S-4

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As filed with the Securities and Exchange Commission on December 10, 2003

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GTECH HOLDINGS CORPORATION
GTECH CORPORATION
GTECH RHODE ISLAND CORPORATION
GTECH LATIN AMERICA CORPORATION
INTERLOTT TECHNOLOGIES, INC.
(exact name of registrant as specified in its charter)

DELAWARE DELAWARE RHODE ISLAND DELAWARE DELAWARE (States or other jurisdictions of incorporation or organization)	7370 7370 7370 7370 7370 (Primary Standard Industrial Classification Code Number)	05-0451021 05-0389840 06-1493040 05-0449895 42-1576028 (I.R.S. employer identification numbers)
GTECH HOLDINGS CORPORATION GTECH CORPORATION GTECH RHODE ISLAND CORPORATION GTECH LATIN AMERICA CORPORATION INTERLOTT TECHNOLOGIES, INC. 55 TECHNOLOGY WAY WEST GREENWICH, RHODE ISLAND 02817 (401) 392-1000 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)
MARC A. CRISAFULLI, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL GTECH HOLDINGS CORPORATION 55 TECHNOLOGY WAY WEST GREENWICH, RHODE ISLAND 02817 (401) 392-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service)

WITH COPIES TO:

LAURA N. WILKINSON, ESQ.
EDWARDS & ANGELL, LLP
2800 FINANCIAL PLAZA
PROVIDENCE, RHODE ISLAND 02903
(401) 274-9200

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER UNIT(1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1)	AMOUNT OF REGISTRATION FEE(2)
4.750% Senior Notes due 2010	$250,000,000	100%	$250,000,000	$20,225
Guarantees on 4.750% Senior Notes due 2010(3)	—	—	—	(4)

(1)

Estimated solely for purposes of calculating the amount of the registration fee, pursuant to Rule 457(f).

(2)

Calculated by multiplying 0.00008090 by the proposed maximum aggregate offering price.

(3)

GTECH Corporation is a wholly-owned subsidiary of GTECH Holdings Corporation, and GTECH Rhode Island Corporation, GTECH Latin America Corporation and Interlott Technologies, Inc. are wholly-owned subsidiaries of GTECH Corporation. Each of those entities has guaranteed the notes being registered.

(4)

Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer and sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 10, 2003

PRELIMINARY PROSPECTUS

$250,000,000

GTECH Holdings Corporation

OFFER TO EXCHANGE ALL OUTSTANDING
4.750% SENIOR NOTES DUE 2010
FULLY AND UNCONDITIONALLY GUARANTEED BY
GTECH CORPORATION AND CERTAIN OF ITS SUBSIDIARIES
FOR 4.750% SENIOR NOTES DUE 2010
FULLY AND UNCONDITIONALLY GUARANTEED BY
GTECH CORPORATION AND CERTAIN OF ITS SUBSIDIARIES
AND REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Interest Payable April 15 and October 15,
Commencing April 15, 2004

The Exchange Offer and withdrawal rights will expire
at 5:00 P.M., New York City time, on                        , 2004, unless extended.

•

We hereby offer to exchange all outstanding notes that are validly tendered and not withdrawn for an equal principal amount of a new series of notes that are registered under the Securities Act of 1933.



•

The exchange offer will expire at 5:00 P.M., New York City time, on            , 2004, unless extended.



•

The exchange is subject to customary conditions, including that the exchange offer not violate applicable law or any applicable interpretation of the Securities and Exchange Commission.



•

You may withdraw your tender of your outstanding notes at any time before the expiration of the exchange offer.



•

The terms of the exchange notes to be issued are substantially identical to the outstanding notes, except they are registered under the Securities Act of 1933 and are therefore fully transferable.



•

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We and the subsidiary guarantors have agreed that, starting on the date the exchange offer is consummated (the "expiration date") and ending on the close of business 180 days after the expiration date, subject to certain exceptions, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."



•

You may only tender your outstanding notes in denominations of $1,000 and multiples of $1,000.



•

The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes.



•

We will not receive any proceeds from the exchange offer.

Please see "Risk Factors" beginning on page 10, for a discussion of certain factors you should consider in connection with the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 200  

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus or the date of the incorporated document.

TABLE OF CONTENTS

	Page
Where You Can Find More Information	i
Forward-Looking Information	ii
Summary	1
Risk Factors	10
The Exchange Offer	18
Use of Proceeds	26
Capitalization	27
The Subsidiary Guarantors	28
Description of the Exchange Notes	29
Registration Rights Agreement	39
Book-Entry Delivery and Settlement	42
Certain United States Federal Income Tax Consequences	45
Plan of Distribution	48
Validity of Securities	49
Independent Auditors	49

WHERE YOU CAN FIND MORE INFORMATION

        We file reports and other information with the Securities and Exchange Commission, or the SEC. You may read and copy any document we file with the SEC at the SEC's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain further information regarding the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public on the SEC's internet site located at www.sec.gov. You can also inspect reports, proxy statements and other information about our company at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Our SEC filings are also available free of charge from our website at www.GTECH.com. Information contained on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

        We are "incorporating by reference" into this prospectus information we file with the SEC, which means we are disclosing important information to you by referring you to those documents. The information we incorporate by reference is considered to be part of this prospectus, unless we update or supersede that information by the information contained in this prospectus or the information we file subsequently that is incorporated by reference into this prospectus. We are incorporating by reference the following documents that we have filed with the SEC (file no. 001-11250):

•

our Annual Report on Form 10-K, as amended, for the fiscal year ended February 22, 2003;



•

our Quarterly Reports on Form 10-Q for the fiscal quarters ended May 24, 2003 and August 23, 2003; and



•

our Current Reports on Form 8-K filed on February 28, 2003, March 18, 2003, June 18, 2003, September 18, 2003, October 8, 2003 and October 10, 2003 and exhibit 99(a) to our Current Report on Form 8-K furnished on November 7, 2003.

i

        We also incorporate by reference any future filings made with the SEC (excluding information furnished in filings made under Items 9 or 12 of Form 8-K) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 before termination of the exchange offer.

        You may also obtain a copy of our filings with the SEC, other than an exhibit to those filings unless we have specifically incorporated an exhibit by reference therein, as well as copies of the indenture, registration rights agreement and other documents described herein, at no cost, by writing to or telephoning us at the following address:

GTECH Holdings Corporation
55 Technology Way
West Greenwich, Rhode Island 02817
(401) 392-1000
Attn: Investor Relations

        To obtain timely delivery, you must request this information no later than                        , 2004, which is five business days before the expiration date.

        We have not included separate financial statements of any subsidiary guarantors in this prospectus, nor do any of the subsidiary guarantors file reports with the SEC, because:

•

all of the voting rights of the subsidiary guarantors are owned, directly or indirectly, by GTECH Holdings Corporation, which files periodic and other reports with the SEC pursuant to the Securities Exchange Act of 1934;



•

the subsidiary guarantors have jointly and severally, fully and unconditionally guaranteed the payment of the notes; and



•

GTECH Holdings Corporation includes a footnote in its financial statements presenting condensed consolidating financial information regarding the subsidiary guarantors in accordance with applicable accounting regulations of the SEC.

FORWARD-LOOKING INFORMATION

        Certain statements contained or incorporated by reference in this prospectus are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. We identify forward-looking statements by words such as "may," "will," "should," "could," "expect," "plan," "anticipate," "intend," "believe," "estimate," "continue" or similar terms that refer to the future. Such statements include, without limitation, statements relating to:

•

the future prospects for and stability of the lottery industry and other businesses in which we are engaged or expect to be engaged;



•

our future operating and financial performance (including, without limitation, expected future growth in revenues, profit margins and earnings per share);



•

our ability to secure and protect trademarks and other intellectual property rights;



•

our ability to retain existing contracts and to obtain and retain new contracts;



•

competition in the online lottery industry and other businesses in which we are engaged or may engage and the impact of competition on our revenues and profitability;



•

our ability to realize the anticipated benefits of our acquisitions of PolCard S.A. and Interlott Technologies, Inc., our anticipated acquisition of Spielo Manufacturing Inc., and any other acquisitions we may make; and



•

the results and effects of legal proceedings and investigations.

ii

        These forward-looking statements reflect management's assessment based on information currently available, but are not guarantees and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the forward-looking statements. These risks and uncertainties include, among other things, the matters described in this prospectus under "Risk Factors—Risk Factors Relating to Our Business."

iii

SUMMARY

The following summary may not contain all the information that may be important to you. You should read the entire prospectus, as well as the information incorporated by reference, before making an investment decision. When used in this prospectus, the terms "GTECH," "we," "our" and "us" refer to GTECH Holdings Corporation and its consolidated subsidiaries, including the subsidiary guarantors, unless otherwise specified or indicated by the context. All the marks contained in this prospectus are owned by, or exclusively licensed to, GTECH Corporation.

General

        GTECH is the world's leading operator of highly-secure online lottery transaction processing systems. We currently operate online lottery systems for, or supply equipment and services to, 25 of the 39 online lottery authorities in the United States, and currently operate, provide equipment and services to, or have entered into contracts to operate or provide equipment and services in the future to, online lottery systems for 58 of the 107 international online lottery authorities. In fiscal year 2003 and the first six months of fiscal 2004, we had revenues of $978.8 million and $516.8 million, respectively, operating income of $226.9 million and $140.0 million, respectively, and net cash provided by operating activities of $332.3 million and $170.5 million, respectively.

        We provide integrated online lottery solutions, services and products to governmental lottery authorities and governmental licensees worldwide. We offer our customers a full range of lottery technology services, including the design, assembly, installation, operation, maintenance and marketing of online lottery systems and instant-ticket support systems. Our lottery systems consist of numerous lottery terminals located in retail outlets, central computer systems, systems software and game software, and communications equipment which connects the terminals and the central computer systems. In fiscal 2003, approximately 82.2% of our revenues were service revenues earned under our long-term facilities management contracts.

        In recent years, we have taken steps to broaden our offerings of high-volume transaction processing services and to extend our online lottery product offerings. Transaction processing services we currently offer include the processing of utility bill payments and other financial transactions. We have also recently acquired a controlling interest in PolCard S.A., a leading debit and credit card merchant transaction acquirer and processor in Poland. In addition, in appropriate circumstances, we seek to extend our online lottery product offerings through acquisitions. In September 2003, we completed our acquisition of Interlott Technologies, Inc., a provider of instant-ticket vending machines for the worldwide lottery industry. On November 7, 2003, we announced that we have entered into an agreement to acquire all of the shares of privately-held Spielo Manufacturing Inc., a leading provider of video lottery terminals and related products to the global gaming industry, for approximately $150 million in cash, subject to increase by up to $35 million if the business meets certain objectives 18 months after the acquisition.

Corporate Information

        GTECH Corporation was founded in 1980. GTECH Holdings Corporation acquired GTECH Corporation in a leveraged buy-out in February 1990, in which members of then-senior management of GTECH participated. GTECH Holdings Corporation conducts business through its consolidated subsidiaries and unconsolidated affiliates and has, as its only material asset, an investment in GTECH Corporation, its wholly owned subsidiary. For further information regarding the subsidiary guarantors, see "The Subsidiary Guarantors."

        Our and the subsidiary guarantors' principal executive offices are located at 55 Technology Way, West Greenwich, Rhode Island 02817, telephone number (401) 392-1000.

1

SUMMARY OF THE EXCHANGE OFFER

The Exchange Offer	We are offering to exchange $1,000 principal amount of our 4.750% Senior Notes due 2010 which have been registered under the Securities Act of 1933, and which we refer to as the "exchange notes," for each $1,000 principal amount of our outstanding unregistered 4.750% Senior Notes due 2010 which were issued by us on October 15, 2003 in a private offering, and which we refer to as the "outstanding notes." We refer to the exchange notes and the outstanding notes together as the "notes."
	In order for your outstanding notes to be exchanged, you must properly tender them before the exchange offer expires. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the exchange notes promptly after the exchange offer expires.
	You may tender your outstanding notes for exchange in whole or in part in integral multiples of $1,000 principal amount.
Registration Rights Agreement	We sold the outstanding notes on October 15, 2003 to Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, BNY Capital Markets, Inc., CIBC World Markets Corp., Credit Lyonnais Securities (USA) Inc., McDonald Investments Inc. and Scotia Capital (USA) Inc., as initial purchasers. Simultaneously with that sale we signed a registration rights agreement with the representatives of the initial purchasers that requires us to conduct this exchange offer.
	After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.
	For a description of the procedures for tendering outstanding notes, see "The Exchange Offer—Procedures for Tendering Outstanding Notes."
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2004 unless extended by us, in which case the expiration date will mean the latest date and time to which the exchange offer is extended. See "The Exchange Offer—Expiration Date; Extensions; Amendments."
Consequences of Failure to Exchange Your Outstanding Notes	If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the outstanding notes and the indenture governing the notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act of 1933, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the resale of outstanding notes under the Securities Act.

2

Conditions to the Exchange Offer	The exchange offer is subject to several customary conditions that we may waive at our sole discretion. All of these conditions, other than those dependent upon the receipt of necessary government approvals, must be asserted, satisfied or waived by us on or before the expiration of the exchange offer. The exchange offer is not conditioned upon any minimum aggregate principal amount at maturity of outstanding notes being tendered. See "The Exchange Offer—Conditions to the Exchange Offer."
	We reserve the right, in our sole and absolute discretion, subject to applicable law, at any time and from time to time:
	•	to delay acceptance of the outstanding notes for exchange;
	•	to terminate the exchange offer if certain specified conditions have not been satisfied;
	•	to extend the expiration date of the exchange offer and retain all outstanding notes tendered pursuant to the exchange offer, subject, however, to the right of the holders of outstanding notes to withdraw their tendered outstanding notes; and
	•	to waive any condition dependent on the receipt of necessary governmental approvals or otherwise amend the terms of the exchange offer in any respect.
	See "The Exchange Offer—Expiration Date; Extensions; Amendments."
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time before the expiration date by delivering a written notice of your withdrawal to the exchange agent according to the withdrawal procedures described under the heading "The Exchange Offer—Withdrawal Rights."
Procedures for Tendering Outstanding Notes	If you wish to tender your outstanding notes for exchange, you must:
	•	complete and sign a letter of transmittal according to the instructions contained in the letter of transmittal; and
	•	forward the letter of transmittal by mail, facsimile transmission or hand delivery, together with any other required documents, to the exchange agent, either with the outstanding notes that you tender or in compliance with the specified procedures for guaranteed delivery of your outstanding notes.
	Some brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer.

3

	Please do not send your letter of transmittal or certificates representing your outstanding notes to us. You should send those documents only to the exchange agent. You should direct any information requests or questions regarding how to tender your outstanding notes to the exchange agent. See "The Exchange Offer—Exchange Agent."
Special Procedures for Beneficial Owners	If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact such person promptly if you wish to tender your outstanding notes pursuant to the exchange offer. See "The Exchange Offer—Procedures for Tendering Outstanding Notes."
Resales of Exchange Notes	We believe that with the effectiveness of the registration statement of which this prospectus is a part you will be able to offer for resale, resell and otherwise transfer exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933, provided that:
	•	you are acquiring the exchange notes in the ordinary course of your business;
	•	you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and
	•	you are not an "affiliate" of GTECH or the subsidiary guarantors within the meaning of Rule 405 under the Securities Act.
	Our belief is based on the interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. The staff of the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer.
	If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not and will not assume or indemnify you against such liability.
	Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes which were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of these exchange notes. A broker-dealer may use this prospectus for an offer to sell, resale or other transfer of exchange notes. See "Plan of Distribution."

4

Exchange Agent	The exchange agent for the exchange offer is The Bank of New York. The address, telephone number and facsimile number of the exchange agent are set forth in "The Exchange Offer—Exchange Agent" and in the letter of transmittal.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes offered by this prospectus. The net proceeds from the offering of the outstanding notes have been and will be used to for general corporate purposes, which may include funding future acquisitions. See "Use of Proceeds."
United States Federal Income Tax Consequences	Your acceptance of the exchange offer and the related exchange of your outstanding notes for exchange notes will not be a taxable exchange for United States federal income tax purposes. You should not recognize any taxable gain or loss or any interest income as a result of the exchange. See "The Exchange Offer—United States Federal Income Tax Consequences."

        See "The Exchange Offer" for more detailed information concerning the terms of the exchange offer.

5

SUMMARY OF THE EXCHANGE NOTES

        The exchange offer relates to the exchange of up to $250,000,000 principal amount of outstanding notes for an equal principal amount of exchange notes. The form and terms of the exchange notes are substantially identical to the form and terms of the outstanding notes, except the exchange notes are registered under the Securities Act of 1933 and therefore are freely transferable. The exchange notes will evidence the same indebtedness as the outstanding notes which they replace. Both the outstanding notes and the exchange notes are governed by the same indenture. For a more complete description of the terms of the notes, see "Description of the Exchange Notes."

Issuer	GTECH Holdings Corporation.
Notes Offered	$250,000,000 aggregate principal amount of 4.750% Senior Notes due October 15, 2010.
Interest Payment Dates	April 15 and October 15, beginning on April 15, 2004.
Guarantees	The exchange notes will be fully and unconditionally guaranteed by GTECH Corporation, our direct subsidiary, and by GTECH Rhode Island Corporation, GTECH Latin America Corporation and Interlott Technologies, Inc., each of which is a wholly-owned subsidiary of GTECH Corporation. We refer to these four subsidiaries collectively as the subsidiary guarantors. If, for any reason, we do not make payment of the principal of, interest or any other amounts required under the exchange notes or the indenture when due, whether at maturity, upon redemption or by acceleration or otherwise, the subsidiary guarantors will cause the payment to be made to or to the order of the trustee. In addition, if our revolving credit facility is guaranteed in the future by additional subsidiary guarantors, we will be required to cause those subsidiaries to also guarantee the exchange notes.
Ranking of the Exchange Notes and the Guarantees	The exchange notes will be unsecured unsubordinated obligations of GTECH Holdings Corporation and will rank equally in right of payment with all our other existing and future unsecured and unsubordinated indebtedness. The guarantees will be unsecured unsubordinated obligations of the subsidiary guarantors and will rank equally in right of payment with all of each subsidiary guarantor's existing and future unsecured and unsubordinated indebtedness, except to the extent prescribed by law.
Optional Redemption	We may redeem all or a part of the exchange notes at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the exchange notes being redeemed and the Make-Whole Amount, as defined under "Description of the Exchange Notes—Optional Redemption," for the exchange notes being redeemed, plus, in each case, accrued interest to the redemption date.

6

Significant Covenants	We will issue the exchange notes under an indenture containing certain restrictive covenants for your benefit. The covenants, which are described under "Description of the Exchange Notes," restrict our ability, with certain exceptions, to:
		•	incur certain debt secured by liens;
		•	engage in certain sale and leaseback transactions; and
		•	merge, consolidate or transfer substantially all of our assets.
Trustee and Paying Agent	The Bank of New York.
Risk Factors	You should consider carefully all of the information set forth in this prospectus and, in particular, you should evaluate the specific factors set forth under "Risk Factors" beginning on page 10, before deciding whether to exchange outstanding notes for exchange notes.
Governing Law	The indenture, the exchange notes, the guarantees and the registration rights agreement will be governed by, and construed in accordance with, the laws of the State of New York.
Trading	The exchange notes will not be listed on any securities exchange or included in any automated quotation system. No assurance can be given as to the development or liquidity of any trading market for the exchange notes.

7

Summary Consolidated Financial Data

        The following summary consolidated financial data should be read in conjunction with the financial information included elsewhere or incorporated by reference in this prospectus. See "Where You Can Find More Information."

			Fiscal Year Ended															(Unaudited) Six Months Ended
			February 22, 2003			February 23, 2002			February 24, 2001			February 26, 2000			February 27, 1999			August 23, 2003			August 24, 2002
			(Dollars in thousands, except per share amounts)
Operating Data:
Revenues:
	Services		$	868,896		$	831,787		$	856,475		$	860,419		$	887,395		$	461,557		$	435,335
	Sales of products			109,894			177,914			80,068			150,379			85,528			55,275			17,035
		Total		978,790			1,009,701			936,543			1,010,798			972,923			516,832			452,370
Operating income				226,945			134,350			81,905			180,000			141,720			139,964			108,655
Interest expense, net of interest income(a)				7,430			17,426			21,569			25,523			23,326			1,802			3,824
Net income(a)				142,021			68,026			43,148			93,585			89,063			89,502			67,248
Earnings Per Share Data(b):
Basic			$	2.49		$	1.15		$	0.62		$	1.29		$	1.09		$	1.56		$	1.17
Diluted(a)(c)				2.43			1.13			0.62			1.29			1.09			1.43			1.14
Balance Sheet Data (at end of period):
Cash and cash equivalents			$	116,174		$	35,095		$	46,948		$	11,115		$	7,733		$	94,322		$	114,906
Total assets				954,195			853,829			938,160			891,023			874,215			1,070,011			946,282
Total debt				296,696			335,583			322,789			351,089			321,146			297,627			340,142
Shareholders' equity				315,566			202,955			314,362			296,576			283,906			433,625			243,754
Cash Flow Data:
Net cash provided by operating activities			$	332,256		$	345,230		$	251,970		$	230,782		$	286,282		$	170,454		$	199,653
Net cash used for investing activities				(158,608	)		(164,726	)		(162,566	)		(164,343	)		(77,231	)		(204,767	)		(91,345	)
Free cash flow(d)			$	173,648		$	180,504		$	89,404		$	66,439		$	209,051		$	(34,313	)	$	108,308
Other Data:
Income before income taxes			$	229,066		$	109,720		$	70,735		$	155,977		$	150,954		$	142,067		$	108,466
Interest expense				11,267			22,876			27,165			29,032			27,405			4,011			5,643
Depreciation and amortization				138,185			168,543			174,395			185,376			199,321			53,686			69,988
Earnings before interest, taxes, depreciation, and amortization(d)			$	378,518		$	301,139		$	272,295		$	370,385		$	377,680		$	199,764		$	184,097
Ratio of earnings to fixed charges(e)				13.91	x		4.59	x		3.12	x		5.49	x		5.06	x		18.16	x		13.51	x
Number of lottery customers at period-end(f)				84			82			83			82			81			83			82

(a)

Had the sale of the outstanding notes been consummated on the first day of the fiscal year ended February 22, 2003 and the six months ended August 23, 2003, interest expense, net of interest income, net income and diluted earnings per share would have been $19.6 million, $134.5 million, and $2.30, respectively, for the fiscal year ended February 22, 2003 and $7.9 million, $85.7 million and $1.37, respectively, for the six months ended August 23, 2003. The pro forma amounts do not purport to represent what our consolidated results of operations actually would have been if this transaction had occurred as of the dates indicated or what our results will be for future periods.

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(b)

Earnings per share data for all periods have been adjusted to reflect our 2-for-1 stock split consummated in the first quarter of fiscal year 2003.

(c)

Our 1.75% convertible debentures are convertible at the option of the holder into shares of our common stock at an initial conversion rate of 36.3636 shares of common stock per $1,000 principal amount of debentures, which is equivalent to an initial conversion price of approximately $27.50 per share. The debentures become convertible when, among other circumstances, the closing price of our common stock is more than 120% of the conversion price (approximately $33 per share) for at least 20 out of 30 consecutive trading days prior to the date of surrender for conversion. The total number of shares issuable upon the conversion of the debentures is 6.4 million. During the six months ended August 23, 2003, the debentures were convertible for 80 out of 127 trading days in the period, and approximately 4 million shares were included in the computation of diluted earnings per share. For the six months ended August 24, 2002, none of the 6.4 million shares were included in the computation of diluted earnings per share because, in accordance with their terms, the debentures had not yet become convertible.

(d)

We define free cash flow as net cash provided by operating activities minus net cash used for investing activities. We define earnings before interest, taxes, depreciation and amortization, or EBITDA, as income before income taxes plus interest expense and depreciation and amortization. We believe that free cash flow and EBITDA assist in explaining trends in our operating performance and liquidity, provide useful information about our ability to incur and service indebtedness and are commonly used measures of performance and liquidity by securities analysts and investors in the gaming industry. These measures should not be considered as alternatives to operating income, net income or net cash provided by operating activities as an indicator of our performance or as a measure of our liquidity. In addition, free cash flow does not represent the residual cash flow available for discretionary expenditures because the measure does not contemplate all non-discretionary expenditures. As we define them, these measures may not be comparable to other similarly titled measures used by other companies.

(e)

In computing the ratio of earnings to fixed charges, "earnings" consist of earnings before income taxes, amortization of capitalized interest and fixed charges excluding capitalized interest. "Fixed charges" consist of interest expense (including amortization of debt issuance cost and interest relating to capital leases), an estimate of interest within rental expense and capitalized interest. After giving effect to the issuance and sale of the outstanding notes, the ratio of earnings to fixed charges would have been 8.28x for the fiscal year ended February 22, 2003 and 10.49x for the six months ended August 23, 2003 if the sale had been consummated at the beginning of those periods. The pro forma amounts do not purport to represent what the ratio actually would have been if the sale of the outstanding notes had occurred as of the dates indicated or what our results will be for future periods.

