member of the Group” means any one of them.

“Guarantee Sub-limit” means:

(a) with respect to Revolving Facility A, the lesser of:

(i) US$200,000,000 (or its equivalent in other currencies); and

(ii) the Total Revolving Facility A Commitments; and

(b) with respect to Revolving Facility B, the lesser of:

(i) €200,000,000 (or its equivalent in other currencies); and

(ii) the Total Revolving Facility B Commitments.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 31 (Changes to the Obligors).

“Hedging Bank” means any (i) Lender or (ii) Affiliate of a Lender which has delivered an Accession Letter in the form set out in Schedule 6 (Form of Accession Letter) in each case which has entered into a hedging arrangement with any member of the Group in respect of a Treasury Transaction.

“Hedging Document” means the documents entered into between a Hedging Bank and a member of the Group for the purposes of implementing a hedging arrangement in respect of a Treasury Transaction.

“Holdco” means Georgia Worldwide PLC, a public limited company organised under the laws of England and Wales and a wholly owned Subsidiary of GTECH.

“Holdco Merger” means the series of transactions which consist principally of (i) the merger of GTECH with and into Holdco and (ii) the payment to GTECH’s shareholders exercising withdrawal rights following such merger, each in accordance with the steps set out in the Structure Memorandum.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Impaired Agent” means the Agent, the Swingline Agent or the Issuing Agent, as the context requires, at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) it otherwise rescinds or repudiates a Finance Document;

(c) (if it is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to it;

(e) unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(ii) it is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increased Costs” has the meaning given to it in paragraph (b) of Clause 20.1 (Increased Costs).

“Initial Margin Trigger Event” means the first to occur of the following events:

(a) the completion of the Transactions;

(b) a change of at least one of the two Public Debt Ratings issued by S&P and Xxxxx’x; and

(c) termination of the Merger Agreement, or the public disclosure by the Parent that it no longer intends to proceed with the completion of the Mergers;

provided that if at any time after the date hereof three Public Debt Ratings have been issued, paragraph (b) shall be interpreted so as to mean a change of at least two of the three Public Debt Ratings.

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts as they become due or fails or admits in writing its inability generally to pay its debts as they become due;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the

jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) through (h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Insufficiency” means, with respect to any Plan, the amount, if any, of its unfunded liabilities, as defined in section 4001(a)(18) of ERISA.

“Intellectual Property” means:

(a) any patents, trade marks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of each member of the Group.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 16 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 15.4 (Default interest).

“Interpolated Screen Rate” means, in relation to LIBOR or EURIBOR for any Loan, the rate which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time on the Quotation Day for the currency of that Loan.

“IRAP” means the Italian Regional tax on productive activities set forth by Italian Legislative Decree of 15 December 1997, No. 446.

“ITA” means the Income Tax Xxx 0000 of the United Kingdom.

“Italian Borrower” means a Borrower which is resident in Italy for Tax purposes and not acting for the purposes of the Finance Documents through a Permanent Establishment located outside Italy.

“Italian Civil Code” means the Italian civil code, enacted by Royal Decree No. 262 of 16 March 1942.

“Italian Guarantor” means a Guarantor which is resident in Italy for Tax purposes pursuant to article 73 of Italian Presidential Decree No. 917 of 22 December 1986 not acting for the purposes of the Finance Documents through a Permanent Establishment located outside Italy.

“Italian Holdco” means Lottomatica Holding S.r.l., a company incorporated in Italy as a società a responsabilità limitata with its registered office at Xxxxx xxx Xxxxx Xxxxxx 00/X 00000 Xxxx, Xxxxx, and having registration number 13044331000.

“Italian Insolvency Proceeding” means, with respect to the Parent, each Obligor incorporated in Italy and each Material Subsidiary incorporated in Italy (i) any proceeding concerning its liquidation, bankruptcy, dissolution, reorganisation, moratorium or proceedings similar or analogous thereto including bankruptcy (fallimento), arrangements with creditors (concordato preventivo), forced administration liquidation (liquidazione coatta amministrativa), extraordinary administration of large companies in insolvency (amministrazione straordinaria delle grandi imprese in stato di insolvenza), assignments for the benefit of creditors (cessione di beni ai creditori), arrangements with creditors in the context of Article 67, paragraph 2, letter d) of the Italian Insolvency Law or restructuring arrangements pursuant to Article 182 bis of Italian Insolvency Law, out-of-court restructurings or winding-up (liquidazione) set out in the Italian Insolvency Law, the Italian Civil Code or any other applicable Italian laws, as well as any other proceeding defined as “procedura di risanamento” or “procedura concorsuale” under Legislative Decree no. 170 dated 21 May 2004, and (ii) any equivalent or analogous liquidation, insolvency or reorganisation proceedings under the applicable laws, legislation, rules and regulations of any other jurisdiction.

“Italian Insolvency Law” means Royal Decree No. 267 of 16 March 1942.

“Italian Obligor” means an Italian Borrower or an Italian Guarantor.

“Italian Opco” means an Italian newly incorporated Subsidiary of the Parent to which the operating assets and liabilities of the Parent are contributed pursuant to the Italian Reorganisation and in accordance with the Structure Memorandum.

“Italian Qualifying Lender” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Italian Reorganisation” means the series of transactions which consists principally of (i) the contribution of the operating assets of GTECH to Italian Opco, (ii) the assumption of the liabilities related to such assets by Italian Opco and (iii) the contribution of shares in the Italian Opco and certain other Subsidiaries of GTECH by GTECH into Italian Holdco, each in accordance with the steps set out in the Structure Memorandum.

“Italian Treaty Lender” shall have the meaning ascribed thereto in Clause 19.1 (Definitions).

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity in which the Group has a 50 per cent. or a minority interest and which is accordingly not consolidated in the financial statements of that member of the Group as a Subsidiary, it being understood however that in each case the proportion of the Group’s interest in the joint venture entity may be consolidated in the financial statements of the relevant member of the Group on a proportional basis.

“L/C Proportion” means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by such Lender.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial Conditions Precedent) or Clause 31 (Changes to the Obligors).

“Legal Reservations” means any matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 30 (Changes to the Lenders),

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.

“Letter of Credit” means:

(a) a syndicated letter of credit substantially in the form set out in Schedule 10 (Form of Letter of Credit); or

(b) any syndicated letter of credit, syndicated guarantee, syndicated indemnity or other instrument of a similar nature in a form requested by the Borrowers which meets the minimum requirements of Clause 6.6 (Form of Letters of Credit) and agreed by the Agent

and the Issuing Agent (acting on the instructions of all the Lenders under the Revolving Facility pursuant to which it is requested),

in each case issued or deemed issued under this Agreement.

“Letter of Credit Fee” means the fee payable to the Agent (for the account of each Lender participating in the relevant Letter of Credit) in accordance with the provisions set out in Clause 18.6 (Fees payable in respect of Letters of Credit).

“LIBOR” means, in relation to any Loan in any currency other than Euro:

(a) the applicable Screen Rate;

(b) (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(i) no Screen Rate is available for the currency of that Loan; or

(ii) no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Base Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, LIBOR shall be deemed to be zero.

“LMA” means the Loan Market Association.

“Loan” means a Revolving Facility A Loan, a Revolving Facility B Loan or a US Dollar Swingline Loan.

“Majority Lenders” means a Lender or Lenders whose Revolving Facility Commitments aggregate more than 662/3 per cent. of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Facility Commitments immediately prior to that reduction).

“Mandate Letter” means the appointment letter dated 5 September 2014 among GTECH, GTECH Corporation and the Global Coordinators.

“Margin” means:

(a) at any time prior to an Initial Margin Trigger Event, 1.60 per cent. per annum; and

(b) from and including an Initial Margin Trigger Event until the Final Maturity Date for Revolving Facility A and Revolving Facility B, such percentage per annum as is set out below in the column “Applicable Margin” in respect of the Public Debt Rating applicable below:

Public Debt Ratings	Applicable Margin
BBB/Baa2 or higher	1.00	%
BBB-/Baa3	1.40	%
BB+/Ba1	1.80	%
BB/Ba2	2.20	%
BB-/Ba3 or lower	2.75	%

Provided that:

(a) in the event of split Public Debt Ratings, the Applicable Margin shall be the average of the two (2) Applicable Margins;

(b) in the event of withdrawal of a Public Debt Rating, the Applicable Margin shall be such rate which is the average of the applicable rate for the remaining Public Debt Rating and 2.75%; and

(c) in the event of withdrawal of all Public Debt Ratings, the Applicable Margin shall be 2.75% until at least one Public Debt Rating is reinstated;

(d) any increase or decrease in the Margin for a Loan shall take effect on the date which is the first day of the next Interest Period for that Loan following the occurrence of the relevant Margin Rating Event;

(e) any increase or decrease in the Margin for a Loan for the purpose of calculation of the Commitment Fee shall take effect as of the date on which the relevant Margin Rating Event occurs;

(f) in circumstances where there is no Loan outstanding, the Margin for the purposes of calculating any commitment fee shall nevertheless increase or decrease in accordance with the table set out in paragraph (b) above; and

(g) notwithstanding paragraphs (a) through (f) above, when an Event of Default is continuing, the highest rate set out in the table in paragraph (b) above shall apply effective from the date on which the Event of Default occurs,

provided that if at any time after the date hereof three Public Debt Ratings have been issued, then the Public Debt Ratings in the table above and the references to Public Debt Ratings in paragraphs (a) through (c) above shall be interpreted on the basis of the three Public Debt Ratings such that references to “two (2)” shall be to “three (3)”.

“Margin Rating Event” means:

(a) the Initial Margin Trigger Event; and

(b) subsequently, a change of at least one of the two Public Debt Ratings issued by S&P and Xxxxx’x;

“Margin Stock” means “margin stock” as defined in Regulation U.

“Market Disruption Event” has the meaning given to it in Clause 17.2 (Market disruption).

“Material Adverse Effect” means a material adverse effect on:

(a) the ability of the Obligors (taken as a whole) to perform in a timely manner their payment obligations arising under the Finance Documents, the obligations arising under Clause 27 (Financial Covenants) or any other material obligations under any of the Finance Documents;

(b) the business, financial condition, assets or revenues of the Group taken as a whole; or

(c) the legality, validity or enforceability against the Obligors of any Finance Document subject always to the Legal Reservations.

“Material Subsidiary” means a Subsidiary of the Parent whose:

(a) total unconsolidated assets excluding the Excluded Assets are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the total consolidated assets of the Group excluding the Excluded Assets, or

(b) unconsolidated earnings before interest, taxes, depreciation and amortization (calculated on the same basis that EBITDA of the Group is calculated but excluding the Excluded EBITDA Entries are greater than or equal to ten per cent. (10%) (if the Subsidiary of the Parent is not a Guarantor) or five per cent. (5%) (if the Subsidiary is a Guarantor) of the EBITDA of the Group excluding the Excluded EBITDA Entries.

A Material Subsidiary will be determined by reference to the latest balance sheet and income statement (or, if available, audited financial statements) of such Subsidiary and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the balance sheet and income statement (or, if available, audited financial statements) shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by an authorised officer of the Parent as representing an accurate reflection of the revised consolidated assets or EBITDA of the Group if so requested by the Agent).

“Maximum Amount” has the meaning given to it in Clause 24.13 (Guarantee limitations applicable to GTECH as Parent).

“Merger Agreement” means the agreement and plan of merger agreement dated 15 July 2014 and entered into among GTECH, GTECH Corporation (solely with respect to Section 5.02(a) and Article VIII), Holdco, Target Merger Sub and Target relating to the Mergers.

“Merger Capital Reduction” means the initial proposed court-approved reduction of capital of Holdco under the UK Companies Xxx 0000, to be implemented following completion of the Mergers as described in and effected in accordance with, the Structure Memorandum.

“Mergers” means the Holdco Merger and the Target Merger.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period. “Monthly” shall be construed accordingly.

“Xxxxx’x” means Xxxxx’x Investor Services Limited.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, then or at any time during the previous five (5) years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliates.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a) is maintained for employees of any Obligor or any ERISA Affiliate and at least one person (other than the Obligors and the ERISA Affiliates); or

(b) was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“New Lender” has the meaning given to it in Clause 30.1 (Assignment and transfers by the Lenders).

“New York Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in New York City.

“Non-Acceptable Bank” means any bank or financial institution that does not meet the requirements of paragraph (a) or (b) of the definition of “Acceptable Bank”.

“Non-Consenting Lender” has the meaning given to it in paragraph (c) of Clause 42.3 (Replacement of Lender).

“Obligor” means a Borrower or a Guarantor.

“Obligor’s Agent” means the Parent, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause (a) (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Optional Currency” means, as applicable, US Dollars, Euro, Pounds Sterling and any other currency agreed by all Lenders and, in the case of a Letter of Credit, another currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Financial Statements” means:

(a) in relation to the Parent, the audited consolidated financial statements of the Group for the Financial Year ended 31 December 2013; and

(b) in relation to GTECH Corporation, its audited financial statements for its financial year ended 31 December 2013.

“Original Guarantors” has the meaning given to it in the preamble of this Agreement.

“Original Lenders” has the meaning given to it in the preamble to this Agreement.

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Original US Dollar Swingline Lenders” has the meaning given to it in the preamble to this Agreement.

“Overall Facility A Commitment” of a Lender means:

(a) its Revolving Facility A Commitment; or

(b) in the case of a US Dollar Swingline Lender which does not have a Revolving Facility A Commitment, the Revolving Facility A Commitment of a Lender which is its Affiliate.

“PBGC” means the Pension Benefit Guaranty Corporation of United States of America established pursuant to Section 4002 of ERISA (or any successor).

“Paper Form Lender” has the meaning given to it in paragraph (a) of Clause 37.7 (Use of Websites).

“Parent” means GTECH and, following completion of the Holdco Merger, Holdco.

“Pari Passu Indebtedness” has the meaning given to it in Clause 28.23 (Security following Debt Ratings decrease).

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permanent Establishment” means any fixed base of business (xxxxxxx organizzazione) regulated by article 162 of Presidential Decree No. 917 of 22 December 1986, Article 5 of the Organization for Economic Cooperation and Development Model Tax Convention and or any equivalent provision provided for by any relevant legislation.

“Permitted Acquisition” means any and all of the following:

(a) any acquisition which constitutes a Permitted Transaction;

(b) an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

(d) an acquisition of securities or other investments which are Cash Equivalent Investments;

(e) an acquisition in circumstances constituting a Joint Venture or the incorporation of a Joint Venture;

(f) the incorporation or other organization of a person who upon incorporation or other organization becomes a member of the Group (and such incorporation may be by way of subscription for shares in cash or a transfer of assets permitted by this Agreement in lieu of cash); or

(g) an acquisition by way of purchase, merger, consolidation or otherwise, of (A) at least a controlling interest in a person or (B) a business, line of business, division, or other business unit of a person, or an undertaking carried on as a going concern, but only if:

(i) no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(ii) the acquired company, business or undertaking is (A) principally engaged in any part of the Business or is a Holding Company with respect to a company which is principally engaged in any part of the Business or (B) is empowered under its constitutional documents or by-laws to be engaged in any part of the Business; and

either

(A) the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (A) does not exceed in aggregate in any Financial Year of the Parent, ten per cent. (10%) of the consolidated total assets of the Group and (B) does not exceed in aggregate at any time, US$2,250,000,000 (or its equivalent in other currencies) unless and until the Group obtains a Public Debt Rating

upgrade to BBB by S&P and Baa2 by Xxxxx’x, in which case the cap of US$2,250,000,000 (or its equivalent in other currencies) will cease to apply for such time as the Group retains such ratings upgrade;

(B) upon confirmation of the acquisition, each of Xxxxx’x and S&P disclose publicly that the Group has a Public Debt Rating and its indebtedness has, in each case, a credit rating of at least Baa3 and BBB-, respectively;

provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (g) shall be interpreted so as to mean the date on which at least two of the three Public Debt Ratings issued by the Rating Agencies are so upgraded or disclosed.

“Permitted Acquisition Share Issue” means:

(a) an issue of shares constituting a Permitted Transaction;

(b) an issue of shares by one wholly owned Subsidiary of the Parent to its direct Holding Company which is another wholly owned Subsidiary of the Parent or to the Parent (or to another member of the Group which is the shareholder); or

(c) an issue of shares by a Subsidiary of the Parent to the member of the Group which is its direct Holding Company and any minority shareholder in the relevant Subsidiary.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal:

(a) which constitutes a Permitted Transaction;

(b) of trading stock or inventory, supplies, materials, assets or cash made by any member of the Group in the ordinary course of business of the disposing entity;

(c) of any asset by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”), but if:

(i) the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor; and

(ii) the Disposing Company is a Guarantor, the Acquiring Company must be (A) a Borrower, (B) a Guarantor guaranteeing at all times an amount no less than the amount guaranteed by the Disposing Company or (C) a Guarantor guaranteeing an amount less than the amount guaranteed by the Disposing Company provided that the guarantee of such Guarantor (including the Italian Holdco) is limited solely to the extent required to comply with the Agreed Security Principles,

it being understood that (x) if any of the assets being sold, leased, licensed, transferred or otherwise disposed of are at such time subject to Security in favour of the Lenders, then the Agent is reasonably satisfied that the Lenders will continue to benefit from the same or equivalent Security; and (y) an initial disposal of assets by a member of the Group to another member of the Group which initial disposal is made to effect a

subsequent disposal to a member of the Group or to a third party that is not a member of the Group and that is otherwise permitted under the definition of “Permitted Disposal” shall not be considered for the purposes of this paragraph (c) or paragraph (i) below as long as such subsequent disposal is completed within two (2) months following the date of such initial disposal. For the avoidance of doubt, any subsequent disposal to a third party that is not a member of the Group shall be considered for the purposes of paragraph (i) below;

(d) of assets (other than shares), in exchange for other assets substantially comparable or superior as to type, value or quality;

(e) of (i) obsolete, worn out, inefficient or redundant vehicles, plant fixtures, equipment or other property or (ii) leases or subleases of Real Property (including surplus office and parking space);

(f) of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(g) constituted by a licence of intellectual property rights permitted by Clause 28.14 (Intellectual Property);

(h) by a member of the Group of any of its receivables on non-recourse terms where the relevant sale or disposal of such receivables does not constitute Financial Indebtedness for the purposes of the relevant applicable Accounting Principles and; provided that it is on normal commercial terms and in the ordinary course of business; or

(i) of assets for cash where the greater of the fair market value and net consideration receivable (when aggregated with the greater of the fair market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Merger) does not exceed (A) in any Financial Year of the Parent, seven and one-half per cent. (7.5%) of the consolidated total assets of the Group and (B) at any time, the sum of (i) the greater of the fair market value and net consideration receivable for all sales, leases, licenses, transfers and other disposals not allowed under the preceding paragraphs or as a Permitted Merger from the date of this Agreement through to 30 June 2017 and (ii) US$1,125,000,000 (or its equivalent in other currencies),

provided that nothing in this Agreement will be taken to permit the disposal of a Borrower or a Guarantor (whether by Third Party Disposal or otherwise) save in circumstances where (x) prior to the disposal, the relevant Borrower or Guarantor resigns as a Borrower or a Guarantor (or both, as they case may be) in accordance with paragraph (a) of Clause 31.3 (Resignation of an Obligor) and satisfies the conditions set out in, and its resignation is accepted pursuant to, paragraph (b) of Clause 31.3 (Resignation of an Obligor) or (y) the disposal of the relevant Borrower or Guarantor is permitted pursuant to paragraph (c) above.

“Permitted Guarantee” means:

(a) any guarantee or counter-indemnity by a member of the Group which constitutes a Permitted Transaction;

(b) the endorsement of negotiable instruments in the ordinary course of business;

(c) any guarantee guaranteeing performance by a member of the Group in relation to an obligation or liability (other than an obligation or liability in respect of Financial Indebtedness) which arises in the ordinary course of business;

(d) any counter-indemnities for performance or similar bond or letters of credit, or any guarantees, in each case guaranteeing performance by a member of the Group in relation to a liability (other than a liability in respect of Financial Indebtedness, save to the extent arising under the relevant performance or similar bond, letter of credit or guarantee itself) which arises in the ordinary course of business or by operation of law, including by way of example and without limitation, counter-indemnities for guarantees or bonds issued on behalf of any member of the Group in the ordinary course of business in respect of tax claims or otherwise as a result of any legal proceedings brought against any member of the Group, in each case which are being contested in good faith;

(e) any guarantee by a Guarantor of Financial Indebtedness not restricted under Clause 28.12 (Priority Financial Indebtedness), including any guarantee issued pursuant to the terms of this Agreement;

(f) any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (d) of the definition of “Permitted Security”; or

(g) any other guarantee made by any member of the Group so long as the aggregate amount of all such guarantees outstanding does not exceed US$75,000,000 (or its equivalent in other currencies) at any time.

“Permitted Loan” means:

(a) any loan extended or made which constitutes a Permitted Transaction;

(b) any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of business;

(c) any financing extended in connection with the sale of products manufactured by a member of the Group by (i) a member of the Group or (ii) a distributor of products manufactured by a member of the Group to a customer, in each case on normal commercial terms and in the ordinary course of such member’s trade or business;

(d) a loan extended or made by a member of the Group to another member of the Group;

(e) a loan extended or made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans outstanding to employees and directors by members of the Group does not exceed US$15,000,000 (or its equivalent in other currencies) at any time; and

(f) loans extended or made by any member of the Group (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of all such loans outstanding does not exceed US$35,000,000 (or its equivalent in other currencies) at any time.

“Permitted Merger” means:

(a) any solvent amalgamation, merger, consolidation, intra-group demerger, corporate reconstruction, liquidation or reorganisation which constitutes a Permitted Transaction;

(b) any amalgamation, merger or consolidation by and between Obligors on a solvent basis or any intra-group demergers or corporate reconstructions by Obligors on a solvent basis; provided that in the case of a merger between a Borrower and an Obligor which is not a Borrower, such Borrower shall be the surviving entity, obtain all of the rights and assume all of the obligations and liabilities of the other Obligor and confirm all existing Security granted by such other Obligor and such Security is not materially and adversely affected;

(c) any amalgamation, merger or consolidation by and between an Obligor and any member of the Group on a solvent basis which is not an Obligor; provided that either (i) the Obligor is the surviving entity, obtains all of the rights and assumes all of the obligations and liabilities of the other member of the Group and confirms all existing Security granted by such other member of the Group or (ii) the non-Obligor is the surviving entity, incorporated, organised or formed under the laws of the jurisdiction under which the Obligor is incorporated, organized or formed, accedes to this Agreement as a Borrower or a Guarantor, as applicable, obtains all of the rights and assumes all of the obligations and liabilities of the other member of the Group and confirms all existing Security previously granted by such Obligor and such Security is not materially and adversely affected;

(d) any amalgamation, merger or consolidation by and between members of the Group which are not Obligors;

(e) any intra-group de-merger, corporate reconstruction, liquidation or reorganisation of any member of the Group which is not an Obligor; and

(f) the Merger Reduction of Capital.

“Permitted Restricted Payment” means the any of the following:

(a) a Permitted Transaction;

(b) subject to the proviso below, for each Financial Year, Restricted Payments in an aggregate amount up to:

(i) US$400,000,000 for each Financial Year if the Public Debt Ratings are equal to or higher than BB+ and Ba1; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this subparagraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable; and

(ii) US$300,000,000 for each Financial Year if any Public Debt Rating is lower than BB+ or Ba1 or any Public Debt Rating is withdrawn; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this subparagraph (ii) shall be interpreted to mean two of the three Public Debt Ratings issued by the Rating Agencies being lower than BB+ or Ba1 as applicable,

subject in each case to the Parent certifying that the ratio of (x) the sum of Total Net Debt at the last day of most recent Relevant Period for which a Compliance Certificate was due pursuant to Clause 26.2 (Provision and contents of Compliance Certificate) and the amount of the Restricted Payment to (y) EBITDA for such Relevant Period does not exceed (1) ninety per cent (90%) (for all Relevant Periods other than the Relevant Periods set forth in clause (2)) or (2) ninety-five per cent (95%) (for the Relevant Periods ending 31 December 2018, 31 March 2019, 30 June 2019, 30 September 2019 and 31 December 2019) of the ratio of Total Net Debt to EBITDA applicable for such Relevant Period pursuant to Clause 27.2(b) (Financial condition);

(c) for the period starting on 1 January 2016 and ending on the Final Maturity Date and for so long as the Public Debt Ratings are equal to or higher than BB+ and Ba1 (in addition to amounts permitted under paragraphs (a) and (b) above), Share Buy Backs in an aggregate amount up to US$150,000,000; provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (e) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BB+ or Ba1 as applicable;

(d) any Shareholder Payments in the ordinary course of business and on market terms in an aggregate amount up to US$3,000,000 in any Financial Year; and

(e) any Restricted Payments made in connection with share capital of the Parent owned by management of the Group as part of an employee compensation plan, including stock based compensation and management incentive plans.

“Permitted Security” means:

(a) any Security granted pursuant to Clause 28.23(a) (Security following Debt Ratings Decrease);

(b) any Security or Quasi-Security arising as a result of a Permitted Transaction and subject always to Clause 28.23(a) (Security following Debt Ratings Decrease);

(c) any lien arising by operation of law and in the ordinary course of its trading and not as a result of any default or omission on the part of any member of the Group;

(d) Security constituted by any netting or set off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (other than cash collateral) of members of the Group; provided that such arrangement does not (i) permit or require credit balances of Obligors to be netted or set off against debit balances of non-Obligors or (ii) give rise to other Security over the assets of Obligors in support of the liabilities of non-Obligors;

(e) any Security or Quasi-Security over or affecting any assets acquired by a member of the Group after the date of this Agreement if:

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group and is not guaranteed by a member of the Group; and

(iii) the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(f) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

(ii) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii) the Security or Quasi-Security is removed or discharged within three (3) months of the date of acquisition of such asset;

(g) any Security arising under any retention of title, hire purchase or conditional sale arrangement in respect of goods or assets supplied to any member of the Group in the ordinary course of the trading of such Group member and on the supplier’s standard or usual terms in respect of the goods or assets supplied (and not arising as a result of any default or omission by any member of the Group);

(h) any Security or Quasi-Security arising as a result of any disposal which is a Permitted Disposal;

(i) any Security constituted by rights of set off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers (and not as a result of any default or omission by any member of the Group);

(j) any rights of set-off or netting on market standard terms arising under derivative transactions not prohibited by Clause 28.15 (No Speculative Hedging Arrangements);

(k) any Security over cash or goods or documents of title to goods and insurances in favour of the Issuing Agent by a member of the Group arising in the ordinary course of its trade or as a result of Clause 8.6 (Cash cover by a Borrower) (and not by reason of a default or omission by any member of the Group);

(l) any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by any member of the Group in good faith by appropriate proceedings with a reasonable prospect of success and which legal process does not constitute a Default;

(m) any Security arising (other than by way of affirmative action taken by or in favour of any taxation authority or any government authority or organization) in respect of Taxes, assessments or governmental charges which are either (i) being contested by the relevant member of the Group in good faith by appropriate proceedings and with a reasonable prospect of success, with respect to which appropriate reserves have been made on the relevant financial statement of the subject member of the Group, or (ii) not yet due and payable;

(n) any Security arising in connection with, and deposits made to secure, the payment and performance of bids, trade contracts (other than for borrowed money), contracts with respect to the business of the Group, leases, statutory obligations, surety and appeal bonds, performance bonds, indemnity agreements in favour of issuers of bonds and other obligations of a like nature, and rights of usufruct and similar rights to continued use and possession of lottery equipment or other property in favour of lottery customers, in each case incurred in the ordinary course of business; and

(o) any Security not permitted by Clause 28.7 (Negative Pledge) securing Financial Indebtedness incurred in the ordinary course of business of the Group which in aggregate does not at any time exceed US$125,000,000 (or its equivalent in other currencies).

“Permitted Transaction” means:

(a) any transaction set out in the Structure Memorandum, as well as any other transaction which is necessary as a consequence of or ancillary to the implementation of such transactions, including, without limitation, the payment of any Rescission Payments in an aggregate amount which is less than or equal to twenty per cent. (20%) of the aggregate share capital of GTECH;

(b) any loans, bond or other financing contracted or incurred by any member of the Group constituting Pari Passu Indebtedness, including, without limitation, pursuant to the Bridge Facilities, subject, always to Clause 28.25 (MFN to Financial Covenants and Mandatory Prepayments);

(c) Security granted by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to Clause 28.23 (Security following Debt Ratings Decrease); and

(d) any guarantee granted by any member of the Group in favour of the creditors of Pari Passu Indebtedness, subject always to Clause 28.24(c) (Guarantor Threshold Test and Additional Guarantors).

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Platform” has the meaning given to it in Clause 26.7 (Posting on electronic system).

“Principal Shareholders” means Xx Xxxxxxxx S.p.A. (a company incorporated in Italy as a società per azioni), its Subsidiaries or B&D Holding, or any other entity; provided that in each case, it is controlled by one or more of the beneficial holders, provided further that for the purposes of this definition, an entity or B&D Holding shall be treated as being controlled, directly or indirectly, by any such holder(s) if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) have or has (as applicable) the power to (i) appoint or remove all, or the majority, of its directors or other equivalent officers or (ii) direct its operating and financial policies. For the purpose of this definition, “beneficial holder” means each of the beneficial holders that directly or indirectly control B&D Holding as at 4 November 2014 (an “original beneficial holder”) and any spouse, legal or testamentary heir, legal or testamentary executor and legal or testamentary administrator of an original beneficial holder.

“Prohibited Jurisdiction” means:

(a) the United States of America, Hong Kong, Israel and Turkey;

(b) any jurisdiction in which a licence is required to conduct internet gambling activities and in which the Group does not possess the relevant licence; and

(c) each other jurisdiction which the Group reasonably believes, based on advice of reputable and experienced counsel, prohibits, or is reasonably capable of enforcing against any member of the Group prohibitions on, internet gambling.

“Protected Party” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Public Debt Rating” means each solicited long-term credit rating of the Parent issued by a Rating Agency for an issue of debt or debt securities issued or guaranteed by, the Parent, where such rating is based primarily on the unsecured credit risk of the Parent.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding US$10,000,000 at the time the relevant Guarantee or grant of the relevant Security becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Quasi-Security” has the meaning given to it in Clause 28.7 (Negative pledge).

“Quotation Day” means:

(a) the second TARGET Day before the first day of a Revolving Facility for a Loan denominated in Euro; or

(b) the second Business Day before the first day of a Revolving Facility for a Loan denominated in any currency other than Euro.

“Rating Agencies” means Fitch, Xxxxx’x and S&P and “Rating Agency” means any of them.

“Real Property” means:

(a) any freehold, leasehold or immovable property; and

(b) any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

“Recovering Finance Party” has the meaning given to Clause 34.1 (Payments to Finance Parties).

“Regulation T”, “Regulation U” or “Regulation X” means Regulation T, U or X, as the case may be, of the Board of Governors of the Federal Reserve System of the United States, as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” in relation to a trust, fund or other entity (the “first fund”), means another trust, fund or other entity which has the same fund manager or asset manager as is owned by the same person as the first trust, fund or other entity.

“Related Parties” means, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

“Relevant Interbank Market” means, in relation to Euro, the European interbank market and, in relation to any other currency, the London interbank market.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a) its jurisdiction of incorporation; and

(b) any jurisdiction where it conducts its business.

“Relevant Sub-Participant” means any sub-participant who, under Italian law or the application of the Organization for Economic Cooperation and Development’s guidance relating to the meaning of “beneficial ownership” as set out in the Organization for Economic Cooperation and Development’s Model Tax Convention (as amended from time to time), is required to be treated for tax purposes as the beneficial owner of any interest payable under any Finance Document.

“Relevant Tax Jurisdiction” means, in relation to any Obligor, the jurisdiction where it is resident, or deemed to be resident for Tax purposes.

“Renewal Request” means a written notice delivered to the Agent in accordance with Clause 6.8 (Renewal of a Letter of Credit).

“Repeating Representations” means the representations in Clauses 25.2 (Status) to 25.7 (Governing Law and enforcement) (inclusive), Clause 25.10 (No Default), Clause 25.11 (No Misleading information), Clause 25.13 (No proceedings pending or threatened), Clause 25.16 (US Government Regulations), Clause 25.17 (ERISA), Clause 25.20 (US Anti-Terrorism Laws), Clause 25.21 (US Margin Regulations), Clause 25.22 (Sanctions, Anti-Corruption and other laws), and Clause 25.23 (Gaming).

“Replacement Lender” has the meaning given to it in Clause 42.3(c) (Replacement of Lender);

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Rescission Payments” mean any payments which GTECH is required to make to its shareholders in connection with the exercise of the right of rescission (recesso) by its shareholders in the context of the Holdco Merger.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Restricted Payment” means a Distribution, a Share Buy Back or a Shareholder Payment.

“Retiring Guarantor” has the meaning given to it in Clause 24.9 (Release of Guarantors’ right of contribution).

“Revolving Facility” means Revolving Facility A or Revolving Facility B.

“Revolving Facility A” means the revolving credit facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

“Revolving Facility B” means the revolving credit facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

“Revolving Facility A Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Revolving Facility A Commitment” in Part II (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Revolving Facility A Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in the Base Currency of any Revolving Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Revolving Facility A Loan” means a loan made or to be made under Revolving Facility A or the principal amount outstanding for the time being of that loan.

“Revolving Facility B Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Revolving Facility B Commitment” in Part IIA or Part IIB (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any Revolving Facility B Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in the Base Currency of any Revolving Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Revolving Facility B Loan” means a loan made or to be made under Revolving Facility B or the principal amount outstanding for the time being of that loan.

“Revolving Facility Commitment” means a Revolving Facility A Commitment or a Revolving Facility B Commitment;

“Revolving Facility Loan” means a Revolving Facility A Loan or a Revolving Facility B Loan.

“Rollover Loan” means one or more Loans:

(a) made or to be made on the same day that:

(i) a maturing Loan is due to be repaid; or

(ii) a demand by the Agent pursuant to a drawing in respect of a Letter of Credit is due to be met;

(b) the aggregate amount of which is equal to or less than the maturing Loan or the relevant claim in respect of that Letter of Credit;

(c) in the same currency as the maturing Loan (unless Clause 10.2 (Unavailability of a currency) applies) or the relevant claim in respect of that Letter of Credit; and

(d) made or to be made to the same Borrower for the purpose of:

(i) refinancing that maturing Loan; or

(ii) satisfying the obligations of the relevant Borrower to pay the amount of a claim under the Letter of Credit to the Agent for the Issuing Agent (as agent for each of the Lenders).

“S&P” means Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority.

“Sanctions Authority” means (i) the US government; (ii) the European Union; (iii) the United Kingdom; (v) the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the US Department of State and Her Majesty’s Treasury; or (vi) the United Nations Security Council.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, North Sudan, South Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any person listed in any Sanctions-related list of designated persons maintained by a Sanctions Authority, (b) any person operating, organized or resident in a Sanctioned Country or (c) any person owned or controlled by any such person or persons.

“Screen Rate” means:

(a) in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate); and

(b) in relation to EURIBOR, the euro interbank offered rate administered by the Banking Federation of the European Union (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate),

or in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Parent.

“Security” means a mortgage, charge, lien, encumbrance, pledge or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Self-Declaration Form” means the self-declaration form substantially in the form set out in Schedule 16 (Self Declaration Form) of this Agreement.

“Security Documents” has the meaning given to that term in Clause 28.23 (Security following Date Ratings Decrease).

“Separate Loan” has the meaning given to that term in Clause 9 (Repayment).

“Share Buy Back” means the redemption, repurchase, defeasement, retirement or repayment of any of the Parent’s share capital (including under any transaction pursuant to which shares issued to a third party are taken back into treasury) or the resolving to do so.

“Shareholder Payment” means the payment of any management, advisory or other fee to or to the order of any of the shareholders of the Parent.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that:

(a) is maintained for employees of any Obligor or any ERISA Affiliate and no person other than the Obligors and the ERISA Affiliates; or

(b) was so maintained and in respect of which any Obligor or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Special Notice Currency” means, at any time, an Optional Currency other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Lender” means any Lender that notifies the relevant Borrower and the Agent that it is a Specified Lender.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables — Loans — Notices to the Agent).

“Structure Memorandum” means the “Project Cleopatra Structure Memorandum”, together with the annexes, dated 31 October 2014, as may be updated from time to time to reflect the implementation of the Transactions subject to the provisions of Clause 28.26 (Structure Memorandum).

“Subrogation Rights” has the meaning given to it in paragraph (a)(ii) of Clause 24.8 (Deferral of Guarantor’s rights).

“Subsidiary” means, in relation to any company, corporation or other legal entity (a “holding company”), a company, corporation or other legal entity:

(a) which is controlled, directly or indirectly, by the holding company;

(b) more than half the issued share capital of which is beneficially owned directly or indirectly by the holding company;

(d) whose financial statements are in accordance with applicable law and generally accepted accounting principles applicable to the Parent consolidated with those of that company or corporation.

For the purposes of this definition, a company or corporation shall be treated as being controlled by another entity if the latter (whether by way of ownership of shares, proxy, contract, agency or otherwise) has the power to (a) appoint or remove all, or the majority, of its directors or other equivalent officers or (b) direct its operating and financial policies.

“Super Majority Lenders” means a Lender or Lenders whose Revolving Facility Commitments aggregate more than eighty five per cent. (85%) of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than eighty five per cent. (85%) of the Total Facility Commitments immediately prior to that reduction).

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Agent’s Fee Letter” means the fee letter dated on or about the date of this Agreement between the Swingline Agent and the Borrowers.

“Target” means International Game Technology, a corporation organised under the laws of Nevada.

“Target Accession Date” means such date on which, following the completion of the Mergers, Target accedes to this Agreement as an Additional Borrower pursuant to Clause 31.2 (Additional Obligors).

“Target Merger” means the series of transactions which consist principally of the merger of Target Merger Sub with and into Target, in accordance with the steps set out in the Structure Memorandum.

“Target Merger Sub” means Georgia Worldwide Corporation, a corporation organized under the laws of Nevada and a wholly owned Subsidiary of Holdco.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payment in Euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Tax Deduction” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Tax Payment” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Term” means each period determined under this Agreement for which the Issuing Agent (as agent for each of the Lenders) or any Lender is under a liability under a Letter of Credit.

“Terminated Lender” has the meaning given to it in paragraph (d) of Clause 12.6 (Right of cancellation and repayment in relation to a single Lender or the Issuing Agent).

“Third Parties Act” has the meaning given to it in Clause 1.3 (Third Party Rights).

“Third Party Disposal” means the disposal of an Obligor to a person which is not a member of the Group (and the Borrowers have confirmed this is the case) where that disposal is permitted under Clause 28.8 (Disposals) or made with the approval of the Majority Lenders.

“Total Facility Commitments” means the aggregate of the Revolving Facility Commitments, being US$1,800,000,000 and €1,050,000,000 at the date of this Agreement.

“Total Net Debt” has the meaning given to it in Clause 27.1 (Financial definitions).

“Total Net Interest Costs” has the meaning given to it in Clause 27.1 (Financial definitions).

“Total US Dollar Swingline Commitments” means the aggregate of the US Dollar Swingline Commitments, being US$100,000,000 at the date of this Agreement.

“Transactions” means the Italian Reorganisation and the Mergers.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrowers.

“Transfer Date” means, in relation to any assignment or transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuations in any rate or price including, for the avoidance of doubt, foreign exchange transactions; provided, however, that, with respect to any Guarantor, all obligations under Hedging Documents guaranteed by such Guarantor shall exclude all Excluded Swap Obligations.

“Treaty Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Borrower” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Non-Bank Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Treaty Lender” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“UK Treaty State” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“United States Person” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” and “United States” means the United States of America, its territories and possessions.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States.

“US Bankruptcy Law” means the United States Bankruptcy Code (Title 11 of the United States Code), any other United States federal or state bankruptcy, insolvency or similar law.

“US Borrower” has the meaning ascribed thereto in Clause 19.1 (Definitions).

“US Dollars” or “US$” means the lawful currency for the time being of the United States of America.

“US Dollar Swingline Commitment” means:

(a) in relation to an Original US Dollar Swingline Lender, the amount in US Dollars set opposite its name under the heading “US Dollar Swingline Commitment” in Part IIB of Schedule 1 (The Original Parties) and the amount of any other US Dollar Swingline Commitment transferred to it under this Agreement; and

(b) in relation to any other US Dollar Swingline Lender, the amount of any US Dollar Swingline Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“US Dollar Swingline Facility” means the US Dollar swingline loan facility made available under this Agreement as described in Clause 11 (US Dollar Swingline Facility).

“US Dollar Swingline Lender” means:

(a) an Original US Dollar Swingline Lender; or

(b) any other person that becomes a US Dollar Swingline Lender after the date of this Agreement in accordance with Clause 30 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“US Dollar Swingline Loan” means a loan made or to be made under the US Dollar Swingline Facility or the principal amount outstanding for the time being of that loan.

“US Guarantor” means a Guarantor that is organized, incorporated or formed under the laws of the United States or any State thereof (including the District of Columbia).

“US Obligor” means a US Borrower or a US Guarantor.

“US Solvent” means, with respect to any person on a particular date, that on such date:

(a) the fair value of the property of such person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including contingent liabilities, of such person and its Subsidiaries on a consolidated basis;

(b) the present fair saleable value of the assets of such person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the liability of such person and its Subsidiaries on a consolidated basis on their debts as they become absolute and matured;

(c) such person and its Subsidiaries on a consolidated basis do not intend to, and do not believe that they will, incur debts or liabilities beyond the ability of such person and its Subsidiaries on a consolidated basis to pay such debts and liabilities as they mature; and

(d) such person and its Subsidiaries on a consolidated basis are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the property of such person and its Subsidiaries on a consolidated basis would constitute an unreasonably small capital.

The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

For purposes of the foregoing, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“US Tax Obligor” means:

(a) a Borrower which is resident for tax purposes in the US; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“Utilisation” means a Loan or a Letter of Credit (including a renewal of a Letter of Credit).

“Utilisation Date” means the date on which a Utilisation is made.

“Utilisation Request” means a notice substantially in the relevant form set out in Parts IA, IB or IC of Schedule 3 (Requests).

“VAT” means:

(a) any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Xxx 0000 and supplemental legislation and regulations and, in relation to Italy, value add tax imposed

by Presidential Decree No. 633 of 26 October 1972 and Legislative Decree No. 331 of 30 August 1993 and supplemental legislation and regulations); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or elsewhere.

“Website Lenders” has the meaning given to it in Clause 37.7 (Use of websites).

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) the “Agent”, any “Arranging Party”, any “Borrower”, any “Finance Party”, any “Guarantor”, and “Hedging Bank”, the “Issuing Agent”, any “Lender”, any “Obligor”, any “Party”, any “Swingline Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) a document in “agreed form” is a document which is on terms previously agreed in writing by or on behalf of the relevant Obligors and the Agent or, if not so agreed, is in the form agreed by or on behalf of the relevant Obligors and the Agent;

(iii) “assets” includes present and future properties, revenues and rights of every description (including, without limitation shares and receivables);

(iv) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v) “guarantee” means (other than in Clause 24 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi) the words “including” and “in particular” shall be construed as illustrative and not as limiting the generality of any preceding words;

(vii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii) an “Interest Period” includes each period determined under this Agreement by reference to which interest on a US Dollar Swingline Loan is calculated;

(ix) a “Lender” includes a US Dollar Swingline Lender unless the context otherwise requires;

(x) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(xi) “prepay” shall have the meaning given to it in Clause 6.1 (General);

(xii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation as well as guidelines or rules of conduct adopted by any member of the Group under applicable laws (including but not limited to “Modelli di organizzazione e gestione” and the “Codici Etici” provided for under Legislative Decree no. 231 dated June 8, 2001 of Italy);

(xiii) “repay” shall have the meaning given to it in Clause 6.1 (General);

(xiv) a Borrower providing “cash cover” for a Letter of Credit means that Borrower paying an amount in the currency of the Letter of Credit to an interest-bearing account located in London or New York in the name of the relevant Borrower over which security has been granted for the benefit of the relevant Issuing Agent and the following conditions are met:

(A) the account is with the Agent or an Affiliate (if the cash cover is to be provided for all the Lenders) or the Issuing Agent or an Affiliate; and

(B) subject to paragraph (b) of Clause 8.6 (Cash Cover by Borrower) withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit until no amount is or may be outstanding under that Letter of Credit; and

(C) the relevant Borrower has executed a security document, in form and substance satisfactory to the Agent or the Finance Party with which the account is held, creating a first ranking security interest over that account; and

unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at any such time, provided however, that with respect to any Letter of Credit that, by its terms, or the terms of any issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time;

(xv) the furtherance of any transaction that is not restricted under the terms of this Agreement shall, for the avoidance of doubt, be considered to fall within the general corporate purposes of the Group;

(xvi) a provision of law or regulation or an accounting standard is a reference to that provision or accounting standard as amended, replaced or re-enacted from time to time under applicable law or regulation;

(xvii) any reference to any consent to be given by any Finance Party shall be deemed to be given only to the extent the same is given in writing; and

(xviii) a time of day is a reference to London time unless otherwise stated.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default or an Event of Default is “continuing” if it has not been remedied or waived.

1.3 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2. THE FACILITIES

2.1 The Facilities

(a) Subject to the terms of this Agreement, the Lenders make available:

(i) to GTECH Corporation and, (A) within ten (10) Business Days following completion of the Holdco Merger, and upon accession in accordance with Clause 31.2 (Additional Obligors), Holdco, and (B) within ten (10) Business Days following completion of the Target Merger and upon accession in accordance with Clause 31.2 (Additional Obligors), Target, a multicurrency revolving credit facility in an aggregate amount equal to the Revolving Facility A Commitments, being US$1,800,000,000 at the date of this Agreement; and

(ii) to GTECH and, (A) within ten (10) Business Days following completion of the Italian Reorganisation and upon accession in accordance with Clause 31.2 (Additional Obligors), Italian Holdco, and (B) within ten (10) Business Days following completion of the Holdco Merger, and upon accession in accordance with Clause 31.2 (Additional Obligors), Holdco, a multicurrency revolving credit facility in an aggregate amount equal to the Revolving Facility B Commitments, being €1,050,000,000 at the date of this Agreement.

2.2 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.3 Obligors’ Agent

(a) Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter irrevocably appoints the Parent to act on its behalf as the Obligors’ Agent in relation to the Finance Documents and irrevocably authorises:

(i) the Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Obligors’ Agent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

2.4 Lender Affiliates and Facility Office

(a) In respect of a Utilisation or Utilisations to a particular Borrower (“Designated Loans”) a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the Parent):

(i) a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or

(ii) nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”).

(b) A notice to nominate a Substitute Affiliate Lender must be delivered in the form set out in Schedule 15 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender.

(c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Revolving Facility Commitments of the Designating Lender will not be treated as reduced by the designation of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

(d) Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

(e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Parent; provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

(f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 2.4:

(i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 19.2(d)(i) (Tax gross-up) as having become a Lender on the date of this Agreement; and

(ii) the provisions of Clause 30.2(e) (Conditions of Assignment or Transfer) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender.

3. PURPOSE

3.1 Purpose

Each Borrower shall apply all amounts borrowed by it under the Facilities towards the general corporate purposes of the Group including, without limitation, the refinancing of Existing Indebtedness.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

(a) Subject to paragraph (b) below, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) which documents, shall be in form and substance satisfactory to the Agent. The Agent shall notify each Borrower, the Parent and the Lenders promptly upon being so satisfied.

(b) Without prejudice to paragraph (a) above, Xxxxx Fargo Bank, NA will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation the Target Accession Date has occurred.

(c) For the avoidance of doubt, save for the purposes of Clause 42.2 (Exceptions) and for the definition of “Original Lenders”, Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Agreement after the Target Accession Date has occurred and shall not have any liability in respect of any Utilisations requested prior to the Target Accession Date or any claims under any indemnity or loss sharing provisions under this Agreement in each case in relation to any Utilisations requested or made prior to the Target Accession Date.

