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Exhibit 4.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment Agreement") is made and entered into as of this 26th day of February,
1999 (the "Effective Date"), by and among GTECH CORPORATION, a Delaware
corporation having its principal place of business in West Greenwich, Rhode
Island (the "Borrower"), NATIONSBANK, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America ("NationsBank"), in its capacity as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), THE BANK OF NEW YORK, a New York
chartered bank, in its capacity as Documentation Agent for the Lenders (in such
capacity, the "Documentation Agent"), BANK OF MONTREAL, PARIBAS, FLEET NATIONAL
BANK, THE BANK OF NOVA SCOTIA AND BANKBOSTON, N.A., in their capacity as
co-agents for the Lenders (in such capacity, the "Co-Agents" and together with
the Administrative Agent and the Documentation Agent, the "Agents"), and the
Lenders from time to time party to the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agents have entered into that
certain Amended and Restated Credit Agreement dated as of June 18, 1997 (as
amended, modified, restated, amended and restated or supplemented from time to
time, the "Credit Agreement"), pursuant to which the Lenders have made available
to the Borrower a revolving credit facility; including thereunder a letter of
credit facility. Capitalized terms not otherwise defined herein shall have the
respective meanings assigned thereto in the Credit Agreement; and
WHEREAS, the Borrower has requested that the Agents and the Lenders agree
to amend the Credit Agreement in certain respects as set forth herein; and
WHEREAS, the Agents and the Lenders have agreed to amend the Credit
Agreement; and
NOW, THEREFORE, in consideration of the premises and conditions herein set
forth, it is hereby agreed as follows:
1. Amendments to Credit Agreement. The Credit Agreement is hereby
amended, effective as of the Effective Date, as follows:
(a) Section 1.02 of the Credit Agreement is hereby amended by
deleting the definition of "Consolidated Shareholders' Equity" and
inserting in its place the following:
"Consolidated Shareholders' Equity" means, at any time as of
which the amount thereof is to be determined, shareholders' equity
of the Parent, the Borrower and its Subsidiaries as
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determined in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis; provided, however, that in
calculating Consolidated Shareholders' Equity, any amount of
Brazilian foreign currency translation adjustment, whether positive
or negative, shall be excluded in all cases.
(b) Section 1.02 of the Credit Agreement is hereby amended by
adding each of the following definitions in their proper alphabetical order in
the Credit Agreement:
"Year 2000 Compliant" means all computer applications
(including those affected by information received from its suppliers
and vendors) that are material to the Borrower's or any of its
Subsidiaries' business and operations are able to perform properly
date-sensitive functions involving all dates on and after January 1,
2000.
"Year 2000 Problem" means the risk that computer applications
used by the Borrower or any of its Subsidiaries (including those
affected by information received from its suppliers and vendors) may
be unable to recognize and perform properly date-sensitive functions
involving certain dates on and after January 1, 2000.
(c) Section 6.01 of the Credit Agreement is hereby amended by
adding the following new subsection (u):
(u) The Borrower and its Subsidiaries have (i) initiated a
review and assessment of all areas within its and each of its
Subsidiaries' business and operations (including those affected by
information received from suppliers and vendors) that could
reasonably be expected to be adversely affected by the Year 2000
Problem, (ii) have developed a plan and timeline for addressing the
Year 2000 Problem on a timely basis, and (iii) to date, have
implemented that plan on a timely basis. The Borrower intends that
all computer applications (including those affected by information
received from its suppliers and vendors) that are material to its or
any of its Subsidiaries' business and operations will, no later than
September 9, 1999, be Year 2000 Compliant, except to the extent that
a failure to do so could not reasonably be expected to have Material
Adverse Effect.
(d) Section 8.03 of the Credit Agreement is hereby deleted in its
entirety and the following new Section 8.03 is inserted in replacement thereof:
8.03 Consolidated Shareholders' Equity. Permit at any time
Consolidated Shareholders' Equity to be less than (a) $200,000,000
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during the current Fiscal Year and each Fiscal Year to and including
the Fiscal Year ending on the last Saturday of February 2000, and
(b) during each Fiscal Year thereafter, beginning with the Fiscal
Year commencing immediately following the last Saturday of February
2000, an amount equal to the sum of (i) the amount of Consolidated
Shareholders' Equity required under this Section 8.03 for the
immediately preceding Fiscal Year plus (ii) fifty percent (50%) of
Consolidated Net Income during the immediately preceding Fiscal
Year; provided, however, in no event shall the Consolidated
Shareholders' Equity requirement be decreased as a result of a net
loss of the Borrower and its Subsidiaries (i.e., negative
Consolidated Net Income) for any Fiscal Year. Any increase
calculated pursuant hereto shall be determined based upon financial
statements delivered in accordance with Section 7.01(a) hereof;
provided, however such increase shall be deemed effective as of the
first day of the Fiscal Year in which such financial statements are
delivered.
(e) The Credit Agreement is hereby amended by adding the following
new Section 7.20:
7.20 Year 2000 Compliance. In the event the Borrower discovers
or determines that any computer application (including those
affected by information received from its suppliers and vendors)
that is material to its or any of its Subsidiaries' business and
operations will not be Year 2000 Compliant on or before September 9,
1999, the Borrower will, promptly upon such discovery or
determination, deliver to the Administrative Agent and the Lenders
(i) a notice setting forth the identity of those applications and/or
systems that will not be Year 2000 Compliant on or before September
9, 1999, and the nature of the problem with such applications and/or
systems becoming Year 2000 Compliant, and (ii) a summary of the
Borrower's plan for of making such applications and/or systems Year
2000 Compliant in a timely manner and in no event later than
December 31, 1999. Notwithstanding the foregoing sentence, all
computer applications (including those affected by information
received from its suppliers and vendors) that are material to the
Borrower's or any of its Subsidiaries' business and operations will
be Year 2000 Compliant on or before December 31, 1999.