(f)

A lottery customer is defined as a jurisdiction utilizing our systems or products for a traditional online lottery.

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RISK FACTORS

Investing in the notes involves risk. You should carefully consider the risks described below before deciding whether to tender your outstanding notes for exchange notes. The risks and uncertainties described below and elsewhere in this prospectus are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected.

Risk Factors Relating to Our Business

Government regulations and other actions affecting the online lottery industry could have a negative effect on our business and sales.

        In the United States and in many international jurisdictions where we currently operate or seek to do business, online lotteries are not permitted unless expressly authorized by law. The successful implementation of our growth strategy and our business could be materially adversely affected if jurisdictions that do not currently authorize lotteries do not approve online lotteries or if those jurisdictions that currently authorize lotteries do not continue to permit such activities.

        Once authorized, the ongoing operations of lotteries and lottery operators are typically subject to extensive and evolving regulation. Lottery authorities generally conduct an intensive investigation of the winning vendor and its employees prior to and after the award of a lottery contract. Lottery authorities with which we do business may require the removal of any of our employees deemed to be unsuitable and are generally empowered to disqualify us from receiving a lottery contract or operating a lottery system as a result of any such investigation. Some jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning a specified percentage (typically five percent or more) of our securities. The failure of these beneficial owners to submit to such background checks and provide required disclosure could jeopardize the award of a lottery contract to us or provide grounds for termination of an existing lottery contract. Additional restrictions are often imposed by international jurisdictions in which we market our lottery systems upon foreign corporations, such as us, seeking to do business there.

        Further, there have been and may continue to be investigations of various types, including grand jury investigations, conducted by governmental authorities into possible improprieties and wrong-doing in connection with efforts to obtain and/or the awarding of lottery contracts and related matters. In light of the fact that such investigations frequently are conducted in secret, we may not necessarily know of the existence of an investigation which might involve us. Because our reputation for integrity is an important factor in our business dealings with lottery and other governmental agencies, a governmental allegation or a finding of improper conduct on our part or attributable to us in any manner could have a material adverse effect on our business, including our ability to retain existing contracts or to obtain new or renewal contracts. In addition, adverse publicity resulting from these investigations and related matters could have a material adverse effect on our reputation and business. See Note 11 to our consolidated financial statements included in our annual report on Form 10-K, as amended, and Item 1 of Part II of our quarterly report on Form 10-Q for the quarter ended August 23, 2003, each of which is incorporated by reference into this prospectus, for further information regarding these matters and other contingencies.

        Finally, sales generated by online lottery games are dependent upon decisions over which we have no control made by lottery authorities with respect to the operation of these games, such as matters relating to the marketing and prize payout features of online lottery games. Because we are typically compensated in whole or in part based on a jurisdiction's gross online lottery sales, lower than anticipated sales due to these factors could have a material adverse effect on our revenues.

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Our lottery operations are dependent upon our continued ability to retain and extend our existing contracts and win new contracts.

        We derive the majority of our revenues and cash flow from our portfolio of long-term facilities management contracts and operating contracts, or collectively, our online lottery service contracts. Upon the expiration of a contract, lottery authorities may award new contracts through a competitive procurement process. In addition, our lottery contracts typically permit a lottery authority to terminate the contract at any time for failure to perform and for other specified reasons, and many of our contracts permit the lottery authority to terminate the contract at will with limited notice and do not specify the compensation, if any, to which we would be entitled were such termination to occur.

        In addition, some of our lottery contracts permit the lottery authority to acquire title to our system-related equipment and software during the term of the contract or upon the expiration or earlier termination of the contract, in some cases without paying us any compensation related to the transfer of that equipment and software to the lottery authority.

        The termination of or failure to renew or extend one or more lottery contracts, the renewal or extension of one or more lottery contracts on materially altered terms or the loss of our assets without compensation could, depending upon the circumstances, have a material adverse effect on our business, financial condition, results and prospects.

Slow growth or declines in sales of online lottery goods and services and other transaction processing services could lead to lower revenues and net income.

        In recent years, as the United States lottery industry has matured, the rate of lottery sales growth has slowed and certain of our customers have from time-to-time experienced a downward trend in sales. These developments may in part reflect increased competition that the lottery industry has experienced in recent years for the consumers' entertainment dollar, including a proliferation of destination gaming venues and an increased availability of Internet gaming opportunities. Our future success will depend, in part, on the success of the lottery industry, as a whole, in attracting and retaining players in the face of such increased competition for the consumers' entertainment dollar (which competition may well increase further in the future), as well as our own success in developing innovative products and services to achieve this goal. Our future success also will depend, in part, on our ability to develop innovative products and services to permit us to successfully market transaction processing goods and services outside of the lottery industry. Our failure to achieve these goals could have a material adverse effect on our business, financial condition, results and prospects.

Our results of operations are exposed to foreign currency exchange rate fluctuations, which could result in lower revenues, net income and cash flows when such results are translated into U.S. dollar accounts.

        Our consolidated financial results are significantly affected by foreign currency exchange rate fluctuations. Foreign currency exchange rate exposures arise from current transactions and anticipated transactions denominated in currencies other than United States dollars and from the translation of foreign currency balance sheet accounts into United States dollar balance sheet accounts. We are exposed to currency exchange rate fluctuations because a significant portion of our revenues is denominated in currencies other than the United States dollar, particularly the Brazilian real and the British pound sterling. Exchange rate fluctuations have in the past adversely affected our operating results and cash flows and may continue to adversely affect our results of operations and cash flows and the value of our assets outside the United States.

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We derive close to half of our revenues from foreign jurisdictions (including over ten percent from Brazilian operations) and are subject to the economic, political and social instability risks of doing business in foreign jurisdictions.

        We are a global business and derive a substantial portion of our revenue from our operations outside the United States. In particular, in fiscal 2003, we derived approximately 49% of our revenues from our international operations and approximately 10.3% of our revenues from our Brazilian operations alone (including 9.8% of our revenues from the National Lottery of Brazil, our largest customer in fiscal 2003 based on annual revenues). In addition, a substantial portion of our assets are held outside of the United States. We are also exposed to more general risks of international operations, including increased governmental regulation of the online lottery industry in the markets where we operate, exchange controls or other currency restrictions, and significant political instability. Other economic risks that our international activity subjects us to might include inflation, foreign exchange risks (both depreciation and devaluation), illiquid foreign exchange markets, high interest rates, unstable capital markets and foreign direct investment restrictions. We have, for example, in recent years been affected by the weakening of the Brazilian real against the U.S. dollar. Political risks include change of leadership, change of governmental policies, failure of a government to honor its debt obligations or other existing contracts, changes in tax laws and corruption, as well as political unrest, war and terrorism. Finally, social instability risks include high crime in some of the countries in which we operate due to poor economic and political conditions, riots, unemployment and poor health conditions. These factors may affect our work force as well as the general business environment in a country.

        The occurrence of any of these events in the markets where we operate could jeopardize or limit our ability to transact business in those markets in the manner we expect and could have a material adverse effect on our business, financial condition, results and prospects.

We have a concentrated customer base and the loss of any of these customers (or lower sales from any of these customers) could lead to lower revenues.

        Revenue from our top ten customers accounted for approximately 48.6% of our total revenue for the fiscal year ended February 22, 2003. If we were to lose any of these larger customers, or if these larger customers experience slow lottery ticket sales and consequently reduced lottery revenue, our business, financial condition, results and prospects could suffer.

Our quarterly operating results may fluctuate significantly.

        We have experienced and may continue to experience significant fluctuations in our operating results from quarter to quarter due to such factors as the amount and timing of product sales, the occurrence of large jackpots in lotteries (which increase the amount wagered and our revenue) and expenses incurred in connection with lottery start-ups. Fluctuations in our operating results from quarter to quarter may cause our operating results to be below the expectations of securities analysts and investors, which could adversely affect the market value of the notes.

We operate in a highly competitive environment and increased competition may cause us to experience lower net income or to lose contracts.

        The online lottery industry is becoming increasingly competitive in the United States and internationally, which could adversely affect our ability to win renewals of contracts from our existing customers or to win contract awards from other lottery authorities. In addition, awards of contracts to us are, from time to time, challenged by our competitors. Increased competition also may have a material adverse effect on the profitability of contracts which we do obtain. We have experienced and

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may continue to experience reduced pricing from certain customers during re-bid processes and contract extensions and renewals.

We are subject to substantial penalties for failure to perform under our contracts.

        Our lottery contracts typically permit termination of the contract at any time for failure by us to perform and for other specified reasons and generally contain demanding implementation and performance schedules. Failure to perform under these contracts may result in substantial monetary liquidated damages, as well as contract termination. These provisions in our lottery contracts present an ongoing potential for substantial expense.

        Lottery contracts also generally require us to post a performance bond, which in some cases may be substantial, to secure our performance under such contracts. We paid or incurred liquidated damages with respect to our contracts in an amount equal to 0.47%, 0.14%, 0.47%, 0.56% and 0.35% of our annual revenues in fiscal 2003, 2002, 2001, 2000 and 1999, respectively. If we incur substantial liquidated damages in the future, it could significantly reduce the amount of funds that we have available for other uses in our business and may delay or prevent us from pursuing and achieving our growth strategy, which could have a material adverse effect on our business, financial condition, results and prospects.

We may not be able to respond in a timely manner to technological changes or to satisfy future technology demands of our customers, in which case we may fall behind our competitors.

        Most of our legacy software and hardware products are based on proprietary technologies. Our latest generation technology solution, GTECH Enterprise Series™, is a unique, fully-open architecture platform which we believe provides a new industry standard for the integration, operation and support of next-generation lottery solutions, including those which permit sales of lottery products via a secure infrastructure over the Internet without compromising the integrity of the games. However, this platform is currently operating in only a limited number of jurisdictions and may experience unanticipated problems or not be accepted by our customers in the future. Further, if we were to fail to continue to develop our product and service offerings to take advantage of attractive content or technological developments, we may fall behind our competitors and our business, financial condition, results and prospects could suffer.

If we are unable to manage potential risks related to acquisitions, our business and growth prospects could suffer.

        Part of our growth strategy involves acquisitions designed to extend our online lottery product offerings and broaden our offerings of high-volume transaction processing services. We acquired a controlling interest in Polcard S.A. in May 2003 and we consummated our acquisition of Interlott Technologies, Inc. in September 2003. On November 7, 2003, we announced that we have entered into an agreement to acquire Spielo Manufacturing Inc., a privately-held provider of video lottery terminals and related products. As part of our regular business practice, we continually evaluate potential acquisitions that we believe would complement and expand our business, although we cannot assure you that we will complete any of these transactions or what their terms would be if we did complete them. Our ability to continue to expand successfully through acquisitions depends on many factors, including our ability to identify acquisition prospects and negotiate and close transactions. The Spielo acquisition is subject to a number of conditions and we can give you no assurance that it will be completed when expected, if at all. Even if we complete future acquisitions, the integration of an acquired business into our operations involves numerous risks, including:

•

difficulties in integrating an acquired company's hardware and software products and services with our own;

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•

the diversion of our resources and management's attention from other business concerns;



•

the potential loss of key employees;



•

risks associated with entering markets in which we may have little experience; and



•

the day-to-day management of a substantially larger and more geographically diverse combined company.

        We may not realize the synergies, operating efficiencies, market position or revenue growth we anticipate from acquisitions and our failure to effectively manage the above risks and other problems associated with acquisitions could have a material adverse effect on our business, growth prospects and financial performance.

        Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before the acquisition. The due diligence we conduct in connection with an acquisition, and any contractual indemnities we may receive from sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability associated with an acquisition could also adversely affect our reputation and reduce the anticipated benefits of the acquisition.

Expansion of the gaming industry faces opposition which could limit our access to new or existing markets to the detriment of our business.

        Gaming opponents continue to persist in efforts to curtail the expansion of legalized gaming. We can give no assurance that this opposition will not succeed in preventing the legalization of online gaming in jurisdictions where these activities are presently prohibited or prohibiting or limiting the expansion of online gaming where it is currently permitted, in either case to the detriment of our business, financial condition, results and prospects.

Our business prospects and future success depend upon our ability to attract and retain qualified employees.

        Our business prospects and future success depend, in part, upon our ability to attract and to retain qualified managerial, marketing and technical employees. Competition for such employees is sometimes intense, and we may not succeed in hiring and retaining the executives and other employees that we need. Our loss of or inability to hire key employees could have a material adverse effect on our business, financial condition, results and prospects.

Our business prospects and future success rely heavily upon the integrity of our employees and executives and the security of our systems.

        The real and perceived integrity and security of a lottery is critical to its ability to attract players. We strive to set exacting standards of personal integrity for our employees and system security for the systems that we provide to our customers, and our reputation in this regard is an important factor in our business dealings with lottery and other governmental agencies. For this reason, an allegation or a finding of improper conduct on our part, or on the part of one or more of our employees that is attributable to us, or an actual or alleged system security defect or failure attributable to us, could have a material adverse effect upon our business, financial condition, results and prospects, including our ability to retain existing contracts or obtain new or renewal contracts.

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Our dependence on certain suppliers creates a risk of implementation delays if the supply contract is terminated or breached, and any delays may result in substantial penalties.

        We purchase most of the parts, components and subassemblies necessary for our terminals from outside sources. We assemble these parts, components and subassemblies into finished products in our manufacturing facility. While most of the parts, components and subassemblies can be purchased through more than one supplier, we currently have approximately six sole source vendors. We believe that if a supply contract with one of these vendors were to be terminated or breached, we would be able to replace the vendor. However, it may take time to replace the vendor under some circumstances and any replacement parts, components or subassemblies may be more expensive, which could reduce our margins. Depending on a number of factors, including the level of the related part, component or subassembly in our inventory, the time it takes to replace a vendor may result in a delay in our implementation of a lottery system for a customer. Generally, if we fail to meet our performance schedules under our contracts, we may be subject to substantial penalties or liquidated damages, or even contract termination.

Our non-lottery ventures, which are an increasingly important aspect of our business, may fail.

        Our business prospects and future success depend, in part, upon our ability to expand our transaction processing services into complementary and parallel markets outside of our core lottery market. In fiscal year 2003, our commercial transaction processing services revenue represented approximately five percent of our total revenues. With our acquisition in May 2003 of a controlling interest in PolCard S.A., a leading debit and credit card merchant transaction acquirer and processor in Poland, we expect non-lottery ventures to become increasingly significant to our overall financial performance. Because we have less experience in non-lottery markets than we have in our core lottery market, our non-lottery ventures present an enhanced element of risk for us. Moreover, we have focused our commercial services strategy primarily on Brazil, Mexico and Poland, where we have significant operational experience and where we see opportunities for growth. Our non-lottery ventures are therefore particularly sensitive to the economic and political risks of doing business in these three countries, including foreign currency exchange rate risks. As non-lottery services start to represent a more significant portion of our operations, the failure of one or more of our non-lottery ventures could have a material effect on our business, financial condition, results and prospects.

We may be subject to adverse determinations in pending legal proceedings, which could involve substantial monetary judgments or reputational damage.

        At present, we are party to a number of legal proceedings which are described more fully in our most recent annual report on Form 10-K and subsequently filed quarterly and current reports, each of which is incorporated by reference into this prospectus. We may not prevail in any of these legal proceedings. If we are not successful in defending these legal proceedings, we could incur substantial monetary judgments or penalties or damage to our reputation, and whether or not we are successful, the proceedings may occupy the time and attention of our senior management.

Risk Factors Relating to the Exchange Notes

An active trading market for the notes may not develop.

        The exchange notes comprise a new issue of securities for which there is currently no public market. We do not plan to list the exchange notes on any securities exchange or to include them in any automated quotation system. We cannot assure you that an active trading market for the exchange notes will develop or as to the liquidity or sustainability of any such market, the ability of holders to sell their exchange notes or the price at which holders of the exchange notes will be able to sell their notes. Future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, our credit ratings and the market for similar securities.

15

If you choose not to exchange your outstanding notes, the present transfer restrictions will remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your outstanding notes for exchange notes under the exchange offer, then you will continue to be subject to the existing transfer restrictions on the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act of 1933 and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to "Prospectus Summary—Summary of the Exchange Offer" and "The Exchange Offer" for information about how to tender your outstanding notes.

        The tender of outstanding notes under the exchange offer will reduce the principal amount of the notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to a reduction in liquidity.

We are a holding company.

        We are a holding company and conduct substantially all of our operations through our subsidiaries. The exchange notes will be guaranteed by the subsidiary guarantors. Because a portion of our operations is conducted by subsidiaries that will not guarantee the exchange notes, our ability to service debt, including our ability to make payments on the exchange notes, is dependent, to a degree, on dividends, distributions or other transfers from such non-guarantor subsidiaries. For the six months ended August 23, 2003 and the fiscal year ended February 22, 2003, our non-guarantor subsidiaries had revenues of $179.5 million and $320.4 million, respectively, operating income of $39.5 million and $54.1 million, respectively, and net cash provided by operating activities of $61.3 million and $332.3 million, respectively. The total assets of our non-guarantor subsidiaries were $309.8 million as of August 23, 2003. Any payments by these subsidiaries to us or the subsidiary guarantors, as applicable, could be subject to restrictions on dividends or repatriation of earnings under applicable law, monetary transfer restrictions and foreign currency exchange regulations in the jurisdiction in which those foreign subsidiaries operate. Moreover, payments from those subsidiaries may be contingent upon their earnings.

        As a result of our holding company structure, the exchange notes will be structurally subordinated to all of the liabilities of any of our subsidiaries that do not guarantee the exchange notes. As of August 23, 2003, our subsidiaries that are not guaranteeing the notes had outstanding liabilities of $174.8 million, including trade payables. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their debt and their trade creditors will generally be entitled to payment of their claims from the assets of such subsidiaries before any assets are made available for distribution to us.

The exchange notes will be effectively subordinated to our and the subsidiary guarantors' secured indebtedness.

        The exchange notes and the related guarantees are unsecured and therefore will be effectively subordinated to any secured indebtedness we or the subsidiary guarantors may incur to the extent of the value of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving us or a subsidiary guarantor, the assets which serve as collateral securing any secured indebtedness will be available to satisfy the obligations under the secured indebtedness before any payments are made on the exchange notes or the relevant subsidiary guarantee. Although we had no secured indebtedness outstanding at August 23, 2003, we will include approximately $28.0 million of secured long-term debt of West Greenwich Technology Associates, L.P., the partnership that owns our world headquarters facilities, as a liability in our consolidated financial statements beginning in the third quarter of fiscal 2004 as a result of the requirements of FIN 46. See Item 1, Note 12, "Recent

16

Accounting Pronouncements" in our quarterly report on Form 10-Q for the fiscal quarter ended August 23, 2003.

Federal and state laws permit a court to void the subsidiary guarantees under certain circumstances.

        The guarantees of the exchange notes by our subsidiaries will be subject to review under federal or state fraudulent transfer laws if the subsidiary guarantors are called upon to pay under the guarantees. While the relevant laws vary from state to state, under such laws, generally the issuance of a guarantee will be a fraudulent conveyance if (1) any of our subsidiaries issued subsidiary guarantees with the intent of hindering, delaying or defrauding creditors, or (2) the subsidiary guarantors received less than reasonably equivalent value or fair consideration in return for issuing their respective guarantees, and, in the case of (2) only, one of the following is also true:

•

any of the subsidiary guarantors were insolvent, or became insolvent, when they paid the consideration;

•

issuing the guarantees left the applicable subsidiary guarantor with an unreasonably small amount of capital; or

•

the applicable subsidiary guarantor intended to, or believed that it would, be unable to pay debts as they matured.

If the issuance of any guarantee were a fraudulent conveyance, a court could, among other things, void any of the subsidiary guarantors' obligations under their respective guarantees and require the repayment of any amounts paid under the guarantee.

        Generally, a subsidiary guarantor will be considered insolvent if:

•

the sum of its debts is greater than the fair value of its property;

•

the present fair value of its assets is less than the amount that it will be required to pay on its existing debts as they become due; or

•

it cannot pay its debts as they become due.

The indenture requires that if our revolving credit facility is guaranteed in the future by additional subsidiary guarantors, those guarantors must also guarantee the exchange notes. These considerations will also apply to those guarantees.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        In connection with the sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to file with the SEC, and to use our reasonable best efforts to cause to become effective as promptly as practicable after filing, a registration statement with respect to the exchange of the outstanding notes for exchange notes with terms identical in all material respects to the terms of the outstanding notes. A copy of the registration rights agreement is an exhibit to the registration statement of which this prospectus is a part. We are making the exchange offer to satisfy our contractual obligations under the registration rights agreement.

        If you tender your outstanding notes in exchange for exchange notes you will represent to us that:

•

any exchange notes you receive are being acquired in the ordinary course of your business;



•

you have no arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act of 1933, of exchange notes;



•

you are not an "affiliate" of GTECH within the meaning of Rule 405 under the Securities Act of 1933 or, if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act of 1933 to the extent applicable;



•

you have full power and authority to tender, exchange, sell, assign and transfer the tendered outstanding notes;



•

we will acquire good, marketable and unencumbered title to the outstanding notes you tender, free and clear of all liens, restrictions, charges and encumbrances; and



•

the outstanding notes you tender for exchange are not subject to any adverse claims or proxies.

        You also will warrant and agree that you will, upon request, execute and deliver any additional documents deemed by us or the exchange agent to be necessary or desirable to complete the exchange, sale, assignment, and transfer of the outstanding notes you tender in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes in the exchange offer, where such outstanding notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        Unless the context requires otherwise, the term "holder" with respect to the exchange offer means any person in whose name the outstanding notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any participant in The Depository Trust Company, or DTC, whose name appears on a security position listing as a holder of outstanding notes, which, for purposes of the exchange offer, include beneficial interests in the outstanding notes held by direct or indirect participants in DTC and outstanding notes held in definitive form.

Terms of the Exchange Offer

        We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of outstanding notes properly tendered prior to the expiration date and not

18

properly withdrawn according to the procedures described below. Holders may tender their outstanding notes in whole or in part in integral multiples of $1,000 principal amount.

        The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

•

the exchange notes have been registered under the Securities Act of 1933 and therefore will not be subject to the restrictions on transfer applicable to the outstanding notes; and



•

holders of the exchange notes will not be entitled to the rights of holders of the outstanding notes under the registration rights agreement.

        The exchange notes evidence the same indebtedness as the outstanding notes, which they replace, and will be issued pursuant to, and entitled to the benefits of, the indenture.

        The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. We reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or, as set forth under "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, $250,000,000 principal amount of outstanding notes is outstanding.

        Holders of outstanding notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Outstanding notes that are not tendered for, or are tendered but not accepted in connection with, the exchange offer will remain outstanding. For a description of the consequences of not tendering outstanding notes for exchange see "Risk Factors—Risk Factors Relating to the Exchange Notes—If you choose not to exchange your outstanding notes, the present transfer restrictions will remain in force and the market price of your outstanding notes could decline."

        If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of other events set forth in this prospectus or otherwise, certificates for the unaccepted outstanding notes will be returned, without expense, to the tendering holder of those notes promptly after the expiration date.

        Holders who tender outstanding notes in connection with the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes in connection with the exchange offer. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. See "—Fees and Expenses" for a description of the fees and expenses that we will pay in connection with the exchange offer.

        Our board of directors makes no recommendation to holders of outstanding notes as to whether to tender or refrain from tendering all or any portion of their outstanding notes in the exchange offer. In addition, no one has been authorized to make any similar recommendation. Holders of outstanding notes must make their own decision whether to tender in the exchange offer and, if so, the aggregate amount of outstanding notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisers, if any, based on their financial position and requirements.

Expiration Date; Extensions; Amendments

        The term "expiration date" means 5:00 p.m., New York City time, on                        , 2004 unless we extend the exchange offer, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended.

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        We expressly reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time:

•

to delay the acceptance of the outstanding notes for exchange;



•

to terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, if we determine that any of the events or conditions referred to under "—Conditions to the Exchange Offer" has occurred or exists or has not been satisfied;



•

to extend the expiration date of the exchange offer and retain all outstanding notes tendered in the exchange offer, subject, however, to the right of holders of outstanding notes to withdraw their tendered outstanding notes as described under "—Withdrawal Rights;" and



•

to waive any condition or otherwise amend the terms of the exchange offer in any respect.

        If the exchange offer is amended in a manner that we determine to constitute a material change, or if we waive a material condition of the exchange offer, we will promptly disclose such amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Securities Exchange Act of 1934.

        Any delay in acceptance, termination, extension or amendment will be followed promptly by:

•

oral or written notice of the change to the exchange agent, with any such oral notice to be promptly confirmed in writing; and



•

a public announcement of the change, which announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to an appropriate news agency.

Acceptance for Exchange and Issuance of Exchange Notes

        Upon the terms and subject to the conditions of the exchange offer, promptly after the expiration date we will exchange, and will issue to the exchange agent, exchange notes for outstanding notes validly tendered and not withdrawn as described under "—Withdrawal Rights."

        In all cases, delivery of exchange notes in exchange for outstanding notes tendered and accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of:

•

outstanding notes or a book-entry confirmation of a book-entry transfer of outstanding notes into the exchange agent's account at DTC;



•

the letter of transmittal, or a facsimile of the letter, properly completed and duly executed, with any required signature guarantees; and



•

any other documents required by the letter of transmittal.

        Accordingly, the delivery of exchange notes might not be made to all tendering holders at the same time, and will depend upon when outstanding notes, book-entry confirmations with respect to outstanding notes and other required documents are received by the exchange agent.

        The term "book-entry confirmation" means a timely confirmation of a book-entry transfer of outstanding notes into the exchange agent's account at DTC.

20

        Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, outstanding notes validly tendered and not withdrawn as, if and when we give oral or written notice to the exchange agent of our acceptance of those outstanding notes for exchange in the exchange offer. Any such oral notice shall be promptly confirmed in writing. Our acceptance for exchange of outstanding notes tendered through any of the procedures described above will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer. The exchange agent will act as agent for us for the purpose of receiving tenders of outstanding notes, Letters of Transmittal and related documents, and as agent for tendering holders for the purpose of receiving outstanding notes, letters of transmittal and related documents and transmitting exchange notes to holders who validly tendered outstanding notes. The exchange will be made promptly after the expiration date. If for any reason whatsoever the acceptance for exchange or the exchange of any outstanding notes tendered in the exchange offer is delayed, whether before or after our acceptance for exchange of outstanding notes, or we extend the exchange offer or are unable to accept for exchange or exchange outstanding notes tendered in the exchange offer, then, without prejudice to our rights set forth in this prospectus, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-l(c) under the Securities Exchange Act of 1934, retain tendered outstanding notes and such outstanding notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under "—Withdrawal Rights."

Procedures for Tendering Outstanding Notes

        Valid Tender.    Except as set forth below, in order for outstanding notes to be validly tendered in the exchange offer, either:

1.

before the expiration date,



•

a properly completed and duly executed letter of transmittal, or facsimile of the letter with any required signature guarantees and any other required documents, must be received by the exchange agent at the address set forth under "—Exchange Agent," and



•

tendered outstanding notes must be received by the exchange agent, or such outstanding notes must be tendered according to the procedures for book-entry transfer described below and a book-entry confirmation must be received by the exchange agent; or



2.

the guaranteed delivery procedures set forth below must be complied with.

        If less than all of the outstanding notes are tendered, a tendering holder should fill in the amount of outstanding notes being tendered in the appropriate box on the letter of transmittal. The entire amount of outstanding notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by us, evidence satisfactory to us, in our sole discretion, of such person's authority to so act must be submitted.

        Any beneficial owner of outstanding notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact such entity promptly if such beneficial owner wishes to participate in the exchange offer.

        The method of delivery of outstanding notes, the letter of transmittal and all other required documents is at the option and sole risk of the tendering holder, and delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to

21

assure timely delivery and should obtain proper insurance. No letter of transmittal or outstanding notes should be sent to GTECH. Holders may request that their respective brokers, dealers, commercial banks, trust companies or nominees effect these transactions for them.

        Book-Entry Transfer.    The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's book-entry transfer facility system may make a book-entry delivery of the outstanding notes by causing DTC to transfer those outstanding notes into the exchange agent's account at DTC according to DTC's procedures for transfers. However, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal, or facsimile of the letter, properly completed and duly executed, with any required signature guarantees and any other required documents, must in any case be delivered to and received by the exchange agent at its address set forth under "—Exchange Agent" before the expiration date, or the guaranteed delivery procedure set forth below must be complied with.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        Signature Guarantees.    Tendering holders do not need to endorse their certificates for outstanding notes, and signature guarantees on a letter of transmittal or a notice of withdrawal, as the case may be, are unnecessary unless:

•

a certificate for outstanding notes is registered in a name other than that of the person surrendering the certificate; or



•

a registered holder completes the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the letter of transmittal.

In either of these cases, the certificates for outstanding notes must be duly endorsed or accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the letter of transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 as an "eligible guarantor institution," including, as such terms are defined in that rule:

•

a bank;



•

a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;



•

a credit union;



•

a national securities exchange, registered securities association or clearing agency; and



•

a savings association that is a participant in a Securities Transfer Association,

unless surrendered on behalf of such eligible institution.

        Guaranteed Delivery.    If a holder desires to tender outstanding notes in the exchange offer and the certificates for the outstanding notes are not immediately available or time will not permit all required documents to reach the exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, the outstanding notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

•

the tenders are made by or through an eligible institution;



•

before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying the letter of transmittal, stating the name and address of the holder of outstanding notes and the amount of outstanding notes tendered, stating that the tender is being

22

made by the notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent. The Notice of Guaranteed Delivery may be delivered by hand, or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery; and

•

the certificates (or book-entry confirmation) representing all tendered outstanding notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal, with any required signature guarantees and any other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

        Determination of Validity.    All questions as to the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered outstanding notes will be determined by us, in our sole discretion, and that determination shall be final and binding on all parties. We reserve the absolute right, in our sole and absolute discretion, to reject any and all tenders that we determine are not in proper form or the acceptance for exchange of which may, in the view of our counsel, be unlawful. We also reserve the absolute right, subject to applicable law, to waive any of the conditions of the exchange offer as set forth under "—Conditions to the Exchange Offer" or any defect or irregularity in any tender of outstanding notes of any particular holder whether or not we waive similar defects or irregularities in the case of other holders.

        Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding on all parties. No tender of outstanding notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. None of GTECH, any affiliates of GTECH, the exchange agent or any other person shall be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Resales of Exchange Notes

        Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us, we believe that holders of outstanding notes, other than any holder that is (1) a broker-dealer that acquired outstanding notes as a result of market-making activities or other trading activities or (2) a broker-dealer that acquired outstanding notes directly from us for resale under Rule 144A or another available exemption under the Securities Act of 1933, who exchange their outstanding notes for exchange notes in the exchange offer may offer for resale, resell and otherwise transfer such exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

such exchange notes are acquired in the ordinary course of such holders' business;



•

such holders have no arrangement or understanding with any person to participate in the distribution of such exchange notes; and



•

such holders are not "affiliates" of GTECH within the meaning of Rule 405 under the Securities Act.

        However, the staff of the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes in the exchange offer, where such outstanding notes were acquired by

23

such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

        In the event that:

•

due to any change in law or applicable interpretations of the staff of the SEC we determine that we are not permitted to effect the exchange offer;



•

for any other reason the exchange offer is not consummated on or prior to the 180th day following the issuance of the outstanding notes; or



•

any initial purchaser so requests with respect to outstanding notes that are not eligible to be exchanged for exchange notes in the exchange offer,

then we will file with the SEC a shelf registration statement to cover resales of outstanding notes. See "Registration Rights Agreement."

Withdrawal Rights

        Except as otherwise provided herein, tenders of outstanding notes may be withdrawn at any time before the expiration date.

        In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of such notice of withdrawal must be timely received by the exchange agent at its address set forth under "—Exchange Agent" before the expiration date. Any notice of withdrawal must specify the name of the person who tendered the outstanding notes to be withdrawn, the principal amount of outstanding notes to be withdrawn and, if certificates for such outstanding notes have been tendered, the name of the registered holder of the outstanding notes as set forth on the outstanding notes, if different from that of the person who tendered the outstanding notes.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, the notice of withdrawal must specify the serial numbers on the particular certificates for the outstanding notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of outstanding notes tendered for the account of an eligible institution.

        If outstanding notes have been tendered by the procedures for book-entry transfer set forth in "—Procedures for Tendering Outstanding Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of outstanding notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of outstanding notes may not be rescinded. Outstanding notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time before the expiration date by following any of the procedures described above under "—Procedures for Tendering Outstanding Notes."

        All questions as to the validity, form and eligibility, including time of receipt, of such withdrawal will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. None of GTECH, any affiliates of GTECH, the exchange agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any outstanding notes which have been tendered but which are withdrawn will be returned to the holder of those notes promptly after withdrawal.

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Conditions to the Exchange Offer

        Notwithstanding any other provisions of the exchange offer or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any outstanding notes for any exchange notes and will not be required to issue exchange notes in exchange for any outstanding notes, and, as described below, may, at any time and from time to time, terminate or amend the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions or exists or have not been satisfied before the expiration date:

•

there shall occur a change in the current interpretation by the staff of the SEC which permits the exchange notes issued in exchange for outstanding notes in the exchange offer to be offered for resale, resold and otherwise transferred by their holders, other than broker-dealers that acquired outstanding notes as a result of market-making or other trading activities or broker-dealers that acquired outstanding notes directly from GTECH for resale under Rule 144A or another available exemption under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holders' business, the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes and such holders are not "affiliates" of GTECH within the meaning of Rule 405 under the Securities Act;



•

any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;



•

any law, statute, rule or regulation shall have been adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;



•

a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings shall have been initiated or, to our knowledge, threatened for that purpose;



•

any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or



•

any change, or any development involving a prospective change, in our business or financial affairs has occurred which, in our sole judgment, might materially impair our ability to proceed with the exchange offer.

        If we determine that any of the foregoing events or conditions has occurred or exists or has not been satisfied at any time prior to the expiration date, we may, subject to applicable law, terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Securities Exchange Act of 1934.

United States Federal Income Tax Consequences

        The exchange of the outstanding notes for the exchange notes will not constitute a taxable exchange for federal income tax purposes, and holders of outstanding notes should not recognize any taxable gain or loss or any interest income as a result of such exchange. See "Certain United States Federal Income Tax Considerations" below.

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Exchange Agent

        We have appointed The Bank of New York as exchange agent for the exchange offer. Delivery of the letters of transmittal and any other required documents, questions, requests for assistance, and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent as follows:

The Bank of New York
101 Barclay Street—7 East
New York, NY 10286
Attention: Reorganization Department
Telecopier No.: (212) 815-6339

        Delivery to other than the above address or facsimile number will not constitute a valid delivery.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. Additional solicitation may be made personally or by telephone or other means by officers, directors or employees of GTECH.

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of outstanding notes and in handling or tendering for their customers. However, we will not pay any fees or disbursements of any counsel or other advisor or expert retained by you other than the one nationally recognized firm acting as special counsel to all holders of outstanding notes.

        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that if exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the amount of any such transfer tax, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

        The net proceeds from the October 2003 offering of the outstanding notes were approximately $248.1 million, after deduction of the initial purchasers' discounts and fees. We intend to use the proceeds from the outstanding notes for general corporate purposes, which may include, in part, funding all or part of the initial $150 million cash purchase price of our announced acquisition of Spielo Manufacturing Inc., funding all or part of the additional $35 million that we may be required to pay if Spielo meets certain business objectives after 18 months, or funding other future acquisitions. Pending the use of these funds, we will invest them in short-term investment-grade securities.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of August 23, 2003:

(a)

on an actual basis; and

(b)

on a pro forma basis to give effect to the acquisition of Interlott and the retirement of $5 million of our 7.87% Series B Senior Notes due 2007, both occurring in September 2003 (after the close of our fiscal 2004 second quarter); and

(c)

as further adjusted to give effect to the transactions described in (b) above and the issuance and sale of the outstanding notes.

			As of August 23, 2003
			Actual			Pro Forma			Pro Forma As Adjusted
			(in thousands, except share amounts)
Cash and cash equivalents(1)			$	94,322		$	32,158		$	279,463
Short-term borrowings			$	2,219		$	2,219		$	2,219
Long-term debt (including current portion)(2):
	Notes offered hereby		$	—		$	—		$	250,000
	1.75% Convertible Debentures due 2021			175,000			175,000			175,000
	7.87% Series B Senior Notes due 2007			95,000			90,000			90,000
	Other			25,408			24,822			24,822
		Total long-term debt		295,408			289,822			539,822
		Total debt		297,627			292,041			542,041
Shareholders' equity:
	Preferred Stock, par value $.01 per share—20,000,000 shares authorized; none issued			—			—			—
	Common Stock, par value $.01 per share—150,000,000 shares authorized; 92,296,404 shares issued; 58,235,704 (actual) and 58,953,316 (pro forma and pro forma as adjusted) shares outstanding(3)			923			923			923
	Additional paid-in capital			245,962			266,019			266,019
	Accumulated other comprehensive loss			(91,433	)		(91,433	)		(91,433	)
	Retained earnings			765,230			765,127			765,127
				920,682			940,636			940,636
	Less treasury stock			(487,057	)		(476,845	)		(476,845	)
		Total shareholders' equity		433,625			463,791			463,791
		Total capitalization	$	731,252		$	755,832		$	1,005,832

(1)

Does not reflect the possible use of $150 million of cash to pay the initial purchase price in connection with our anticipated acquisition of Spielo Manufacturing Inc., or to pay up to $35 million as a purchase price adjustment 18 months after the acquisition if the business meets certain objectives. See "Use of Proceeds."

(2)

Does not include approximately $28.0 million of secured long-term debt of West Greenwich Technology Associates, L.P., the partnership that owns our world headquarters facilities, that we will include as a liability in our consolidated financial statements beginning in the third quarter of our fiscal 2004 as a result of the requirements of FIN 46. See Item 1, Note 12, "Recent Accounting Pronouncements" in our quarterly report on Form 10-Q for the fiscal quarter ended August 23, 2003.

(3)

Does not include shares issuable upon exercise of outstanding stock options or available for grant under our stock award plans or shares issuable upon conversion of our 1.75% convertible debentures due 2021.

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THE SUBSIDIARY GUARANTORS

        GTECH Corporation, a Delaware corporation, is a wholly-owned direct subsidiary of GTECH Holdings Corporation and our principal operating subsidiary.

        GTECH Rhode Island Corporation is a Rhode Island corporation and a wholly-owned direct subsidiary of GTECH Corporation that purchases GTECH Corporation's accounts receivable, holds intellectual property and licenses such intellectual property to GTECH Corporation and lends money to and manages the investments of GTECH Corporation and its subsidiaries.

        GTECH Latin America Corporation is a Delaware corporation and a direct wholly-owned subsidiary of GTECH Corporation that operates several lotteries in Latin America and the Caribbean.

        Interlott Technologies, Inc. is a Delaware corporation and a direct wholly-owned subsidiary of GTECH Corporation. We acquired Interlott, a provider of instant ticket vending machines, in September 2003.

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DESCRIPTION OF THE EXCHANGE NOTES

        The following description of the exchange notes is only a summary and is not intended to be comprehensive. For purposes of this "Description of the Exchange Notes," the terms "GTECH," "we," "our," "ours" and "us" refer only to GTECH Holdings Corporation and not to any of our subsidiaries.

General

        The outstanding notes were, and the exchange notes (together as used in this "Description of the Exchange Notes," the "notes") will be, issued pursuant to an indenture dated as of October 15, 2003, by and among GTECH Holdings Corporation, the subsidiary guarantors, and The Bank of New York, as trustee. The form and term of the exchange notes will be the same as the form and term of the outstanding notes, except that the offering and distribution of the exchange notes have been registered under the Securities Act of 1933.

        We issued outstanding notes with an aggregate principal amount of $250,000,000 and will issue up to an equal aggregate principal amount of exchange notes pursuant to this exchange offer. The notes bear interest at a rate of 4.750% per year, and will mature on October 15, 2010. We may issue additional notes from time to time, without the consent of the holders of the notes. The notes will be issued in registered form without coupons only in denominations of $1,000 and integral multiples of $1,000. The entire principal amount of the notes outstanding will be due and payable on the date of maturity.

        We will pay interest on the notes in arrears on each April 15 and October 15, beginning April 15, 2004, to the person or persons in whose names the notes are registered at the close of business on the April 1 or October 1 immediately preceding the relevant interest payment date, except that we will pay interest payable at maturity or on a redemption date to the person or persons to whom principal is payable. If any date on which interest is payable is not a business day, we will pay interest on the next business day (without any interest or other payment due on the delay). Interest on the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, the actual number of days elapsed. If the maturity date of the notes falls on a day that is not a business day, we will pay the interest and principal payable on the next business day (without any interest or other payment due on the delay). The term "business day," when used with respect to any place of payment for the notes, means a day other than a Saturday or a Sunday, a legal holiday or a day on which banking institutions or trust companies in that place of payment are authorized or obligated by law to close.

        Interest payments for the notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the interest payment date or the date of maturity, as the case may be.

        Holders may present notes for exchange or for registration of transfer at the office or agency maintained by us for that purpose in the Borough of Manhattan, The City of New York. We will not charge a service charge for any exchange or registration of transfer of notes. However, we may require payment of a sum sufficient to cover any tax or other governmental charge payable for the registration of transfer or exchange. The trustee will serve as the initial paying agent, registrar and transfer agent for the notes. At any time we may designate additional paying agents and transfer agents or rescind the designation of any paying agent or transfer agent. However, at all times we will be required to maintain a paying agent and transfer agent for the notes in the Borough of Manhattan, The City of New York.

        Any monies deposited with the trustee or any paying agent or then held by us in trust for the payment of principal, premium, if any, and interest on the notes that remains unclaimed for two years after the date the payments became due and payable, shall, at our request, be repaid to us or released

29

from trust, as applicable, and the holder of the note shall thereafter look, as a general unsecured creditor, only to us for payment thereof.

Guarantees

        The notes will be fully and unconditionally guaranteed by the subsidiary guarantors. If, for any reason, we do not make payment of the principal of, interest or any amounts required under the notes or the indenture when due, whether at maturity, upon redemption or by acceleration or otherwise, the subsidiary guarantors will cause the payment to be made to or to the order of the trustee. The holder of a note will be entitled to payment under the guarantees without taking any action whatsoever against GTECH Holdings Corporation. See "The Subsidiary Guarantors."

        In addition, if our revolving credit facility is guaranteed in the future by additional subsidiary guarantors, GTECH Holdings Corporation will agree in the indenture to cause those subsidiaries to also guarantee the notes.

Ranking of the Notes and the Guarantees

        The notes will be our direct, unsecured and unsubordinated obligations. The notes will rank equally in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future subordinated debt. In addition, the notes will effectively rank junior to any secured indebtedness that we may incur to the extent of the value of the assets securing such indebtedness. The guarantees will be unsecured and unsubordinated obligations of GTECH Corporation, GTECH Rhode Island Corporation, GTECH Latin America Corporation and Interlott Technologies, Inc., respectively, and will rank equally in right of payment with all of such subsidiary guarantors' respective existing and future unsecured and unsubordinated indebtedness, except to the extent prescribed by law.

        As of August 23, 2003, we had outstanding approximately $175.0 million of unsecured, unsubordinated indebtedness ranking equally in right of payment with the notes, and no secured indebtedness, in each case excluding indebtedness of subsidiaries. Although we had no unsecured, subordinated indebtedness outstanding at August 23, 2003, we will include approximately $28.0 million of secured long-term debt of West Greenwich Technology Associates, L.P., the partnership that owns our world headquarters facilities, as a liability in our consolidated financial statements beginning in the third quarter of fiscal 2004, which began August 24, 2003, as a result of the requirements of FIN 46. See Item 1, Note 12, "Recent Accounting Pronouncements" in our quarterly report on Form 10-Q for the fiscal quarter ended August 23, 2003. As of August 23, 2003, the subsidiary guarantors had approximately $509.6 million of liabilities outstanding (including their obligations as guarantors of our $175.0 million convertible debentures due 2021), none of which is secured. These amounts do not include the liabilities of Interlott Technologies, Inc., which we acquired after the end of our fiscal second quarter 2004. As a result of our holding company structure, the notes will be structurally subordinated to all of the liabilities of any of our subsidiaries that do not guarantee the notes. As of August 23, 2003, our subsidiaries that are not guaranteeing the notes had outstanding liabilities of $174.8 million, including trade payables. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their debt and their trade creditors will generally be entitled to payment of their claims from the assets of such subsidiaries before any assets are made available for distribution to us. Except as described below under "—Certain Covenants" with respect to secured indebtedness, the indenture will not limit the amount of indebtedness we or our subsidiaries may incur.

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Optional Redemption

        We will have the right to redeem the notes, in whole at any time or in part from time to time prior to maturity, on at least 30 days' but no more than 60 days' prior written notice mailed to the registered holders of the notes to be redeemed. The redemption price will be equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum as determined by the Quotation Agent (as defined below), of the present values of the principal amount and the remaining scheduled payments of interest on such notes to be redeemed (exclusive of interest accrued to the date of redemption), in each case discounted from their respective scheduled payment dates to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis points, (the Make-Whole Amount), plus, in each case, accrued and unpaid interest thereon to the redemption date.

        If money sufficient to pay the redemption price of, and accrued interest on, the notes to be redeemed on the redemption date is deposited with the trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after the redemption date, interest will cease to accrue on such notes called for redemption. If any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or other payment due to the delay.

        If less than all of the notes are to be redeemed, the trustee will select the notes for redemption on a pro rata basis, by lot or by such other method as the trustee deems appropriate and fair in principal amounts of $1,000 or integral multiples of $1,000.

        "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining life of the notes to be redeemed that would be utilized, at the time of selection, and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining life of the notes to be redeemed.

        "Comparable Treasury Price" means, with respect to any redemption date, the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and the lowest of such Reference Treasury Dealer Quotations, or if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

        "Quotation Agent" means the Reference Treasury Dealer appointed by GTECH.

        "Reference Treasury Dealer" means each of Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, their respective successors and three other primary U.S. Government securities dealers in The City of New York selected by GTECH. If Citigroup Global Markets Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated shall cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), GTECH shall substitute therefor another Primary Treasury Dealer.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding the redemption date.

        "Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semiannual or equivalent yield to maturity or interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third business day preceding such redemption date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.

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        GTECH may at any time, and from time to time, purchase notes at any price or prices in the open market or otherwise.

        The notes will not be subject to any sinking fund provision.

Certain Covenants

        We will be bound by certain restrictions under the indenture. Other than as described below under "—Restrictions on Secured Debt," "—Restrictions on Sales and Leasebacks," and "—Consolidation, Merger and Sale of Assets," the indenture does not contain any provisions that would limit our ability to incur indebtedness or that would afford holders of the notes protection in the event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction involving us. Accordingly, we could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise affect our capital structure or credit rating.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms.

        "Attributable Debt" means, as to any particular lease relating to a sale and leaseback transaction, the present value of the sum of all rental and other obligations required to be paid by the lessee on account of maintenance and repairs, insurance, taxes and similar charges, required to be paid by the guarantor or any Restricted Subsidiary under such lease during the remaining term of the lease (determined in accordance with generally accepted financial practice using a discount factor equal to the interest rate implicit in such lease).

        "Consolidated Assets" means, as of any date of determination, the total assets of GTECH and its Restricted Subsidiaries as determined on a consolidated basis in accordance with generally accepted accounting principles, or GAAP, as of such date, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of Restricted Subsidiaries.

        "Debt" means with respect to any person, any indebtedness of such person, whether or not contingent, (i) in respect of borrowed money evidenced by bonds, notes, debentures or similar instruments, (ii) secured by a mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by such person, (iii) in respect of the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued, or (iv) in respect of any lease of property by such person as lessee which is reflected in such person's consolidated balance sheet as a capitalized lease in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation by such person to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of another person. Items of Debt under (i) through (iii) above shall be included only to the extent that any such items (other than letters of credit) would appear as a liability on such person's consolidated balance sheet in accordance with GAAP.

        "Real Property" means any real property, and any building, structure or other facility thereon, located in the United States, its territories and possessions, that GTECH or any Subsidiary owns or leases and that has a gross book value (without deduction of any depreciation reserves) on the date as of which the determination is being made in excess of one percent of Consolidated Assets other than real property which if not owned or leased by GTECH or any Subsidiary, in the opinion of our board of directors, would not have a material adverse effect on the business conducted by GTECH and its Subsidiaries as an entirety.

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        "Restricted Subsidiary" means any direct or indirect Subsidiary of GTECH that generates five percent or more of GTECH's consolidated revenue or income or that has total assets equal to or greater than five percent of GTECH's total consolidated assets. In addition, the Board of Directors of GTECH may designate any other subsidiary as a Restricted Subsidiary.

        "Subsidiary" means a corporation, association, partnership or other entity of which GTECH or one or more Subsidiaries of GTECH own, directly or indirectly, at least a majority of the outstanding voting interest.

Restrictions on Secured Debt

        GTECH will not, and will not permit any Restricted Subsidiary to, incur, issue, assume or guarantee any Debt secured by a pledge of, or mortgage or other lien on, any Real Property or on any shares of stock or Debt of any Restricted Subsidiary (which pledges, mortgages and other liens we refer to as a "Mortgage" or "Mortgages"), without providing that the notes shall be secured equally and ratably with (or prior to) such secured Debt.

        This obligation will not apply if, after giving effect to the secured Debt, the aggregate amount of all such Debt secured by a Mortgage, together with all Attributable Debt of GTECH and its Restricted Subsidiaries in respect of sale and leaseback transactions (other than sale and leaseback transactions in which the net proceeds of the Real Property is applied to retire the notes or certain other Debt or used to acquire assets (other than current assets) to be used in the ordinary course of business of GTECH or its Restricted Subsidiaries, as the case may be), involving Real Properties would not exceed 15% of GTECH's Consolidated Assets.

