AMENDMENT AND RESTATEMENT
dated as of April 30, 1999
of
CREDIT AGREEMENT
dated as of May 22, 1997, as amended
by and among
INTERNATIONAL GAME TECHNOLOGY
THE LENDERS PARTY THERETO
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
U. S. BANK NATIONAL ASSOCIATION
as Co-Agents
and
THE BANK OF NEW YORK
as Administrative Agent and Issuing Bank
BNY CAPITAL MARKETS, INC.
as Lead Arranger and Book Manager
2
AMENDMENT AND RESTATEMENT (this "Amendment"), dated as of April 30, 1999,
of the Credit Agreement, dated as of May 22, 1997, by and among INTERNATIONAL
GAME TECHNOLOGY, a Nevada corporation (the "Borrower"), the Lenders party
thereto, 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 U. S. BANK
NATIONAL ASSOCIATION, as Co-Agents, and THE BANK OF NEW YORK, as Administrative
Agent (the "Administrative Agent") and as the Issuing Bank, as amended by
Amendment No. 1, dated as of August 19, 1997, Amendment No. 2, dated as of
January 16, 1998, and Amendment Xx. 0, xxxxx xx xx Xxxxx 00, 0000 (xx so
amended, the "Credit Agreement").
I. Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement.
II. The parties desire to amend and restate the Credit Agreement to the
extent set forth herein subject to the terms and conditions hereof.
Accordingly, in consideration of the terms and conditions hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement be, and the same hereby is, amended and restated in its entirety so as
to read as presently set forth therein with the following exceptions:
1. Section 1.1 of the Credit Agreement is amended by amending and restating the
following definitions to read as follows:
"Applicable Fee Percentage":
(a) With respect to the Facility Fee and the Letter of Credit
Commissions, at all times during which the applicable Pricing Level set
forth below is in effect, the percentage set forth below next to such
Pricing Level and under the applicable column:
Applicable Fee Percentage
Letter of
Facility Credit
Pricing Level Fee Commissions
Pricing Level I 0.150% 0.350%
Pricing Level II 0.180% 0.570%
Pricing Level III 0.225% 0.775%
Pricing Level IV 0.275% 0.975%
Pricing Level V 0.300% 1.200%.
(b) The Applicable Fee Percentage with respect to the Letter
of Credit Commissions shall be increased by an amount equal to 0.150%
during any period when the Leverage Ratio is greater than or equal to
4.00:1.00.
(c) Changes in the Applicable Fee Percentage resulting from a
change (i) in any rating established or deemed to have been established by
Standard & Poor's or Moody's (other than as a result of a change in the
rating system of either Standard & Poor's or Moody's) shall be effective
as of the date on which such change is first announced publicly by the
rating agency making such change or (ii) in the Leverage Ratio shall
become effective upon the date of the delivery by the Borrower to the
Administrative Agent of a Compliance Certificate pursuant to Section
7.1(c) evidencing a change in the Leverage Ratio, provided, however, that
if the Borrower shall fail to deliver a Compliance Certificate within 45
days after the end of each of the first three fiscal quarters (or 90 days
after the end of the last fiscal quarter) as required by Section 7.1(c),
the Leverage Ratio shall be deemed to be greater than 4.00:1.00 from and
including the 46th day (the 91st day in the case of the last quarter)
after the end of such fiscal quarter to the date of the delivery by the
Borrower to the Administrative Agent of a Compliance Certificate
demonstrating that the Leverage Ratio is less than 4.00:1.00.
Notwithstanding the foregoing, no reduction in the Applicable Fee
Percentage shall be effective if any Default or Event of Default shall
have occurred and be continuing.
"Applicable Margin":
(a) With respect to the unpaid principal balance of Eurodollar
Advances, in each case at all times during which the applicable Pricing
Level set forth below is in effect, the percentage set forth below next to
such Pricing Level and under the applicable column, subject to the
provisos set forth below:
Pricing Level Applicable Margin
Pricing Level I 0.350% Pricing Level II 0.570% Pricing Level III
0.775% Pricing Level IV 0.975% Pricing Level V 1.200%.
(b) The Applicable Margin shall be increased by an amount
equal to 0.150% during any period when the Leverage Ratio is greater than
or equal to 4.00:1.00.
(c) Changes in the Applicable Margin resulting from a change
(i) in any rating established or deemed to have been established by
Standard & Poor's or Moody's (other than as a result of a change in the
rating system of either Standard & Poor's or Moody's) shall be effective
as of the date on which such change is first announced publicly by the
rating agency making such change or (ii) in the Leverage Ratio shall
become effective upon the date of the delivery by the Borrower to the
Administrative Agent of a Compliance Certificate pursuant to Section
7.1(c) evidencing a change in the Leverage Ratio, provided, however, that
if the Borrower shall fail to deliver a Compliance Certificate within 45
days after the end of each of the first three fiscal quarters (or 90 days
after the end of the last fiscal quarter) as required by Section 7.1(c),
the Leverage Ratio shall be deemed to be greater than 4.00:1.00 from and
including the 46th day (the 91st day in the case of the last quarter)
after the end of such fiscal quarter to the date of the delivery by the
Borrower to the Administrative Agent of a Compliance Certificate
demonstrating that the Leverage Ratio is less than 4.00:1.00.
