AMENDMENT NO. 1
TO
CREDIT AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of August 19, 1997, to the
Credit Agreement (the "Credit Agreement"), dated as of May 22, 1997, by and
among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the "Borrower"), THE
BANK OF NEW YORK, as administrative agent (the "Administrative Agent") and as
the Issuing Bank, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Documentation
Agent, CIBC INC., CREDIT LYONNAIS LOS ANGELES BRANCH, DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS BRANCH, KEYBANK NATIONAL ASSOCIATION and UNITED
STATES NATIONAL BANK OF OREGON, as CoAgents (in such capacity, the "Co-Agents",
each, a "Co-Agent"), and the lenders party hereto (together with their
respective assigns, the "Lenders", each a "Lender").
RECITALS
A. Capitalized terms used herein which are not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement.
B. Prior to the effectiveness of this Amendment, the Aggregate Commitment Amount
was to be automatically reduced by $100,000,000 to $150,000,000 if, during the
Reserve Period, the Borrower did not fully repay the Senior Notes and satisfy
the other conditions set forth in Section 5.2.
C. The Borrower has indicated that it does not intend to repay the Senior Notes
and has requested that the Credit Agreement be amended to eliminate such
automatic reduction and to permit the full amount of the Commitments to be used
for the Borrower's general corporate purposes, including the repurchase of the
Capital Stock of the Borrower, and the Administrative Agent, the Issuing Bank
and the Lenders are willing to agree to such amendment subject to the terms and
conditions hereinafter set forth.
Accordingly, in consideration of the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. The definition of "Available Commitment Amount" contained in Section 1.1 of
the Credit Agreement is hereby amended to read as follows:
"Available Commitment Amount": as of any date and with respect
to any Lender, the amount set forth adjacent to its name under the
heading "Commitment Amount" in Exhibit A on such date or, in the
event that such Lender is not listed in Exhibit A, the "Commitment
Amount" which such Lender shall have assumed from another Lender in
accordance with Section 11.7 on or prior to such date, as the same
may be adjusted from time to time pursuant to Sections 2.5 or 11.7.
2. The definitions of "Reserve Period" and "Senior Note Reserve Amount"
contained in Section 1.1 of the Credit Agreement are hereby deleted.
3. The first sentence of Section 2.3(a) of the Credit Agreement is hereby
amended by deleting clause (B) thereof and relettering the remaining clauses
thereof accordingly.
4. Section 2.5(a) of the Credit Agreement is hereby amended by deleting the last
sentence thereof.
5. Section 2.5(c) of the Credit Agreement is hereby amended to read as follows:
(c) Intentionally Omitted
6. The first sentence of Section 2.7 of the Credit Agreement is hereby amended
to read as follows:
(i) repay the Existing Bank Debt, pay all of the Fees due hereunder, pay
the reasonable out-of-pocket fees and expenses
incurred by the Borrower in connection with the Loan
Documents and for the Borrower's general corporate
purposes not inconsistent with the provisions hereof,
including the repurchase of the Capital Stock of the
Borrower and the repayment of amounts due in respect
of the Senior Notes or the prepayment thereof.
7. The heading of Section 5 of the Credit Agreement is hereby amended to read as
follows:
5. CONDITIONS TO FIRST LOANS OR THE ISSUANCE OF
FIRST LETTERS OF CREDIT ON THE FIRST BORROWING DATE
8. Section 5.2 of the Credit Agreement is hereby amended to read as follows:
5.2 Intentionally Omitted
9. Section 8.1(v) of the Credit Agreement is hereby amended to read as follows:
(v) Indebtedness in respect of the Senior Notes,
10. Exhibit C-1 in the form annexed hereto is hereby substituted for Exhibit C-1
to the Credit Agreement.
11. The effectiveness of this Amendment is subject to the prior or simultaneous
fulfillment of the following conditions:
(a) The Administrative Agent shall have received this Amendment executed by a
duly authorized officer or officers of the Borrower and the Lenders.
(b) Except for notices required to be given to Gaming Authorities after the
execution and delivery of this Amendment, which notices are for informational
purposes only and the failure to give the same will not affect the validity or
enforceability of the Loan Documents, all consents, authorizations, approvals,
filings and exemptions of all Persons required to be obtained or made in
connection with this Amendment, including, without limitation, any required
consents, authorizations, approvals, filings and exemptions of Gaming
Authorities, shall have been obtained or made, as the case may be, and shall be
in full force and effect, and all required notices have been given and all
required waiting periods shall have expired, and the Administrative Agent shall
have received a certificate, in all respects satisfactory to the Administrative
Agent, of an executive officer of the Borrower to the foregoing effects.
12. The Borrower hereby (i) reaffirms and admits the validity and enforceability
of the Credit Agreement and the other Loan Documents and all of its obligations
thereunder, (ii) agrees and admits that it has no defenses to or offsets against
any of its obligations to the Lenders under the Loan Documents, (iii) represents
and warrants that there exists no Default or Event of Default, and (iv)
represents and warrants that each of the representations and warranties
contained in the Credit Agreement is true and correct, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties were true and correct on and as of such
earlier date and for consents, authorizations, approvals, filings and exemptions
of all Persons which are required to be obtained or made in connection with this
Amendment, including Gaming Authorities, which consents, authorizations,
approvals, filings and exemptions will have been obtained or made prior to the
effectiveness of this Amendment.
13. This Amendment may be executed in any number of counterparts, each of which
shall be an original and all of which shall constitute one amendment. It shall
not be necessary in making proof of this Amendment to produce or account for
more than one counterpart signed by the party to be charged.
14. This Amendment is being delivered in and is intended to be performed in the
State of New York and shall be construed and enforceable in accordance with, and
be governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.
15. Except as amended hereby, the Credit Agreement shall in all other respects
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
INTERNATIONAL GAME TECHNOLOGY
By:
Name:
Title:
By:
Name:
Title:
THE BANK OF NEW YORK,
individually, as Issuing Bank
and as Administrative Agent
By:
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually and as Documentation Agent
By:
Name:
Title:
CIBC INC., individually and as a Co-Agent
By:
Name:
Title:
CREDIT LYONNAIS LOS ANGELES BRANCH,
individually and as a Co-Agent
By:
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH, individually and
as a Co-Agent
By:
Name:
Title:
KEYBANK NATIONAL ASSOCIATION,
individually and as a Co-Agent
By:
Name:
Title:
UNITED STATES NATIONAL BANK OF OREGON,
individually and as a Co-Agent
By:
Name:
Title:
THE ASAHI BANK, LTD., LOS ANGELES AGENCY
By:
Name:
Title:
BANCA DI ROMA, SAN XXXXXXXXX XXXXXX
By:
Name:
Title:
BANK OF MONTREAL
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., LOS
ANGELES AGENCY
By:
Name:
Title:
FLEET BANK N.A.
By:
Name:
Title:
MICHIGAN NATIONAL BANK
By:
Name:
Title:
THE SANWA BANK, LIMITED, LOS ANGELES
BRANCH
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Name:
Title:
