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Exhibit 10.2

GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004

TEL: (212) 902-1000

Opening Transaction

To:

 

International Game Technology

9295 Prototype Drive

Reno, Nevada 89521

A/C:

028320836

From:

 

Goldman, Sachs & Co.

Re:

Convertible Bond Hedge Transaction

Ref. No:

SDB1630456240

Date:

May 5, 2009

 

Dear Sir(s):

The purpose of this communication (this “ Confirmation ”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “ Transaction ”) between Goldman, Sachs & Co. (“ Dealer ”) and International Game Technology (“ Counterparty ”).  This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

 


1.

This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “ 2006 Definitions ”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “ Equity Definitions ”, and together with the 2006 Definitions, the “ Definitions ”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ ISDA ”).  In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern.  Certain defined terms used herein have the meanings assigned to them in the Offering Circular dated May 5, 2009 (the “ Offering Circular ”) and the Indenture to be dated as of the closing date of the initial issuance of the convertible securities described below between Counterparty and Wells Fargo, National Association, as trustee (the “ Indenture ”), each relating to the USD725,000,000 principal amount of 3.25% convertible notes due May 1, 2014 (the “ Convertible Securities ”).  In the event of any inconsistency between the terms defined in the Indenture or defined in the Offering Circular and this Confirmation, this Confirmation shall govern.  For the avoidance of doubt, references herein to sections of the Indenture are based on the description of the Convertible Securities set forth in the Offering Circular.  If any relevant provisions of the Indenture differ in any material respect from those described in the Offering Circular, the parties will, if appropriate, amend this Confirmation in good faith to preserve the economic intent of the parties.  The parties further acknowledge that references to the Indenture herein are references to the Indenture as in effect on the date of its execution and if the Indenture is amended, modified or supplemented following its execution, any such amendment, modification or supplement will be disregarded for purposes of this Confirmation (other than Section 8(b)(ii) below) unless the parties agree otherwise in writing.  The Transaction is subject to early unwind if the closing of the Convertible Securities is not consummated for any reason, as set forth below in Section 8(k).

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates.  This Confirmation shall be subject to an agreement (the “ Agreement ”) in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) as if Dealer and Counterparty had executed an agreement in such form on the date hereof (but without any Schedule except for (i) the election of Loss and Second Method and US Dollars (“ USD ”) as the Termination Currency, (ii) the replacement of the word “third” in the last line of Section 5(a)(i) of the Agreement with the word “first”, (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Counterparty with a “Threshold Amount” equal to USD25 million and to Dealer with a “Threshold Amount” equal to USD50 million; provided that Section 5(a)(vi)(1) of the Agreement is amended by deleting the phrase “, or becoming capable at such time of being declared,” and (iv) such other elections as set forth in this Confirmation).

All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein.  In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.

The Transaction hereunder shall be the sole Transaction under the Agreement.  If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

 

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2.

The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions.  The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:

May 5, 2009

Effective Date:

The closing date of the initial issuance of the Convertible Securities.

Option Style:

Modified American, as described under “Procedures for Exercise” below.

Option Type:

Call

Seller:

Dealer

Buyer:

Counterparty

Shares:

The Common Stock of Counterparty, par value USD0.00015625 (Ticker Symbol: “IGT”).

Number of Options:

The number of Convertible Securities in denominations of USD1,000 principal amount, other than any Additional Convertible Securities (as defined below), issued by Counterparty on the closing date for the initial issuance of the Convertible Securities (such Convertible Securities, the “ Initial Convertible Securities ”); provided that the Number of Options shall be automatically increased as of the date of exercise by Goldman, Sachs & Co., as representative of the Purchasers (as defined in the Purchase Agreement), of the option pursuant to Section 2 of the Purchase Agreement dated May 5, 2009 between Counterparty and Goldman, Sachs & Co. as representative of the Purchasers party thereto (the “ Purchase Agreement ”) by the number of Convertible Securities in denominations of USD1,000 principal amount issued pursuant to such exercise (such Convertible Securities, the “ Additional Convertible Securities ”).