Notwithstanding the foregoing, no reduction in the Applicable Margin shall
be effective if any Default or Event of Default shall have occurred and be
continuing.
"Pricing Level": Pricing Level I, Pricing Level II, Pricing
Level III, Pricing Level IV or Pricing Level V, as applicable. In
determining the appropriate Pricing Level, in the event that the Senior
Debt Rating by Standard & Poor's and Moody's (i) is split-rated by one
level, the higher of such Senior Debt Ratings shall be used and (ii) is
split-rated by more than one level, then the average of such Senior Debt
Ratings (rounded to the nearest higher Senior Debt Rating) shall be used.
"Pricing Level I": the applicable Pricing Level any time when
the Borrower's Senior Debt Rating is equal to BBB or higher by Standard
and Poor's or Baa2 or higher by Moody's.
"Pricing Level II": the applicable Pricing Level any time when
the Borrower's Senior Debt Rating is equal to BBB- or higher by Standard
and Poor's or Baa3 or higher by Moody's and Pricing Level I is not
applicable.
"Pricing Level III": the applicable Pricing Level any time
when the Borrower's Senior Debt Rating is equal to BB+ or higher by
Standard and Poor's or Ba1 or higher by Moody's and neither Pricing Level
I nor Pricing Level II is applicable.
"Pricing Level IV": the applicable Pricing Level any time when
the Borrower's Senior Debt Rating is equal to BB or higher by Standard and
Poor's or Ba2 or higher by Moody's and none of Pricing Level I, Pricing
Level II or Pricing Level III are applicable.
"Pricing Level V": the applicable Pricing Level any time when
(i) the Borrower's Senior Debt Rating is equal to BB- or lower by Standard
and Poor's or Ba3 or lower by Moody's and none of Pricing Level I, Pricing
Level II, Pricing Level III or Pricing Level IV are applicable or (ii) if
the Borrower ceases to have a Senior Debt Rating.
2. The definition "Leverage Ratio" contained in Section 1.1 of the Credit
Agreement is amended by adding to the end of such definition the following
sentence:
For purposes of this defined term, Consolidated Total Debt shall be
adjusted so as to subtract from Consolidated Total Debt all cash and Cash
Equivalents of the Borrower and its Subsidiaries (other than cash and Cash
Equivalents in respect of Jackpot Assets), determined on a Consolidated
basis in accordance with GAAP, on such date in excess of $10,000,000.
3. Section 1.1 of the Credit Agreement is amended by adding the following new
definitions in their respective alphabetical order:
"Amendment Effective Date": as defined in the Amendment and
Restatement, dated as of April 30, 1999, of this Agreement.
"Applicable Utilization Fee Percentage": with respect to the
Utilization Fee, a percentage equal to (i) during any period when Total
Facility Usage is less than or equal to 0.3333, 0.000%, (ii) during any
period when Total Facility Usage is greater than 0.3333 but less than or
equal to 0.6667, 0.050%, and (iii) during any period when Total Facility
Usage is greater than 0.6667, 0.125%.
"Excess Cash Flow": for any period, Consolidated EBITDA minus,
without duplication, the sum of each of the following with respect to the
Borrower and its Subsidiaries, determined on a Consolidated basis in
accordance with GAAP, (i) Consolidated Interest Expense during such period
(other than with respect to all interest paid or accrued during such
period in respect of Jackpot Liabilities), (ii) provision for taxes during
such period, (iii) all scheduled payments of principal on Consolidated
Total Debt (other than the Loans on the Maturity Date) during such period,
and (iv) Capital Expenditures made during such period.
"Interest Coverage Ratio": at any date of determination, the
ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense
minus all interest paid or accrued during such period in respect of
Jackpot Liabilities, for the four fiscal quarter period ending on such
date or, if such date is not the last day of a fiscal quarter, for the
immediately preceding four fiscal quarter period.
"Total Facility Usage": as of any date, a fraction
(expressed as a decimal) the numerator of which is the Aggregate Credit
Exposure, and the denominator of which is the Aggregate Available
Commitment Amount.
"Utilization Fee": as defined in Section 3.2(d).
4. Section 2.11(a) of the Credit Agreement is amended by (i) inserting after the
phrase "of the Facility Fee," appearing on the second line therein the phrase
"the Utilization Fee,", and (ii) inserting after the phrase "the Facility Fee"
appearing on the fourth line therein the phrase ", the Utilization Fee".