4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation), if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan, and in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

(b) the Repeating Representations to be made by each Obligor are true in all material respects.

4.3 Conditions relating to Optional Currencies

(a) A currency will constitute an Optional Currency in relation to a Revolving Facility A Utilisation if it is in Euro, Pounds Sterling or another currency agreed to by all Lenders.

(b) A currency will constitute an Optional Currency in relation to a Revolving Facility B Utilisation if it is in US$, Pounds Sterling or another currency agreed to by all Lenders.

(c) A currency will constitute an Optional Currency in relation to a Letter of Credit Utilisation if with respect to a Letter of Credit issued under Facility A, it is in Euro or Pounds Sterling, or, with respect to a Letter of Credit issued under Facility B, it is in US Dollars or Pounds Sterling, or in either case it has been approved by the Issuing Agent

(acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.

(d) If the Issuing Agent has received a written request from a Borrower for a currency to be approved under paragraph (c) above, the Agent will confirm to such Borrower by the Specified Time:

(i) whether or not the Lenders have granted their approval; and

(ii) if approval has been granted, the minimum amount for any subsequent Utilisation in that currency.

4.4 Maximum number of Utilisations

(a) A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 26 or more Revolving Facility A Utilisations or 26 or more Revolving Facility B Utilisations would be outstanding.

(b) Any Loan made by a single Lender under Clause 10.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

4.5 Conditions precedent to the signing date

Each Party acknowledges that it has received, on or prior to the signing date of this Agreement, notification from the Agent whereby the Agent confirms that it has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions Precedent) and that such documents and other evidence are in form and substance satisfactory to it.

5. UTILISATION — REVOLVING FACILITY LOANS

5.1 Delivery of a Utilisation Request

The Borrowers may utilise a Revolving Facility by delivery to the Agent of a duly completed Utilisation Request, in each case not later than at the times specified below.

5.2 Completion of a Utilisation Request for Revolving Facility Loans

(a) Each Utilisation Request for a Revolving Facility A Loan shall be made upon a Borrower’s notice to the Agent. Each such notice must be received by the Agent no later than 9:00 a.m. (New York time) three (3) Business Days prior to the requested date of any borrowing of Revolving Facility A Loans denominated in the Base Currency.

(b) Each Utilisation Request for a Revolving Facility B Loan shall be made upon a Borrower’s notice to the Agent. Each such notice must be received by the Agent no later than 11:00 a.m. (London time) three (3) Business Days prior to the requested date of any borrowing of Revolving Facility B Loans denominated in the Base Currency.

(c) Each Utilisation Request for a Revolving Facility Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Facility to be utilised;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iv) the proposed Interest Period complies with Clause 16 (Interest Periods); and

(v) only one Utilisation may be requested in a Utilisation Request.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be in relation to the Facilities, the Base Currency or an Optional Currency.

(b) The amount of the proposed Utilisation is:

(i) with respect to Revolving Facility A, if the currency selected is the Base Currency, a minimum of US$5,000,000 or, if the currency selected is an Optional Currency, the applicable equivalent of US$5,000,000 in the relevant Optional Currency, or, in either case, if less, the Available Revolving Facility; or

(ii) with respect to Revolving Facility B, if the currency selected is the Base Currency, a minimum of €5,000,000 or, if the currency selected is an Optional Currency, the applicable equivalent of €5,000,000 in the relevant Optional Currency, or, in either case, if less, the Available Revolving Facility.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Revolving Facility Loan available by the Utilisation Date through its Facility Office not later than:

(i) 1:00 p.m. (London time) on the Utilisation Date for Revolving Facility Loans denominated in the Base Currency or an Optional Currency other than Dollars; or

(ii) 1:00 p.m. (New York time) on the Utilisation Date for Revolving Facility Loans denominated in Dollars.

(b) The amount of each Lender’s participation in each Revolving Facility Loan will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to making the Revolving Facility Loan.

(c) The Agent shall determine the Base Currency Amount of each Revolving Facility Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Revolving Facility Loan and the amount of its participation in that Loan by the Specified Time.

6. UTILISATION — LETTERS OF CREDIT

6.1 General

(a) Any reference in this Agreement to:

(i) the Interest Period of a Letter of Credit will be construed as a reference to the Term of that Letter of Credit;

(ii) an amount borrowed includes any amount utilised by way of Letter of Credit;

(iii) a Utilisation made by or to be made to a Borrower includes a Letter of Credit issued (or renewed) on its behalf;

(iv) a Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit;

(v) amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit;

(vi) an outstanding amount of a Letter of Credit means at any time, unless otherwise specified herein, the US Dollar amount for Revolving Facility A and Euro amount for Revolving Facility B (or the equivalent amount thereof in US Dollars or Euro as determined by the Agent or the Issuing Agent for Revolving Facility A and Revolving Facility B, respectively, as the case may be, at such time on the basis of the Agent’s Spot Rate of Exchange for the purchase of US Dollars or Euro for Revolving Facility A and Revolving Facility B, respectively with such Optional Currency) the greater of the maximum amount that is or may be payable by the relevant Borrower, the Issuing Agent or the relevant Lenders, as the case may be under or in connection with that Letter of Credit at that time; provided that for the purposes of this calculation with respect to any Letter of Credit that, by its terms or the terms of any documents related thereto, provides for one or more automatic increases in the stated amount thereof, the notional amount of such Letter of Credit itself shall be deemed to be such US Dollars or Euro equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time;

(vii) “L/C Participation Amount” means, in relation to a Lender in respect of any Letter of Credit, the commitment of that Lender to the beneficiary under that Letter of Credit as defined in the relevant Letter of Credit.

(viii) “L/C Proportion” means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by such Lender.

(ix) “L/C Schedule” means a schedule or appendix to a Letter of Credit detailing the Lenders’ L/C Participation Amounts and Participation Percentages under that Letter of Credit as may be adjusted from time to time in accordance with Clause 6.9 (Adjusted Letter of Credit Schedule).

(x) “Loss Share Date” means, at any time after any amount has become payable to the beneficiary under a Letter of Credit, any date on which any amount due and owing to a Lender in respect of a claim under a Letter of Credit in relation to that payment has not been repaid or discharged.

(xi) “Loss Share Proportion” means, in respect of a Lender and a Loss Share Date, the aggregate of its L/C Participation Amounts under all outstanding Letters of Credit as a proportion of the aggregate of the L/C Participation Amounts of all Lenders under all outstanding Letters of Credit.

(xii) a Borrower “repaying” or “prepaying” a Letter of Credit means:

(A) that Borrower providing cash cover for that Letter of Credit;

(B) the maximum amount payable under the Letter of Credit being reduced in accordance with its terms; or

(C) the Issuing Agent being satisfied that neither it (acting as agent for each of the Lenders) nor any Lender has any further liability under that Letter of Credit,

and the amount by which a Letter of Credit is repaid or prepaid under sub-paragraphs (xii)(A) and (xii)(B)above is the amount of the relevant cash cover or reduction.

(b) Clause 5 (Utilisation — Loans) does not apply to a Utilisation by way of Letter of Credit.

(c) In determining the amount of the Available Revolving Facility and a Lender’s L/C Proportion with respect to either Revolving Facility of a proposed Letter of Credit for the purposes of this Agreement the Available Revolving Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Letters of Credit and adjusting to reflect any assignment or transfer under this Agreement to or by the relevant Lender.

6.2 Guarantee Sub-limit

Each Revolving Facility may be utilised by way of Letters of Credit up to an aggregate maximum amount equal to the relevant Guarantee Sub-limit.

6.3 Delivery of a Utilisation Request for Letters of Credit

A Borrower may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation Request substantially in the form of Part IB of Schedule 3 (Utilisation Request - Letters of Credit) not later than the Specified Time.

6.4 Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit under either Revolving Facility is irrevocable and will not be regarded as having been duly completed unless:

(a) it specifies that it is for a Letter of Credit;

(b) it specifies the Revolving Facility to be utilised;

(d) the currency and amount of the Letter of Credit comply with Clause 6.5 (Currency and amount);

(e) the form of Letter of Credit is attached;

(f) the Expiry Date of the Letter of Credit falls on or before the date which is three hundred and sixty five (365) days after the Utilisation Date and in any event on or prior to the Final Maturity Date, which shall include Letters of Credit which are by their terms automatically renewable subject to Clause 6.8 (Renewal of a Letter of Credit);

(g) the identity of the beneficiary is specified and such beneficiary is:

(i) a beneficiary approved for this purpose by the Issuing Agent (acting on the instructions of all the Lenders under the Revolving Facility to be utilised, in turn acting reasonably); and

(ii) incorporated in a country or otherwise exists under the laws of a country in respect of which there is no policy, law or regulation applicable to the Issuing Agent or any Lender which would restrict the Issuing Agent or any Lender from entering into and performing the transactions contemplated by the Letter of Credit;

(h) the delivery instructions for the Letter of Credit are specified; and

(i) such other matters as the Issuing Agent may require (acting reasonably) are included.

In the case of a request for an amendment of any outstanding Letter of Credit, such Utilisation Request shall specify (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); and (iii) the nature of the proposed amendment.

6.5 Currency and amount

(a) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b) The amount of the proposed Letter of Credit must be an amount that is not more than the Available Revolving Facility and which:

(i) if the currency selected is US Dollars, is a minimum of US$50,000 for Revolving Facility A or, if less, the Available Revolving Facility A; or

(ii) if the currency selected is Euro, is a minimum of €50,000 for Revolving Facility B or, if less, the Available Revolving Facility B; or

(iii) if the currency selected is an Optional Currency other than US Dollars or Euro, is the minimum amount (and if required, integral multiple) specified by the Agent pursuant to paragraph (d)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Revolving Facility,

or such other amount as the Agent may agree.

(c) The amount of a proposed Letter of Credit issued under Revolving Facility A must be an amount the Base Currency Amount of which is not more than the Available Revolving Facility for Facility A and which when aggregated with the Base Currency Amount of all other Letters of Credit then in issue under Revolving Facility A does not exceed the Guarantee Sub-limit.

(d) The amount of a proposed Letter of Credit issued under Revolving Facility B must be an amount the Base Currency Amount of which is not more than the Available Revolving Facility for Facility B and when aggregated with the Base Currency Amount of all other Letters of Credit then in issue under Revolving Facility B does not exceed the Guarantee Sub-limit.

6.6 Form of Letters of Credit

(a) Letters of Credit may be in any form requested by a Borrower and agreed by the Issuing Agent from time to time; provided that if the form does not comply in substance with the minimum requirements set out in the following provisions of this Clause 6.6 then the form shall require the prior approval of all Lenders under the relevant Revolving Facility to be utilised.

(b) The form of Letters of Credit must comply with the following minimum requirements:

(i) it must specify the names, addresses and commitments of the Lenders and clearly state that it is issued and the relevant undertakings are given by the Lenders though the Letter of Credit may be signed or provided by the Issuing Agent as agent for the Lenders;

(ii) it must specify the name of the applicant and the beneficiary, the maximum amount, the provisions for the delivery of demands and the Expiry Date;

(iii) it must expressly provide that the obligations of the Lenders under the Letter of Credit are several, not joint, and no Lender shall be required to pay an amount exceeding its respective commitment set out in the Letter of Credit;

(iv) it must expressly provide that the Issuing Agent signs the Letter of Credit as agent for the Lenders only and accordingly shall be under no obligation to the beneficiary thereunder; and

(v) it must contain satisfactory provisions for expiry and release of the Lenders’ obligations under the Letter of Credit and, where appropriate, for return of the original instrument to the Issuing Agent.

6.7 Issue of Letters of Credit

(a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2), the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) shall issue the Letter of Credit on the Utilisation Date.

(b) The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

(i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;

(ii) the Repeating Representations to be made by each Obligor are true in all material respects.

(c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit.

(d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit.

(e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

(f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires).

(g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

6.8 Renewal of a Letter of Credit

(a) A Borrower may request any Letter of Credit issued on its behalf be renewed by delivery to the Agent of a Renewal Request by the Specified Time, and with respect to any Letter of Credit which is by its terms deemed to be automatically extended, such Letter of Credit shall be so renewed subject to the terms thereof.

(b) The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in paragraphs (e) and (h) of Clause 6.4 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

(c) The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

(i) its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and

(ii) its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

(d) Subject to paragraph (e) below, if the conditions set out in this Agreement have been met, the Issuing Agent shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

(e) The Issuing Agent and the Lenders under the Revolving Facility to be utilised will be under no obligation to renew a Letter of Credit if they consider, acting reasonably, that the conditions or the process for renewal involve a risk of double exposure at any given time, in which case the Issuing Agent may require comfort (including in the form of the provision of cash cover, counter-indemnities or return of the original instrument to the Issuing Agent) as a condition precedent to granting such renewal.

6.9 Adjusted Letter of Credit Schedule

(a) The Issuing Agent is authorised and is instructed to deliver to the beneficiary an adjusted L/C Schedule for any Letter of Credit to reflect the obligations of a Lender in relation to an issued Letter of Credit including after any transfer or assignment under Clause 30 (Changes to the Lenders).

(b) Any adjusted L/C Schedule provided to the beneficiary under paragraph (a) above shall be effective; provided that:

(i) the aggregate L/C Participation Amounts are no less than the aggregate L/C Participation Amounts under the L/C Schedule which it replaces;

(ii) no Lender’s exposure increases under any adjusted L/C Schedule unless such increase is in connection with an increase in its Revolving Facility Commitment (and Participation Amount) following an assignment or transfer under Clause 30 (Changes to the Lenders); and

(iii) the adjusted L/C Schedule is dated and includes the reference number of the Letter of Credit to which it applies.

6.10 Revaluation of Letters of Credit

(a) If any Letter of Credit is denominated in an Optional Currency, the Agent shall, at the end of each Financial Quarter, or on any other date as determined by the Issuing Agent, recalculate the Base Currency Amount of that Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

(b) If, following any calculation of a Base Currency Amount under paragraph (a) above, the Revolving Facility Utilisations which are Letters of Credit exceed one hundred and two per cent. (102%) of the relevant Guarantee Sub-limit the Borrowers shall ensure that, by the last day of the shortest Interest Period currently applicable to any Loan following such adjustment to the Base Currency Amount, sufficient Letters of Credit are prepaid (by way of the provision of cash cover, such cash cover to be credited to the Cash Collateral Account, or reduction in the face-value amounts of Letters of Credit) so that the Base Currency Amount of the Revolving Facility Utilisations which are Letters of Credit under the affected Revolving Facility does not exceed one hundred per cent. (100%) of the relevant Guarantee Sub-limit.

7. UTILISATION - US DOLLAR SWINGLINE LOANS

7.1 General

(a) Clause 4.2 (Further conditions precedent) and Clause 4.34.3 (Conditions relating to Optional Currencies);

(b) Clause 5 (Utilisation — Revolving Facility Loans);

(d) Clause 15 (Interest) as it applies to the calculation of interest on a Loan but not default interest on an overdue amount;

(e) Clause 16 (Interest Periods); and

(f) Clause 17 (Changes to the calculation of interest),

do not apply to US Dollar Swingline Loans.

7.2 Delivery of a Utilisation Request for US Dollar Swingline Loans

(a) A Borrower may utilise the US Dollar Swingline Facility by delivery to the Agent and the Swingline Agent of a duly completed Utilisation Request not later than the Specified Time.

(b) Each Utilisation Request for a US Dollar Swingline Loan must be sent to the Agent and the Swingline Agent to the address, fax number or, electronic mail address or other destination notified by the Agent and the Swingline Agent for this purpose with a copy to its address, fax number or electronic mail address or such other destination referred to in Clause 37 (Notices).

7.3 Completion of a Utilisation Request for US Dollar Swingline Loans

(a) Each Utilisation Request for a US Dollar Swingline Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Borrower;

(ii) it specifies that it is for a US Dollar Swingline Loan;

(iii) the proposed Utilisation Date is a New York Business Day within the Availability Period applicable to Revolving Facility A;

(iv) the US Dollar Swingline Loan is denominated in US Dollars;

(v) the amount of the proposed US Dollar Swingline Loan is not more than the Available US Dollar Swingline Facility and is a minimum of US$5,000,000 or, if less, the Available US Dollar Swingline Facility; and

(vi) the proposed Interest Period:

(A) does not extend beyond the Final Maturity Date applicable to Revolving Facility A;

(B) is a period of not more than five (5) New York Business Days; and

(b) Only one US Dollar Swingline Loan may be requested in each Utilisation Request.