        This obligation will not apply to, and GTECH will exclude in computing secured Debt for the purpose of the restriction, Debt secured by:

•

Mortgages existing on the execution date of the indenture;



•

Mortgages of any corporation, partnership, association or other entity existing at the time that corporation, partnership, association or other entity becomes a Restricted Subsidiary or obligor under the indenture and that are not incurred in contemplation of such event;



•

Mortgages in favor of GTECH or a Restricted Subsidiary by a Restricted Subsidiary;



•

Mortgages in favor of the United States of America or any state thereof, or any foreign government or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;



•

Mortgages that are (1) existing at the time of the acquisition of the Real Property, shares of stock or Debt subject to such Mortgage (including acquisition through merger or consolidation), if the Mortgage is not incurred in contemplation of such event, or (2) granted to secure the payment of all or any part of the purchase price, construction cost or development cost of the property, shares or Debt subject to the Mortgage, or to secure Debt incurred for the purpose of financing all or part of the purchase price or construction or development cost of the property, shares or Debt subject to the Mortgage within 360 days after such acquisition or completion of construction or development;



•

Mortgages incurred or deposits made to secure the performance of tenders, statutory obligations, surety bonds, bids, performance bonds and other similar obligations;



•

Mortgages incidental to the normal conduct of the business of GTECH or any Restricted Subsidiary or the ownership of their properties or assets and that are not incurred in connection with the incurrence of Debt and that do not in the aggregate materially impair the use of such property or assets subject to such Mortgage in the operation of the business of GTECH and its

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Subsidiaries, taken as a whole, or the value of such property or assets for the purpose of such business;

•

Mortgages created by or resulting from any litigation or legal proceeding that is effectively stayed while the underlying claims are being contested in good faith by appropriate proceedings and with respect to which GTECH or such Subsidiary has established adequate reserves in accordance with GAAP;



•

any extension, renewal or refinancing (or successive extensions, renewals or refinancings), as a whole or in part, of any of the foregoing; provided, however, that (1) such extension, renewal or refinancing Mortgage will be limited to all or a part of the same Real Property, shares of stock or Debt that secured the Mortgage extended, renewed or refinanced (plus improvements on such Real Property) and (2) the principal amount of Debt secured by such Mortgage is not increased to an amount exceeding the level of the principal amount of the Debt immediately prior to such extension, renewal or refinancing and any premium, accrued and unpaid interest and capitalized interest payable on the previous amount; and



•

Mortgages for taxes, assessments, governmental charges or levies in respect of taxes either not yet due and payable or that are being contested in good faith and by appropriate proceedings and with respect to which GTECH or such Subsidiary has established adequate reserves in accordance with GAAP.

Restrictions on Sales and Leasebacks

        Neither GTECH nor any Restricted Subsidiary may enter into any sale and leaseback transaction involving any Real Property, completion of construction and commencement of full operation of which has occurred more than 360 days previously, unless either:

•

GTECH or the Restricted Subsidiary could create Debt secured by a Mortgage on the Real Property under the restrictions described under "—Restrictions on Secured Debt" above in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the notes; or



•

GTECH or the Restricted Subsidiary, within 180 days, applies to (A) the retirement of the notes or other Debt of GTECH or any of its Restricted Subsidiaries maturing more than one year after the sale or transfer or (B) the acquisition of assets (other than current assets) to be used in the ordinary course of business of GTECH or such Restricted Subsidiary, as the case may be, an amount equal to the net proceeds of the sale or transfer of the Real Property sold and leased pursuant to that arrangement.

        This restriction will not apply to any sale and leaseback transaction between GTECH and a Restricted Subsidiary or between Restricted Subsidiaries or involving the taking back of a lease for a period of three years or less.

Consolidation, Merger and Sale of Assets

        The indenture prohibits us or any subsidiary guarantor from consolidating with or merging into another business entity, or transferring or leasing substantially all of our respective assets, unless:

•

either (1) we or such subsidiary guarantor, as the case may be, are the surviving person or (2) the resulting, surviving or acquiring entity, if other than GTECH or such subsidiary guarantor, as the case may be, is a U.S. corporation and it expressly assumes our obligations with respect to the notes and the indenture or such subsidiary guarantor's obligations under the related guarantees, as the case may be, by executing a supplemental indenture;

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•

immediately after giving effect to the transaction, no default or event of default would occur or be continuing; and



•

we or such subsidiary guarantor, as applicable, have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that the consolidation, merger, transfer or lease complies with the indenture.

        When such person assumes our or the subsidiary guarantor's obligations under such circumstances, subject to certain exceptions, we or the subsidiary guarantor, as the case may, be shall be discharged from all obligations under the notes or the related guarantee and the indenture.

Events of Default

        Any of the following events will constitute an event of default for the notes under the indenture:

•

failure to pay interest on the notes for 30 days past the applicable due date;



•

failure to pay principal of, or premium, if any, on the notes when due (whether at maturity, upon redemption or otherwise);



•

failure by us or any subsidiary guarantor to perform any other covenant or agreement in the indenture which continues for 90 days after written notice from the trustee or holders of 25% of the outstanding principal amount of the notes as provided in the indenture;



•

our or a subsidiary guarantor's default in the payment at final maturity, after the expiration of any applicable grace period, of principal of or premium, if any, on indebtedness for money borrowed, other than non-recourse indebtedness, in the principal amount then outstanding of $30 million or more, or acceleration of any indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within ten business days after notice to us or that subsidiary guarantor;



•

the guarantees cease to be, or we or any of the subsidiary guarantors assert in writing that the guarantees are not, in full force and effect and enforceable in accordance with the terms of the indenture; and



•

specified events relating to our or a subsidiary guarantor's bankruptcy, insolvency or reorganization.

        If an event of default shall have occurred and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding may declare the principal amount plus the interest on the notes accrued through the date of such declaration to be immediately due and payable. In the case of certain events of bankruptcy or insolvency of our company or a subsidiary guarantor, the principal amount plus the interest on the notes accrued through the occurrence of such event shall automatically become and be immediately due and payable.

        Before the acceleration of the maturity of the notes, the holders of a majority in aggregate principal amount of the notes may, on behalf of the holders of all the notes, waive any past default or event of default and its consequences, except (1) a default in the payment of the principal, premium, or interest with respect to the notes or (2) a default with respect to a provision of the indenture that cannot be amended without the consent of each holder affected by the amendment. In case of a waiver of a default, that default shall cease to exist, any event of default arising from that default shall be deemed to have been cured for all purposes, and GTECH, the trustee, and the holders of the notes will be restored to their former positions and rights under the indenture.

        The trustee under the indenture will, within 90 days after the occurrence of a default known to it with respect to the notes, give to the holders of the notes notice of all uncured defaults known to it,

35

unless the defaults have been cured or waived before the giving of the notice, but the trustee will be protected in withholding the notice if it in good faith determines that the withholding of the notice is in the interest of the holders of the notes, except in the case of default in the payment of principal, premium, if any, or interest.

        Except to enforce the right to receive payment of principal, premium, if any, or interest when due, a holder may institute a suit against us for enforcement of such holder's rights under the indenture, for the appointment of a receiver or trustee or for any other remedy only if the following conditions are satisfied:

•

the holder gives the trustee written notice of a continuing event of default;



•

holders of at least 25% of the aggregate principal amount of the notes make a request, in writing, and offer reasonable indemnity, to the trustee for the trustee to institute the requested proceeding;



•

the trustee does not receive direction contrary to the holder's request within 60 days following such notice, request and offer of indemnity under the terms of the indenture; and



•

the trustee does not institute the requested proceeding within 60 days following such notice.

        The indenture will require us every year to deliver to the trustee a statement as to performance of our obligations under the indenture and as to any defaults.

        A default in the payment of the notes, or a default with respect to the notes that causes them to be accelerated, may give rise to a cross-default under our credit facilities or other indebtedness.

Satisfaction and Discharge of the Indenture

        The indenture will generally cease to be of any further effect if:

•

we have delivered to the trustee for cancellation all of the notes (with certain limited exceptions); or



•

all notes not previously delivered to the trustee for cancellation have become due and payable, and we or the subsidiary guarantors have deposited with the trustee as trust funds the entire amount sufficient to pay at maturity or upon redemption all of the notes;

and if, in either case, we also pay or cause to be paid all other sums payable under the indenture by us.

Legal Defeasance and Covenant Defeasance

        The notes will be subject to the defeasance and discharge provisions of the indenture. The indenture will provide that we may elect either:

•

legal defeasance—which will permit us to defease and be discharged from, subject to limitations, all of our obligations with respect to the notes; or



•

covenant defeasance—which will permit us to be released from our obligations to comply with covenants relating to the notes.

        If we exercise our legal defeasance option with respect to the notes, payment of the notes may not be accelerated because of an event of default. If we exercise our covenant defeasance option with respect to the notes, payment of the notes may not be accelerated because of an event of default related to the specified covenants.

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        We may invoke legal defeasance or covenant defeasance with respect to the notes only if:

•

we irrevocably deposit with the trustee, in trust, an amount in funds or U.S. government obligations which, through the payment of principal and interest in accordance with their terms, will provide money in an amount sufficient to pay, when due upon maturity or redemption, as the case may be, the principal of, premium, if any, and interest on the notes;



•

we deliver to the trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. government obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due with respect to all notes to maturity or redemption, as the case may be;



•

123 days pass after the deposit is made and, during the 123-day period, no default relating to our or a subsidiary guarantor's bankruptcy, insolvency or reorganization occurs that is continuing at the end of that period;



•

no default or event of default has occurred and is continuing on the date of the deposit and after giving effect to the deposit;



•

the deposit is not a default under any other agreement binding on us;



•

we deliver to the trustee an opinion of counsel to the effect that the trust resulting from the deposit will not violate the Investment Company Act of 1940;



•

we deliver to the trustee an opinion of counsel to the effect that the holders of notes will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law); and



•

we deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance and discharge of the notes as contemplated by the indenture have been complied with.

        In the event we are discharged by virtue of these defeasance provisions, any subsidiary guarantors will also be discharged.

Modification and Waiver

        We, together with the trustee and the subsidiary guarantors, may enter into supplemental indentures that add, change or eliminate provisions of the indenture or modify the rights of the holders of the notes with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding. However, without the consent of each holder, no supplemental indenture may:

•

change the record or payment dates for interest payments, reduce the rate of interest on any note or extend the time of payment of interest;



•

change the stated maturity of any note;



•

reduce the principal amount or redemption price with respect to any note;



•

make any note payable in money or securities other than that stated in the note;



•

impair the right to institute suit for the enforcement of any payment with respect to the notes;



•

modify the guarantees in a manner adverse to holders of the notes; or

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•

change the provisions in the indenture that relate to waivers of past defaults and covenants or modification and amendment of the indenture, except to increase any percentage specified in the indenture.

        Without the consent of any holder of notes, we, together with the trustee and the subsidiary guarantors, may enter into supplemental indentures for any of the following purposes:

•

to evidence our or a subsidiary guarantor's successor and the assumption by that successor of our or the subsidiary guarantor's obligations under the indenture and the notes or the guarantees, as the case may be;



•

to add to our or a subsidiary guarantor's covenants for the benefit of the holders of the notes or to surrender any right or power conferred upon us or a subsidiary guarantor;



•

to secure our obligations in respect of the notes;



•

to make any changes or modifications to the indenture necessary in connection with the registration of the notes and the guarantees under the Securities Act of 1933 and the qualification of the indenture under the Trust Indenture Act of 1939 as contemplated by the indenture;



•

to cure any ambiguity, omission, defect or inconsistency in the indenture; and



•

to add additional guarantors.

        No supplemental indenture entered into pursuant to the second, third, fourth, fifth or sixth bullet points of the preceding paragraph may be entered into without the consent of the holders of a majority in aggregate principal amount of the notes, if such supplemental indenture may materially and adversely affect the interests of the holders of the notes.

        The holders of a majority in aggregate principal amount of the outstanding notes may, on behalf of the holders of all notes:

•

waive our and the subsidiary guarantors' compliance with restrictive provisions of the indenture, as detailed in the indenture; and



•

waive any past default under the indenture and its consequences, except a default in the payment of the principal amount, accrued and unpaid interest or redemption price with respect to any note or in respect of any provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding note affected.

The Trustee

        The Bank of New York is the trustee, registrar and paying agent for the notes. We and certain of our subsidiaries maintain customary banking and lending relationships with the trustee from time to time. The trustee also serves as trustee under the indenture for our 1.75% convertible debentures due 2021. In addition, an affiliate of The Bank of New York, BNY Capital Markets, Inc., was one of the initial purchasers of the outstanding notes.

Governing Law

        The indenture, the notes and the related guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

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REGISTRATION RIGHTS AGREEMENT

        In connection with the issuance of the outstanding notes, we and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers of the notes for the benefit of the holders of the notes. Under this agreement, we agreed, at our cost, use our best efforts:

•

to file with the SEC within 60 days after the date of issuance of the notes a registration statement under the Securities Act of 1933 relating to an exchange offer for the outstanding notes, pursuant to which the exchange notes would be offered in exchange for the then outstanding notes;



•

to cause the exchange offer registration statement to be declared effective under the Securities Act of 1933 within 150 days after the date of issuance of the notes and to keep the exchange offer registration statement effective until the closing of the exchange offer; and



•

unless the exchange offer would not be permitted by applicable law or SEC policy, to cause the exchange offer to be consummated within 180 days after the date of issuance of the notes.

This exchange offer is being conducted to satisfy our obligations under this agreement.

        We agreed to keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date on which notice of the exchange offer is mailed to the registered holders of the notes. See "The Exchange Offer."

        After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.

        Based on existing interpretations of the Securities Act of 1933 by the staff of the Division of Corporation Finance of the SEC set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes issued pursuant to the exchange offer may be offered for resale, resold and transferred by the holders thereof without further compliance with the registration and prospectus delivery requirements of the Securities Act of 1933. However, any purchaser of notes who is an affiliate of ours or who intends to participate in the exchange offer for the purpose of distributing the exchange notes or any broker-dealer who purchased notes from us or one of our affiliates to resell pursuant to Rule 144A or any other available exemption under the Securities Act of 1933:

•

will not be able to rely on the interpretations of the Staff set forth in the above-mentioned no-action letters;



•

will not be able to tender its notes in the exchange offer; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

We have not sought our own no-action letter and there is no assurance that the staff of the SEC would make a similar determination with respect to the exchange notes as it has in such no-action letters to third parties.

        Each holder, other than certain specified holders, who wishes to exchange its notes for exchange notes pursuant to the exchange offer will be required to represent that:

•

it is not an affiliate of ours;



•

the exchange notes to be received by it will be acquired in the ordinary course of its business; and

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•

at the time of the consummation of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act of 1933) of the notes or the exchange notes.

        In addition, in connection with any resales of exchange notes, any broker-dealer who acquired notes for its own account as a result of market-making activities or other trading activities must deliver a prospectus meeting the requirements of the Securities Act of 1933. The staff of the SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes (other than a resale of an unsold allotment from the original sale of the notes) with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow such broker-dealers to use the prospectus contained in the exchange offer registration statement, for up to 180 days following the exchange offer, in connection with the resale of exchange notes received in exchange for notes acquired by such broker-dealers for their own account as a result of market-making or other trading activities.

        In the event that:

•

due to any change in law or applicable interpretations of the staff of the SEC we determine that we are not permitted to effect the exchange offer;



•

for any other reason the exchange offer is not consummated on or prior to the 180th day following the issuance of the notes; or



•

any initial purchaser so requests with respect to notes that are not eligible to be exchanged for exchange notes in the exchange offer,

then we will, at our cost, in lieu of or in addition to effecting the registration of the exchange notes pursuant to the exchange offer registration statement:

•

as promptly as practicable, but in no event more than 45 days after we are so required or requested, file with the SEC a "shelf" registration statement to cover resales of the notes;



•

use our best efforts to cause the shelf registration statement to be declared effective under the Securities Act of 1933 no later than 90 days after so required or requested; and



•

use our best efforts to keep the shelf registration statement effective until two years from the date of issuance of the notes or until all of the notes covered by the shelf registration statement have been sold.

        We will have the ability to suspend the availability of the shelf registration statement during certain "black out" periods not to exceed an aggregate of 45 days in any 90-day period or an aggregate of 90 days in any twelve-month period under certain circumstances relating to pending corporate developments and similar events.

        In the event of the filing of the shelf registration statement, we will provide to each relevant holder of notes copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes. A holder that sells notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act of 1933 in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification obligations). In addition, each holder will be required to deliver to us information to be used in connection with the shelf registration statement in order to have such holder's notes or exchange notes included in the shelf registration statement.

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        In the event that:

•

we and the subsidiary guarantors fail to file the exchange offer registration statement for the notes with the SEC on or prior to the 60th day following the date of issuance of the notes;



•

the exchange offer registration statement is not declared effective by the SEC on or prior to the 150th day following the date of issuance of the notes;



•

the exchange offer for the notes is not consummated on or prior to the 180th day following the date of issuance of the notes;



•

(1) we and the subsidiary guarantors fail to file any shelf registration statement required to be filed under the registration rights agreement on or prior to the date specified for such filing or (2) any shelf registration statement is not declared effective on or prior to the date specified for such effectiveness; or



•

any required exchange offer registration statement or shelf registration statement is filed and declared effective but shall thereafter cease to be effective or useable in connection with resales of notes or exchange notes in accordance with and during the periods specified in the registration rights agreement (except as specifically permitted in the registration rights agreement),

each such event listed in the five bullet points above, referred to as a "registration default", then the interest rate borne by the notes will be increased by 0.25% per year upon the occurrence of any such registration default, which rate will increase by an additional 0.25% per year if such registration default has not been cured within 90 days after the occurrence thereof and continuing until all registration defaults have been cured, provided that the aggregate amount of any such increase in the interest rate on the notes shall in no event exceed 0.50% per year. All accrued additional interest will be paid to holders of notes in the same manner and at the same time as regular payments of interest on the notes. Following the cure of all registration defaults, the accrual of additional interest will cease and the interest rate will revert to the original rate.

        New York law governs the registration rights agreement. The foregoing is a summary description of material provisions of the registration rights agreement. Because it is a summary, it does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, which is filed as an exhibit to the registration statement of which this prospectus is a part. You should read the registration rights agreement carefully and in its entirety because it, and not this description, defines your rights as a holder of outstanding notes.

        The information set forth above concerning certain interpretations of and positions taken by the SEC staff is not intended to constitute legal advice and prospective investors should consult their own legal advisors with respect to these matters.

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BOOK-ENTRY DELIVERY AND SETTLEMENT

The Global Notes

        The outstanding notes were, and the exchange notes will be, initially issued in the form of one or more permanent global notes in fully registered, global form, without interest coupons, collectively, the Global Notes. The Global Notes were and will be deposited on the date of first issuance with, or on behalf of, The Depository Trust Company, or DTC, and registered in the name of Cede & Co., as nominee of DTC, or remained in the custody of the trustee pursuant to the FAST Balance Certificate Agreement between DTC and the trustee.

        Except as set forth below, each Global Note may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in definitive certificated form, or the Certificated Notes, except in the limited circumstances described below.

        Any outstanding notes not exchanged in the exchange offer will be subject to certain restrictions on transfer and will bear a restrictive legend. In addition, all interests in the Global Notes, including those held through Euroclear or Clearstream Banking, will be subject to the procedures and requirements of DTC, which may change from time to time.

Certificated Notes

        Certificated Notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the Global Notes, upon surrender by DTC of the Global Notes, (i) if DTC or any successor depositary notifies us it is no longer willing or able to act as a depositary for the Global Notes or ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and, in each case, a successor depositary is not appointed within 90 days of such notice or cessation, (ii) if we, at our option, notify the trustee in writing that we elect to cause the issuance of notes in definitive form under the indenture or (iii) upon the occurrence of certain other events as provided pursuant to the indenture.

Book-Entry Procedures for the Global Notes

        The descriptions of the operations and procedures of DTC set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the depositary's settlement system and are subject to change by it from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact DTC or its participants directly to discuss these matters.

        Regarding DTC.    According to DTC, the following information with respect to DTC has been provided to the industry for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. We have obtained the information in this section concerning DTC and DTC's book-entry system from sources that we believe are reliable. However, we take no responsibility for the accuracy of this information.

        DTC is:

•

a limited-purpose trust company organized under the New York Banking Law;



•

a "banking organization" within the meaning of the New York Banking Law;



•

a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and



•

a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934.

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        DTC holds and provides asset servicing for over two million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants, or direct participants, deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants' accounts. This eliminates the need for physical movement of securities certificates. Direct participants include:

•

both U.S. and non-U.S. securities brokers and dealers;



•

banks;



•

trust companies;



•

clearing corporations; and



•

certain other organizations.

        DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, which is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation, as well as by The New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly, or indirect participants, and, together with the direct participants, the participants. DTC has Standard & Poor's highest rating: AAA. The DTC rules applicable to its participants are on file with the SEC.

        Purchases of notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC's records. The ownership interest of each actual purchaser of each note, referred to as a beneficial owner, is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in notes, except in the event that use of the book-entry system for the notes is discontinued. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a Global Note.

        Transfers between participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds.

        Neither we nor the trustee shall be liable for any delay by the depositary, its nominee or any direct or indirect participant in identifying the beneficial owners of the related notes, and each such person may conclusively rely on, and shall be protected in relying on, instructions from the depositary or nominee for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the notes to be issued).

        So long as the depositary for the Global Notes, or its nominee, is the registered owner of the Global Notes, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the Global Notes for all purposes under the indenture. Except as described above, beneficial owners will not:

•

be entitled to have notes represented by the Global Notes registered in their names;

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•

receive or be entitled to receive physical delivery of notes in definitive form; and



•

be considered the owners or holders thereof under the indenture.

        To facilitate subsequent transfers, all notes deposited by direct participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes. DTC's records reflect only the identity of the direct participants to whose accounts the notes are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to notes unless authorized by a direct participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date (identified in a listing attached to the omnibus proxy). However, if there is an event of default under the notes, DTC reserves the right to exchange the Global Notes for Certificated Notes and to distribute such notes to its participants.

        Payments on the notes will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. We understand that DTC's current practice is to credit direct participants' accounts upon DTC's receipt of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC's records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participant and not of DTC, its nominee or us, subject to any statutory or regulatory requirements as may be in effect from time to time.

        DTC may discontinue providing its services as depositary with respect to the notes at any time by giving us reasonable notice. Under such circumstances, in the event that we do not obtain a successor securities depositary, note certificates are required to be printed and delivered.

        We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depositary). In that event, note certificates will be printed and delivered.

        We cannot assure you that DTC will distribute payments on the notes made to DTC or its nominee as the registered owner or any redemption or other notices to the participants, or that the participants or others will distribute the payments or notices to the beneficial owners, or that they will do so on a timely basis, or that DTC will serve and act in the manner described in this prospectus. Beneficial owners should make appropriate arrangements with their broker or dealer regarding distribution of information regarding the notes that may be transmitted by or through DTC.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following summary describes material United States federal income tax consequences of the exchange of outstanding notes for exchange notes pursuant to the exchange offer and the ownership and disposition of the exchange notes. This discussion is limited to the tax consequences to initial holders of the outstanding notes who purchased the notes at the issue price within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended, or the Code, and does not address the tax consequences to subsequent purchasers of the notes. This discussion is based on the provisions of the Code, Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect, and to different interpretations. This discussion assumes that all of the exchange notes will be held as capital assets within the meaning of Section 1221 of the Code, and will not be part of a hedge, conversion or constructive sale transaction or other risk reduction transaction. This discussion is intended for general information only, and does not address all of the tax consequences that may be relevant to particular holders in light of their personal circumstances, or to certain types of holders (such as financial institutions, insurance companies, tax-exempt entities, partnerships and other pass-through entities for United States federal income tax purposes, dealers in securities or U.S. Holders (as defined below) whose functional currency is not the U.S. dollar). Moreover, this discussion does not describe any state, local or foreign tax implications, or any aspect of United States federal tax law other than income taxation. The United States federal income tax treatment of partners in partnerships holding notes generally will depend on the activities of the partnership and the status of the partner. Partners in partnerships holding notes should consult their own tax advisors. PERSONS CONSIDERING THE EXCHANGE OF THE OUTSTANDING NOTES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, OR FOREIGN TAXING JURISDICTIONS.

        As used herein, the term "U.S. Holder" means a beneficial owner of a note that, for United States federal income tax purposes, is: (i) a citizen or individual resident of the United States; (ii) a corporation or other entity taxable as a corporation organized in or under the laws of the United States or any political subdivision thereof; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust subject to the primary supervision of a United States court and the control of one or more United States persons with respect to substantial trust decisions. Notwithstanding the preceding sentence, certain trusts in existence on August 20, 1996, and treated as U.S. trusts prior to such date, may elect to be treated as U.S. Holders. The term "Non-U.S. Holder" means a beneficial owner of a note that, for United States federal income tax purposes, (i) an individual who is classified as a nonresident; (ii) a foreign corporation or other foreign entity taxable as a corporation; or (iii) a trust or an estate that is not a U.S. Holder.