Applicable Percentage:

115/725 (the “ Specified Percentage ”); provided that if the Number of Options is increased pursuant to the proviso to the definition of “Number of Options” above, the Applicable Percentage shall thereafter equal the Specified Percentage multiplied by a fraction the numerator of which is the number of Initial Convertible Securities and the denominator of which is the sum of the number of Initial Convertible Securities and the number of Additional Convertible Securities.

Option Entitlement:

As of any date, a number of Shares per Option equal to the “Conversion Rate” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — General”), but without regard to any adjustments to the Conversion Rate as set forth in the section of the Indenture containing the provision described in the Offering Circular under

 

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“Description of Notes — Make Whole upon Certain Transactions” (a “ Fundamental Change Adjustment ”) or a discretionary adjustment as set forth in the section of the Indenture containing the provisions described in the seventh to last paragraph in the Offering Circular under “Description of Notes — Conversion Rate Adjustments” ( i.e. , the paragraph beginning “We may also (but are not required to) increase…”)   (a “ Discretionary Adjustment ”).

Strike Price:

As of any date, an amount in USD, rounded to the nearest cent (with 0.5 cents being rounded upwards), equal to USD1,000 divided by the Option Entitlement as of such date.  

Number of Shares:

The product of the Number of Options, the Option Entitlement and the Applicable Percentage.

Premium:

USD23,993,507.98

Premium Payment Date:

The Effective Date

Exchange:

New York Stock Exchange

Related Exchange:

All Exchanges

Procedures for Exercise:

Exercise Date:

Each Conversion Date.

Conversion Date:

Each “Conversion Date” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — Conversion Rate and Conversion Procedures”) occurring during the Exercise Period for Convertible Securities each in denominations of USD1,000 principal amount (such Convertible Securities, the “ Relevant Convertible Securities ” for such Conversion Date).

Exercise Period:

The period from and excluding the Effective Date to and including the Expiration Date.

Expiration Date:

The earlier of (i) the last day on which any Convertible Securities remain outstanding and (ii) the second “Scheduled Trading Day” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — Settlement Upon Conversion”) immediately preceding the “Maturity Date” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — General”).

Automatic Exercise on

Conversion Dates:

Applicable; and means that on each Conversion Date, a number of Options equal to the number of Relevant Convertible Securities for such Conversion Date in denominations of USD1,000 principal amount shall be automatically exercised, subject to “Notice of Exercise” below.

Notice Deadline:

In respect of any exercise of Options hereunder on any Conversion Date, 12:00 P.M., New York City

 

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time, on the Scheduled Trading Day immediately preceding the first “Scheduled Trading Day” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — Settlement upon Conversion”) of the “Applicable Conversion Reference Period” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — Settlement upon Conversion”); provided that in the case of any exercise of Options hereunder in connection with the conversion of any Relevant Convertible Securities for any Conversion Date occurring during the period from and including the 30 th “Scheduled Trading Day” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — Settlement upon Conversion”) prior to the Maturity Date to and including the Expiration Date (such period, the “ Final Conversion Period ”), the Notice Deadline shall be 12:00 P.M., New York City time, on the “Scheduled Trading Day” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — Settlement upon Conversion”) immediately following the relevant Exercise Date.