7.4 US Dollar Swingline Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each US Dollar Swingline Lender shall make its participation in each US Dollar Swingline Loan available to the Swingline Agent through its Facility Office.

(b) The US Dollar Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) no Default is continuing or would result from the proposed Utilisation; and

(ii) the Repeating Representations to be made by each Obligor are true in all material respects.

(c) The amount of each US Dollar Swingline Lender’s participation in each US Dollar Swingline Loan will be equal to the proportion borne by its Available US Dollar Swingline Commitment to the Available US Dollar Swingline Facility immediately prior to making the US Dollar Swingline Loan, adjusted to take account of any limit applying under Clause 7.5 (Relationship with Revolving Facility A).

(d) The Swingline Agent shall notify the Agent and each US Dollar Swingline Lender of the amount of each US Dollar Swingline Loan and its participation in that US Dollar Swingline Loan by the Specified Time.

(e) For the avoidance of doubt, nothing in this Agreement shall oblige the Swingline Agent to make a US Dollar Swingline Loan available to a Borrower on behalf of any US Dollar Swingline Lender that has failed to make its participation in such US Dollar Swingline Loan available to the Swingline Agent in accordance with this Clause 7.4.

(f) The Swingline Agent shall inform the US Dollar Swingline Lenders and the Agent from time to time regarding the balance of the unutilised US Dollar Swingline Commitments and each US Dollar Swingline Lender shall provide the Swingline Agent and the Agent, upon its reasonable request, with confirmation of the amount of outstanding US Dollar Swingline Loans advanced by it at such time.

7.5 Relationship with Revolving Facility A

(a) This Clause 7.5 applies when a US Dollar Swingline Loan is outstanding or is to be borrowed.

(b) Revolving Facility A may be used by way of US Dollar Swingline Loans. The US Dollar Swingline Facility is not independent of Revolving Facility A.

(c) Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Revolving Facility A Loan or a US Dollar Swingline Loan to the extent that it would not result in the Base Currency Amount of its participation and that of a Lender which is its

Affiliate in the Revolving Facility A Loans and US Dollar Swingline Loans exceeding its Overall Facility A Commitment.

(d) Where, but for the operation of paragraph (c) above, a Lender’s participation and that of a Lender which is its Affiliate in the Revolving Facility A Loans and US Dollar Swingline Loans would have exceeded its Overall Facility A Commitment, the excess will be apportioned among the other Lenders required under this Agreement to make available a participation in the relevant Loan pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until participations in the relevant Loan are apportioned among the relevant Lenders in a manner consistent with paragraph (c) above.

(e) Nothing in this Clause 7.5 shall be construed so as to require a Lender that is not a US Dollar Swingline Lender to participate in a US Dollar Swingline Loan.

7.6 Cancellation of US Dollar Swingline Commitment

The US Dollar Swingline Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Revolving Facility A.

8. LETTERS OF CREDIT

8.1 Immediately payable

If a Letter of Credit or any amount outstanding under a Letter of Credit becomes immediately payable, the relevant Borrower under the Revolving Facility to which such Letter of Credit relates shall repay or prepay that amount immediately.

8.2 Assignments and transfers

(a) For the avoidance of doubt, the consent of the Issuing Agent is not required for any assignment or transfer of any Lender’s rights or obligations under a Revolving Facility.

(b) If the conditions and procedure for transfer specified in Clause 30 (Changes to the Lenders) are satisfied, then on the Transfer Date the Issuing Agent and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights or obligations acquired or assumed by it as a result of the transfer and to that extent the Issuing Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement.

8.3 Claims under a Letter of Credit

(a) Where a claim is made or purported to be made under a Letter of Credit and which appears on its face to be in order (a “Syndicated L/C Claim”):

(i) the Issuing Agent shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim;

(ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary)

shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit;

(iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and

(iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Date.

(b) Each relevant Borrower acknowledges that the Issuing Agent and each Lender:

(i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(i) the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

8.4 Issuing Agent’s Authorisation

Each Lender hereby unconditionally and irrevocably authorises the Issuing Agent to prepare and complete each Letter of Credit, in the manner contemplated by the relevant Utilisation Request and this Agreement and substantially in the form attached to this Agreement, and to sign each Letter of Credit on its behalf and issue the same to the relevant beneficiary. Such authorisation shall be deemed to be confirmed in respect of each Letter of Credit issued, or to be issued, pursuant to this Agreement and in respect of each Lender on the date on which such Letter of Credit is issued.

8.5 Indemnities

Each Borrower shall immediately on demand indemnify the Issuing Agent and each Lender against any cost, loss or liability incurred by the Issuing Agent or by the Lender (in each case, otherwise than by reason of the Issuing Agent’s or Lender’s own gross negligence or wilful misconduct) in acting as the Issuing Agent or as a Lender (as the case may be) under any Letter of Credit issued under a Revolving Facility including, without limitation, arising in connection with:

(a) issuing or maintaining outstanding a Letter of Credit;

(b) funding, making arrangements to fund, or failing to fund or make arrangements to fund, payments under or in connection with a Letter of Credit; and

(c) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

8.6 Cash cover by Borrower

(a) If a Lender fails to honour its obligations under Clause 8.3 or notifies the Issuing Agent that it will not honour its obligations under Clause 8.3 (Claims under a Letter of Credit) and the Issuing Agent notifies the Parent (with a copy to the Agent) that it requires the relevant Borrower of the relevant Letter of Credit or proposed Letter of Credit to provide cash cover to an account with the Issuing Agent in an amount equal to such Lender’s L/C Proportion of the outstanding amount of that Letter of Credit and in the currency of that Letter of Credit then that Borrower shall do so within four (4) Business Days after the notice is given.

(b) Notwithstanding paragraph (a)(vii) of Clause 6.1 (General), the Issuing Agent shall agree to the withdrawal of amounts up to the level of that cash cover from the account if the relevant Lender’s obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement.

(c) To the extent that a Borrower has complied with its obligations to provide cash cover in accordance with this Clause 8.6, the relevant Lender’s L/C Proportion in respect of that Letter of Credit will remain (but such Lender’s obligations in relation to that Letter of Credit may be satisfied in accordance with Clause 6.1 (General)). However, the relevant Borrower will be obliged to pay any Letter of Credit Fee in relation to the relevant letter of credit to the Agent (for the account of and for distribution to the relevant Lenders) but the relevant Borrower shall not be obliged to pay any Letter of Credit Fee in relation to the relevant letter of credit to the relevant Lender.

(d) The relevant Issuing Agent shall promptly notify the Agent of the extent to which a Borrower provides cash cover pursuant to this Clause 8.6 and of any change in the amount of cash cover so provided.

8.7 Rights of contribution

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 8.

8.8 Loss sharing

(a) If, at any time after any amount has become payable to the beneficiary under a Letter of Credit, for any reason any amount due and owing to a Lender under the Finance Documents in respect of that claim has not been paid or discharged and any resulting unpaid amount is not shared among the Lenders of the relevant Revolving Facility pro rata to their Loss Share Proportions in respect of such Revolving Facility, the Lenders shall make such payments between themselves as the Agent shall require to ensure that, after taking into account such payments, any such amount is shared between the relevant Lenders pro rata to their Loss Share Proportions.

(b) If a Lender (the “Paying Bank”) makes a payment to the Agent for distribution to one or more other Lenders under paragraph (a) above then, without double counting, the liability of the relevant Borrower to the Paying Bank shall be increased (or treated as not having been reduced) by an amount equal to the payment so made and the liability of such Borrower to the Lender(s) to which any such payment has been made shall be reduced (or treated as not

having been increased) by an amount equal to the payment so made. Following any application of the provisions of paragraph (a) above the Agent is authorised and is instructed to deliver to the beneficiary an adjusted L/C Schedule or a new Letter of Credit, as the case may be, under the terms of this Agreement. Such adjusted L/C or new Letter of Credit shall reflect the L/C Commitments of the Lenders after the application of paragraph (a) above.

(c) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 8.8 (Loss sharing) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

8.9 Role of the Issuing Agent

(a) Nothing in this Agreement constitutes the Issuing Agent as a trustee or fiduciary of any other person.

(b) The Issuing Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(d) The Issuing Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(e) The Issuing Agent may act in relation to the Finance Documents through its personnel and agents.

(f) The Issuing Agent is not responsible for:

(i) the adequacy, accuracy or completeness of any information (whether oral or written) provided by the Agent, any Party (including itself), or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(ii) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

8.10 Exclusion of liability

(a) Without limiting paragraph (b) below, neither the Issuing Agent nor any Lenders in respect of Letters of Credit will be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Issuing Agent or a Lender in respect of a Letter of Credit) may take any proceedings against any officer, employee or agent of the Issuing Agent or a Lender in respect of a Letter of Credit in respect of any claim it might have against the Issuing Agent or relevant Lender in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Issuing Agent or relevant Lender may rely on this Clause 8.10 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

8.11 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Issuing Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including, but not limited to, those listed in paragraphs (a) through (d) of Clause 32.14 (Non-Reliance on Agent and Other Finance Parties).

8.12 Address for notices

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of the Issuing Agent for any communication or document to be made or delivered under or in connection with the Finance Documents is that notified in writing to the Agent prior to the date of this Agreement or any substitute address, fax number or department or officer as the Issuing Agent may notify to the Agent by not less than five (5) Business Days’ notice.

8.13 Amendments and waivers

Notwithstanding any other provision of this Agreement, an amendment or waiver which relates to the rights or obligations of the Issuing Agent may not be effected without the consent of the Issuing Agent.

8.14 Applicability of ISP and UCP

Unless otherwise expressly agreed by the Issuing Agent and each Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

9. REPAYMENT

9.1 Repayment of Revolving Facility Loans

(a) Each Borrower which has drawn a Revolving Facility Loan shall repay such Revolving Facility Loan on the last day of its Interest Period.

(b) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Revolving Facility Loans then outstanding will be automatically extended to the Final Maturity Date in relation to the Revolving Facility and will be treated as separate Revolving Facility Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

(c) A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving five (5) Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (c) to the Defaulting Lender concerned as soon as practicable on receipt.

(d) Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the relevant Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.

(e) The terms of this Agreement relating to Revolving Facility Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (b) to (d) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

10. OPTIONAL CURRENCIES

10.1 Selection of currency

Each Borrower shall select the currency of a Revolving Facility Utilisation in the applicable Utilisation Request.

10.2 Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a) a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b) a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 10.2 will be required to participate in the Loan in the Base Currency (in an amount equal to such Lender’s proportion of the Base Currency Amount, or in respect of a Rollover Loan, an amount equal to such Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

10.3 Agent’s calculations

Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).

11. US DOLLAR SWINGLINE FACILITY

11.1 US Dollar Swingline

Subject to the terms of this Agreement, the US Dollar Swingline Lenders make available to the Swingline Agent, by the Specified Time, for the account of the relevant US Borrower a US Dollar swingline loan facility in an aggregate amount equal to the Total US Dollar Swingline Commitments.

11.2 Purpose

Each Borrower shall apply all amounts borrowed by it under the US Dollar Swingline Facility for general corporate purposes. A US Dollar Swingline Loan may not be applied in repayment or prepayment of another US Dollar Swingline Loan.

11.3 Repayment

Each Borrower that has drawn a US Dollar Swingline Loan shall repay that US Dollar Swingline Loan on the last day of its Interest Period.

11.4 Voluntary prepayment of US Dollar Swingline Loans

(a) A Borrower to which a US Dollar Swingline Loan has been made may prepay at any time the whole of that US Dollar Swingline Loan.

(b) Unless a contrary indication appears in this Agreement, any part of the US Dollar Swingline Facility which is prepaid or repaid may be re-borrowed in accordance with the terms of this Agreement.

11.5 Interest

(a) The rate of interest on each US Dollar Swingline Loan for any day during its Interest Period is the higher of:

(i) the prime commercial lending rate in US Dollars announced by the Swingline Agent at the Specified Time and in force on that day; and

(ii) zero and a half per cent. (0.50%) per annum over the rate per annum determined by the Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) for that day.

(b) The Swingline Agent shall promptly notify the Agent, the US Dollar Swingline Lenders and the relevant Borrower of the determination of the rate of interest under paragraph (a) above.

(c) If any day during an Interest Period is not a New York Business Day, the rate of interest on a US Dollar Swingline Loan on that day will be the rate applicable to the immediately preceding New York Business Day.

(d) Each Borrower shall pay accrued interest on each US Dollar Swingline Loan made to it on the last day of its Interest Period.

11.6 US Dollar Swingline Agent

(a) The Swingline Agent may perform its duties in respect of the US Dollar Swingline Facility through an Affiliate acting as its agent.

(b) Notwithstanding any other term of this Agreement and without limiting the liability of any Obligor under the Finance Documents, each Lender shall (in proportion to its share of the Total Facility A Commitments or, if the Total Facility A Commitments are then zero, to its share of the Total Facility A Commitments immediately prior to their reduction to zero) pay to or indemnify the Swingline Agent, within three (3) Business Days of demand, for or against

any cost, loss or liability (including, without limitation, for negligence or any other category of loss whatsoever) incurred by the Swingline Agent or its Affiliate (other than by reason of the Swingline Agent’s or the Affiliate’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 35.11 (Disruption to Payment Systems etc.) notwithstanding the Swingline Agent’s or the Affiliate’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Swingline Agent or the Affiliate in acting as Swingline Agent for the US Dollar Swingline Facility under the Finance Documents (unless the Swingline Agent or its Affiliate has been reimbursed by an Obligor pursuant to a Finance Document).

11.7 Interest Period — US Dollar Swingline Loans

(a) Each US Dollar Swingline Loan has one Interest Period only.

(b) The Interest Period for a US Dollar Swingline Loan must be selected in the relevant Utilisation Request.

11.8 Partial Payments

(a) If the Swingline Agent or Agent receives a payment in respect of the US Dollar Swingline Facility that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents in respect of the US Dollar Swingline Facility, the Agent or the Swingline Agent (as applicable) shall apply that payment towards the obligations of that Obligor under the Finance Documents in respect of the US Dollar Swingline Facility in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Swingline Agent or its Affiliate under the Finance Documents incurred in respect of the US Dollar Swingline Facility;

(ii) secondly, in or towards payment pro rata of any accrued interest on a US Dollar Swingline Loan due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of the principal of any US Dollar Swingline Loan due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents in respect of the US Dollar Swingline Facility.

(b) The Swingline Agent shall, if so directed by all the US Dollar Swingline Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor and Clause 35.6 (Partial payments) does not apply to the US Dollar Swingline Facility.

11.9 Loss sharing

(a) If a Revolving Facility A Loan (including a US Dollar Swingline Loan) or interest on a Revolving Facility A Loan (including a US Dollar Swingline Loan) is not paid in full on its due date, the Agent (if requested to do so in writing by any affected Lender) shall calculate the amount (if any) which needs to be paid or received by each Lender with a Revolving Facility A Commitment to place that Lender in the position it would have been in had each

Lender (or its Affiliate) with a Facility A Commitment participated in that Loan in the proportion borne by its Facility A Commitment to the Total Facility A Commitments and, if the Total Facility A Commitments are then zero, the proportion borne by its Facility A Commitment to the Total Facility A Commitments immediately prior to their reduction to zero.

(b) The calculation of the Agent is designed solely to allocate the unpaid amount proportionally among the Lenders with a Revolving Facility A Commitment according to their Revolving Facility A Commitments and will not take into account any commitment fee or other amount payable under the Finance Documents.

(c) The Agent will set a date (the “Loss Sharing Date”) on which payments must be made under this Clause 11.9. The Agent shall give at least three (3) Business Days’ notice to each affected Lender of this date and the amount of the payment (if any) to be paid or received by it on this date.

(d) On the Loss Sharing Date:

(i) each affected Lender who has to make a payment shall pay to the Agent the relevant amount set out in the notice referred to in paragraph (c) above; and

(ii) out of the amounts the Agent receives, the Agent shall pay to each affected Lender who is entitled to receive a payment the amount set out in that notice.