Exchange of Outstanding Notes for Exchange Notes

        The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not constitute a taxable event to holders. Rather, the exchange notes will be treated as a continuation of the outstanding notes for federal income tax purposes, and are referred to together as the "note" or "notes" in this summary of federal income tax considerations. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note, and the initial basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

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Tax Consequences to U.S. Holders

Interest

        Interest on the notes generally will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received, in accordance with the U.S. Holder's method of accounting for United States federal income tax purposes.

        As described under "Registration Rights Agreement," we may be required to pay additional interest to holders of the notes in certain circumstances. Although the matter is not free from doubt, we intend to take the position that a U.S. Holder would be required to report any additional interest as ordinary income for U.S. federal income tax purposes at the time it accrues or is received in accordance with the U.S. Holder's method of accounting for United States federal income tax purposes. Our determination is binding on each U.S. Holder unless the holder explicitly discloses in the manner required by applicable Treasury regulations that its determination is different from ours. It is possible, however, that the Internal Revenue Service (the "IRS") may take a contrary position regarding the payment or potential payment of additional interest, in which case the notes may be treated as having been issued with original issue discount, which could affect the timing, character and amount of income with respect to a note. Prospective purchasers should consult their own tax advisors as to the tax considerations that relate to the payment or potential payment of additional interest.

Sale, Retirement, Redemption or Other Taxable Disposition.

        Upon the sale, retirement, redemption or other taxable disposition of a note, a U.S. Holder generally will recognize taxable gain or tax loss equal to the difference between the amount realized on the sale, retirement, redemption or other taxable disposition (reduced by an amount attributable to accrued but unpaid interest not previously included in gross income by the U.S. Holder, which is taxable in the manner described above under "—Interest") and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will equal the cost of the note to the U.S. Holder, reduced by any principal payments received by the U.S. Holder in respect thereof.

        Gain or loss recognized on the sale, retirement, redemption or other taxable disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if, at the time of sale, retirement, redemption or other taxable disposition, the note has been held for more than one year. Individuals and certain other U.S. Holders are eligible for preferential rates of United States federal income tax in respect of long-term capital gain. The deductibility of capital losses is subject to limitations.

Tax Consequences to Non-U.S. Holders

        Subject to the discussion below concerning backup withholding and assuming that a Non-U.S. Holder's income and gains in respect of a note are not effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States, payments of interest on a note to the Non-U.S. Holder will not be subject to United States federal income or withholding tax, provided that: (i) such holder does not own, directly, indirectly or constructively, ten percent or more of the total combined voting power of all classes of our stock entitled to vote; (ii) such holder is not, for United States federal income tax purposes, a "controlled foreign corporation" related, directly or indirectly, to us through stock ownership; (iii) such holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code; and (iv) certain certification requirements under Section 871(h) or 881(c) of the Code and Treasury Regulations thereunder (as described below) are met.

        Payments of interest on a note that do not satisfy all of the foregoing requirements generally are subject to United States federal withholding tax at a rate of 30% (or a lower applicable treaty rate, provided certain certification requirements are met). Except to the extent otherwise provided under an

46

applicable tax treaty, a Non-U.S. Holder generally will be subject to United States federal income tax in the same manner as a U.S. Holder with respect to interest on a note if such interest is effectively-connected with a United States trade or business conducted by the Non-U.S. Holder. Under certain circumstances, effectively connected interest income received by a corporate Non-U.S. Holder may also be subject to an additional branch profits tax at a rate of 30% (or a lower applicable treaty rate, provided certain certification requirements are met). Subject to the discussion of backup withholding below, such effectively connected interest income generally will be exempt from United States federal withholding tax requirements if the Non-U.S. Holder delivers an IRS Form W-8ECI to the payor.

        In general, subject to the discussion of backup withholding below, a Non-U.S. Holder will not be subject to United States federal income or withholding tax on the receipt of payments of principal on a note or on any gain recognized on the sale, retirement, redemption or other taxable disposition of the note, unless: (i) in the case of gain, such holder is an individual who is present in the United States for 183 or more days in the taxable year of disposition and certain other conditions are met; (ii) such holder is subject to the provisions of the United States federal tax law applicable to certain United States expatriates; or (iii) the gain is effectively connected with the conduct of a United States trade or business by the Non-U.S. Holder (and, if a tax treaty applies, is attributable to a United States permanent establishment of such holder).

        Under Sections 871(h) and 881(c) of the Code and the Treasury regulations thereunder, in order to obtain the exemption from United States federal withholding tax described in the first paragraph above, either (i) the Non-U.S. Holder must provide its name and address, and certify, under penalties of perjury, that it is a Non-U.S. Holder; or (ii) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business, or a Financial Institution, and holds the note on behalf of the Non-U.S. Holder must certify, under penalties of perjury, that such certificate has been received from such holder by it or by a Financial Institution between it and such holder and must furnish the payor with a copy thereof. Under Treasury regulations, the foregoing certification may be provided by such holder of a note on IRS Form W-8BEN, W-8IMY or W-8EXP, as applicable.

Backup Withholding and Information Reporting

U.S. Holders

        Certain U.S. Holders may be subject to information reporting and backup withholding tax currently at a rate of 28% on any payments made with respect to, and proceeds of disposition of, the notes. Backup withholding will apply to such payments if the U.S. Holder fails to furnish a correct taxpayer identification number. Backup withholding may also apply to payments of interest to a U.S. Holder if the U.S. Holder has failed to report interest or dividend income to the IRS and the IRS has so notified the payor or, in certain circumstances, if a U.S. Holder has failed to certify that the U.S. Holder is not subject to backup withholding, or otherwise failed to comply with the applicable requirements of the backup withholding rules. Any amount withheld under the backup withholding rules generally will be creditable against the U.S. Holder's United States federal income tax liability provided that the required information is timely furnished to the IRS. Certain U.S. Holders (including, among others, corporations) are exempt from backup withholding requirements.

Non-U.S. Holders

        In the case of a Non-U.S. Holder, under currently applicable Treasury regulations, information reporting and backup withholding will not apply to payments of principal or interest on a note if the Non-U.S. Holder certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the payor does not have actual knowledge that such holder is a U.S. Holder that is not an exempt recipient or that the conditions of any other exemptions are not in fact

47

satisfied. For this purpose, the certification required by Sections 871(h) and 881(c) of the Code and Treasury regulations thereunder (as described above under "Tax Consequences to Non-U.S. Holders") may be used by the Non-U.S. Holder. Non-U.S. Holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining such an exemption, if available. Any amount withheld under the backup withholding rules generally will be allowed as a credit against a Non-U.S. Holder's United States federal income tax liability, provided that the required information is timely furnished to the IRS.

        THE PRECEDING DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE PARTICULAR UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF EXCHANGING, HOLDING, AND DISPOSING OF THE NOTES, INCLUDING THE CONSEQUENCES OF ANY CHANGE OR PROPOSED CHANGE IN APPLICABLE LAWS.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date of the consummation of the exchange offer (or the "expiration date") and ending on the close of business 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933 and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act of 1933. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933.

        For a period 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act of 1933.

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VALIDITY OF SECURITIES

        The validity of the exchange notes will be passed upon for us by Edwards & Angell, LLP, Providence, Rhode Island.

EXPERTS

        The consolidated financial statements and schedule of GTECH Holdings Corporation appearing in GTECH Holdings Corporation's Annual Report (Form 10-K/A) for the year ended February 22, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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$250,000,000

       4.750% Senior Notes due 2010

PROSPECTUS

                  , 200  

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 102(b) (7) of the Delaware General Corporation Law the ("DGCL") enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for a breach of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The amended certificates of incorporation of each of GTECH Holdings Corporation, GTECH Corporation, GTECH Latin America Corporation and Interlott Technologies, Inc. contain such a limitation on the personal liability of directors.

        Section 145 of the DGCL provides that a corporation may indemnify any persons, including officers and directors, who were or are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify such officer or director against the expenses that such officer or director actually and reasonably incurred.

        The amended and restated bylaws of GTECH Holdings Corporation, and those of GTECH Corporation, GTECH Latin America Corporation and Interlott Technologies, Inc., each provide that such corporation shall indemnify, to the full extent permitted under Delaware law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of such company or while a director or officer of such company is or was serving at the request of such company as a director or officer of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise.

        Under Section 7-1.1-4.1 of the Rhode Island Business Corporation Act, a Rhode Island corporation has the power, under specified circumstances, to indemnify its officers, directors, employees and agents against judgments, penalties, fines, settlements and reasonable expenses, including attorneys' fees, actually incurred by them in connection with any proceeding to which these persons were made parties by reason of the fact that these persons are or were directors, officers, employees or agents, if (i) these persons shall have acted in good faith, (ii) they reasonably believed that their actions were in the best interests of the corporation, if the proceeding involves conduct in an official capacity with the corporation, or not opposed to the best interests of the corporation, if the proceeding involves conduct other than in an official capacity with the corporation and (iii) in criminal proceedings, they had no

II-1

reasonable cause to believe that their conduct was unlawful. The by-laws of GTECH Rhode Island Corporation provide that such corporation shall indemnify its directors and officers to the full extent permitted by Rhode Island law.

        Section 7-1.1-48 of the Rhode Island Business Corporation Act provides that articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director provided that the provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 7-1.1-43 of the Rhode Island Business Corporation Act, which relates to liability for unauthorized acquisitions or redemptions of, or dividends or distribution on, capital stock, or (iv) for any transaction from which the director derived an improper personal benefit, unless said transaction is permitted by Section 7-1.1-37.1 of the Rhode Island Business Corporation Act, which relates to director conflicts of interest. GTECH Rhode Island Corporation's Articles of Incorporation contain such a provision.

        GTECH Holdings Corporation maintains directors' and officers' liability insurance for its own officers and directors and those of its subsidiaries, including GTECH Corporation, GTECH Rhode Island Corporation, GTECH Latin America Corporation and Interlott Technologies, Inc.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

See Exhibit Index.



(b)

Not applicable.



(c)

Not applicable.

ITEM 22. UNDERTAKINGS.

        (a)   The undersigned registrants hereby undertake:

         (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

         (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the

II-2

securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants' annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   (1) The undersigned registrants hereby undertake as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

        (2)   The registrants undertake that every prospectus (i) that is filed pursuant to paragraph (c)(1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        (e)   The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (f)    The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Greenwich, State of Rhode Island, on December 10, 2003.

GTECH HOLDINGS CORPORATION
By:	/s/  W. BRUCE TURNER
	Name:	W. Bruce Turner
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints William M. Pieri and Marc A. Crisafulli, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on December 10, 2003 in the capacities indicated below.

Signature	Title
/s/  W. BRUCE TURNER
W. Bruce Turner	Chief Executive Officer, President and Director (Principal Executive Officer)
/s/  JAYMIN B. PATEL
Jaymin B. Patel	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/  ROBERT J. PLOURDE
Robert J. Plourde	Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/  CHRISTINE M. COURNOYER
Christine M. Cournoyer	Director

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/s/  ROBERT M. DEWEY, JR.
Robert M. Dewey, Jr.	Director
/s/  BURNETT W. DONOHO
Burnett W. Donoho	Director
/s/  THE RT. HON. SIR JEREMY HANLEY KCMG
The Rt. Hon. Sir Jeremy Hanley KCMG	Director
/s/  PHILIP R. LOCHNER, JR.
Philip R. Lochner, Jr.	Director
/s/  JAMES F. MCCANN
James F. McCann	Director
Anthony Ruys	Director

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Greenwich, State of Rhode Island, on December 10, 2003.

GTECH CORPORATION
By:	/s/  W. BRUCE TURNER
	Name:	W. Bruce Turner
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints William M. Pieri and Marc A. Crisafulli, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on December 10, 2003 in the capacities indicated below.

Signature	Title
/s/  W. BRUCE TURNER
W. Bruce Turner	Chief Executive Officer, President and Director (Principal Executive Officer)
/s/  JAYMIN B. PATEL
Jaymin B. Patel	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/  ROBERT J. PLOURDE
Robert J. Plourde	Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/  DAVID J. CALABRO
David J. Calabro	Director

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Greenwich, State of Rhode Island, on December 10, 2003.

GTECH RHODE ISLAND CORPORATION
By:	/s/  DAVID J. CALABRO
	Name:	David J. Calabro
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints William M. Pieri and Marc A. Crisafulli, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on December 10, 2003 in the capacities indicated below.

Signature	Title
/s/  DAVID J. CALABRO
David J. Calabro	Chief Executive Officer, President and Director (Principal Executive Officer)
/s/  JAYMIN B. PATEL
Jaymin B. Patel	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/  ROBERT J. PLOURDE
Robert J. Plourde	Vice President, Corporate Controller and Chief Accounting Officer, GTECH Corporation (Principal Accounting Officer)

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Greenwich, State of Rhode Island, on December 10, 2003.

GTECH LATIN AMERICA CORPORATION
By:	/s/  DAVID J. CALABRO
	Name:	David J. Calabro
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints William M. Pieri and Marc A. Crisafulli, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on December 10, 2003 in the capacities indicated below.

Signature	Title
/s/  DAVID J. CALABRO
David J. Calabro	Chief Executive Officer, President and Director (Principal Executive Officer)
/s/  JAYMIN B. PATEL
Jaymin B. Patel	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/  ROBERT J. PLOURDE
Robert J. Plourde	Vice President, Corporate Controller and Chief Accounting Officer, GTECH Corporation (Principal Accounting Officer)
/s/  TIMOTHY B. NYMAN
Timothy B. Nyman	Director

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Greenwich, State of Rhode Island, on December 10, 2003.

INTERLOTT TECHNOLOGIES, INC.
By:	/s/  ROBERT NEALON
	Name:	Robert Nealon
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints William M. Pieri and Marc A. Crisafulli, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on December 10, 2003 in the capacities indicated below.

Signature	Title
/s/  ROBERT NEALON
Robert Nealon	Chief Executive Officer and President (Principal Executive Officer)
/s/  JAYMIN B. PATEL
Jaymin B. Patel	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/  ROBERT J. PLOURDE
Robert J. Plourde	Vice President, Corporate Controller and Chief Accounting Officer, GTECH Corporation (Principal Accounting Officer)
/s/  W. BRUCE TURNER
W. Bruce Turner	Director
/s/  DAVID J. CALABRO
David J. Calabro	Director

II-9

EXHIBIT INDEX

Exhibit
3.1	Restated Certificate of Incorporation of GTECH Holdings Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Form S-1 of GTECH Holdings Corporation and GTECH Corporation, Registration No. 33-31867).
3.2	Certificate of Amendment to the Certificate of Incorporation of GTECH Holdings Corporation (incorporated by reference to Exhibit 3.2 to the Form S-1 of GTECH Holdings Corporation, Registration No. 33-48264).
3.3	Amended and Restated By-Laws of GTECH Holdings Corporation (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K of GTECH Holdings Corporation for the fiscal year ended February 23, 2002).
3.4	Restated Certificate of Incorporation of GTECH Corporation (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-3 of GTECH Holdings Corporation, Registration No. 333-83492).
3.5	By-Laws of GTECH Corporation (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-3 of GTECH Holdings Corporation, Registration No. 333-83492).
3.6	Certificate of Incorporation of GTECH Latin America Corporation (incorporated by reference to Exhibit 3.6 to the Registration Statement on Form S-3 of GTECH Holdings Corporation, Registration No. 333-83492).
3.7	By-Laws of GTECH Latin America Corporation (incorporated by reference to Exhibit 3.7 to the Registration Statement on Form S-3 of GTECH Holdings Corporation, Registration No. 333-83492).
3.8	Articles of Incorporation of GTECH Rhode Island Corporation (incorporated by reference to Exhibit 3.8 to the Registration Statement on Form S-3 of GTECH Holdings Corporation, Registration No. 333-83492).
3.9	By-Laws of GTECH Rhode Island Corporation (incorporated by reference to Exhibit 3.9 to the Registration Statement on Form S-3 of GTECH Holdings Corporation, Registration No. 333-83492).
3.10	Certificate of Incorporation of Interlott Technologies, Inc.
3.11	By-Laws of Interlott Technologies, Inc.
4.1	Indenture, dated as of October 15, 2003, by and among GTECH Holdings Corporation, GTECH Corporation, GTECH Rhode Island Corporation, GTECH Latin America Corporation, Interlott Technologies, Inc. and The Bank of New York.
4.2	Form of 4.750% Senior Note due 2010 (included in Exhibit 4.1).
4.3	Registration Rights Agreement, dated October 9, 2003, by and among Citigroup Global Markets Inc. and Merrill Lynch, Pierce Fenner & Smith Incorporated, as representatives of the initial purchasers, and GTECH Holdings Corporation, GTECH Corporation, GTECH Rhode Island Corporation, GTECH Latin America Corporation and Interlott Technologies, Inc.
5.1	Opinion of Edwards & Angell, LLP regarding the validity of the securities being registered.
12	GTECH Holdings Corporation Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Edwards & Angell, LLP (included in Exhibits 5.1).
24.1	Power of Attorney (included in the signature page of this Registration Statement).
25	Form of T-1 Statement of Eligibility of the Trustee under the Indenture
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

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TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
FORWARD-LOOKING INFORMATION
SUMMARY
SUMMARY OF THE EXCHANGE OFFER
SUMMARY OF THE EXCHANGE NOTES
Summary Consolidated Financial Data
RISK FACTORS
Risk Factors Relating to Our Business
Risk Factors Relating to the Exchange Notes
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
THE SUBSIDIARY GUARANTORS
DESCRIPTION OF THE EXCHANGE NOTES
REGISTRATION RIGHTS AGREEMENT
BOOK-ENTRY DELIVERY AND SETTLEMENT
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PLAN OF DISTRIBUTION
VALIDITY OF SECURITIES
EXPERTS
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-3.10

                                                                    Exhibit 3.10

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                             BENGAL ACQUISITION CO.


It is hereby certified that:

            1. The name of the corporation (hereinafter called the
"Corporation") is: Bengal Acquisition Co.

            2. The Certificate of Incorporation of the Corporation is hereby
amended, effective as of 12:01 a.m. on September 18, 2003 by striking out
Article FIRST thereof and by substituting in lieu of said Article the following
new Article FIRST:

            "FIRST: The name of the corporation (hereinafter called the
            "Corporation") is: Interlott Technologies, Inc."

     3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.

Executed as of September 17, 2003.


                                    By:
                                       -----------------------------------------
                                       William M. Pieri, Vice President and
                                       Treasurer



                          CERTIFICATE OF INCORPORATION

                                       OF

                             BENGAL ACQUISITION CO.

                                  ------------

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "Corporation")
is Bengal Acquisition Co.

     SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, Corporate Trust Center, Wilmington, Delaware 19801, County of New
Castle; and the name of the registered agent of the Corporation in the State of
Delaware at such address is The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted by and
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock with a
par value of one cent ($.01) per share.

     FIFTH: No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the Director derived an improper personal
benefit. This Article shall not eliminate or limit the liability of a Director
for any act or omission occurring prior to the time this Article became
effective.



     SIXTH: The name and mailing address of the Incorporator is as follows:



        NAME:                           MAILING ADDRESS:
        ----                            ---------------
                                     
     Michael K. Prescott, Esq.          c/o GTECH Corporation
                                        55 Technology Way
                                        West Greenwich, RI 02817


     SEVENTH: The Corporation is to have perpetual existence.

     EIGHTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     NINTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the Board of Directors of the Corporation is authorized and
empowered to adopt, alter, amend and repeal the By-laws of the Corporation in
any manner not inconsistent with the laws of Delaware.

     TENTH: The Corporation shall indemnify its officers, directors, employees
and agents to the greatest extent permitted by the General Corporation Law
of Delaware.

     ELEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the Corporation.

     TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this ___ day of February, 2003.


                                       ---------------------------------
                                       Michael K. Prescott, Esq.
                                       Incorporator

EX-3.11

                                                                    Exhibit 3.11

                             BENGAL ACQUISITION CO.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. REGISTERED OFFICE. The registered office of Bengal
Acquisition Co. (the "Corporation") in the State of Delaware shall be at c/o The
Corporation Trust Company, 1209 Orange Street, Corporation Trust Center,
Wilmington, Delaware 19801, County of New Castle. The name of the resident agent
at such address is The Corporation Trust Company.

     SECTION 1.02. OTHER OFFICES. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. PLACE OF MEETINGS. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. ANNUAL MEETINGS. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at two o'clock in the afternoon, local time, on the first
Monday in April in each year, if not a legal holiday at the place where such
meeting is to



be held, and if a legal holiday, then on the next succeeding business day not a
legal holiday at the same hour. (b) In respect of the annual meeting for any
particular year the Board of Directors may, by resolution fix a different day,
time or place (either within or without the State of Delaware) for the annual
meeting. (c) If the election of directors shall not be held on the day
designated herein or the day fixed by the Board, as the case may be, for any
annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. SPECIAL MEETINGS. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. NOTICE OF MEETINGS. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b) Notice of any meeting of
stockholders shall not be required to be given to any stockholder who



shall attend such meeting in person or by proxy or who shall in person or by
attorney thereunto authorized, waive such notice in writing or by telegraph,
cable or any other available method either before or after such meeting. Notice
of any adjourned meeting of the stockholders shall not be required to be given
except when expressly required by law.

     SECTION 2.05. QUORUM. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. ORGANIZATION. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. VOTING. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be



entitled to one vote, in person or by proxy, for each share of capital stock of
the Corporation registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.



     SECTION 2.08. INSPECTORS. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. LIST OF STOCKHOLDERS. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors



they shall be ineligible for election to any office at such meeting. (d) The
stock ledger shall be conclusive evidence as to who are the stockholders
entitled to examine the stock ledger and the list of stockholders required by
this Section 2.09 on the books of the Corporation or to vote in person or by
proxy at any meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. GENERAL POWERS. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than nine (9) as from time to time shall be fixed
by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. ELECTION OF DIRECTORS. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.



     SECTION 3.04. QUORUM AND MANNER OF ACTING. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. OFFICES, PLACE OF MEETING AND RECORDS. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.



     SECTION 3.07. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however, if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. ORGANIZATION. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.



     SECTION 3.10. ORDER OF BUSINESS. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. REMOVAL OF DIRECTORS. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. RESIGNATION. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. VACANCIES. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.



     SECTION 3.14. COMPENSATION. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. POWERS. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. PROCEDURE; MEETINGS; QUORUM. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. COMPENSATION. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. OTHER BOARD COMMITTEES. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. ALTERNATES. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. ADDITIONAL COMMITTEES. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board



of Directors shall have the power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. CONSENT BY DIRECTORS. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. CONSENT BY STOCKHOLDERS. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. NUMBER. The principal officers of the Corporation shall be a
President, a Vice President, a Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that if there are two or more officers of the
Corporation, the office of Secretary shall be held by a person other than the
person holding the office of President.



     SECTION 6.02. ELECTION, QUALIFICATIONS AND TERM OF OFFICE. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. OTHER OFFICERS. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. REMOVAL. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. RESIGNATION. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.



     SECTION 6.06. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. PRESIDENT. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act. In the
absence of the President, the Vice President shall preside at all meetings of
the stockholders.

     SECTION 6.09. VICE PRESIDENT. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President or Chairman. In the absence of
the President or Chairman, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.10. TREASURER. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board



designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. SECRETARY. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. THE ASSISTANT SECRETARIES. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the



powers of the Secretary. The Assistant Secretaries shall perform such other
duties as from time to time may be assigned to them by the Board of Directors or
any committee of the Board designated by it so to act, or by the President or
Chairman or the Secretary.

     SECTION 6.13. SALARIES. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer,



employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. EXECUTION OF CONTRACTS. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. LOANS. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment



of any and all loans, advances, indebtedness and liabilities of the Corporation,
may mortgage, pledge, hypothecate or transfer any real or personal property at
any time owned or held by the Corporation, and to that end execute instruments
of mortgage or pledge or otherwise transfer such property.

     SECTION 8.03. CHECKS, DRAFTS, ETC. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee of the Board designated by it so to act.

     SECTION 8.04. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time to time



appoint an attorney or attorneys or agent or agents of the Corporation, in the
name and on behalf of the Corporation, to cast the votes which the Corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation, association or trust any of whose stock or other securities may be
held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association or trust, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation, association or trust, and may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. PLACE. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. ADDRESSES OF STOCKHOLDERS. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.



     SECTION 9.03. RECORD DATES. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. AUDIT OF BOOKS AND ACCOUNTS. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. CERTIFICATES OF STOCK. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President



or Chairman or a Vice President, and by the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary of the Corporation; provided,
however, that where such certificate is signed or countersigned by a transfer
agent or registrar the signatures of such officers of the Corporation and the
seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or whose facsimile signature or signatures shall have been used
thereof had not ceased to be such officer or officers of the Corporation.

     SECTION 10.02. RECORD. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. TRANSFER OF STOCK. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or



agencies, each in charge of a transfer agent designated by the Board of
Directors, where the shares of the capital stock of the Corporation shall be
directly transferable, and also if and whenever the Board of Directors shall so
determine, maintain one or more registrar offices designated by the Board of
Directors, where such shares of stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Corporation.

