Georgia Worldwide PLC Sample Contracts

AutoNDA by SimpleDocs
GTECH S.P.A. (1)
Loan Agreement • July 26th, 2019 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York

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, 17 December 2018, and 23 July 2019 and made

AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL GAME TECHNOLOGY PLC IGNITE ROTATE LLC EVERI HOLDINGS INC. VOYAGER PARENT, LLC and VOYAGER MERGER SUB, INC. Dated as of July 26, 2024
Merger Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer”); and (e) VOYAGER MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Buyer (“Buyer Sub”) (each a “Party” and together, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Contract
Board Observer Agreement • March 12th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • England
SEPARATION AND SALE AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PlC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024
Separation and Sale Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation

This SEPARATION AND SALE AGREEMENT (this “Agreement”) is entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PlC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer”); (each a “Party” and together, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

SUPPORT AGREEMENT
Support Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • Delaware

This Support Agreement (this “Agreement”) is made and entered into as of July 26, 2024 (the “Agreement Date”), by and among Voyager Parent, LLC, a Delaware limited liability company (“Buyer”) Everi Holdings Inc., a Delaware corporation (“Merger Partner”), International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Remainco (“Spinco”), and the shareholder of Remainco listed on Schedule A and the signature pages hereto (“Shareholder”). Each of Buyer, Merger Partner, Remainco, Spinco and Shareholder is sometimes referred to as a “Party” and are sometimes collectively referred to as the “Parties”

SEPARATION AND DISTRIBUTION AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, INTERNATIONAL GAME TECHNOLOGY and EVERI HOLDINGS INC. Dated as of February 28, 2024
Separation and Distribution Agreement • February 29th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • Delaware
Contract
Supplemental Indenture • March 3rd, 2020 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 20, 2019, among INTERNATIONAL GAME TECHNOLOGY PLC (the “Issuer”), BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee (the “Trustee”), and NATWEST MARKETS PLC, as Security Agent (the “Security Agent”).

13,200,000 ORDINARY SHARES, NOMINAL VALUE $0.10 PER SHARE INTERNATIONAL GAME TECHNOLOGY PLC UNDERWRITING AGREEMENT
Underwriting Agreement • May 25th, 2018 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York
CONFIDENTIAL
Senior Facility Agreement • July 26th, 2019 • International Game Technology PLC • Services-miscellaneous amusement & recreation

Request - Senior Facility Agreement dated 25 July 2017, as amended 18 December 2018, for the €1,500,000,000 term loan facility among International Game Technology PLC, as the Borrower; the entities listed in Part I of Schedule 1 thereto, as the Original Guarantors; Bank of America Merrill Lynch International Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the financial institutions listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca - Banca di Credito Finanziario S.p.A., as the Agent (the “Senior Facility Agreement”)

CONFIDENTIAL
Senior Facility Agreement • May 13th, 2020 • International Game Technology PLC • Services-miscellaneous amusement & recreation

First Amended and Restated Third Amendment Request ‑ Senior Facility Agreement dated 25 July 2017, as amended 18 December 2018 and 18 July 2019, for the €1,500,000,000 term loan facility among the Company, as the Borrower; the entities listed in Part I of Schedule 1 thereto, as the Original Guarantors; Bank of America Merrill Lynch International Designated Activity Company (formerly Bank of America Merrill Lynch International Limited) and Mediobanca ‑ Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the financial institutions listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca, as the Agent (the "Senior Facility Agreement")

CONFIDENTIAL
Senior Facilities Agreement • December 21st, 2018 • International Game Technology PLC • Services-miscellaneous amusement & recreation

Fifth Amendment Request - Senior Facilities Agreement dated 4 November 2014, as amended 2 April 2015, 28 October 2015, 26 July 2016 and 31 July 2017, for the US$1,200,000,000 and €725,000,000 multicurrency revolving credit facilities among International Game Technology PLC (as successor-by-merger with GTECH S.p.A.), as the Parent and a Borrower; IGT Global Solutions Corporation (formerly known as GTECH Corporation), as a Borrower; J.P. Morgan Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule 1 thereto, as the Arrangers; the financial institutions listed in Part IIA of Schedule 1 thereto, as the Original Lenders; The Royal Bank of Scotland plc, as the Agent; The Royal Bank of Scot

Board Observer Agreement
Board Observer Agreement • May 30th, 2018 • International Game Technology PLC • Services-miscellaneous amusement & recreation • England

This agreement (the “Agreement”) is made effective as of 18 May 2018, by International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and De Agostini S.p.A., a società per azioni organized under the laws of Italy (the “Shareholder”).