Notice of Exercise:

Notwithstanding anything to the contrary in the Equity Definitions, Dealer shall have no obligation to make any payment or delivery in respect of any exercise of Options hereunder and such obligation in respect of such exercise shall be permanently extinguished unless Counterparty notifies Dealer in writing prior to 12:00 P.M., New York City time, on the Notice Deadline in respect of such exercise of (i) the number of Relevant Convertible Securities being converted on the related Conversion Date, (ii) the scheduled settlement date under the Indenture for the Relevant Convertible Securities for such Conversion Date and (iii) the first “Scheduled Trading Day” of the “Applicable Conversion Reference Period” (each, as defined in the Indenture as described in the Offering Circular under “Description of Notes — Settlement upon Conversion”); provided that in the case of any exercise of Options in connection with the conversion of any Relevant Convertible Securities for any Conversion Date occurring during the Final Conversion Period, the contents of such notice shall be as set forth in clauses (i) and (ii) above.  For the avoidance of doubt, if Counterparty fails to give such notice when due in respect of any exercise of Options hereunder, Dealer’s obligation to make any payment or delivery in respect of such exercise shall be permanently extinguished, and late notice shall not cure such failure.

 

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Dealer’s Telephone Number

and Telex and/or Facsimile Number

and Contact Details for purpose of

Giving Notice:

As specified in Section 6(b) below.

 

Settlement Terms:

Settlement Date:

For any Exercise Date, the settlement date for the Shares to be delivered in respect of the Relevant Convertible Securities for the relevant Conversion Date pursuant to the section of the Indenture containing the provisions described in the Offering Circular under “Description of Notes — Settlement upon Conversion”); provided that the Settlement Date shall not be prior to the Exchange Business Day immediately following the date Counterparty provides the Notice of Delivery Obligation prior to 12:00 P.M., New York City time.

Delivery Obligation:

In lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and subject to “Notice of Exercise” above, in respect of an Exercise Date, Dealer will deliver to Counterparty, on the related Settlement Date (the “ Delivery Obligation ”), a number of Shares equal to the product of (i) the Applicable Percentage and (ii) the aggregate number of Shares, if any, that Counterparty would be obligated to deliver to the holder(s) of the Relevant Convertible Securities for such Conversion Date (the “ Deliverable Shares ”) pursuant to the section of the Indenture described in the Offering Circular under “Description of Notes — Settlement upon Conversion” (except that such number of Deliverable Shares shall be determined without taking into consideration any rounding pursuant to the section of the Indenture described in the Offering Circular under “Description of Notes — Settlement upon Conversion” and shall be rounded down to the nearest whole number) and cash in lieu of fractional shares, if any, resulting from such rounding (collectively, the “ Convertible Obligation ”); provided that the Delivery Obligation shall be determined excluding any Shares (and cash in lieu of fractional Shares, if any) that Counterparty is obligated to deliver to holder(s) of the Relevant Convertible Securities as a direct or indirect result of any adjustments to the Conversion Rate pursuant to a Fundamental Change Adjustment or a Discretionary Adjustment and any interest payment that Counterparty is (or would have been) obligated to deliver to holder(s) of the Relevant Convertible Securities for such Conversion Date.  For the avoidance of doubt, if the “Daily Conversion Value” (as defined in the Indenture as described in the Offering Circular under “Description of Notes — Settlement upon Conversion”) for each of the “Trading Days” (as defined in the Indenture as

 

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described in the Offering Circular under “Description of Notes — Settlement upon Conversion”) occurring in the Applicable Conversion Reference Period is less than or equal to USD40, Dealer will have no delivery obligation hereunder in respect of the related Exercise Date.

Settlement Currency:

USD

Notice of Delivery Obligation:

No later than the Exchange Business Day immediately following the last day of the Applicable Conversion Reference Period, Counterparty shall give Dealer notice of the final number of Shares (and cash in lieu of fractional Shares, if any) comprising the relevant Convertible Obligation; provided that, with respect to any Exercise Date occurring during the Final Conversion Period, Counterparty may provide Dealer with a single notice of the aggregate number of Shares (and cash in lieu of fractional Shares) comprising the Convertible Obligations for all Exercise Dates occurring during such period (it being understood, for the avoidance of doubt, that the requirement of Counterparty to deliver such notice shall not limit Counterparty’s obligations with respect to Notice of Exercise, as set forth above, in any way).

Other Applicable Provisions:

To the extent Dealer is obligated to deliver Shares hereunder, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10 and 9.11 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitatio


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