     SECTION 10.05. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 2003, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the day after the last
Saturday of the month of February in any particular calendar year and shall end
on the last Saturday of the month of February of the next succeeding calendar
year, except as otherwise provided from time to time by the Board of Directors.



                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.

EX-4.1

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

- --------------------------------------------------------------------------------

                                    INDENTURE

                          Dated as of October 15, 2003

                    4.750% Senior Notes due October 15, 2010

- --------------------------------------------------------------------------------

                                      AMONG

                           GTECH HOLDINGS CORPORATION,
                                    As Issuer

                               GTECH CORPORATION,
                         GTECH RHODE ISLAND CORPORATION
                      GTECH LATIN AMERICA CORPORATION, and
                          INTERLOTT TECHNOLOGIES, INC.

                                  As Guarantors

                                       AND

                              THE BANK OF NEW YORK,
                                   As Trustee

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                Page
                                                                                ----
                                                                           
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1       Definitions.....................................................1
Section 1.2       Other Definitions...............................................8
Section 1.3       Incorporation by Reference of Trust Indenture Act...............8
Section 1.4       Rules of Construction...........................................8
Section 1.5       Acts of Holders.................................................9

                                   ARTICLE II
                                 THE SECURITIES

Section 2.1       Form and Dating................................................10
Section 2.2       Restrictive Legends............................................11
Section 2.3       Execution, Authentication and Denominations....................12
Section 2.4       Registrar and Paying Agent.....................................13
Section 2.5       Paying Agent to Hold Money in Trust............................14
Section 2.6       Transfer and Exchange..........................................14
Section 2.7       Book-Entry Provisions for Global Notes.........................15
Section 2.8       Special Transfer Provisions....................................16
Section 2.9       Replacement Notes..............................................18
Section 2.10      Outstanding Notes..............................................19
Section 2.11      Temporary Notes................................................19
Section 2.12      Cancellation...................................................20
Section 2.13      CUSIP Numbers..................................................20
Section 2.14      Defaulted Interest.............................................20
Section 2.15      Issuance of Additional Notes...................................20
Section 2.16      Persons Deemed Owners..........................................20

                                   ARTICLE III
                               OPTIONAL REDEMPTION

Section 3.1       Right to Redeem; Notices to Trustee............................21
Section 3.2       Partial Redemption.............................................21
Section 3.3       Notice of Optional Redemption..................................21
Section 3.4       Notice of Redemption...........................................22
Section 3.5       Effect of Notice of Redemption.................................22
Section 3.6       Deposit of Redemption Price....................................22
Section 3.7       Notes Redeemed in Part.........................................22

                                   ARTICLE IV
                                    COVENANTS


                                        i


                                                                           
Section 4.1       Payment of Notes...............................................23
Section 4.2       SEC and Other Reports..........................................23
Section 4.3       Compliance Certificate.........................................24
Section 4.4       Further Instruments and Acts...................................24
Section 4.5       Existence......................................................24
Section 4.6       Maintenance of Office or Agency................................24
Section 4.7       Delivery of Certain Information................................24
Section 4.8       Additional Interest............................................25
Section 4.9       Limitations on Liens...........................................25
Section 4.10      Limitation on Sales and Leasebacks.............................26
Section 4.11      Notice of Defaults.............................................27

                                    ARTICLE V
                              SUCCESSOR CORPORATION

Section 5.1       When Company or Any Guarantor May Merge or Transfer Assets.....27

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

Section 6.1       Events of Default..............................................28
Section 6.2       Acceleration...................................................30
Section 6.3       Other Remedies.................................................30
Section 6.4       Waiver of Past Defaults........................................30
Section 6.5       Waiver of Certain Covenants....................................31
Section 6.6       Control by Majority............................................31
Section 6.7       Limitation on Suits............................................31
Section 6.8       Rights of Holders to Receive Payment...........................31
Section 6.9       Collection Suit by Trustee.....................................32
Section 6.10      Trustee May File Proofs of Claim...............................32
Section 6.11      Priorities.....................................................32
Section 6.12      Undertaking for Costs..........................................33
Section 6.13      Waiver of Stay, Extension or Usury Laws........................33

                                   ARTICLE VII
                                     TRUSTEE

Section 7.1       Duties of Trustee..............................................34
Section 7.2       Rights of Trustee..............................................35
Section 7.3       Individual Rights of Trustee...................................36
Section 7.4       Trustee's Disclaimer...........................................36
Section 7.5       Notice of Defaults.............................................36
Section 7.6       Reports by Trustee to Holders..................................37
Section 7.7       Compensation and Indemnity.....................................37
Section 7.8       Replacement of Trustee.........................................37
Section 7.9       Successor Trustee by Merger....................................38
Section 7.10      Eligibility; Disqualification..................................39



                                       ii


                                                                           
Section 7.11      Preferential Collection of Claims Against Company..............39

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

Section 8.1       Discharge of Liability on Securities; Defeasance...............39
Section 8.2       Conditions of Defeasance.......................................40
Section 8.3       Application of Trust Money.....................................41
Section 8.4       Repayment to the Company or Guarantor..........................41
Section 8.5       Indemnity for U.S. Government Obligations......................41
Section 8.6       Reinstatement..................................................41

                                   ARTICLE IX
                                   AMENDMENTS

Section 9.1       Without Consent of Holders.....................................42
Section 9.2       With Consent of Holders........................................42
Section 9.3       Compliance with Trust Indenture Act............................43
Section 9.4       Revocation and Effect of Consents, Waivers and Actions.........43
Section 9.5       Notation on or Exchange of Securities..........................43
Section 9.6       Trustee to Sign Supplemental Indentures........................43
Section 9.7       Effect of Supplemental Indentures..............................43

                                    ARTICLE X
                                   GUARANTEES

Section 10.1      Agreement to Guarantee.........................................44
Section 10.2      Execution and Delivery of Guarantees...........................44
Section 10.3      No Recourse Against Others.....................................45
Section 10.4      Future Guarantees..............................................45
Section 10.5      Release of Guarantees..........................................46

                                   ARTICLE XI
                                  MISCELLANEOUS

Section 11.1      Trust Indenture Act Controls...................................46
Section 11.2      Notices........................................................46
Section 11.3      Communication by Holders with Other Holders....................47
Section 11.4      Certificate and Opinion as to Conditions Precedent.............47
Section 11.5      Statements Required in Certificate or Opinion..................48
Section 11.6      Separability Clause............................................48
Section 11.7      Rules by Trustee, Paying Agent and Registrar...................48
Section 11.8      Legal Holidays.................................................48
Section 11.9      Governing Law..................................................48
Section 11.10     No Recourse Against Others.....................................48
Section 11.11     Successors.....................................................48
Section 11.12     Multiple Originals.............................................49
Section 11.13     Waiver of Jury Trial...........................................49



                                       iii


                                                                             
EXHIBITS

EXHIBIT A:  Form of Security....................................................A-1
EXHIBIT B:  Transfer Certificate................................................B-1
EXHIBIT C:  Transfer Certificate................................................C-1
EXHIBIT D:  Form of Supplemental Indenture......................................D-1



                                       iv


          INDENTURE dated as of October 15, 2003 (the "Closing Date") among
GTECH HOLDINGS CORPORATION, a Delaware corporation (the "Company"), GTECH
CORPORATION, a Delaware corporation, GTECH RHODE ISLAND CORPORATION, a Rhode
Island corporation, GTECH LATIN AMERICA CORPORATION, a Delaware corporation, and
INTERLOTT TECHNOLOGIES, INC., a Delaware corporation, as guarantors (each, a
"Guarantor"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's 4.750% Senior
Notes due October 15, 2010 ("Notes"):

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1      DEFINITIONS.

          "Additional Interest" means additional interest payable to holders of
Securities (as defined in the Registration Rights Agreement) pursuant to the
Registration Rights Agreement.

          "Additional Notes" means an unlimited maximum aggregate principal
amount of Notes (other than the Notes issued on the date hereof) issued under
this Indenture in accordance with Section 2.15 hereof, which Additional Notes
shall be identical to the Notes except for the date of their original issuance.

          "Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Agent" means any Registrar, Co-Registrar, Paying Agent or
authenticating agent.

          "Attributable Debt" means, as to any particular lease relating to a
Sale and Leaseback Transaction, the present value of all Lease Rentals required
to be paid by the Guarantor or any Restricted Subsidiary under such lease during
the remaining term thereof (determined in accordance with generally accepted
financial practice using a discount factor equal to the interest rate implicit
in such lease).

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of such board.



          "Board Resolution" means a copy of one or more resolutions, certified
by an Officer of the Company to have been duly adopted or consented to by the
applicable Board of Directors and to be in full force and effect, and delivered
to the Trustee.

          "Business Day" means, with respect to any Security, a weekday that in
the City of New York is not a day on which banking institutions are authorized
or obligated by law or regulation to close.

          "Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

          "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any two Officers.

          "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having an actual or interpolated maturity
comparable to the remaining life of the Notes to be redeemed that would be
utilized, at the time of selection, and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of the Notes to be redeemed.

          "Comparable Treasury Price" means, with respect to any redemption
date, the average of five Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and the lowest of such Reference
Treasury Dealer Quotations, or if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

          "Consolidated Assets" means, as of any date of determination, the
total assets of the Company and its Restricted Subsidiaries as determined on a
consolidated basis in accordance with generally accepted accounting principles
as of such date, after eliminating all amounts property attributable to minority
interests, if any, in the stock and surplus of Restricted Subsidiaries.

          "Corporate Trust Office" means the principal office of the Trustee in
New York, New York, which office at the date hereof is located at 101 Barclay
Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).

          "Closing Date" shall mean the date first written above.

                                        2


          "Credit Agreement" means the bank revolving credit agreement, dated
June 22, 2001, among GTECH Corporation, as borrower, the Company and the other
Guarantors, as guarantors, and the several lenders parties thereto, as such
Credit Agreement is amended, modified or supplemented from time to time in
accordance with the terms thereof.

          "Debt" means with respect to any Person, any indebtedness of such
Person, whether or not contingent, (i) in respect of borrowed money evidenced by
bonds, notes, debentures or similar instruments, (ii) indebtedness secured by a
mortgage, pledge, lien, charge, encumbrance or any security interest existing on
property owned by such Person, (iii) in respect of the reimbursement
obligations, contingent or otherwise, in connection with any letters of credit
actually issued or (iv) in respect of any lease of property by such Person as
lessee which is reflected in such Person's consolidated balance sheet as a
capitalized lease in accordance with generally accepted accounting principles
and also includes, to the extent not otherwise included, any obligation by such
Person to be liable for, or to pay, as obligor, guarantor or otherwise other
than for purposes of collection in the ordinary course of business, Debt of
another Person. In the case of items of Debt under clauses (i) through (iii)
above, such items shall only be included to the extent that such items (other
than letters of credit) would appear as a liability on such Person's
consolidated balance sheet in accordance with generally accepted accounting
principles.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Depositary" means The Depository Trust Company, its nominees, and
their respective successors.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

          "Exchange Notes" means any securities of the Company containing terms
identical to the Notes (except that such Exchange Notes shall be registered
under the Securities Act, and except that such Exchange Notes will not contain
terms with respect to Additional Interest or transfer restrictions) that are
issued and exchanged for the Notes pursuant to the Registration Rights Agreement
and this Indenture in accordance with Section 2.2.

          "Exchange Offer" has the meaning assigned to such term in the
Registration Rights Agreement.

          "Funded Debt" means all Debt having a maturity of more than twelve
months from the date as of which the amount thereof is to be determined.

          "Global Notes" has the meaning provided in Section 2.1.

          "Guarantees" means the guarantees of the Guarantors as endorsed on
each Note authenticated and delivered pursuant to this Indenture and shall
include the Guarantees set forth in Article X of this Indenture and all other
obligations and covenants of the Guarantors contained in this Indenture and the
Notes.

                                        3


          "Guarantors" means (i) each of the parties named as a "Guarantor" in
the first paragraph of this Indenture and (ii) each Person who becomes a
Guarantor pursuant to Section 10.4 of this Indenture, in each case until a
successor replaces it pursuant to the applicable provisions of this Indenture
and, thereafter, shall mean such successor. The foregoing sentence shall
likewise apply to any subsequent such successor or successors.

          "Holder" or "Securityholder" means a person in whose name a Security
is registered on the Registrar's books.

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

          "Lease Rentals" means, for any period, the sum of the rental and other
obligations required to be paid by the lessee under any lease, excluding any
amounts required to be paid by the lessee (whether or not designated as rental
or additional rental) on account of maintenance and repairs, insurance, taxes
and similar charges.

          "Mortgage" means a pledge of, or mortgage or other lien on, any Real
Property or on any shares of stock (or other interests in) or Debt of any
Restricted Subsidiary.

          "Non-Recourse Debt" means Debt upon the enforcement of which recourse
may be had by the holder(s) thereof only to (i) in respect of the Company,
identified assets of the Company or any Subsidiary and not to the Company or any
Subsidiary personally and (ii) in respect of a Guarantor, identified assets of
such Guarantor or any Subsidiary and not to such Guarantor or any Subsidiary
personally.

          "Notes" means any of the Company's 4.750% Senior Notes due October 15,
2010, as amended or supplemented from time to time, issued under this Indenture.
For all purposes of this Indenture, the term "Notes" shall include the Notes
initially issued on the Closing Date, any Exchange Notes to be issued and
exchanged for any Notes pursuant to the Registration Rights Agreement and this
Indenture and any Additional Notes issued after the Closing Date under this
Indenture. For purposes of this Indenture, all Notes and Additional Notes shall
vote together as one series of Notes under this Indenture.

          "Officer" means the Chairman of the Board of Directors, the Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Chief Financial Officer, the Treasurer or the
Secretary, or any Assistant Treasurer or Secretary of the Company or a
Guarantor, as applicable.

          "Officers' Certificate" means a written certificate containing the
information specified in Sections 11.4 and 11.5, signed in the name of the
Company or the applicable Guarantor, as the case may be, by any two Officers,
and delivered to the Trustee. An Officers' Certificate given pursuant to Section
4.3 shall be signed by an authorized financial or accounting Officer of the
Company or the applicable Guarantor, as the case may be, but need not contain
the information specified in Sections 11.4 and 11.5.

                                        4


          "Opinion of Counsel" means a written opinion containing the
information specified in Sections 11.4 and 11.5, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or any Guarantor.

          "Offshore Global Notes" has the meaning provided in Section 2.1.

          "Offshore Physical Notes" has the meaning provided in Section 2.1.

          "Person" or "person" means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.

          "Physical Notes" has the meaning provided in Section 2.1.

          "Principal Amount" or "principal amount" of a Note means the Principal
Amount as set forth on the face of the Note.

          "Private Placement Legend" means the legend set forth on the Notes in
the form of the first legend set forth in Section 2.2.

          "Purchase Agreement" means the Purchase Agreement, dated October 9,
2003, among the Company, the Guarantors and the initial purchasers named
therein.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

          "Real Property" means any real property, and any building, structure
or other facility thereon, located in the United States, its territories and
possessions, owned or leased by the Company or any Subsidiary of the Company,
the gross book value (without deduction of any depreciation reserves) of which
on the date as of which the determination is being made exceeds one percent (1%)
of Consolidated Assets, other than any such real property, building structure or
other facility or portion thereof which if not owned or leased by the Company or
any Subsidiary, in the opinion of the Company's Board of Directors, would not
have a material adverse effect on the business conducted by the Company and its
Subsidiaries as an entirety.

          "Redemption Date" or "redemption date" shall mean the date specified
for redemption of the Notes in accordance with the terms of the Notes and this
Indenture.

          "Redemption Price" or "redemption price," when used with respect to
any Note to be redeemed, means the price fixed for such redemption pursuant to
Article III of this Indenture and paragraph 5. of the Notes.

          "Reference Treasury Dealer" means each of Citigroup Global Markets
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, their respective
successors and three other primary U.S. Government securities dealers in The
City of New York selected by the Company. If Citigroup Global Markets Inc. or
Merrill Lynch, Pierce, Fenner & Smith Incorporated shall

                                        5


cease to be a primary U.S. Government securities dealer in The City of New York
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding the redemption date.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated October 9, 2003, among the Company, the Guarantors and the
initial purchasers named therein, as such agreement may be amended, modified or
supplemented from time to time.

          "Regulation S" means Regulation S under the Securities Act.

          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

          "Restricted Subsidiary" means any direct or indirect Subsidiary of the
Company that generates five percent (5%) or more of the Company's consolidated
revenue or income or that has total assets greater than or equal to five percent
(5%) of the Company's total consolidated assets. In addition, the Board of
Directors of the Company may designate any other Subsidiary as a Restricted
Subsidiary.

          "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

          "Sale and Leaseback Transaction" means any arrangement with any lender
or investor (not including the Company or any Restricted Subsidiary) or to which
any such lender or investor is a party, providing for the leasing by the Company
or any such Restricted Subsidiary for a period, including renewals, in excess of
three (3) years of any Real Property that has been or is to be sold or
transferred more than 360 days after the completion of construction and
commencement of full operation of such Real Property by the Company or any such
Restricted Subsidiary to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such Real Property.

          "SEC" means the Securities and Exchange Commission.

          "Securities" means the Notes and the Guarantees.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

                                        6


          "Shelf Registration Statement" has the meaning assigned to such term
in the Registration Rights Agreement.

          "Stated Maturity" means October 15, 2010.

          "Subsidiary" means any person of which at least a majority of the
outstanding Voting Stock shall at the time directly or indirectly be owned or
controlled by, (i) with respect to the Company, the Company or by one or more
Subsidiaries or by the Company and one or more Subsidiaries, and (ii) with
respect to any Guarantor, such Guarantor or by one or more Subsidiaries or by
such Guarantor and one or more Subsidiaries.

          "TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, PROVIDED, HOWEVER, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

          "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated
on the third Business Day preceding such redemption date using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the redemption date.

          "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

          "U.S. Global Note" has the meaning provided in Section 2.1.

          "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; PROVIDED that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

          "U.S. Physical Notes" means the Notes issued in the form of permanent
certificated Notes in registered form in substantially the form set forth in
Exhibit A.

          "Voting Stock" of a person means Capital Stock of such person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary

                                        7


circumstances to elect the board of directors, managers or trustees of such
person (irrespective of whether or not at the time Capital Stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).

          Section 1.2      OTHER DEFINITIONS.



Term:                                                             Defined in Section:
                                                               
"Act".........................................................    1.5(a)
"Agent Members"...............................................    2.7
"covenant defeasance option"..................................    8.1(b)
"Event of Default"........................................        6.1
"legal defeasance option".....................................    8.1(b)
"Legal Holiday"...............................................    11.8
"Notice of Default"...........................................    6.1
"Paying Agent"................................................    2.4
"Registrar"...................................................    2.4
"Rule 144A Information".......................................    4.7
"Security Register"...........................................    2.4


          Section 1.3      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the Notes means the Company or any other obligor on the
     Notes and on the Guarantees means any Guarantor or any other obligor on the
     Guarantees.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by a TIA reference to another statute or defined by an SEC rule
have the meanings assigned to them by such definitions.

          Section 1.4      RULES OF CONSTRUCTION. Unless the context otherwise
requires:

          (1) a term has the meaning assigned to it;

                                        8


          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with generally accepted accounting principles in the
     United States as in effect from time to time;

          (3) "or" is not exclusive;

          (4) "including" means including, without limitation; and

          (5) words in the singular include the plural, and words in the plural
     include the singular.

          Section 1.5      ACTS OF HOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company or the Guarantors. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee, the Company and the Guarantors, if made in the manner provided in this
Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

          (c) The ownership of Securities shall be proved by the Register.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Company or any Guarantor in reliance thereon, whether or not notation of such
action is made upon such Security.

          (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given

                                        9


before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the outstanding Securities shall be computed as of such record date;
PROVIDED that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

                                   ARTICLE II

                                 THE SECURITIES

          Section 2.1      FORM AND DATING. The Notes and the Trustee's
certificate of authentication shall be substantially in the form annexed hereto
as Exhibit A with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture. The Notes may
have notations, legends or endorsements required by law, stock exchange
agreements to which the Company is subject or usage. The Company shall approve
the form of the Notes and any notation, legend or endorsement on the Notes. Each
Note shall be dated the date of its authentication.

          The terms and provisions contained in the form of the Notes annexed
hereto as Exhibit A shall constitute, and are hereby expressly made, a part of
this Indenture. To the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

          Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Notes"),
registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, in accordance with the instructions given by the
Holder thereof, as hereinafter provided.

          Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global Notes in registered form substantially in the form set forth in Exhibit A
(the "Offshore Global Notes"), registered in the name of the nominee of the
Depositary, deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Offshore Global Notes may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

                                       10


          Notes issued pursuant to Section 2.7 in exchange for interests in the
Offshore Global Notes shall be in the form of permanent certificated Notes in
registered form substantially in the form set forth in Exhibit A (the "Offshore
Physical Notes").

          The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes." The U.S. Global Notes
and the Offshore Global Notes are sometimes referred to herein as the "Global
Notes."

          The definitive Notes shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

          Section 2.2      RESTRICTIVE LEGENDS. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, (i) the
U.S. Global Notes and U.S. Physical Notes shall bear the legend set forth below
on the face thereof and (ii) the Offshore Physical Notes and Offshore Global
Notes shall bear the legend set forth below on the face thereof until at least
the 41st day after the Closing Date and receipt by the Company and the Trustee
of a certificate substantially in the form of Exhibit B hereto.

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
     WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
     PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
     HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
     BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT
     A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
     COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT
     WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE
     SECURITIES ACT AS IN EFFECT ON THE DATE OF TRANSFER OF THIS NOTE, RESELL OR
     OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
     THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
     144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
     TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
     PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
     SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO
     EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
     EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN
     THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE
     BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER
     AND SUBMIT THIS CERTIFICATE TO THE

                                       11


     TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES"
     AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
     SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
     REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
     RESTRICTIONS.

          Each Global Note, whether or not an Exchange Note, shall also bear the
following legend on the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
     HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
     HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
     NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
     SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
     LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
     SECTION 2.8 OF THE INDENTURE.

          Section 2.3      EXECUTION, AUTHENTICATION AND DENOMINATIONS. Subject
to applicable law, the aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is unlimited. The Notes (with
the Guarantees endorsed thereon) shall be executed by two Officers of the
Company. The signature of these Officers on the Notes and the Guarantors and the
Guarantees may be by facsimile or manual signature.

          If an Officer whose signature is on a Note no longer holds that office
at the time the Trustee or authenticating agent authenticates the Note, the Note
shall be valid nevertheless.

          A Note shall not be valid until the Trustee or authenticating agent
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

          At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a
Company Order authenticate for original issue Notes in the aggregate principal
amount specified in such Company Order; PROVIDED that the Trustee shall be
entitled to receive an Officers' Certificate and an Opinion of

                                       12


Counsel of the Company in connection with such authentication of Notes. Such
Company Order shall specify the amount of Notes to be authenticated and the date
on which the original issue of Notes is to be authenticated.

          The Trustee may appoint an authenticating agent to authenticate Notes.
An authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such authenticating agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.

          The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 in principal amount and any integral
multiple thereof.

          Section 2.4      REGISTRAR AND PAYING AGENT. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "Registrar"), an office or agency where Notes may
be presented for payment (the "Paying Agent") and an office or agency where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served, which shall be in the Borough of Manhattan, The City of
New York. The Company shall cause the Registrar to keep a register of the Notes
and of their transfer and exchange (the "Security Register"). The Security
Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. The Company may have one or more
co-Registrars and one or more additional Paying Agents.

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall give
prompt written notice to the Trustee of the name and address of any such Agent
and any change in the address of such Agent. If the Company fails to maintain a
Registrar, Paying Agent and/or agent for service of notices and demands, the
Trustee shall act as such Registrar, Paying Agent and/or agent for service of
notices and demands. The Company may remove any Agent upon written notice to
such Agent and the Trustee; PROVIDED that no such removal shall become effective
until (i) the acceptance of an appointment by a successor Agent to such Agent as
evidenced by an appropriate agency agreement entered into by the Company and
such successor Agent and delivered to the Trustee or (ii) notification to the
Trustee that the Trustee shall serve as such Agent until the appointment of a
successor Agent in accordance with clause (i) of this proviso. The Company, any
Subsidiary of the Company, or any Affiliate of any of them may act as Paying
Agent, Registrar or co-Registrar, and/or agent for service of notice and
demands.

          The Company initially appoints the Trustee as Registrar, Paying Agent,
authenticating agent and agent for service of notice and demands. The Trustee
shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders and shall otherwise
comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee as of each Regular Record Date and at such other
times as the Trustee may reasonably request the names and addresses of Holders
as they appear in the Security Register, including the aggregate principal
amount of Notes held by each Holder.