REAL ESTATE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY plc, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024
Real Estate Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation

This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); and (d) VOYAGER PARENT, llc, a Delaware limited liability company (“Buyer”, and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

CONFIDENTIAL
Senior Facilities Agreement • May 13th, 2020 • International Game Technology PLC • Services-miscellaneous amusement & recreation

First Amended and Restated Seventh Amendment Request ‑ Senior Facilities Agreement dated 4 November 2014, as amended 2 April 2015, 28 October 2015, 26 July 2016, 31 July 2017, 17 December 2018 and 24 July 2019, for the US$1,050,000,000 and €625,000,000 multicurrency revolving credit facilities among International Game Technology PLC (as successor‑by‑merger with GTECH S.p.A.), as the Parent and a Borrower; IGT Global Solutions Corporation (formerly known as GTECH Corporation), as a Borrower; J.P. Morgan Limited and Mediobanca ‑ Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule 1 thereto, as the Arrangers; the financial institutions listed in Part IIA of Schedule 1 thereto, as the Original Lenders; The Roy

AutoNDA by SimpleDocs
INTERNATIONAL GAME TECHNOLOGY as Issuer EACH OF THE GUARANTORS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Amendment No. 3 to First Supplemental Indenture • May 15th, 2015 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York

AMENDMENT NO. 3 TO FIRST SUPPLEMENTAL INDENTURE, dated as of April 22, 2015 (this “AMENDMENT NO. 3”), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the “Company”); INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (formerly known as Georgia Worldwide PLC and successor by merger to GTECH S.p.A.) (“Holdco” and, in its capacity as guarantor, the “Holdco Guarantor”); GTECH CANADA ULC, a Nova Scotia unlimited liability company, GTECH USA, LLC, a Nevada limited liability company, GTECH GERMANY GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, LOTTOMATICA HOLDING S.R.L., a limited liability company (Società a Responsabilità Limitata) incorporated under the laws of Italy, GTECH CORPORATION, a Delaware corporation, DOUBLE DOWN INTERACTIVE LLC, a Washington limited liability company, GTECH HOLDINGS CORPORATION, a Delaware corporation, IGT, a Nevada corporat

INTERNATIONAL GAME TECHNOLOGY as Company WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and THE ROYAL BANK OF SCOTLAND PLC as Security Agent AMENDMENT NO. 4 Dated as of February 28, 2018 TO FIRST SUPPLEMENTAL INDENTURE Dated as of June 15, 2009...
First Supplemental Indenture • March 15th, 2018 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York

AMENDMENT NO. 4 TO FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2018 (this "Amendment No. 4"), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the "Company"); WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Trustee"), and THE ROYAL BANK OF SCOTLAND PLC, a public limited company organized under the laws of England and Wales (the "Security Agent").

INTERNATIONAL GAME TECHNOLOGY as Issuer EACH OF THE GUARANTORS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Amendment No. 2 to Third Supplemental Indenture • May 15th, 2015 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York

AMENDMENT NO. 2 TO THIRD SUPPLEMENTAL INDENTURE, dated as of April 22, 2015 (this “Amendment No. 2”), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the “Company”); INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (formerly known as Georgia Worldwide PLC and successor by merger to GTECH S.p.A.) (“Holdco” and, in its capacity as guarantor, the “Holdco Guarantor”); GTECH CANADA ULC, a Nova Scotia unlimited liability company, GTECH USA, LLC, a Nevada limited liability company, GTECH GERMANY GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, LOTTOMATICA HOLDING S.R.L., a limited liability company (Società a Responsabilità Limitata) incorporated under the laws of Italy, GTECH CORPORATION, a Delaware corporation, DOUBLE DOWN INTERACTIVE LLC, a Washington limited liability company, GTECH HOLDINGS CORPORATION, a Delaware corporation, IGT, a Nevada corporat

EMPLOYEE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024
Employee Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”) and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer,” and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

CONFIDENTIAL
Senior Facilities Agreement • July 26th, 2019 • International Game Technology PLC • Services-miscellaneous amusement & recreation

Request - Senior Facilities Agreement dated 4 November 2014, as amended 2 April 2015, 28 October 2015, 26 July 2016, 31 July 2017 and 17 December 2018, for the US$1,200,000,000 and €725,000,000 multicurrency revolving credit facilities among International Game Technology PLC (as successor-by-merger with GTECH S.p.A.), as the Parent and a Borrower; IGT Global Solutions Corporation (formerly known as GTECH Corporation), as a Borrower; J.P. Morgan Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the entities listed in Part V of Schedule 1 thereto, as the Arrangers; the financial institutions listed in Part IIA of Schedule 1 thereto, as the Original Lenders; The Royal Bank of Scotland plc, as the Agent; The Royal Bank of Sc

