AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Agreement") is made and entered
into as of this 29th day of May, 1996 among:
GTECH CORPORATION, a Delaware corporation ("Borrower"), NATIONSBANK, N.A., a
national banking association and successor in interest to NationsBank of North
Carolina, National Association, each other lender signatory hereto (each
individually, a "Lender" and collectively, the "Lenders") and THE BANK OF
AMERICA ILLINOIS, THE BANK OF NEW YORK, BANK OF MONTREAL, BANQUE PARIBAS, FLEET
NATIONAL BANK, THE BANK OF NOVA SCOTIA, and THE FIRST NATIONAL BANK OF BOSTON,
in their capacity as co-agents for the Lenders (the "Co-Agents"); and
NATIONSBANK, N.A., a national banking association and successor in interest
to NationsBank of North Carolina, National Association, in its capacity as agent
for the Lenders (in such capacity, the "Agent");
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Co-Agents and the Agent have
entered into a Credit Agreement dated as of September 15, 1994 (as amended
hereby and as from time to time further amended, supplemented or replaced, the
"Credit Agreement"), pursuant to which the Lenders agreed to make certain
revolving credit, letter of credit, swing line and competitive bid facilities
available to the Borrower; and
WHEREAS, the Borrower has requested that the Credit Agreement be amended in the
manner set forth herein and the Agent and the Lenders are willing to agree to
such amendment;
NOW, THEREFORE, in consideration of the financial performance of the
Borrower since the Closing Date and the mutual covenants and the fulfillment of
the conditions set forth herein, the parties hereto do hereby agree as follows:
1. Definitions. Any capitalized terms used herein without definition shall have
the meaning set forth in the Credit Agreement.
2. Amendment. Subject to the terms and conditions set forth herein, the
Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Margin" is hereby amended by deleting the
pricing table therein and inserting in replacement thereof the following pricing
table:
LIBOR and
Consolidated Letter of Facility
Consolidated Interest Credit Fee
Funded Coverage Applicable Applicable
Debt Ratio Ratio Margin Margin
---------------- -------------------- ------------- --------------
Tier I Equal to or Equal to or .1500% .1000%
less than and greater than
.50 to 1.00 15.00 to 1.00
Tier II Greater than Less than .2000% .1125%
.50 to 1.00 and 15.00 to 1.00 but
but less than or greater than or
equal to equal to 12.00 to
1.00 to 1.00 1.00
Tier III Greater than Less than .2500% .1250%
1.00 to 1.00 and 12.00 to 1.00 but
but less than or greater than or
equal to equal to 9.00 to 1.00
2.00 to 1.00
Tier IV Greater than Less than .3375% .1875%
2.00 to 1.00 and 9.00 to 1.00 but
but less than or greater than or
equal to equal to 7.00 to 1.00
2.25 to 1.00
Tier V Greater than Less than .4000% .2250%
2.25 to 1.00 and 7.00 to 1.00
(b) Section 8.01 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
8.01 Consolidated Funded Debt Ratio. Permit at any time the Consolidated Funded
Debt Ratio to be greater than 2.95 to 1.00.
3. Effectiveness. This Agreement shall become effective as of the date hereof
upon receipt by the Agent of (a) fifteen (15) fully executed copies of this
Agreement (which may be signed in counterparts) and (b) payment in full of the
Facility Fee to be held by the Agent for the pro rata benefit of the Lenders.
4. Representations and Warranties. In order to induce the Agent and the
Lenders to enter into this Agreement, the Borrower represents and warrants to
the Agent and the Lenders as follows:
(a) The representations and warranties made by Borrower and
each Guarantor in Article VI of the Credit Agreement and the other Loan
Documents are true and correct on and as of the date hereof, except to
the extent that such representations and warranties expressly relate to
an earlier date and except that the financial statements referred to in
Section 6.01(e)(i) of the Credit Agreement shall be deemed to be those
financial statements most recently delivered to the Agent and the
Lenders pursuant to Section 7.01 of the Credit Agreement;
(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 Agent and the Lenders
under Section 7.01(a) of the Credit Agreement, other than changes in
the ordinary course of business;
(c) The business and properties of the Borrower and its
Subsidiaries, taken as a whole, are not, and since the date of the most
recent financial report of the Borrower and its Subsidiaries received
by the Agent and the Lenders under Section 7.01(a) of the Credit
Agreement, have not been, adversely affected in any substantial way as
the result of any fire, explosion, earthquake, accident, strike,
lockout, combination of workers, flood, embargo, riot, activities of
armed forces, war or acts of God or the public enemy, or cancellation
or loss of any major contracts; and
(d) 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
under the Credit Agreement, either immediately or with the lapse of
time or the giving of notice, or both.
5.Entire Agreement. This 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.
6.Full Force and Effect of Agreement. 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 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.Governing Law. This Agreement shall in all respects be governed by the laws
and judicial decisions of the State of New York.
9. Enforceability. Should any one or more of the provisions of this Agreement be
determined to be illegal or unenforceable as to one or more of the parties
hereto, all other provisions nevertheless shall remain effective and binding on
the parties hereto.
10. Credit Agreement. All references in any of the Loan Documents to the Credit
Agreement shall mean the Credit Agreement as amended hereby.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers, all as of the day and year first
above written.
BORROWER:
GTECH CORPORATION
By: ________________________________
Name: ______________________________
Title: _____________________________
AGENT:
NATIONSBANK, N.A., as Agent for the Lenders
By: ________________________________
Name: ______________________________
Title: _____________________________
LENDERS:
NATIONSBANK, N.A.
By: ________________________________
Name: ______________________________
Title: _____________________________
TORONTO DOMINION (NEW YORK), INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
THE BANK OF NEW YORK, as Co-Agent and as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
BANK OF MONTREAL, as Co-Agent and as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
BANQUE PARIBAS, as Co-Agent and as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
FLEET NATIONAL BANK, as Co-Agent and as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
THE BANK OF NOVA SCOTIA, as Co-Agent and as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
THE FIRST NATIONAL BANK OF BOSTON, as
Co-Agent and as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
THE BANK OF TOKYO TRUST COMPANY, as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
CREDIT LYONNAIS CAYMAN ISLAND BRANCH, as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________
CREDITANSTALT CORPORATE FINANCE, INC., as a Lender
By: ________________________________
Name: ______________________________
Title: _____________________________