2. Consent of Guarantors. Each of the Guarantors joins in the execution
of this Amendment Agreement for the purposes of consenting to the amendments to
the Credit Agreement contained herein and for the further purpose of confirming
its guaranty of Obligations (among other things) as provided in the Guaranty
Agreement.
3. Conditions Precedent to Effectiveness. The effectiveness of this
Amendment Agreement shall be subject to fulfillment of the following conditions
precedent:
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(a) the Administrative Agent shall have received fifteen (15)
counterparts of this Amendment Agreement duly executed by the Borrower and
the Guarantors.
(b) the Administrative Agent shall have received evidence from the
Borrower either (i) of the existence in the Private Placement Debt
documents of a covenant measuring the net worth of the Borrower that is no
more restrictive, as determined by the Administrative Agent in its sole
discretion, than the Consolidated Shareholders' Equity covenant contained
in Section 8.03 of the Credit Agreement, or (ii) that the Private
Placement Debt documents do not contain a covenant measuring the net worth
of the Borrower.
(c) the Administrative Agent shall have received, for the benefit of
each of the Lenders according to their respective Applicable Commitment
Percentages as of the date hereof, an amendment fee equal to one-eighth of
one percent (1/8%) of the Total Revolving Credit Commitment as of the date
hereof; and
(d) the Administrative Agent shall have received all other
documents, and the Borrower shall have taken all other actions, necessary
in the reasonable discretion of the Administrative Agent to effectuate the
purpose and intent of this Amendment Agreement.
4. Representations and Warranties. By its execution and delivery of
this Amendment Agreement, the Borrower represents and warrants to the Agents and
the Lenders as follows:
(a) The representations and warranties made by the Borrower in
Article VI of the Credit Agreement are true and correct on and as of the
date hereof;
(b) There has been no material adverse change in the condition,
financial or otherwise, of the Borrower and its Subsidiaries, taken as a
whole, since the date of the most recent financial reports of the Borrower
received by the Administrative Agent and the Lenders under Section 7.01 of
the Credit Agreement; and
(c) No event has occurred and is continuing which constitutes, and
no condition exists which upon the consummation of the transaction
contemplated hereby would constitute, a Default or an Event of Default on
the part of the Borrower under the Credit Agreement.
5. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set
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forth shall bind any party hereto, and no one of them has relied on any such
promise, condition, representation or warranty.
6. Full Force and Effect of Credit Agreement and other Loan Documents.
Except as hereby specifically amended, modified or supplemented, the Credit
Agreement and all other Loan Documents are hereby confirmed and ratified in all
respects and shall remain in full force and effect according to their respective
terms.
7. Counterparts. This Amendment Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
8. Credit Agreement. All references in any of the Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement as amended hereby.
9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be
duly executed by their duly authorized representatives, all as of the day and
year first above written.
BORROWER:
GTECH CORPORATION
By:__________________________________
Name:________________________________
Title:_______________________________
GUARANTORS:
GTECH TRANSACTIVE GTECH HOLDINGS
RHODE ISLAND CORPORATION CORPORATION
CORPORATION
By:______________________ By:______________________ By:______________________
Name:____________________ Name:____________________ Name:____________________
Title:___________________ Title:___________________ Title:___________________
AGENTS:
NATIONSBANK, NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders
By:__________________________________
Name:________________________________
Title:_______________________________
AMENDMENT NO. 1
SIGNATURE PAGE 1 OF 4
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THE BANK OF NEW YORK, as Documentation
Agent for the Lenders
By:___________________________________
Name:_________________________________
Title:________________________________
LENDERS:
NATIONSBANK, NATIONAL ASSOCIATION
By:___________________________________
Name:_________________________________
Title:________________________________
THE BANK OF NEW YORK
By:___________________________________
Name:_________________________________
Title:________________________________
BANK OF MONTREAL
By:___________________________________
Name:_________________________________
Title:________________________________
AMENDMENT XX. 0
XXXXXXXXX XXXX 0 XX 0
0
XXXXXXX
By:___________________________________
Name:_________________________________
Title:________________________________
By:___________________________________
Name:_________________________________
Title:________________________________
FLEET NATIONAL BANK
By:___________________________________
Name:_________________________________
Title:________________________________
THE BANK OF NOVA SCOTIA
By:___________________________________
Name:_________________________________
Title:________________________________
BANKBOSTON, N.A.
By:___________________________________
Name:_________________________________
Title:________________________________
AMENDMENT NO. 1
SIGNATURE PAGE 3 OF 4
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BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:___________________________________
Name:_________________________________
Title:________________________________
CREDIT LYONNAIS NEW YORK BRANCH
By:___________________________________
Name:_________________________________
Title:________________________________
MELLON BANK, N.A.
By:___________________________________
Name:_________________________________
Title:________________________________
COMMERZBANK AG, NEW YORK BRANCH
By:___________________________________
Name:_________________________________
Title:________________________________
AMENDMENT NO. 1
SIGNATURE PAGE 4 OF 4