(e) If the amount actually received by the Agent from the Lenders under paragraph (d) above is insufficient to pay the full amount required to be paid under that paragraph, the Agent shall distribute the amount it actually receives among the affected Lenders pro rata to the amounts they are entitled to receive under that paragraph.

(f) If a Lender makes a payment to the Agent under this Clause 11.9 then, to the extent that that payment is distributed by the Agent under paragraphs (d) or (e) above, as between the relevant Obligor and that Lender an amount equal to the amount of that distributed payment will be treated as not having been paid by the relevant Obligor.

(g) Any payment under this Clause 11.9 will not reduce the obligations in aggregate of any Obligor.

(h) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 11.9 (Loss Sharing) after the Target Accession Date has occurred and shall not have any liability in respect of Revolving Facility A Loans drawn prior to the Target Accession Date.

12. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

12.1 Illegality

Subject to Clause 12.2 (Illegality in relation to the Issuing Agent), if it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation:

(a) such Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying each Borrower, the Revolving Facility Commitments of such Lender and of any Affiliate of that Lender which is a US Dollar Swingline Lender will be immediately cancelled; and

(c) the relevant Borrower shall repay such Lender’s (and any such Affiliate’s) participation in the Utilisations made to that Borrower on the last day of the Interest Period for each Utilisation occurring after the Agent has notified that Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

12.2 Illegality in relation to the Issuing Agent

If it becomes unlawful for an Issuing Agent or any Lender to issue or leave outstanding any Letter of Credit or otherwise to perform any of its obligations in respect of Letters of Credit or to fund or maintain its participation in any Utilisation by way of Letter of Credit as contemplated by this Agreement, then:

(a) that Issuing Agent or such Lender shall promptly notify the Agent upon becoming aware of that event;

(b) the Issuing Agent or such Lender shall not be obliged to issue or participate in (as the case may be) any Letter of Credit;

(c) each Borrower shall use all reasonable endeavours to procure the release of each Letter of Credit issued by that Issuing Agent or in which such Lender participates and which is outstanding at such time. If a Borrower fails to procure the release of a Letter of Credit it will be obliged to prepay that Letter of Credit; and

(d) in the case of illegality affecting the Issuing Agent, unless any other Lender has agreed to be an Issuing Agent pursuant to the terms of this Agreement, then the Revolving Facility shall cease to be available for the issue of Letters of Credit.

Nothing in this Clause 12.2 shall prevent a Borrower from utilising a Revolving Facility to prepay a Letter of Credit in accordance with paragraph (c) above.

12.3 Voluntary cancellation

(a) The relevant Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$5,000,000 for Revolving Facility A and €5,000,000 for Revolving Facility B) of an Available Revolving Facility.

(b) The relevant Borrower may not make a cancellation pursuant to paragraph (a) above to the extent that that cancellation would result in a Lender (or its Affiliate) failing to meet the requirement set out in paragraph (g) of Clause 30.2 (Conditions of assignment or transfer).

(c) Any cancellation under this Clause 12.3 shall reduce the Revolving Facility Commitments of the Lenders rateably under that Facility.

12.4 Voluntary prepayment of Loans

Each Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan drawn by it under the Facility made available to it (but, if in part, being an amount that reduces that Loan by a minimum amount of US$5,000,000 for Revolving Facility A and €5,000,000 for Revolving Facility B).

12.5 Voluntary prepayment of Letters of Credit

12.6 Right of cancellation and repayment in relation to a single Lender or the Issuing Agent

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 19.2 (Tax gross-up); or

(ii) any Lender or the Issuing Agent claims indemnification from the Parent or an Obligor under Clause 19.3 (Tax indemnity) or Clause 20.1 (Increased costs); or

(iii) any Lender is a Defaulting Lender,

(iv) any amount payable to any Lender by an Italian Obligor under a Finance Document is not, or will not be treated as a deductible charge or expense for Italian Tax purposes for that Italian Obligor by reason of that amount originating from transactions occurred with Blacklisted Resident Entities, other than where any limitation in the deduction of that amount results from any inaction of the Italian Obligor which is not the consequence of the lack of cooperation of the entity residing or localized in a Blacklisted Jurisdiction in providing the documentation necessary for that Obligor to treat the payment as a deductible charge or expense; or

the Parent (on behalf of each Borrower) may (but shall not be obligated to), whilst the circumstance giving rise to the events referred to above continues, give the Agent notice :

(A) (if such circumstances relate to a Lender or any Affiliate of a Lender) of cancellation of the Revolving Facility Commitment of such Lender and of any Affiliate of that Lender which is a US Dollar Swingline Lender or its intention to procure the repayment of such Lender’s and any such Affiliate’s participation in the Utilisations or give the Agent notice of its intention to replace that Lender (together with any Affiliate of that Lender) in accordance with paragraph (c) below; or

(B) (if such circumstances relate to a Lender or to the Issuing Agent) of repayment of any outstanding Letter of Credit issued by it and cancellation of its appointment as an Issuing Agent or Lender under this Agreement in relation to any Letters of Credit to be issued in the future.

(b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender or an Affiliate of a Lender, the Available Revolving Commitment of such Lender and any such Affiliate shall immediately be reduced to zero. The Parent shall ensure that a Borrower to which a Utilisation is outstanding shall promptly, and in any event within five (5) Business Days, repay such Lender’s and any such Affiliate’s participation in each Loan and Letter of Credit together with all interest and other amounts accrued under the Finance Documents.

(c) In lieu of the cancellations referred to in Clause 12.1 (Illegality) and above in this Clause 12.6, each Borrower shall have the right, but not the obligation, at its own expense, upon notice from that Borrower to such Lender (the “Terminated Lender”) and the Agent, to replace such Terminated Lender (together with any Affiliate of that Terminated Lender) with a New Lender (in accordance with and subject to the restrictions contained in Clause 30 (Changes to Lenders)) approved by the Agent, the Swingline Agent and the Issuing Agent, and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Clause 30 (Changes to Lenders)) all its interests, rights and obligations under this Agreement to such assignee; provided that no Terminated Lender shall be obligated to make any such assignment:

(i) unless such assignee or that Borrower shall pay to the affected Terminated Lender such Terminated Lender’s and such Affiliate’s participation in all Utilisations together with all interest and other amounts accrued under the Finance Documents; and

(ii) if to make such transfer or assignment would cause such Terminated Lender or such Affiliate to breach, or such transfer or assignment is of and in itself in breach of, in each case, any provision of law or regulation.

(d) A Terminated Lender shall not be obliged to transfer its rights and obligations pursuant to paragraph (c) above to the extent that the transfer would result in that Terminated Lender (or its Affiliate) failing to meet the requirement set out in paragraph (g) of Clause 30.2 (Conditions of assignment or transfer).

13. MANDATORY PREPAYMENT

13.1 Change of Control or Sale

(a) Upon the occurrence of:

(i) a Change of Control; or

(ii) the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions (other than as a result of a Permitted Transaction):

(A) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(B) the Agent shall, upon written instructions from an individual Lender and, by not less than thirty (30) days’ notice, cancel the Revolving Facility Commitment of such Lender and of any Affiliate of that Lender which is a US Dollar Swingline Lender and require repayment of the participation of such Lender in the Loans, whereupon the Revolving Facility Commitment of such Lender and of any such Affiliate will be cancelled and all outstanding

participations of such Lender and of any such Affiliate, together with accrued interest, and all other amounts accrued under the Finance Documents and owing to such Lender and of any such Affiliate, shall become immediately due and payable and the Borrowers shall repay or prepay such amounts.

14. RESTRICTIONS

14.1 Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 12 (Illegality, voluntary prepayment and cancellation) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, any such notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

14.2 Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

14.3 Reborrowing of Loans; Reutilisation of Facility

Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid by the Borrower to which such Revolving Facility has been made available, in accordance with Clause 12.4 (Voluntary prepayment of Loans) or Clause 12.5 (Voluntary prepayment of Letters of Credit) may be reborrowed (in the case of Loans) or reutilised (in the case of Letters of Credit) by the relevant Borrower in accordance with the terms of this Agreement.

14.4 Prepayment in accordance with Agreement

The Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Revolving Facility Commitments except at the times and in the manner expressly provided for in this Agreement.

14.5 No reinstatement of Commitments

No amount of the Total Facility Commitments cancelled under this Agreement may be subsequently reinstated.

14.6 Agent’s receipt of notices

If the Agent receives a notice under Clause 12 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Borrowers or the affected Lender, as appropriate.

15. INTEREST

15.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) LIBOR or, in relation to any Loan in Euro, EURIBOR.

15.2 Usury Cap

Notwithstanding any other provision of this Agreement, if at any time the rate of interest applicable to a Loan made available under this Agreement to any Borrower incorporated in Italy (including the relevant component of any applicable fee and expense) exceeds the maximum rate permitted by the Italian law 7 March 1996 no. 108 and related implementation regulations (the “Italian Usury Legislation”), the rate of interest payable by the relevant Borrower shall be deemed to be automatically reduced, for the shortest possible period, to the maximum rate permitted under the Italian Usury Legislation.

15.3 Payment of interest

Each Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six (6) Months, on the dates falling at six (6) Monthly intervals after the first day of the Interest Period).

15.4 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. (1%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 15.4 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. (1%) higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded (to the extent permitted under any applicable law and regulation, including article 1283 of the Italian Civil Code, as amended, supplemented or implemented from time to time) with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

15.5 Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

15.6 Interest Rate Limitation

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Utilisation by a US Borrower, together with all fees, charges and other amounts which are treated as interest on such Utilisation under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Utilisation in accordance with applicable law, the rate of interest payable in respect of such Utilisation, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Utilisation but were not payable as a result of the operation of this Clause 15.6 shall be cumulated and the interest and Charges payable to such Lender in respect of other Utilisation or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Margin to the date of repayment, shall have been received by such Lender.

16. INTEREST PERIODS

16.1 Selection of Interest Periods and Terms

(a) Each Borrower may select an Interest Period for a Revolving Facility Loan in the Utilisation Request for that Revolving Facility Loan.

(b) Subject to this Clause 16 each Borrower may select an Interest Period of one (1), three (3) or six (6) Months or (in the case of the Swingline Facility) one (1) through five (5) New York Business Day(s) in relation to the Facility made available to it or any other period agreed between the relevant Borrower and the Agent (acting on the instructions of all the Lenders under the relevant Facility).

(c) An Interest Period for a Revolving Facility Loan shall not extend beyond the Final Maturity Date applicable to its Facility.

(d) A Revolving Facility Loan and a US Dollar Swingline Loan have one Interest Period only.

(e) The Parent and the Agent may select an Interest Period of two (2) weeks (or a shorter period) for the purpose of aligning the Interest Period with the effective date of the Holdco Merger.

16.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

17. CHANGES TO THE CALCULATION OF INTEREST

17.1 Absence of quotations

(a) Subject to Clause 17.2 (Market disruption) if LIBOR or, if applicable, EURIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, then the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks.

(b) If a Market Disruption Event occurs, then the Agent shall, as soon as is practicable, notify the Parent.

17.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by such Lender, as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to such Lender of funding its participation in that Loan from whatever source it may reasonably select;

(b) In this Agreement “Market Disruption Event” means:

(i) at or about noon on the Quotation Day for the relevant Interest Period (i) the Screen Rate is not available or (ii), LIBOR or, if available, EURIBOR is to be determined by reference to the Base Reference Banks and none or only one of the Base Reference Banks supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period; or

(ii) before close of business in New York on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty-five per cent. (35%) of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR.

17.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or a Borrower so requires, the Agent and that Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the relevant Borrower, be binding on all Parties.

17.4 Break Costs

(a) Each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

18. FEES

18.1 Commitment fee

(a) The Borrowers under each Facility (as applicable) shall pay to the Agent (for the account of each Lender):

(i) a fee in US Dollars in respect of Revolving Facility A, and, as applicable, a fee in Euro in respect of Revolving Facility B, computed at the rate of thirty five per cent. (35%) of the relevant Margin per annum on such Lender’s Available Revolving Commitment under the relevant Facility from the date of this Agreement to the end of the Availability Period applicable to the relevant Facility; provided that the Public Debt Ratings are higher than BB (with at least a stable outlook) and Ba2 (with at least a stable outlook) and provided further that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being higher than BB (with at least a stable outlook) or Ba2 (with at least a stable outlook) as applicable; or

(ii) a fee in US Dollars in respect of Revolving Facility A and, as applicable a fee in Euro in respect of Revolving Facility B, computed at the rate of thirty seven and one half per cent. (37.5%) of the relevant Margin per annum on such Lender’s Available Revolving Commitment under the relevant Facility from the date of this Agreement until the end of the Availability Period applicable to the relevant Facility; provided that the Public Debt Ratings are equal or lower than BB (with a stable outlook) or Ba2 (with a stable outlook) provided further that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (ii) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or lower than BB or Ba2 as applicable;

provided that:

(A) in the event that the Public Debt Ratings differ such that the applicable rate cannot be determined for purposes of both (i) and (ii) above, the rate used to calculate the commitment fee shall be the average of the two (or three, as applicable) applicable rates specified in (i) and (ii) above;

(B) in the event of withdrawal of a Public Debt Rating, the rate used to calculate the commitment fee shall be such rate which is the average of the applicable rate or rates (as the case may be) for the remaining Public Debt Rating as specified in (i) or (ii) above and thirty seven and one half per cent. (37.5%); and

(C) in the event of withdrawal of all Public Debt Ratings, the rate used to calculate the commitment fee shall be thirty seven and one half per cent. (37.5%).

(b) Starting on the date of this Agreement, the accrued commitment fee calculated in accordance with paragraph (a) above is payable on the last day of each successive period of three (3) Months which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Revolving Commitment of such Lender for any day on which such Lender is a Defaulting Lender.

18.2 Arrangement fee

The Parent shall pay to the relevant Arranging Parties an arrangement fee for the purposes of remunerating their activities as Arranging Parties in the amount and at the times agreed in each Arrangement Fee Letter(s).

18.3 Agency fee

The Parent shall pay to the Agent (for its own account) an agency fee to remunerate its activities as Agent in the amount and at the times agreed in the Agent’s Fee Letter.

18.4 Swingline Agency fee

GTECH Corporation shall pay to the Swingline Agent (for its own account) an agency fee to remunerate its activities as Swingline Agent in the amount and at the times agreed in the Swingline Agent’s Fee Letter.

18.5 Utilisation fee

(a) The Borrowers shall pay a utilisation fee calculated by reference to the daily amount outstanding under the Facilities during each consecutive period of three (3) Months (the first of such period beginning on the date of this Agreement) multiplied by the percentage as set out in the table below:

Utilisation level	Utilisation fee (per annum)
Less than or equal to 331/3 per cent. of the aggregate Revolving Facility Commitments from time to time	0.15	%

Higher than 331/3 per cent. but less than or equal to 662/3 per cent. of the aggregate Revolving Facility Commitments from time to time	0.30	%

Higher than 662/3 per cent. of the aggregate Revolving Facility Commitments from time to time	0.60	%

(b) The accrued utilisation fee with respect to Revolving Facility A shall be payable in US Dollars and the accrued utilisation fee with respect to Revolving Facility B shall be payable in Euro in each case starting from the date of first Utilisation under the Facilities, quarterly in arrears and on the date on which all outstanding amounts under the Facilities are prepaid and the Facilities are cancelled in full.

18.6 Fees payable in respect of Letters of Credit

(a) The applicable Borrowers shall pay to the Agent (for the account of each Lender participating in the relevant Revolving Facility) a Letter of Credit Fee in the Base Currency (computed at

the rate equal to the Margin from time to time applicable to a Loan) on the outstanding amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. The Letter of Credit Fee shall be distributed according to each such Lender’s L/C Proportion of that Letter of Credit.

(b) The accrued issuing agency fee and the accrued Letter of Credit Fee on a Letter of Credit shall be payable on the last day of each successive period of three (3) Months ending on each 31 March, 30 June, 30 September and 31 December in each year (or such shorter period as shall end on the Expiry Date for that Letter of Credit) starting on the date of issue of that Letter of Credit. The accrued issuing agency fee and the accrued Letter of Credit Fee is also payable to the Agent on the cancelled amount of any Lender’s Revolving Facility Commitment at the time the cancellation is effective if that Commitment is cancelled in full and the Letter of Credit are prepaid or repaid in full.