                                       13


          Section 2.5      PAYING AGENT TO HOLD MONEY IN TRUST. Not later than
10:00 a.m. (New York City time) on each due date of the principal, premium, if
any, and interest (including Additional Interest) on any Notes, the Company
shall deposit with the Paying Agent money in immediately available funds
sufficient to pay such principal, premium, if any, and interest so becoming due.
The Company shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, and interest on the Notes (whether such money has
been paid to it by the Company or any Guarantor), and such Paying Agent shall
promptly notify the Trustee of any default by the Company (or the Guarantors) in
making any such payment. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and account for any funds disbursed, and
the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to
the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of
any of them acts as Paying Agent, it will, on or before each due date of any
principal of, premium, if any, or interest on the Notes, segregate and hold in a
separate trust fund for the benefit of the Holders a sum of money sufficient to
pay such principal, premium, if any, or interest so becoming due until such sum
of money shall be paid to such Holders or otherwise disposed of as provided in
this Indenture, and will promptly notify the Trustee of its action or failure to
act.

          Section 2.6      TRANSFER AND EXCHANGE. The Notes are issuable only
in registered form. A Holder may transfer a Note only by written application to
the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture. No such transfer shall be effected
until, and such transferee shall succeed to the rights of a Holder only upon,
final acceptance and registration of the transfer by the Registrar in the
Security Register. Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee, and any agent of the Company shall
treat the person in whose name the Note is registered as the owner thereof for
all purposes whether or not the Note shall be overdue, and neither the Company,
the Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent) and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry. When Notes are presented
to the Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes of other authorized
denominations (including an exchange of Notes for Exchange Notes), the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transactions are met (including that such Notes are duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Trustee and Registrar duly executed by the Holder thereof or by an
attorney who is authorized in writing to act on behalf of the Holder); PROVIDED
that no exchanges of Notes for Exchange Notes shall occur until a Registration
Statement shall have been declared effective by the Commission and that any
Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee.
To permit registrations of transfers and exchanges, the Company shall execute,
the Guarantors shall endorse and the Trustee shall authenticate Notes at the
Registrar's request. No service charge shall be made for any registration of
transfer or exchange or redemption of the

                                       14


Notes, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or other similar governmental charge payable
upon exchanges pursuant to Section 2.11, 3.7 or 9.5).

          The Registrar shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes selected for redemption under Section 3.2 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

          Section 2.7      BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.

          (a)     The U.S. Global Notes and Offshore Global Notes initially
shall (i) be registered in the name of the Depositary for such Global Notes or
the nominee of such Depositary, (ii) be delivered to the Trustee as custodian
for such Depositary and (iii) bear legends as set forth in Section 2.2.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary, or the Trustee as its custodian, or under such
Global Note, and the Depositary may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Note.

          (b)     Transfers of a Global Note shall be limited to transfers of
such Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in Global Notes may be
transferred in accordance with the rules and procedures of the Depositary and
the provisions of Section 2.8. In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Notes or the Offshore Global
Notes, as the case may be, if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the U.S. Global Notes or the
Offshore Global Notes, as the case may be, or such Depositary has ceased to be a
"clearing agency" registered under the Exchange Act, and a successor depositary
is not appointed by the Company within 90 days of such notice or cessation, (ii)
an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depositary, (iii) the Company has provided the
Trustee with written notice that it has decided to discontinue use of the system
of book-entry transfers through the Depositary or any successor Depositary or
(iv) in accordance with the rules and procedures of the Depositary and the
provisions of Section 2.8.

                                       15


          (c)     Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in another
Global Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in such other Global Note and, accordingly, will thereafter
be subject to all transfer restrictions, if any, and other procedures applicable
to beneficial interests in such other Global Note for as long as it remains such
an interest.

          (d)     In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to paragraph (b) of
this Section 2.7, the Registrar shall reflect on its books and records the date
and a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in such Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the
case may be, of like tenor and amount.

          (e)     In connection with the transfer of the U.S. Global Notes or
the Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph
(b) of this Section 2.7, the U.S. Global Notes or Offshore Global Notes, as the
case may be, shall be deemed to be surrendered to the Trustee for cancellation,
and the Company shall execute, and the Trustee shall authenticate and deliver,
to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the
case may be, an equal aggregate principal amount of U.S. Physical Notes or
Offshore Physical Notes, as the case may be, of authorized denominations.

          (f)     Any U.S. Physical Note delivered in exchange for an interest
in the U.S. Global Notes pursuant to paragraph (b), (d) or (e) of this Section
2.7 shall, except as otherwise provided by paragraph (e) of Section 2.8, bear
the legend regarding transfer restrictions applicable to the U.S. Physical Note
set forth in Section 2.2.

          (g)     Any Offshore Physical Note delivered in exchange for an
interest in the Offshore Global Notes pursuant to paragraph (b), (d) or (e) of
this Section 2.7 shall, except as otherwise provided by paragraph (e) of Section
2.8, bear the legend regarding transfer restrictions applicable to the Offshore
Physical Note set forth in Section 2.2.

          (h)     The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

          Section 2.8      SPECIAL TRANSFER PROVISIONS. Unless and until a Note
is exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

          (a)     [Intentionally Omitted.]

          (b)     TRANSFERS TO QIBS.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Note to a QIB
(excluding Non-U.S. Persons):

                                       16


          (i)     If the Note to be transferred consists of (x) either Offshore
     Physical Notes or U.S. Physical Notes, in each case, prior to the removal
     of the Private Placement Legend, the Registrar shall register the transfer
     if such transfer is being made by a proposed transferor who has checked the
     box provided for on the form of Note stating, or has otherwise advised the
     Company and the Registrar in writing, that the sale has been made in
     compliance with the provisions of Rule 144A to a transferee who has signed
     the certification provided for on the form of Note stating, or has
     otherwise advised the Company and the Registrar in writing, that it is
     purchasing the Note for its own account or an account with respect to which
     it exercises sole investment discretion and that it and any such account is
     a QIB within the meaning of Rule 144A and is aware that the sale to it is
     being made in reliance on Rule 144A and acknowledges that it has received
     such information regarding the Company and the Guarantors as it has
     requested pursuant to Rule 144A or has determined not to request such
     information and that it is aware that the transferor is relying upon its
     foregoing representations in order to claim the exemption from registration
     provided by Rule 144A or (y) an interest in the U.S. Global Notes, the
     transfer of such interest may be effected only through the book entry
     system maintained by the Depositary.

          (ii)    If the proposed transferee is an Agent Member, and the Note to
     be transferred consists of U.S. Physical Notes, upon receipt by the
     Registrar of the documents referred to in paragraph (i) above and
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and an increase in the principal amount of U.S. Global Notes in an amount
     equal to the principal amount of the U.S. Physical Notes to be transferred,
     and the Trustee shall cancel the U.S. Physical Notes so transferred.

          (c)     TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL NOTES OR
OFFSHORE PHYSICAL NOTES. The following provisions shall apply with respect to
any transfer of interests in Offshore Global Notes or Offshore Physical Notes:

          (i)     prior to the removal of the Private Placement Legend from the
     Offshore Global Notes or Offshore Physical Notes pursuant to Section 2.2,
     the Registrar shall refuse to register such transfer unless such transfer
     complies with Section 2.8(b) or Section 2.8(d), as the case may be, and

          (ii)    after such removal, the Registrar shall register the transfer
     of any such Note without requiring any additional certification.

          (d)     TRANSFERS TO NON-U.S. PERSONS AT ANY TIME.  The following
provisions shall apply with respect to any transfer of a Note to a Non-U.S.
Person:

          (i)     The Registrar shall register any proposed transfer to any
     Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an
     interest in U.S. Global Notes, upon receipt of a certificate substantially
     in the form of Exhibit C hereto from the proposed transferor.

                                       17


          (ii)    (a) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (i) and (y)
     instructions in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the U.S. Global Notes in an
     amount equal to the principal amount of the beneficial interest in the U.S.
     Global Notes to be transferred, and (b) if the proposed transferee is an
     Agent Member, upon receipt by the Registrar of instructions given in
     accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date and an increase
     in the principal amount of the Offshore Global Notes in an amount equal to
     the principal amount of the U.S. Physical Notes or the U.S. Global Notes,
     as the case may be, to be transferred, and the Trustee shall cancel the
     U.S. Physical Note, if any, so transferred or decrease the amount of the
     U.S. Global Notes.

          (e)     PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the Private Placement Legend is no longer required by Section 2.2,
(ii) the requested transfer is after the time period referred to in Rule 144(k)
under the Securities Act or (iii) there is delivered to the Registrar an Opinion
of Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

          (f)     GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture. The Registrar shall not register a transfer of any Note unless such
transfer complies with the restrictions on transfer of such Note set forth in
this Indenture. In connection with any transfer of Notes, each Holder agrees by
its acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; PROVIDED that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.7 or this Section 2.8. The
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

          Section 2.9      REPLACEMENT NOTES. If a mutilated Note is surrendered
to the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Company or the Trustee
that such Note has been acquired by a bona fide purchaser, the Company shall
issue and the Trustee shall authenticate a replacement Note of like tenor and
principal amount and bearing a number not contemporaneously

                                       18


outstanding; PROVIDED that the requirements of this Section 2.9 are met. If
required by the Trustee or the Company, an indemnity bond must be furnished that
is sufficient in the judgment of both the Trustee and the Company to protect the
Company, the Trustee or any Agent from any loss that any of them may suffer if a
Note is replaced. The Company may charge such Holder for its expenses and the
expenses of the Trustee in replacing a Note. In case any such mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay such Note instead of issuing a
new Note in replacement thereof.

          Every replacement Note is an additional obligation of the Company and
shall be entitled to the benefits of this Indenture.

          Section 2.10     OUTSTANDING NOTES. Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this
Section 2.10 as not outstanding.

          If a Note is replaced pursuant to Section 2.9, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a BONA FIDE purchaser.

          If the Paying Agent (other than the Company or an Affiliate of the
Company) holds on the maturity date money sufficient to pay Notes payable on
that date, then on and after that date such Notes cease to be outstanding and
interest on them shall cease to accrue.

          A Note does not cease to be outstanding because the Company or one of
its Affiliates holds such Note, PROVIDED, HOWEVER, that in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Company or the Guarantors or any Affiliate of the
Company or any Guarantor shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which a Responsible Officer of the Trustee has actual
knowledge to be so owned shall be so disregarded. Notes so owned which have been
pledged in good faith may be regarded as outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Notes and that the pledgee is not the Company or any Guarantor or any
Affiliate of the Company or any Guarantor.

          Section 2.11     TEMPORARY NOTES. Until definitive Notes are ready for
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes. If temporary
Notes are issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose
pursuant to Section 4.6 without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes the Company

                                       19


shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall be entitled to the
same benefits under this Indenture as definitive Notes.

          Section 2.12     CANCELLATION. The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation and shall dispose of them in
accordance with its normal procedure.

          Section 2.13     CUSIP NUMBERS. The Company in issuing the Notes may
use "CUSIP", "CINS" or "ISIN" numbers (if then generally in use), and the
Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may
be, in notices of redemption or exchange as a convenience to Holders; PROVIDED
that any such notice shall state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption or exchange and that reliance may be placed only on the
other identification numbers printed on the Notes. The Company shall promptly
notify the Trustee of any change in "CUSIP", "CINS" or "ISIN" numbers for the
Notes.

          Section 2.14     DEFAULTED INTEREST. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

          Section 2.15     ISSUANCE OF ADDITIONAL NOTES. The Company may issue
Additional Notes under this Indenture. The Notes issued on the Closing Date and
any Additional Notes subsequently issued shall be treated as a single class for
all purposes under this Indenture.

          Section 2.16     PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
the Principal Amount of the Security or the payment of any Redemption Price, in
respect thereof, and accrued interest and Additional Interest thereon, for all
purposes whatsoever, whether or not such Security is overdue, and none of the
Company, the Trustee and any of their respective agents shall be affected by
notice to the contrary.

                                       20


                                   ARTICLE III

                               OPTIONAL REDEMPTION

          Section 3.1      RIGHT TO REDEEM; NOTICES TO TRUSTEE. (a) OPTIONAL
REDEMPTION. The Notes will be redeemable, at the option of the Company, in whole
at any time or in part from time to time prior to their Stated Maturity, on at
least 30 days' but no more than 60 days' prior written notice mailed to the
Holders of the Notes to be redeemed in accordance with Section 3.3. In addition,
notice of any such optional redemption will be published as described in Section
3.3 below no later than 30 days prior to the redemption date. The redemption
price of the Notes will be equal to the greater of (1) 100% of the principal
amount of the Notes to be redeemed and (2) the sum, as determined by the
Quotation Agent, of the present values of the principal amount of the Notes and
the remaining scheduled payments of interest on such Notes to be redeemed
(exclusive of interest accrued to the redemption date), in each case discounted
from their respective scheduled payment dates to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid
interest on the principal amount being redeemed to the redemption date. The
Trustee shall be entitled to rely on the Quotation Agent's determination of the
redemption price of the Notes.

          (b)     NOTICE TO TRUSTEE. If the Company elects to redeem Notes
pursuant to this Section 3.1, it shall notify the Trustee, on at least 65 days'
prior written notice, of the Redemption Date, the Principal Amount of Notes to
be redeemed and the Redemption Price.

          If money sufficient to pay the redemption price of and accrued
interest on the Notes (or portions thereof) to be redeemed on the redemption
date is deposited with the Trustee or Paying Agent on or before the redemption
date in accordance with the provisions of this Article III, then on and after
the redemption date, interest will cease to accrue on such Notes (or such
portion thereof) called for redemption. If any redemption date is not a Business
Day, the Company will pay the redemption price on the next Business Day without
any interest or other payment due to the delay.

          Section 3.2      PARTIAL REDEMPTION. If the Company redeems the Notes
in part pursuant to this Article III, the Trustee shall select the Notes to be
redeemed on a pro rata basis or by lot or by such other method that the Trustee
in its sole discretion deems fair and appropriate. The Trustee shall make the
selection at least 30 days but not more than 60 days before the Redemption Date
from outstanding Notes not previously called for redemption. No Notes of $1,000
or less will be redeemed in part. Notes and portions of them the Trustee selects
shall be in principal amounts of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be redeemed.

          Section 3.3      NOTICE OF OPTIONAL REDEMPTION. If the Company elects
to exercise its right to redeem all or some of the Notes pursuant to this
Article Three, the Company or the Trustee shall mail a notice of such redemption
to each Holder of a Note that is to be redeemed not less than 30 days and not
more than 60 days before the Redemption Date. In

                                       21


connection with providing notice pursuant to this Section 3.3, the Company shall
issue a press release and publish a notice containing information regarding the
redemption of the Notes in a newspaper in general circulation in The City of New
York or shall publish such information on the Company's web site or through
other such public media as in general use at the time.

          Section 3.4      NOTICE OF REDEMPTION. The Company shall mail the
notice of redemption required under Section 3.3 by first-class mail, postage
prepaid, to each Holder of Notes to be redeemed.

          The notice shall identify the Notes to be redeemed and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) the name and address of the Paying Agent;

          (4) if fewer than all the outstanding Notes are to be redeemed, the
     certificate numbers, if any, and Principal Amounts of the particular Notes
     to be redeemed;

          (5) that, unless the Company defaults in making payment of such
     Redemption Price, interest on Notes called for redemption will cease to
     accrue on and after the Redemption Date; and

          (6) the CUSIP number of the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, PROVIDED that the
Company makes such request at least three Business Days prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 3.4.

          Section 3.5      EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is given, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice. Upon surrender
to the Paying Agent, such Notes shall be paid at the Redemption Price stated in
the notice, together with accrued and unpaid interest up to but not including
the Redemption Date and Additional Interest, if any, thereon.

          Section 3.6      DEPOSIT OF REDEMPTION PRICE. Prior to 10:00 a.m.
(New York City time) on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the Redemption Price of all Notes to be redeemed on that date, together with
accrued and unpaid interest up to but not including the Redemption Date and
Additional Interest, if any, thereon, other than Notes or portions of Notes
called for redemption that on or prior thereto have been delivered by the
Company to the Trustee for cancellation.

          Section 3.7      NOTES REDEEMED IN PART. Upon surrender of a Note that
is redeemed in part, the Company shall execute, the Guarantors shall endorse and
the Trustee shall

                                       22


authenticate and deliver to the Holder a new Note in an authorized denomination
equal in Principal Amount to the unredeemed portion of the Note surrendered.

                                   ARTICLE IV

                                    COVENANTS

          Section 4.1      PAYMENT OF NOTES. The Company shall promptly make all
payments in respect of the Notes on the dates and in the manner provided in the
Notes or pursuant to this Indenture. Any amounts to be given to the Trustee or
Paying Agent shall be deposited with the Trustee or Paying Agent by 10:00 a.m.
(New York City time) by the Company. Interest installments, Principal Amount,
premium, if any, Redemption Price, Additional Interest, if any, and interest, if
any, due on overdue amounts shall be considered paid on the applicable date due
if on such date the Trustee or the Paying Agent holds, in accordance with this
Indenture, money sufficient to pay all such amounts then due.

          The Company shall, to the extent permitted by law, pay interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the Notes,
compounded semiannually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand. The accrual of such interest on overdue amounts shall be in addition
to the continued accrual of interest on the Notes.

          Section 4.2      SEC AND OTHER REPORTS. The Company shall file with
the Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements.

          In addition, the Company shall comply with the other provisions of TIA
Section 314(a).

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                       23


          Section 4.3      COMPLIANCE CERTIFICATE. The Company and the
Guarantors shall deliver to the Trustee within 90 days after the end of each
fiscal year of the Company (beginning with the fiscal year ending on February
28, 2004) an Officers' Certificate, stating whether or not to the best knowledge
of the signers thereof the Company or the Guarantors are in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and if the Company or the Guarantors shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.

          Section 4.4      FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Company and the Guarantors will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purposes of this Indenture.

          Section 4.5      EXISTENCE. Subject to Article V of this Indenture,
the Company and the Guarantors will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of the Company and each Restricted Subsidiary and the
rights (whether pursuant to charter, partnership certificate, agreement, statute
or otherwise), licenses and franchises of the Company and each Restricted
Subsidiary; PROVIDED that the Company and the Guarantors shall not be required
to preserve any such right, license or franchise, or the existence of any
Restricted Subsidiary, if the maintenance or preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.

          Section 4.6      MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar and Paying Agent where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer, exchange or redemption and where notices and demands to or upon the
Company or any Guarantor in respect of the Notes and this Indenture may be
served. The Corporate Trust Office shall initially be such office or agency for
all of the aforesaid purposes. The Company shall give prompt written notice to
the Trustee of the location, and of any change in the location, of any such
office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 11.2.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes.

          Section 4.7      DELIVERY OF CERTAIN INFORMATION. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Notes, the Company will promptly
furnish or cause to be furnished

                                       24


Rule 144A Information (as defined below) to such Holder or any beneficial owner
of Notes, or to a prospective purchaser of any such security designated by any
such Holder, as the case may be, to the extent required to permit compliance by
such Holder or beneficial owner with Rule 144A under the Securities Act in
connection with the resale of any such security. "Rule 144A Information" shall
be such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act or any successor provisions. Whether a person is a beneficial
owner shall be determined by the Company to the Company's reasonable
satisfaction.

          Section 4.8      ADDITIONAL INTEREST. If at any time Additional
Interest becomes payable by the Company and the Guarantors pursuant to the
Registration Rights Agreement, the Company shall promptly deliver to the Trustee
a certificate to that effect and stating (i) the amount of such Additional
Interest that is payable and (ii) the date on which such Additional Interest is
payable pursuant to the terms of the Registration Rights Agreement. Unless and
until a Responsible Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Additional Interest is payable. If
the Company or any Guarantor has paid Additional Interest directly to the
persons entitled to such amounts, the Company shall deliver to the Trustee a
certificate setting forth the particulars of such payment.

          Section 4.9      LIMITATIONS ON LIENS.

          The Company will not itself, and will not permit any Restricted
Subsidiary to, incur, issue, assume or guarantee any Debt secured by a Mortgage
without providing that the Notes shall be secured equally and ratably with (or
prior to) such secured Debt, so long as such secured Debt shall be so secured,
unless, after giving effect thereto, the aggregate amount of all Debt secured by
a Mortgage plus all Attributable Debt of the Company and its Restricted
Subsidiaries in respect of Sale and Leaseback Transactions (other than such Sale
and Leaseback Transactions the net proceeds of which are applied to retire Notes
or Funded Debt or acquire assets in the ordinary course of business under
Section 4.10(ii)) would not exceed fifteen percent (15%) of Consolidated Assets;
provided, however, that this section shall not apply to, and there shall be
excluded from any computation of all Debt secured by a Mortgage under this
section, Debt secured by:

          (i)     Mortgages existing on the execution date of this Indenture;

          (ii)    Mortgages of any Person existing at the time such Person
     becomes a Restricted Subsidiary or obligor under this Indenture and that
     are not incurred in contemplation of either such event;

          (iii)   Mortgages in favor of the Company or a Restricted Subsidiary
     by a Restricted Subsidiary;

          (iv)    Mortgages (including the assignment of moneys due or to become
     due thereon) in favor of the United States of America, any state thereof or
     any foreign government, or any agency, department or other instrumentality
     thereof, to secure progress, advance or other payments pursuant to any
     contract or provision of any statute;

          (v)     Mortgages (A) existing at the time of the acquisition
     (including acquisition through merger or consolidation) of the Real
     Property, shares of stock (or other interests)

                                       25


     or Debt subject to such Mortgage that are not incurred in contemplation of
     any such events or (B) granted to secure (1) the payment of all or any part
     of the purchase price, construction cost or development cost of the Real
     Property, shares of stock (or other interests) or Debt subject to such
     Mortgage or (2) any Debt incurred for the purpose of financing all or any
     part of the purchase price or construction cost or development cost of the
     Real Property, shares of stock (or other interests) or Debt subject to such
     Mortgage prior to, at the time of or within 360 days after the acquisition
     or the completion of any such construction or development thereof;

          (vi)    Mortgages incurred or deposits made to secure the performance
     of tenders, statutory obligations, surety bonds, bids, performance bonds
     and other similar obligations;

          (vii)   Mortgages incidental to the normal conduct of the business of
     the Company or any Restricted Subsidiary or the ownership of their
     properties or assets and that are not incurred in connection with the
     incurrence of Debt and that do not in the aggregate materially impair the
     use of such property or assets in the operation of the business of the
     Company and its Subsidiaries, taken as a whole, or the value of such
     property or assets for the purpose of such business;

          (viii)  Mortgages created by or resulting from any litigation or legal
     proceeding that is effectively stayed while the underlying claims are being
     contested in good faith by appropriate proceedings and with respect to
     which the Company or such Subsidiary has established adequate reserves in
     accordance with generally accepted accounting principles;

          (ix)    any extension, renewal or refinancing (or successive
     extensions, renewals or refinancings), as a whole or in part, of any
     Mortgage referred to in the foregoing clauses (i) to (viii), inclusive;
     provided, however, that (A) such extension, renewal or refinancing Mortgage
     shall be limited to all or a part of the same Real Property, shares of
     stock (or other interests) or Debt that secured the Mortgage extended,
     renewed or refinanced (plus improvements on such Real Property) and (B) the
     principal amount of Debt secured by such Mortgage is not increased to an
     amount exceeding the sum of the principal amount of the Debt immediately
     prior to such extension, renewal or refinancing and any premium, accrued
     and unpaid interest and capitalized interest payable on the previous
     amount; and

          (x)     Mortgages for taxes, assessments, governmental charges or
     levies in respect of taxes either not yet due and payable or that are being
     contested in good faith and by appropriate proceedings and with respect to
     which the Company or such Subsidiary has established adequate reserves in
     accordance with generally accepted accounting principles.

          Section 4.10     LIMITATION ON SALES AND LEASEBACKS.

          The Company will not itself, and it will not permit any Restricted
Subsidiary to, enter into a Sale and Leaseback Transaction unless either:

                                       26


          (i)     the Company or such Restricted Subsidiary could create Debt
     secured by a Mortgage on the Real Property to be leased back in an amount
     equal to the Attributable Debt with respect to such Sale and Leaseback
     Transaction without equally and ratably securing the Securities pursuant to
     Section 4.9, or

          (ii)    the Company or such Restricted Subsidiary within 180 days
     after the sale or transfer shall have been made by the Company or such
     Restricted Subsidiary, applies an amount equal to the net proceeds of the
     sale of the Real Property sold and leased back pursuant to such Sale and
     Leaseback Transaction to (A) the retirement of Notes or Funded Debt of the
     Company or any of its Restricted Subsidiaries and/or (B) the acquisition of
     assets (other than current assets) to be used in the ordinary course of
     business of the Company or such Restricted Subsidiary, as the case may be.