5. Section 3.2 of the Credit Agreement is amended by adding to the end thereof
the following new subsection (d):
(d) Utilization Fee. The Borrower agrees to pay to the
Administrative Agent, for the account of (i) in respect of Revolving
Credit Loans and Letter of Credit Exposure, the Lenders in accordance with
each Lender's Commitment Percentage, and (ii) in respect of Competitive
Bid Loans, each Lender making a Competitive Bid Loan during such period
pro rata among all such Lenders, a fee (the "Utilization Fee"), during the
period from the Amendment Effective Date through the Maturity Date, at a
rate per annum equal to the Applicable Utilization Fee Percentage on the
average daily amount during the relevant calculation period of the
Aggregate Credit Exposure. The Utilization Fee shall be payable (A)
quarterly in arrears on the last day of each March, June, September and
December during such period commencing on the first such day following the
Amendment Effective Date, and (B) on the Maturity Date. The Utilization
Fee shall be calculated on the basis of a 360-day year for the actual
number of days elapsed. The Administrative Agent shall xxxx the Borrower
for the amount due at least two days prior to the date on which such
Utilization Fees are due, provided that any failure of the Administrative
Agent to render such xxxx shall in no way affect the Borrower's obligation
to pay such Utilization Fees at such specified times.
6. Section 7.11(a) of the Credit Agreement is amended and restated in its
entirety to read as follows:
(a) Leverage Ratio. Maintain at all times a Leverage Ratio of
not greater than the applicable ratio set forth below opposite the
applicable period set forth below:
Period Ratio
Amendment Effective Date
through December 31, 1999 4.25:1.00
January 1, 2000 through
March 31, 2001 4.00:1.00
April 1, 2001 through
December 31, 2001 3.75:1.00
January 1, 2002 and
thereafter 3.50:1.00
7. Section 7.11 of the Credit Agreement is amended by adding to the end thereof
the following new subsection (d):
(d) Interest Coverage Ratio. Maintain at all times an Interest
Coverage Ratio of not less than the applicable ratio set forth below
opposite the applicable period set forth below:
Period Ratio
Amendment Effective Date
through September 30, 2000 2.50:1.00
October 1, 2000 through
September 30, 2001 2.75:1.00
October 1, 2001 and
thereafter 3.00:1.00
8. Section 8.6(ii) of the Credit Agreement is amended by inserting immediately
prior to the period located at the end thereof the following phrase:
, provided further that, if at any time the Borrower's Senior Debt Rating
shall equal BB- or lower by Standard and Poor's and Ba3 or lower by
Moody's, any such Restricted Payment, together with all other Restricted
Payments made pursuant to this clause (ii), shall not exceed 50% of
cumulative Excess Cash Flow calculated for the period from the Effective
Date through the last fiscal quarter preceding such Restricted Payment.
9. Exhibit E to the Credit Agreement is amended, restated and replaced with
Exhibit E attached hereto.
10. Paragraphs 1 - 9 of this Amendment shall not be effective until such date
(the "Amendment Effective Date") as each of the following conditions shall have
been fulfilled:
(a) The Administrative Agent shall have received this Amendment
executed by a duly authorized officer or officers of the Administrative Agent,
the Issuing Bank, the Required Lenders, and the Borrower.
(b) Standard and Poor's and Moody's shall have publicly announced
the Borrower's Senior Debt Rating to equal (i) BB+ or higher by Standard and
Poor's, and (ii) Ba1 or higher by Moody's, 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 effect.
(c) The consummation of the Borrower's Rule 144A debt offering that
is the subject of the press release of the Borrower dated April 28, 1999 (in
such principal amount as is approved by the Borrower) shall have occurred.
(d) 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.
(e) The Administrative Agent shall have received for the account of
each Lender executing this Amendment and delivering its signature page hereto
(or a facsimile thereof) to Special Counsel prior to 5:00 p.m. (New York City
time) on April 30, 1999, a fee equal to 0.075% of such Lender's Commitment.
(f) The Administrative Agent shall have received an opinion of
counsel to the Borrower, in form and substance satisfactory to the
Administrative Agent.
(g) The Borrower shall pay (i) all costs and expenses of the
Administrative Agent (including the reasonable fees and disbursements of Special
Counsel) incurred in connection with the preparation, negotiation and closing of
this Amendment and (ii) all fees which it has agreed in writing to pay in
connection with this Amendment.
(h) All legal matters incident to the execution and delivery of this
Amendment shall be reasonably satisfactory to Special Counsel.
11. 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.
12. 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.
13. 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.
14. 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 and
Restatement 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:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
THE BANK OF NEW YORK, individually, as
Issuing Bank and as Administrative Agent
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually and as Documentation Agent
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
CIBC INC., individually and as a Co-Agent
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
CREDIT LYONNAIS LOS ANGELES BRANCH,
individually and as a Co-Agent
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH, individually and
as a Co-Agent
By:
Name:
Title:
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
KEYBANK NATIONAL ASSOCIATION,
individually and as a Co-Agent
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
U. S. BANK NATIONAL ASSOCIATION,
individually and as a Co-Agent
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
BANCA DI ROMA, SAN XXXXXXXXX XXXXXX
By:
Name:
Title:
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
BANK OF MONTREAL
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
THE DAI-ICHI KANGYO BANK, LTD., NEW YORK
BRANCH
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
FLEET BANK N.A.
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
MICHIGAN NATIONAL BANK
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
THE SANWA BANK, LIMITED, LOS ANGELES
BRANCH
By:
Name:
Title:
INTERNATIONAL GAME TECHNOLOGY
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
CONSENTED TO BY:
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