18.7 Fees payable in respect of Xxxxx Fargo Bank, NA

Any fees payable under this Clause 18 with respect to Xxxxx Fargo Bank, NA shall only accrue from and including the Target Accession Date.

19. TAX GROSS UP AND INDEMNITIES

19.1 Definitions

In this Agreement:

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:

(a) where it relates to a UK Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite such Lender’s name in Part II of Schedule 1 (The Original Parties) or (in the case of the scheme reference number, that is subsequently communicated to the Agent and the relevant Borrower promptly upon it becoming available), and

(i) where the Borrower is an Original Borrower, is filed with HM Revenue & Customs within thirty (30) days of the date of this Agreement; or

(ii) where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within thirty (30) days of the date on which that Borrower becomes an Additional Borrower; or

(b) where it relates to a UK Treaty Lender that is a New Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of such Lender in the relevant Transfer Certificate or Assignment Agreement, and

(i) where the Borrower is a Borrower as at the relevant Transfer Date, is filed with HM Revenue & Customs within thirty (30) days of that Transfer Date; or

(ii) where the Borrower is not a Borrower as at the relevant Transfer Date, is filed with HM Revenue & Customs within thirty (30) days of the date on which that Borrower becomes an Additional Borrower.

“Change of Tax Law” means with respect to the Lender, any change in, or in the published interpretation, administration or the application of, any law or regulation or Double Taxation Treaty or any published practice or published concession of any relevant taxing authority.

“Exempt Lender” means a Lender that is a financial institution or any other entity (including, any entity included in the provision of article 26, xxxxxxxxx 0-xxx, xx Xxxxxxxxxxxx Xecree No. 600 of 29 September 1973 as introduced by the Law Decree No. 91 of 24 June 2014, converted into law by the Law No. 116 of 11 August 2014 and subsequently amended by Law Decree No.133 of 29 September 2014) which is authorised to provide finance to an Italian Borrower and to which any payment of interest under the Finance Documents can be made without a Tax Deduction in respect of Tax being imposed by the Republic of Italy; provided that such Lender is not a Blacklisted Resident Entity.

“Italian Qualifying Lender” means:

(a) a bank or financial institution duly authorised or licensed to carry out banking activity in Italy pursuant to Legislative Decree No. 385 dated 1 September 1993 that is a resident of Italy for Tax purposes pursuant to article 73 of Italian Presidential Decree No. 917 of 22 December 1986 not acting for the purposes of the Finance Document through a Facility Office qualifying as a Permanent Establishment, or in any case a Permanent Establishment, located outside of Italy; or

(b) a Facility Office qualifying as a Permanent Establishment, or in any case a Permanent Establishment, in Italy of a bank or financial institution duly authorised or licensed to carry out banking activity in Italy - other than a Blacklisted Resident Entity - for which any payment received under the Finance Document is business income (reddito di impresa) pursuant to article 81, 151 and 152, paragraph 1, of Italian Presidential Decree No. 917 of 22 December 1986.

“Italian Treaty Lender” means a Lender which:

(a) is resident for Tax purposes in a country which has a Double Taxation Treaty in force with Italy, pursuant to which no withholding on account of Tax is required to be made on the interest and similar payments deriving from Italy;

(b) is entitled to benefit of such Double Taxation Treaty and consequently (subject to the completion of procedural formalities) such full exemption from Tax;

(c) does not carry on business in Italy through a Permanent Establishment with which any payment under the Finance Document is effectively connected; and

(d) it is not a Blacklisted Resident Entity.

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender:

(a) in respect of any payment under or in connection with a Loan made to an Italian Borrower, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time, is a Lender which is:

(i) an Exempt Lender;

(ii) an Italian Qualifying Lender; or

(iii) an Italian Treaty Lender;

and

(b) in respect of any payment under or in connection with a Loan made to a UK Borrower, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time is:

(i) a Lender:

(A) which is a bank (as defined for the purpose of section 879 of the ITA) making such Loan and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(B) which was a bank (as defined for the purpose of section 879 of the ITA) at the time that that Loan was made and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(ii)

(A) a company resident in the United Kingdom for United Kingdom tax purposes;

(B) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company;

(iii) a Lender which is a UK Treaty Lender; or

(iv) a Lender which is a building society (as defined for the purpose of Section 880 of the ITA) making an advance under a Finance Document;

and

(c) in respect of any payment under or in connection with a Loan made to a US Borrower, which is beneficially entitled to interest payable to such Lender in respect of such Loan and, at any time, is a Lender which is:

(i) a United States Person; or

(ii) not a United States Person but is entitled to complete exemption from withholding of United States federal income tax on all payments made pursuant to this Agreement;

and

(d) in relation to any other payment, any Lender.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes; or

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment or a deemed payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 19.2 (Tax gross-up) or a payment under Clause 19.3 (Tax indemnity).

“Treaty Lender” means an Italian Treaty Lender or a UK Treaty Lender.

“UK Borrower” means a Borrower which is incorporated in the United Kingdom.

“UK Non-Bank Lender” means a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.

“UK Treaty Lender” means a Lender which:

(a) is treated as a resident of a UK Treaty State for the purposes of the UK Treaty; and

(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Finance Party’s participation in the Loans is effectively connected; and

(c) fulfils any conditions which must be fulfilled under the Treaty by residents of that Treaty State for such residents to obtain full exemption from taxation on interest imposed by the United Kingdom, subject to the completion of procedural formalities.

“UK Treaty State” means a jurisdiction having a double taxation agreement with the United Kingdom (a “UK Treaty”) which makes a provision for full exemption from tax imposed by the United Kingdom on interest.

“United States Person” means a United States Person as defined in Section 7701(a)(30) of the Code and includes an entity that is disregarded as separate from a United States Person (as defined in such Section) for United States federal income tax purposes.

“US Borrower” means any Borrower whose jurisdiction of formation or organisation is a state in the United States of America or the District of Colombia or, for the purposes of this Clause 19 (Tax Gross Up and Indemnities) a Borrower that is a United States Person.

Unless a contrary indication appears, in this Clause 19 a reference to “determines” or “determined” means a determination made in the sole discretion of the person making the determination.

19.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) A Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction from any payment made under a Finance Document (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent of (i) the Lender with respect to which such Tax Deduction applies and (ii) the rate at which such Tax Deduction is required to be made. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to such Lender. If the Agent receives such notification from a Lender it shall promptly notify the Borrowers and, if necessary, any Obligors making the payment.

(c) Except as provided in this Clause 19.2 and subject to paragraph (d) below, if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction from any payment under this Agreement if on the date on which the payment falls due:

(i) with reference to any payment made under the Finance Document by any Borrower, the payment could have been made to the relevant Lender without a Tax Deduction, other than with respect to any US federal withholding Tax, if the Lender had been a Qualifying Lender in relation to that payment, but on that date such Lender is not or has ceased to be a Qualifying Lender in relation to that payment other than as a result of:

(A) any Change of Tax Law; or

(B) a change in the jurisdiction in which an Obligor is established or resident for tax purposes at the date it becomes an Obligor under this Agreement other than as a result of a Permitted Merger;

(ii) a Tax Deduction is required to be made in respect of any payment under or in connection with a Loan made to a US Borrower for United States federal withholding tax, other than any such Tax Deduction that is required as a result of any Change of Tax Law occurring after the date the relevant Lender becomes a Lender under this Agreement.

(iii) the relevant Lender is an Exempt Lender, an Italian Treaty Lender or a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had such Lender complied with its obligations under paragraph (f) below;

(iv) with reference to any payment made under the Finance Document by any US Borrower, the Tax Deduction would not be required but for the Lender’s failure to comply with paragraph (i)(iv) below;

(v) the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and:

(A) an officer of Her Majesty’s Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and

(B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(vi) the relevant Lender is a Qualifying Lender in relation to the payment solely by virtue of sub-paragraph (b)(ii) of the definition of Qualifying Lender and:

(A) the relevant Lender has not given a Tax Confirmation to the Obligor; and

(B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Obligor, on the basis that the Tax Confirmation would have enabled the Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA.

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f) A Lender and each Obligor which makes a payment to which that Lender is entitled, shall cooperate in completing any procedural formalities, from time to time required or necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction, or

with a reduced Tax Deduction, including, but not limited to, the provision of the information and documentation specified in the following paragraphs (g), (h) and (i) of this Clause 19.2 to the extent applicable.

(g) With respect to each Italian Obligor, each Italian Treaty Lender, each Lender requiring the application of a Double Taxation Treaty with respect to any interest payable by such Italian Obligor and each Exempt Lender agree to provide the Italian Obligor with an Affidavit, any Self-Declaration Form or any other form necessary for that Obligor to be entitled to make any payment under this Agreement without a Tax Deduction on a date which falls, in case of any interest payment made by an Italian Borrower, at least ten (10) Business Days prior to the date upon which interest is first due to be paid to it or, in case of any payment made by an Italian Guarantor, upon ten (10) Business Days of request by a such Italian Obligor, and thereafter: (i) within the end of January of any subsequent calendar year (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which the interest is due to be paid) and, (ii) whenever there is a change in the Lender’s status under a Double Taxation Treaty (including if it changes its tax residence) within twenty (20) Business Days from the time such change is effective (or, if earlier, within at least five (5) Business Days prior to the subsequent date upon which interest is due to be paid by an Italian Obligor).

(h) With respect to each UK Borrower:

(i)

(A) a Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and

(B) a New Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes, and, having done so, such Lender shall be under no obligation pursuant to paragraph (f) above.

(ii) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(i) above and:

(A) a Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or

(B) a Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:

(1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(2) HM Revenue & Customs has not given such Borrower authority to make payments to such Lender without a Tax Deduction within sixty (60) Business Days of the date of the Borrower DTTP Filing,

and in each case, such Borrower has notified such Lender in writing, such Lender and such Borrower shall co-operate in completing any additional procedural formalities necessary for such Borrower to obtain authorisation to make that payment without a Tax Deduction;

(iii) if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of such Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees;

(iv) an Obligor shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender;

(v) a UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Parent by entering into this Agreement; and

(vi) a UK Non-Bank Lender shall promptly notify the Parent and the Agent if there is any change in the position from that set out in the Tax Confirmation.

(i) With respect to each US Borrower:

(i) with respect to a Tax Deduction made on account of Tax imposed by the United States, the Obligor shall certify (under the signature of either its Director, International Tax or another Director or superior officer) on the GTECH Withholding Schedule (as defined in paragraph (j) below) for the immediately succeeding payment period and within the time period specified therefor, the amount of each (if any) Tax Deduction that has been made with respect to a payment made on behalf of any Finance Party and the amount of the related payment made to the relevant taxing authority on account of such Tax Deduction in each case with respect to the immediately preceding payment period; and

(ii) the Obligor will provide the relevant Finance Party with IRS Forms 1042-S and 1099, as applicable (and relevant) (or any successor form or forms) relating to such Tax Deduction in a manner and at a time in accordance with United States law, and in any case as soon as practicable following the close of the Obligor’s taxable year, and will simultaneously provide the Agent with a copy thereof. With respect to a Tax Deduction on account of non-United States Taxes, within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof), or if unavailable, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority;

(iii) in the case of any payment of interest hereunder by or on behalf of an Obligor through an account or branch outside the United States or by or on behalf of an Obligor by a payer that is not a United States Person (other than a payment made pursuant to a Guarantee), if such Obligor determines that no Taxes are payable in respect thereof, such Obligor shall furnish, or shall cause such payer to furnish, to the Agent, an

opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes; and

(iv) promptly after becoming a Party to this Agreement, but in any event before a payment pursuant to this Agreement is due, each Lender will provide, as relevant, to each US Borrower two original executed IRS forms or certifications that establish the Lender is entitled to a complete exemption or reduction (as applicable) from US withholding Taxes on all payments made pursuant to this Agreement and in the case of a Lender claiming the portfolio interest exemption, IRS Form W-8BEN-E (or any successor form) together with a statement certifying that such Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the relevant US Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” that is related to such US Borrower within the meaning of Section 881(c)(3)(C) of the Code. Upon a change of facts which causes the prior forms to no longer be valid or upon the reasonable request of a US Borrower, a Lender shall again provide the forms and documents described above unless it is unable to do so because of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority; if a Lender is unable to provide such forms and documents, then such Lender shall provide such other forms and certifications to establish any exemption or reduction from US withholding Taxes for which such Lender is eligible.

(j) At least three (3) Business Days prior to the due date of any amount payable by an Obligor under any Finance Document, the Agent shall provide to each Borrower by pdf or facsimile a schedule setting forth the portion of the total amount of such payment that will be payable to each Lender on such due date. Within a reasonable amount of time prior to the close of business on the date on which such scheduled amount becoming payable by an Obligor under any Finance Document, each Borrower shall provide to the Agent by pdf or facsimile a reciprocal schedule setting forth the amount of any Tax Deduction that the Obligor will withhold from each payment to be made to each Lender included on such schedule on the due date for such payment (the “GTECH Withholding Schedule”). No failure or delay of the Agent to provide the Borrowers with the schedule contemplated hereunder shall affect the obligation of any Obligor to make the payments otherwise required to be made by them under this Agreement.

(k) Any Lender which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant shall only be entitled to receive payments under this Clause 19.2 with reference to any interest paid on the sub-participated commitment (i) to the same extent as such Lender would have been if it had not entered into such sub-participation or (ii) for an amount equivalent to the Tax Deduction required by law to be applied on any payment made under this Agreement and beneficially owned by the Relevant Sub-Participant, if lower; provided that this paragraph (k) shall not apply to limit any entitlement to receive payments under this Clause 19.2 if the right to receive a greater payment results from a Change of Tax Law that occurs after the Relevant Sub-Participant acquired the applicable sub-participated commitment.

19.3 Tax indemnity

(a) The relevant Obligor shall (within five (5) Business Days of demand by the Agent) pay (or cause to be paid) to a Protected Party an amount equal to the loss, liability or cost which that

Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document (and for which it has provided, or will provide, documentary evidence).

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident or engaged in a trade or business for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Permanent Establishment or Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable, including for the avoidance of any doubt the value of production determined for IRAP purposes (but not any sum deemed to be received or receivable) by that Finance Party, including branch profits tax and minimum tax; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or

(B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied; or

(C) is compensated for by Clause 19.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or

(D) relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the relevant Obligor.

(d) Such claim and Agent notification shall set forth in reasonable detail the basis for the claim being made by the relevant Finance Party and appropriate documentation supporting such claim.

(e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3 notify the Agent.

19.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

19.5 Lender Status Confirmation

(a) In respect of an Italian Obligor, each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in:

(i) an Exempt Lender;

(ii) an Italian Qualifying Lender;

(iii) an Italian Treaty Lender; or

(iv) not a Qualifying Lender.

(b) In respect of a UK Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender other than a UK Treaty Lender; or

(iii) a UK Treaty Lender.

(c) In respect of a US Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i) not a Qualifying Lender; or

(ii) a Qualifying Lender within paragraph 19.5.

(d) If a New Lender fails to indicate its status in accordance with this Clause 19.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit.

(e) For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of any Lender to comply with this Clause 19.5.

19.6 Stamp taxes

The relevant Borrower shall, or shall procure that an Obligor shall, pay and, within ten (10) Business Days of demand, indemnify each Finance Party against any duly documented liability, loss, cost or expense that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; provided that no Obligor shall be liable for the aforementioned liability, loss, cost or expense:

(a) in relation to any such Taxes payable in respect of an assignment, transfer or sub-participation by a Finance Party, unless that assignment, transfer or sub-participation is carried out at the request of any Obligor and the Finance Party agrees to such request voluntarily (in circumstances where it is not required to agree to such request on the terms of this Agreement);

(b) to the extent that such Taxes become payable upon a voluntary registration made by any Finance Party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Party or obligations of any Party under a Finance Document or when such registration is not necessary in order to produce or rely on such document for any other purposes; or

(c) in case it arises as a consequence of, or in connection to, any claims by any authority, including, but not limited to, any Tax authority, and the Lender has not provided the relevant Borrower with copies of any relevant written communications relating to the Finance Document, including, but not limited to, any notices of payment, (the “Tax Notice”) received from that authority within fifteen (15) Business Days from receipt (the “Tax Notice Term”). If the Lender notifies the relevant Borrower with the Tax Notice within the Tax Notice Term, then the Parties will agree, without prejudice of any rights of the relevant Lender, including the right to be indemnified, under this Clause 19.6, as far as reasonably practicable acting in good faith, possible defensive strategies and the substance and conduct of such defensive strategies and such Lender will, as far as reasonably practicable acting in good faith, share in a timely fashion any relevant information for the relevant Borrower in relation to the development of any litigation proceedings or any settlement or other procedures which may be in progress as the result of the implementation of such defensive strategies.

19.7 Value added tax

(a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on each supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account for the VAT to the relevant Tax Authority that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall reimburse or indemnify the Finance Party in respect of the full amount of such costs or expenses, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT.

(d) Any reference in this Clause 19.7 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

19.8 No application of the Imposta Sostitutiva

The Parties hereby acknowledge that this Agreement was negotiated and is executed outside the Republic of Italy, and therefore the requirements provided for by article 15 and subsequent of Italian Presidential Decree No. 601 of 1973 as amended and supplemented from time to time (“D.P.R. 601/1973”) for the application of the Imposta Sostitutiva on medium term financing are not met. Accordingly, the Lenders cannot exercise, at the request of a Borrower, any option for the application to this Agreement of the Imposta Sostitutiva pursuant to article 15 and subsequent of the D.P.R. 601/1973.

19.9 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA;

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such

Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i) where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii) where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date;

(iii) the date a new US Tax Obligor accedes as a Borrower; or

(iv) where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, such Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

19.10 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Parent and the Agent and the Agent shall notify the other Finance Parties.

20. INCREASED COSTS

20.1 Increased Costs

(a) Subject to Clause 20.3 (Exceptions) the Obligors shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; (ii) compliance with any law or regulation (provided that, notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof shall be deemed to be a “change in law”, regardless of the date enacted, adopted, issued or implemented) made after the date of this Agreement or (iii) the implementation or application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b) In this Agreement:

“Basel III” means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“CRD IV” means:

(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“Increased Costs” means:

(i) a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Revolving Facility Commitment or a US Dollar Swingline Commitment or funding or performing its obligations under any Finance Document or Letter of Credit.

20.2 Increased Cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 20.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

20.3 Exceptions

Clause 20.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) compensated for by Clause 19.3 (Tax indemnity) (or would have been compensated for under Clause 19.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 19.3 (Tax indemnity) applied);

(d) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or

(e) attributable to a FATCA Deduction required to be made by a Party.

21. OTHER INDEMNITIES

21.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency

(the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

21.2 Other indemnities

Each Borrower shall (or shall procure that an Obligor will), within three (3) Business Days of demand, indemnify the Arranging Parties and each other Finance Party against any cost, loss or liability incurred by it as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including, without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Utilisation requested by it in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by it.

21.3 Indemnity to the Agent

Each Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 35.10 (Change of currency); or

(c) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

22. MITIGATION

22.1 Mitigation by the Lenders

(a) Each Finance Party shall, in consultation with the Parent, take all reasonable steps, including to the extent possible, but not limited to, making any Utilisation available from an Affiliate, to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 12.1 (Illegality) (or, in respect of the Issuing Agent, Clause 12.2 (Illegality in relation to the Issuing Agent)), Clause 19 (Tax Gross Up and Indemnities) or Clause 20.1 (Increased Costs) or in any amount payable under a Finance Document by an Italian Obligor becoming not deductible from that Italian Obligor’s taxable income for Italian tax purposes by reason of that amount originating from transactions occurred with Blacklisted Resident Entities including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

22.2 Mitigation by the Obligors

Should a Finance Party become subject to Taxes because of its failure to deliver a form, certificate or other document required under Clause 19.2 Tax gross-up), the Obligors shall take such steps as such Finance Party shall reasonably request to assist such Finance Party to recover such Taxes.

22.3 Limitation of liability

(a) Each Borrower shall indemnify each Finance Party, for all costs and expenses reasonably incurred by that party as a result of steps taken by it under Clause 22.1 (Mitigation by the Lenders).

(b) A Finance Party is not obliged to take any steps under Clause 22.1 (Mitigation by the Lenders) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

23. COSTS AND EXPENSES

23.1 Transaction expenses

The Borrowers shall within ten (10) Business Days of demand pay each Finance Party the amount of all reasonable and documented out-of-pocket costs and expenses (including legal fees up to the amount agreed with the Parent) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication (and previously approved by the Borrowers) and perfection of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement, and

if, requested, the Borrowers shall pay directly the relevant advisers upon receipt of the relevant reasonably detailed invoice; provided that there shall be no double recovery under this Clause 23.1 and paragraph 6 of the Mandate Letter.

23.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 35.10 (Change of currency), the Borrowers shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

23.3 Enforcement and preservation costs

The Borrowers shall, within three (3) Business Days of demand, pay to the Arranging Parties and each other Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and any proceedings instituted by or against the Agent as a consequence of taking or holding or enforcing these rights.

24. GUARANTEE AND INDEMNITY

24.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party and each Hedging Bank as primary obligor the punctual performance by a member of the Group of all of such member of the Group’s obligations under the Finance Documents and Hedging Documents and the punctual payment when due by such member of the Group of all sums payable under the Finance Documents and Hedging Documents;

(b) undertakes with each Finance Party and each Hedging Bank that whenever a member of the Group fails to perform any obligation or pay any of the indebtedness referred to in paragraph (a) above, it will perform such obligation or pay to such Finance Party or Hedging Bank such sum on demand, in each case, as if it were the primary obligor; and

(c) indemnifies, as an independent and primary obligation, each Finance Party and each Hedging Bank immediately on demand against any cost, loss or liability suffered by that Finance Party or Hedging Bank if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party or Hedging Bank would otherwise have been entitled to recover.

24.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents and Hedging Documents, regardless of any intermediate payment or discharge in whole or in part.

24.3 Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party or a Hedging Bank (whether in respect of the obligations of any Obligor or any Security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

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(a) the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b) each Finance Party and each Hedging Bank shall be entitled to recover the value or amount of such Security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

24.4 Waiver of defences

The obligations of each Guarantor under this Clause 24 will not, to the extent permitted under mandatory law, be affected by an act, omission, matter or thing which, but for this Clause 24, would reduce, release or prejudice any of its obligations under this Clause 24 (without limitation and whether or not known to it or any Finance Party or any Hedging Bank) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the making or absence of any demand on a member of the Group or any other person (other than the notice referred to in Clause 24.1(b) (Guarantee and indemnity)) for payment or performance of any other obligations, or the application of any moneys at any time received from a member of the Group or any other person;

(d) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(f) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document, Hedging Document, or any other document or Security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or Hedging Document or other document or Security;

(g) any unenforceability or illegality or invalidity of any obligation of any person under any Finance Document, Hedging Document or any other document or Security; or

(h) any insolvency or similar proceedings,

(other than the irrevocable payment in full of such obligations).

24.5 Guarantor intent

Without prejudice to the generality of Clause 24.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents or any of the Hedging Documents or any facility or amount made available under any of the Finance Documents or Hedging Documents for the purposes of or in connection with any of the following:

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acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs or expenses associated with any of the foregoing.

24.6 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party or any Hedging Bank (or any trustee or agent on its behalf) to proceed against or enforce any other rights or Security or claim payment from any person before claiming from that Guarantor under this Clause 24. This waiver applies irrespective of any law or any provision of a Finance Document or Hedging Document to the contrary.

24.7 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents and Hedging Documents have been irrevocably paid in full, each Finance Party and each Hedging Bank (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, Security or rights held or received by that Finance Party or Hedging Bank (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 24.

24.8 Deferral of Guarantors’ rights

(a) Each Obligor acknowledges and agrees with each Guarantor that, subject to the terms and conditions of this Clause 24.8 and to the extent permitted by applicable law, upon the payment by the Guarantors of any of their obligations under this guarantee (whether pursuant to the guarantees, undertakings or indemnities given in Clause 24.1 (Guarantee and indemnity) or otherwise):

(i) each Obligor shall indemnify the Guarantors for the full amount of such payment; and

(ii) the Guarantors shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment (such rights of indemnification and subrogation, together with all other rights of the Guarantors, by reason of the performance of any of their obligations under this guarantee, or any action taken pursuant to any rights conferred by or pursuant to this guarantee, to be indemnified by any person, to prove in respect of any liability in the winding-up of any person or to take the benefit of or enforce any Security or guarantees or to exercise any rights of contribution are, collectively, the “Subrogation Rights”).

(b) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents or Hedging Documents have been irrevocably paid in full, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or the Hedging Documents:

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(i) to be indemnified by an Obligor;

(ii) to claim any contribution from any other Guarantor of any Obligor’s obligations under the Finance Documents or the Hedging Documents; or

(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties or the Hedging Banks under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents or Hedging Documents by any Finance Party or Hedging Bank.

From and after the date when all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents and Hedging Documents have been irrevocably paid in full, the Subrogation Rights of the Guarantors may be exercised and enforced by the Guarantors in their sole discretion.

24.9 Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents or Hedging Documents for the purpose of any sale or other disposal of that Retiring Guarantor, then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents or Hedging Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents or Hedging Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties or Hedging Banks under any Finance Document or any Hedging Document or of any other Security taken pursuant to, or in connection with, any Finance Document or Hedging Document where such rights or Security are granted by or in relation to the assets of the Retiring Guarantor.

24.10 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or Security now or subsequently held by any Finance Party or Hedging Bank.

24.11 Limitations on US Guarantees

(a) Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents and the Hedging Documents (including utilisations thereunder).

(b) Each US Guarantor represents, warrants and agrees that:

(i) it is US Solvent; and

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(ii) it has not made a transfer or incurred any obligation under any Finance Document or Hedging Document with the intent to hinder, delay or defraud any of its present or future creditors.

(i) each Finance Party and Hedging Bank agrees that the maximum liability of each US Guarantor under Clause 24 (Guarantee and indemnity) shall in no event exceed an amount equal to the greatest amount that would not render such US Guarantor’s obligations hereunder and under the other Finance Documents and Hedging Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect to

(A) all other liabilities of such US Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such US Guarantor in respect of intercompany indebtedness to any Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Guarantor hereunder) and

(B) the value as assets of such US Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such US Guarantor pursuant to

(1) applicable law or

(2) any other agreement providing for an equitable allocation among such US Guarantor and the Borrowers and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties: and

(ii) each party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 24, each such Guarantor shall be entitled to be indemnified from each other Guarantor in an amount equal to such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

24.12 Controlled Foreign Corporations

Notwithstanding any term or provision of this Clause 24 or any other term in this Agreement or any Finance Document:

(a) no member of the Group that is a controlled foreign corporation for US federal income tax purposes (a “CFC”) will have any obligation or liability, directly or indirectly, as guarantor or otherwise under this Agreement or any Finance Document with respect to any obligation or liability arising under any Finance Document of a US Borrower (a “US Obligation”); and

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(b) not more than sixty-five per cent. (65%) of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, a person that is a CFC will be required to be pledged directly or indirectly as Security for any US Obligations.

24.13 Guarantee limitations applicable to GTECH as Parent

Pursuant to article 1938 of the Italian Civil Code, for as long as GTECH is the Parent, the maximum aggregate amount that GTECH may be required to pay in respect of its obligations under this Clause 24 shall not exceed an amount equal to US$1,980,000,000 in respect of Revolving Facility A and €1,155,000,000 in respect of Revolving Facility B (the “Maximum Amount”). Subject to and without prejudice to Clause 24.2 (Continuing guarantee) and 24.3 (Reinstatement), the Maximum Amount shall be reduced by the amount of any cancellation of the Facility Commitments.

24.14 Italian guarantee limitations

(a) In the case of any Guarantor incorporated in Italy (other than GTECH for such time as it is the Parent) (an “Italian Guarantor”), its liability as Guarantor under this Clause 24 shall not exceed, at any time, the aggregate at that time of:

(i) the highest outstanding principal amount at any time of the indebtedness of such Italian Guarantor (or any of its direct or indirect Subsidiaries) as a Borrower under any Facility; and

(ii) the highest outstanding principal amount at any time of all inter-company loans advanced (or granted) to such Italian Guarantor (or any of its direct or indirect Subsidiaries) by any Obligor or any other member of the Group after the date of this Agreement.

(b) In any event, pursuant to article 1938 of the Italian Civil Code, the maximum amount an Italian Guarantor may be required to pay in respect of its obligations as Guarantor under this Agreement shall not exceed the amount equal to US$1,980,000,000 in respect of Revolving Facility A and €1,155,000,000 in respect of Revolving Facility B.

24.15 Keepwell

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other member of the Group to honour all of its obligations under its guaranty in respect of Swap Obligations, subject to the limitation otherwise set forth herein. The obligations of each Qualified ECP Guarantor under this Clause 24.15 shall remain in full force and effect until discharged in accordance with the provisions of its guarantee. Each Qualified ECP Guarantor intends that this Clause 24.15 constitute, and this Clause shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other member of the Group for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

25. REPRESENTATIONS

25.1 General

On the date of this Agreement and at the times set out in Clause 25.25 (Repetition) each Obligor makes the representations and warranties set out in this Clause 25 to each Finance Party.

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25.2 Status

(a) It and each of its Material Subsidiaries is a limited liability corporation, duly incorporated or organised (as applicable) and validly existing under the law of its jurisdiction of incorporation.

(b) It and each of its Material Subsidiaries has the power to own its material assets and carry on its business as it is being conducted.

25.3 Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party and which have been executed by it are legal, valid, binding and enforceable obligations.

25.4 Non-conflict with other obligations

The entry into and performance by it of its obligations under, and the transactions contemplated by, the Finance Documents, to which it is a party do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument, unless any such conflict does not and is not reasonably likely to have a Material Adverse Effect.

25.5 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

(b) No limit on its powers will be exceeded as a result of the borrowing or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

25.6 Validity and admissibility in evidence

(a) All Authorisations required:

(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(ii) to make the Finance Documents to which it is a party admissible in evidence in its jurisdictions of incorporation,

have been obtained or effected and are in full force and effect.

(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect other than those Authorisations the failure of which to obtain or effect has not and is not reasonably likely to have a Material Adverse Effect.

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25.7 Governing law and enforcement

(a) Subject to the Legal Reservations, the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b) Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

25.8 Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to a Lender which is:

(a) a Qualifying Lender,

(i) falling within paragraphs (a)(i), (a)(ii), (b)(i), (b)(iv), (c) or (d) of the definition of Qualifying Lender; or

(ii) except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (b)(ii) of the definition of Qualifying Lender; or

(b) a Treaty Lender; provided that in the case of a UK Treaty Lender the payment is one specified in a direction given by the Commissioners of Revenue and Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488) and in the case of a US Borrower the Lender has satisfied its obligations under Clause 19.2(i)(iv) (Tax gross-up).

25.9 No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, subject always to the Legal Reservations, except with reference to Italy:

(a) where any Finance Document is executed before or deposited with an Italian notary public or in any case formed and executed within the Italian territory in the form of a deed;

(b) on voluntarily registration of any Finance Document with the Italian tax authority;

(c) in any “case of use” (caso d’uso), including the filing, recording or enrolment of any Finance Document with any Italian judicial authority (when carrying out any administrative activity) or administrative authority (unless such filing is mandatory at law);

(d) in the event any of the provisions of the Finance Document is mentioned (according to the enunciazione principle) in any separate document entered into between the same parties (alone or together with other parties) which have not been previously registered and in respect of which any of the conditions described at paragraphs (a) through (c) above is met; or

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(e) if any Finance Document is enforced in Italy either by way of a direct court judgment or an exequatur of a judgment rendered outside Italy.

25.10 No default

(a) No Event of Default or Default is continuing or will result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.

(b) No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has had or is reasonably likely to have a Material Adverse Effect.

25.11 No misleading information

All of the written factual information supplied by each of the Original Obligors in connection with the Finance Documents and the matters contemplated therein was (to the best of its knowledge after due and careful enquiry) true, complete and accurate in all material respects as at the date it was given and was not misleading in any material respect.

25.12

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GTECH S.P.A. (1)