CLIFFORD CHANCE US LLP
INTERNATIONAL GAME TECHNOLOGY
EACH OF THE GUARANTORS NAMED HEREIN
WELLS FARGO BANK, NATIONAL ASSOCIATION
7.50% NOTES DUE 2019
AMENDMENT NO. 3
DATED AS OF APRIL 22, 2015
TO FIRST SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 15, 2009
SUPPLEMENTAL TO INDENTURE
DATED AS OF JUNE 15, 2009
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 corporation, GTECH FOREIGN HOLDINGS CORPORATION, a Delaware corporation, INVEST GAMES S.A., a public limited liability company (Société Anonyme) incorporated under the laws of Luxembourg, and GTECH RHODE ISLAND LLC, a Rhode Island limited liability company (in their respective capacities as guarantors, each, a "Holdco Subsidiary Guarantor" and, collectively, the "Holdco Subsidiary Guarantors" and, together with the Holdco Guarantor, the "Guarantors"); and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Trustee").
WHEREAS, the Company and the Trustee have executed and delivered an Indenture, dated as of June 15, 2009 (the "Base Indenture" and, together with the First Supplemental Indenture, dated as of June 15, 2009 (the "First Supplemental Indenture"), each as amended by Amendment No. 1 to First Supplemental Indenture, dated as of October 20, 2014 ("Amendment No. 1"), Amendment No. 2 to First Supplemental Indenture, dated as of April 7, 2015 ("Amendment No. 2"), and this Amendment No. 3, and as further amended or supplemented from time to time, the "Indenture"), which provides for the issuance of debt securities in an unlimited aggregate principal amount from time to time in one or more series;
WHEREAS, pursuant to the terms of the Base Indenture and the First Supplemental Indenture, the Company established and issued a series of its Securities designated as its 7.50% Notes due 2019 (the "2019 Notes");
WHEREAS, the Indenture provides that under certain circumstances a Holdco Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Holdco Subsidiary shall unconditionally guarantee all of the Companys obligations under the 2019 Notes and the Indenture on the terms and conditions set forth herein and under the Indenture;
WHEREAS, each of GTECH Canada ULC, GTECH USA, LLC, GTECH Germany GmbH, Lottomatica Holding S.r.l., GTECH Corporation, Double Down Interactive LLC, GTECH Holdings Corporation, IGT, GTECH Foreign Holdings Corporation, Invest Games S.A. and GTECH Rhode Island LLC is a Holdco Subsidiary for purposes of the Indenture, and each of such Holdco Subsidiaries has guaranteed certain Holdco Debt Securities;
WHEREAS, each of GTECH Corporation, IGT and GTECH Rhode Island LLC, in its capacity as a Guarantor, is a Relevant Guarantor for purposes of the Indenture; and
WHEREAS, Section 9.1(d) of the Base Indenture provides that the Company and the Trustee, may from time to time and at any time enter into a supplemental indenture without the consent of the Holders to provide any security for or guarantees of the 2019 Notes.
NOW, THEREFORE, the Company, the Guarantors and the Trustee hereby agree that the following Sections of this Amendment No. 3 supplement the Indenture with respect to the 2019 Notes issued thereunder, as follows:
Section 1. Capitalized Terms. Any capitalized term used herein and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.
Section 2. Guarantees.
(a) Subject to Section 6 hereof, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (each, a "Guarantee"), on a joint and several basis, to each Holder of 2019 Notes (including each Holder of 2019 Notes issued under the Indenture after the date of this Amendment No. 3) and to the Trustee and its successors and assigns on a senior basis, irrespective of the validity and enforceability of the Indenture, the 2019 Notes or the obligations of the Company hereunder or thereunder (i) the full and punctual payment of all monetary obligations of the Company under the Indenture (including obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture. Each Guarantor further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the 2019 Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defence of such Guarantor (except that such waiver or amendment shall be effective in accordance with its terms).