CONFIDENTIAL
Senior Facility Agreement • December 21st, 2018 • International Game Technology PLC • Services-miscellaneous amusement & recreation

First Amendment Request - Senior Facility Agreement dated 25 July 2017 for the €1,500,000,000 term loan facility among International Game Technology PLC, as the Borrower; the entities listed in Part I of Schedule 1 thereto, as the Original Guarantors; Bank of America Merrill Lynch International Limited and Mediobanca - Banca di Credito Finanziario S.p.A., as the Global Coordinators, Bookrunners and Mandated Lead Arrangers; the entities listed in Part III of Schedule 1 thereto, as the Bookrunners and Mandated Lead Arrangers, the entities listed in Part IV of Schedule 1 thereto, as the Mandated Lead Arrangers; the financial institutions listed in Part II of Schedule 1 thereto, as the Original Lenders; and Mediobanca - Banca di Credito Finanziario S.p.A., as the Agent (the “Senior Facility Agreement”)

Dated 6 December 2020 Share Sale and Purchase Agreement relating to the sale and acquisition of Lottomatica Videolot Rete S.p.A. and Lottomatica Scommesse S.r.l. among Lottomatica Holding S.r.l. as the Seller International Game Technology PLC as the...
Share Sale and Purchase Agreement • March 2nd, 2021 • International Game Technology PLC • Services-miscellaneous amusement & recreation

This SHARE SALE AND PURCHASE AGREEMENT (this “Agreement”) is entered into on 6 December 2020 by and among Lottomatica Holding S.r.l., a società a responsabilità limitata incorporated under the laws of Italy, having its registered office at Viale del Campo Boario 56/D, 00154 Rome, Italy, and registered with the Companies Register of Rome (Registro delle Imprese di Roma) under no. 13044331000 (the “Seller”); International Game Technology PLC, a public limited company incorporated under the laws of England and Wales, having its registered office at Marble Arch House, Second Floor, 66 Seymour Street, London W1H 5BT, England, and registered with Companies House under no. 09127533 (the “Guarantor”); and Gamenet Group S.p.A., a società per azioni incorporated under the laws of Italy, having its registered office at Via degli Aldobrandeschi, 300, 00163 Rome, Italy, and registered with Companies Register of Rome (Registro delle Imprese di Roma) under no. 13917321005 (the “Buyer”).

INTERNATIONAL GAME TECHNOLOGY as Issuer EACH OF THE GUARANTORS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Amendment No. 2 to Second Supplemental Indenture • May 15th, 2015 • International Game Technology PLC • Services-miscellaneous amusement & recreation • New York

AMENDMENT NO. 2 TO SECOND SUPPLEMENTAL INDENTURE, dated as of April 22, 2015 (this “Amendment No. 2”), among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the “Company”); INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (formerly known as Georgia Worldwide PLC and successor by merger to GTECH S.p.A.) (“Holdco” and, in its capacity as guarantor, the “Holdco Guarantor”); GTECH CANADA ULC, a Nova Scotia unlimited liability company, GTECH USA, LLC, a Nevada limited liability company, GTECH GERMANY GMBH, a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, LOTTOMATICA HOLDING S.R.L., a limited liability company (Società a Responsabilità Limitata) incorporated under the laws of Italy, GTECH CORPORATION, a Delaware corporation, DOUBLE DOWN INTERACTIVE LLC, a Washington limited liability company, GTECH HOLDINGS CORPORATION, a Delaware corporation, IGT, a Nevada corpora

TAX MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024
Tax Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation

This TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”) and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer,” and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

SHARE PURCHASE AGREEMENT(in respect of Lis Holding S.p.A.)
Share Purchase Agreement • March 3rd, 2022 • International Game Technology PLC • Services-miscellaneous amusement & recreation

(for the purposes of this Agreement, the Seller and the Purchaser are jointly referred to as the “Parties” and each of them also as a “Party”)

Deed of agreement
Licensing Agreement • November 21st, 2014 • Georgia Worldwide PLC • Services-miscellaneous amusement & recreation

DEED OF AGREEMENT FOR THE RELATIONSHIP OF LICENSE HAVING AS SUBJECT MATTER THE REALIZATION AND OPERATION OF THE DATA COMMUNICATION MANAGEMENT NETWORK FOR GAMING BY MEANS OF APPARATUSES FOR ENJOYMENT AND ENTERTAINMENT PROVIDED FOR BY ARTICLE 110, PARAGRAPH 6 OF THE CONSOLIDATING ACT FOR PUBLIC SAFETY LAWS PURSUANT TO ROYAL DECREE JUNE 18, 1931, NO. 773 AS AMENDED, AS WELL AS THE ASSOCIATED ACTIVITIES AND FUNCTIONS

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!