          Section 4.11     NOTICE OF DEFAULTS. In the event that any Officer
becomes aware of any Default or Event of Default, the Company shall promptly
deliver to the Trustee an Officers' Certificate specifying such Default or Event
of Default.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

          Section 5.1      WHEN COMPANY OR ANY GUARANTOR MAY MERGE OR TRANSFER
ASSETS. (a) Neither the Company or any of the Guarantors shall consolidate with
or merge with or into any other person or convey, transfer or lease its
properties and assets substantially as an entirety to any other person, unless:

          (i)     the Company or such Guarantor, as the case may be, shall be
     the (1) continuing corporation or (2) the person (if other than the Company
     or such Guarantor, as the case may be) formed by such consolidation or into
     which the Company or such Guarantor, as the case may be, is merged or the
     person which acquires by conveyance, transfer or lease the properties and
     assets of the Company or such Guarantor, as the case may be, substantially
     as an entirety (A) shall be organized and validly existing under the laws
     of the United States or any State thereof or the District of Columbia and
     (B) shall expressly assume, by an indenture supplemental hereto, executed
     and delivered to the Trustee, in form satisfactory to the Trustee, all of
     the obligations of the Company or the Guarantors under the Securities and
     this Indenture;

          (ii)    immediately after giving effect to the transaction, no Default
     or Event of Default would occur or be continuing; and

          (iii)   the Company or such Guarantor, as applicable, shall have
     delivered to the Trustee an Officers' Certificate and an Opinion of
     Counsel, each stating that such consolidation, merger, conveyance, transfer
     or lease and, if a supplemental indenture is required in connection with
     such transaction, such supplemental indenture, comply with this Article 5,
     that all conditions precedent herein provided for relating to such
     transaction have been satisfied and the supplemental indenture will
     constitute the legally

                                       27


     valid and binding obligation of such successor person, enforceable against
     such person in accordance with its terms, subject to bankruptcy,
     insolvency, reorganization, moratorium, or other laws relating to or
     affecting creditors' rights and by general principles of equity.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of the properties and assets of one or more Subsidiaries
(other than to the Company, any Guarantor or another Subsidiary), which, if such
assets were owned by the Company or such Guarantor, as the case may be, would
constitute all or substantially all of the properties and assets of the Company
or such Guarantor, as the case may be, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company or such
Guarantor, as the case may be.

          The successor person formed by such consolidation or into which the
Company or such Guarantor, as the case may be, is merged or the successor person
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or such
Guarantor, as the case may be, under this Indenture with the same effect as if
such successor had been named as the Company or such Guarantor, as the case may
be, herein; and thereafter, except in the case of a lease, the Company or such
Guarantor, as the case may be, shall be discharged from all obligations and
covenants under this Indenture and the Securities. Subject to Section 9.6, the
Company, the Guarantors, the Trustee and the successor person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

          Section 6.1      EVENTS OF DEFAULT. An "Event of Default" occurs if:

          (a) the Company defaults in the payment of interest or Additional
Interest, if any, payable on any Note when the same becomes due and payable and
such default continues for a period of 30 days;

          (b) the Company defaults in the payment of the principal amount of, or
premium, if any, on Notes when the same becomes due and payable, whether at
Stated Maturity, upon redemption, upon declaration, or otherwise;

          (c) the Company or any Guarantor fails to comply with any of its
agreements in the Securities or this Indenture (other than those referred to in
clauses (a) and (b) above) and such failure continues for 90 days after receipt
by the Company of a Notice of Default;

          (d) an event of default, as defined in any indenture or instrument
evidencing or under which the Company or any Guarantor, on the date any
determination shall be made under this clause (d), shall have outstanding at
least $30,000,000 aggregate principal amount of Debt for borrowed money (other
than Non-Recourse Debt), shall happen and be continuing and such event of
default shall involve (x) the failure to pay the principal of or premium, if
any, on such

                                       28


Debt (or any part thereof) on the final maturity date thereof after the
expiration of any applicable grace period with respect thereto, or (y) such Debt
shall have been accelerated so that the same shall be or become due and payable
prior to the date on which the same would otherwise have become due and payable,
and such acceleration shall not be rescinded or annulled within 10 Business Days
after notice thereof shall have been given to the Company or such Guarantor, as
applicable, by the Trustee (if such event be known to it) or to the Company or
such Guarantor, as applicable, and the Trustee by the Holders of at least 25% in
aggregate principal amount of all of the Securities at the time outstanding;
PROVIDED that, if such event of default under such indenture or instrument shall
be remedied or cured by the Company or such Guarantor, as applicable, or waived
by the requisite holders of such Debt, then the Event of Default by reason
thereof shall be deemed likewise to have been thereupon remedied, cured or
waived without further action upon the part of either the Trustee or any of the
Securityholders, and PROVIDED FURTHER, HOWEVER, that subject to the provisions
of Sections 7.1 and 7.2, the Trustee shall not be charged with knowledge of any
such event of default unless written notice thereof shall have been given to the
Trustee by the Company or such Guarantor, as applicable, by the holder or an
agent of the holder of any such Debt, by the trustee then acting under any
indenture or other instrument under which such default shall have occurred, or
by the Holders of not less than 25% in the aggregate principal amount of the
Securities at the time outstanding;

          (e) any Guarantee shall for any reason cease to be, or shall for any
reason be asserted in writing by such Guarantor or the Company not to be in full
force and effect and enforceable in accordance with its terms, except to the
extent contemplated by this Indenture;

          (f) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Company or any Guarantor in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Company or any Guarantor or
for any substantial part of its property or ordering the winding up or
liquidation of its affairs and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or

          (g) the Company or any Guarantor shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Company or any Guarantor or for any substantial part of its
property or make any general assignment for the benefit of creditors.

          A Default under clause (c) or (d) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate Principal Amount of the Notes at the time outstanding notify the
Company, the Guarantors and the Trustee, of the Default and neither the Company
nor any of the Guarantors cures such Default (and such Default is not waived)
within the time specified in clause (c) or (d) above after actual receipt of
such notice. Any such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default."

                                       29


          The Company or any Guarantor shall deliver to the Trustee, within 30
days after it becomes aware of the occurrence thereof, written notice of any
event which with the giving of notice or the lapse of time, or both, would
become an Event of Default under clauses (c) or (d) above, its status and what
action the Company or such Guarantor, as the case may be, is taking or proposes
to take with respect thereto.

          Section 6.2      ACCELERATION. If an Event of Default (other than an
Event of Default specified in Section 6.1(f) or (g)) occurs and is continuing,
the Trustee by notice to the Company and the Guarantors, or the Holders of at
least 25% in aggregate Principal Amount of the Notes at the time outstanding by
notice to the Company, the Guarantors and the Trustee, may declare the Principal
Amount of all the Notes plus all accrued interest thereon through the date of
declaration to be immediately due and payable. Upon such a declaration, such
Principal Amount plus all accrued interest and Additional Interest, if any,
shall become and be immediately due and payable. If an Event of Default
specified in Section 6.1(f) or (g) occurs and is continuing, the Principal
Amount of all the Notes plus all accrued interest and Additional Interest, if
any, thereon shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. The
Holders of a majority in aggregate Principal Amount of the Notes at the time
outstanding, by notice to the Trustee (and without notice to any other
Securityholder), may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of the Principal
Amount plus all accrued interest and Additional Interest, if any, that have
become due solely as a result of acceleration and if all amounts due to the
Trustee under Section 7.7 have been paid. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

          Section 6.3      OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Principal Amount of all the Notes plus all accrued interest and
Additional Interest, if any, thereon or to enforce the performance of any
provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Notes or does not produce any of the Notes in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of, or acquiescence in, the Event of Default. No remedy
is exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

          Section 6.4      WAIVER OF PAST DEFAULTS. The Holders of a majority
in aggregate Principal Amount of the Notes at the time outstanding, by notice to
the Trustee (and without notice to any other Securityholder), may waive an
existing Default or Event of Default and its consequences except (a) an Event of
Default described in Section 6.1(a) or 6.1(b) or (b) a Default in respect of a
provision that under Section 9.2 cannot be amended without the consent of each
Securityholder affected. When a Default is waived, it is deemed cured, but no
such waiver shall extend to any subsequent or other Default or impair any
consequent right. This Section 6.4 shall be in lieu of Section 316(a)1(B) of the
TIA and such Section 316(a)1(B) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

                                       30


          Section 6.5      WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any covenant or condition set forth in
Sections 4.5, 4.9 and 4.10, if before the time for such compliance the Holders
of at least a majority in principal amount of the applicable outstanding
Securities of such series shall, by Act of such Holders either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

          Section 6.6      CONTROL BY MAJORITY. The Holders of a majority in
aggregate Principal Amount of the Notes at the time outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability unless the Trustee is offered indemnity satisfactory to
it. This Section 6.6 shall be in lieu of Section 316(a)1(A) of the TIA and such
Section 316(a)1(A) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

          Section 6.7      LIMITATION ON SUITS. A Securityholder may not pursue
any remedy with respect to this Indenture or the Securities unless:

          (a) the Holder gives to the Trustee written notice stating that an
     Event of Default is continuing;

          (b) the Holders of at least 25% in aggregate Principal Amount of the
     Notes at the time outstanding make a written request to the Trustee to
     pursue the remedy;

          (c) such Holder or Holders offer to the Trustee security or indemnity
     satisfactory to the Trustee against any loss, liability or expense;

          (d) the Trustee does not comply with the request within 60 days after
     receipt of such notice, request and offer of security or indemnity; and

          (e) the Holders of a majority in aggregate Principal Amount of the
     Notes at the time outstanding do not give the Trustee a direction
     inconsistent with the request during such 60-day period.

          A Securityholder may not use this Indenture to prejudice the rights of
any other Securityholder or to obtain a preference or priority over any other
Securityholder.

          Section 6.8      RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of interest installments, the Principal Amount, Redemption Price or
Additional Interest, if any, or interest, if any, due on overdue amounts in
respect of the Notes held by such Holder, on or after the respective due dates
expressed in the Notes, or to bring suit for the enforcement of any such

                                       31


payment on or after such respective dates, shall not be impaired or affected
adversely without the consent of such Holder.

          Section 6.9      COLLECTION SUIT BY TRUSTEE. If an Event of Default
described in Section 6.1(a) or 6.1(b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any Guarantor for the whole amount owing with respect to the Note and
the amounts provided for in Section 7.7.

          Section 6.10     TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company, any Guarantor or any other obligor upon the
Notes or the property of the Company, such Guarantor or of such other obligor or
their creditors, the Trustee (irrespective of whether interest installments, the
Principal Amount, Redemption Price, Additional Interest, if any, or interest, if
any, due on overdue amounts in respect of the Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company or such Guarantor
for the payment of any such amount) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

          (a) to file and prove a claim for any accrued and unpaid interest
     installments, the whole amount of the Principal Amount, Redemption Price,
     Additional Interest or interest, if any, due on overdue amounts in respect
     of the Notes, and to file such other papers or documents as may be
     necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel or any
     other amounts due the Trustee under Section 7.7) and of the Holders allowed
     in such judicial proceeding; and

          (b) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

          Section 6.11     PRIORITIES. If the Trustee collects any money
pursuant to this Article VI, it shall pay out the money in the following order:

          FIRST:  to the Trustee for amounts due under Section 7.7;

                                       32


          SECOND: to Securityholders for amounts due and unpaid on the Notes for
     any accrued and unpaid interest installments, the Principal Amount,
     Redemption Price, Additional Interest, if any, or interest, if any, due on
     overdue amounts in respect of the Notes, as the case may be, ratably,
     without preference or priority of any kind, according to such amounts due
     and payable on the Notes; and

          THIRD:  the balance, if any, to the Company or, to the extent the
     Trustee collects any amount pursuant to the Guarantees from any Guarantor,
     to such Guarantor, as applicable.

          The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.11. At least 15 days before such
record date, the Trustee shall mail to each Securityholder, the Company and any
Guarantor from whom the Trustee collected any money pursuant to this Article VI
a notice that states the record date, the payment date and the amount to be
paid.

          Section 6.12     UNDERTAKING FOR COSTS. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.8 or a suit by Holders of more than 10% in aggregate
Principal Amount of the Notes at the time outstanding. This Section 6.12 shall
be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

          Section 6.13     WAIVER OF STAY, EXTENSION OR USURY LAWS. Each of the
Company and the Guarantors covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury or other law wherever enacted, now or at any time hereafter in force,
which would prohibit or forgive the Company or such Guarantor, as the case may
be, from paying all or any portion of any interest installment, the Principal
Amount, Redemption Price, Additional Interest or interest, if any, due on
overdue amounts in respect of the Notes, as contemplated herein, or which may
affect the covenants or the performance of this Indenture; and the Company and
such Guarantor (in each case, to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                       33


                                   ARTICLE VII

                                     TRUSTEE

          Section 7.1      DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

          (b) Except during the continuance of an Event of Default:

          (1) the Trustee need perform only those duties that are specifically
     set forth in this Indenture and no others; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture, but in
     case of any such certificates or opinions which by any provision hereof are
     specifically required to be furnished to the Trustee, the Trustee shall
     examine the certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture, but need not confirm or
     investigate the accuracy of mathematical calculations or other facts stated
     therein. This Section 7.1(b) shall be in lieu of Section 3.15(a) of the TIA
     and such Section 315(a) is hereby expressly excluded from this Indenture,
     as permitted by the TIA.

          (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

          (1) this paragraph (c) does not limit the effect of paragraph (b) of
     this Section 7.1;

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (3) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.6.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

          (e) The Trustee may refuse to perform any duty or exercise any right
or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                                       34


          (f) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
(acting in any capacity hereunder) shall be under no liability for interest on
any money received by it hereunder unless otherwise agreed in writing with the
Company.

          Section 7.2      RIGHTS OF TRUSTEE.  Subject to its duties and
responsibilities under the TIA,

          (a) the Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

          (b) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, conclusively rely upon an Officers' Certificate;

          (c) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder;

          (d) The Trustee shall not be liable for any action taken, suffered, or
     omitted to be taken by it in good faith which it believes to be authorized
     or within its rights or powers conferred under this Indenture;

          (e) The Trustee may consult with counsel selected by it and any advice
     or Opinion of Counsel shall be full and complete authorization and
     protection in respect of any action taken or suffered or omitted by it
     hereunder in good faith and in accordance with such advice or Opinion of
     Counsel.

          (f) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Holders, pursuant to the provisions of this
     Indenture, unless such Holders shall have offered to the Trustee security
     or indemnity satisfactory to it against the costs, expenses and liabilities
     which may be incurred therein or thereby.

          (g) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

          (h) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further

                                       35


     inquiry or investigation into such facts or matters as it may see fit, and,
     if the Trustee shall determine to make such further inquiry or
     investigation, it shall be entitled to examine the books, records and
     premises of the Company, personally or by agent or attorney at the sole
     cost of the Company and shall incur no liability or additional liability of
     any kind by reason of such inquiry or investigation;

          (i) the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the Trustee at the Corporate Trust Office of
     the Trustee, and such notice references the Securities and this Indenture;

          (j) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including its right to be indemnified, are extended to, and
     shall be enforceable by, the Trustee in each of its capacities hereunder,
     and to each agent, custodian and other Person employed to act hereunder;
     and

          (k) the Trustee may request that the Company or any Guarantor deliver
     an Officers' Certificate setting forth the names of individuals and/or
     titles of officers authorized at such time to take specified actions
     pursuant to this Indenture, which Officers' Certificate may be signed by
     any person authorized to sign an Officers' Certificate, including any
     person specified as so authorized in any such certificate previously
     delivered and not superseded.

          Section 7.3      INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11.

          Section 7.4      TRUSTEE'S DISCLAIMER. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in the registration statement for the Securities under the Securities Act or in
any offering document for the Securities, this Indenture or the Securities
(other than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.

          Section 7.5      NOTICE OF DEFAULTS. If a Default occurs and if it is
known to the Trustee, the Trustee shall give to each Securityholder notice of
the Default within 90 days after it occurs or, if later, within 15 days after it
is known to the Trustee, unless such Default shall have been cured or waived
before the giving of such notice. Notwithstanding the preceding sentence, except
in the case of a Default described in Sections 6.1(a) and 6.1(b), the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Securityholders. The second sentence of this Section 7.5 shall be
in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                                       36


          Section 7.6      REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after
each May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

          A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company agrees to notify the Trustee promptly
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

          Section 7.7      COMPENSATION AND INDEMNITY. The Company agrees:

          (a) to pay to the Trustee from time to time such compensation as the
     Company and the Trustee shall from time to time agree in writing for all
     services rendered by it hereunder (which compensation shall not be limited
     (to the extent permitted by law) by any provision of law in regard to the
     compensation of a trustee of an express trust);

          (b) to reimburse the Trustee upon its request for all reasonable
     out-of-pocket expenses, disbursements and advances incurred or made by the
     Trustee in accordance with any provision of this Indenture (including the
     reasonable compensation and the expenses, advances and disbursements of its
     agents and counsel), except any such expense, disbursement or advance as
     may be attributable to its negligence, bad faith or willful misconduct; and

          (c) to indemnify the Trustee or any predecessor Trustee and their
     agents for, and to hold them harmless against, any and all loss, damage,
     claim, liability, cost or expense (including reasonable attorney's fees and
     taxes (other than taxes based upon, measured by or determined by the income
     of the Trustee)) incurred without negligence or bad faith on its part,
     arising out of or in connection with the acceptance or administration of
     this trust, including the costs and expenses of defending itself against
     any claim (whether asserted by the Company or any Holder or any other
     Person) or liability in connection with the exercise or performance of any
     of its powers or duties hereunder.

          To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay interest
installments, the Principal Amount, Redemption Price, Additional Interest or
interest, if any, due on overdue amounts, as the case may be, in respect of any
Notes.

          The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.1(f), the expenses, including the reasonable charges and
expenses of its counsel, are intended to constitute expenses of administration
under any bankruptcy law.

          Section 7.8      REPLACEMENT OF TRUSTEE. A resignation or removal of
the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section 7.8.

                                       37


          The Trustee may resign by so notifying the Company at least 30 days
prior to the date of the proposed resignation. The Holders of a majority in
aggregate Principal Amount of the Notes at the time outstanding may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
at any time prior to the occurrence and continuation of an Event of Default
remove the Trustee by Company Order given at least 30 days prior to the date of
the proposed removal.

          The Company shall remove the Trustee if:

          (a) the Trustee fails to comply with Section 7.10;

          (b) the Trustee is adjudged bankrupt or insolvent;

          (c) a receiver or public officer takes charge of the Trustee or its
     property; or

          (d) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.7.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate Principal Amount of the Notes at the time
outstanding may petition any court of competent jurisdiction at the expense of
the Company for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          The Company shall give notice of any resignation and any removal of
the Trustee and each appointment of a successor Trustee to all Securityholders.
Each notice shall include the name of the successor Trustee and the address of
its Corporate Trust Office.

          Section 7.9      SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets (including the administration of the
trust created by this Indenture) to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

                                       38


          Section 7.10     ELIGIBILITY; DISQUALIFICATION. The Trustee shall at
all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The
Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. Nothing herein contained shall prevent the Trustee from
filing with the SEC the application referred to in the penultimate paragraph of
TIA Section 310(b).

          Section 7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

          Section 8.1      DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE.

          (a)     When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.9) for
cancellation or (ii) all outstanding Securities have become due and payable and
the Company or any Guarantor deposits with the Trustee in trust cash sufficient
to pay all amounts due and owing on all outstanding Securities (other than
Securities replaced pursuant to Section 2.9), and if in either case the Company
or any Guarantor pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.7, cease to be of further effect and any
Guarantor shall be released from all of its obligations under the Guarantee. The
Trustee shall join in the execution of a document prepared by the Company
acknowledging satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and Opinion of Counsel and at
the cost and expense of the Company.

          (b)     Subject to Sections 8.1(c), 8.3 and 8.6, the Company at any
time may terminate, (i) all its obligations under the Securities and this
Indenture with respect to the Securities ("legal defeasance option") or (ii) its
obligations with respect to the Securities under Sections 4.9 and 4.10and the
related operation of Section 6.1(c) ("covenant defeasance option"). The Company
may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option.

     If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Sections 6.1(c) (except
to the extent covenants or agreements referenced in such Sections remain
applicable).

     Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

                                       39


          (c)     Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.10, 2.9, 2.5, 2.4, 7.7, 8.4, 8.5 and 8.6 shall survive
until the Securities of the defeased series have been paid in full. Thereafter,
the Company's obligations in Sections 7.7, 8.4 and 8.5 shall survive.

          Section 8.2      CONDITIONS OF DEFEASANCE. The Company may exercise
its legal defeasance option or its covenant defeasance option with respect to
the Securities only if:

          (a)     the Company or any Guarantor irrevocably deposits in trust
with the Trustee money or U.S. Government Obligations for the payment of
principal of, and premium, if any, and interest on, the Securities to maturity
or redemption, as the case may be;

          (b)     the Company or any Guarantor delivers to the Trustee a
certificate from a nationally recognized firm of independent accountants
expressing their opinion that the payments of principal and interest when due
and without reinvestment on the deposited U.S. Government Obligations plus any
deposited money without investment will provide cash at such times and in such
amounts as will be sufficient to pay the principal, premium and interest when
due on all the Debt Securities of such series to maturity or redemption, as the
case may be;

          (c)     123 days pass after the deposit is made and during the 123-day
period no Default specified in Section 6.1(f) or (g) with respect to the Company
occurs which is continuing at the end of the period;

          (d)     no Default or Event of Default has occurred and is continuing
on the date of such deposit and after giving effect thereto;

          (e)     the deposit does not constitute a default under any other
agreement binding on the Company;

          (f)     the Company delivers to the Trustee an Opinion of Counsel to
the effect that the trust resulting from the deposit does not violate the
Investment Company Act of 1940;

          (g)     in the event of the legal defeasance option, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from the Internal Revenue Service a ruling, or (ii) since the date
of this Indenture there has been a change in the applicable Federal income tax
law, in either case of the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Securities will not recognize income,
gain or loss for Federal income tax purposes as a result of such legal
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such legal
defeasance had not occurred;

          (h)     in the event of the covenant defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred;

                                       40


          (i)     the Company shall have delivered to the Trustee an Officers'
Certificate to the effect that the Securities, if then listed on any securities
exchange, will not be delisted as a result of such deposit; and

          (j)     the Company delivers to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance and discharge of the Debt Securities of such series as contemplated
by this Article VIII have been complied with.

          Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article III.

          Section 8.3      APPLICATION OF TRUST MONEY. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through any Paying Agent (including the Company and any
Guarantor acting as the Paying Agent) and in accordance with this Indenture to
the payment of principal of, and premium, if any, and interest on, the defeased
Securities.

          Section 8.4      REPAYMENT TO THE COMPANY OR GUARANTOR. The Trustee
and the Paying Agent shall return to the Company or any Guarantor, as the case
may be, upon written request any money or securities held by them for the
payment of any amount with respect to the Securities and accrued interest and
Additional Interest, if any, that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company or such
Guarantor, as applicable, Holders entitled to the money or securities must look
to the Company and the Guarantors for payment as general creditors unless an
applicable abandoned property law designates another person and the Trustee and
the Paying Agent shall have no further liability to the Securityholders with
respect to such money or securities for that period commencing after the return
thereof.

          Section 8.5      INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The
Company shall pay and shall indemnify the Trustee and the Holders against any
tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S.
Government Obligations.

          Section 8.6      REINSTATEMENT. If the Trustee or any Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Company's and any Guarantors'
obligations under this Indenture and the Securities of the defeased Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article VIII until such time as the Trustee or any Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with this Article VIII.

                                       41


                                   ARTICLE IX

                                   AMENDMENTS

          Section 9.1      WITHOUT CONSENT OF HOLDERS. The Company, the
Guarantors and the Trustee may amend this Indenture or the Securities without
the consent of any Securityholder, so long as such changes, other than those in
clause (b), do not materially and adversely affect the interests of the
Securityholder:

          (a) to cure any ambiguity, omission, defect or inconsistency;

          (b) to comply with Article V;

          (c) to secure the obligations of the Company under the Securities and
     this Indenture;

          (d) to add to the covenants of the Company or any Guarantor for the
     benefit of the Securityholders or to surrender any right or power conferred
     upon the Company or any Guarantor;

          (e) to make any change necessary for the registration of the
     Securities under the Securities Act or to comply with the TIA, or any
     amendment thereto, or to comply with any requirement of the SEC in
     connection with the qualification of this Indenture under the TIA; or

          (f) to add one or more additional Guarantors in respect of the
     Guarantees.

          Section 9.2      WITH CONSENT OF HOLDERS. With the written consent of
the Holders of at least a majority in aggregate Principal Amount of the
Securities at the time outstanding, the Company, the Guarantors and the Trustee
may amend this Indenture or the Securities. However, without the consent of each
Securityholder affected, an amendment to this Indenture or the Securities may
not:

          (a) change the record or payment dates for interest installments, or
     reduce the rate of interest referred to in paragraph 1 of the Notes, or
     extend the time for payment of interest on any Note;

          (b) change the Stated Maturity of any Note;

          (c) reduce the Principal Amount or Redemption Price of any Note;

          (d) make any Note payable in money or securities other than that
     stated in the Note;

          (e) make any change in Section 6.4, Section 6.5, Section 6.8 or this
     Section 9.2, except to increase any percentage set forth therein; or

                                       42


          (f) impair the right to institute suit for enforcement of any payment
     with respect to the Notes; or

          (g) modify the Guarantees in a manner adverse to Holders of the
     Securities.

          It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

          After an amendment under this Section 9.2 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.

          Section 9.3      COMPLIANCE WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article IX shall comply with
the TIA.

          Section 9.4      REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND
ACTIONS. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same obligation as the consenting Holder's
Security, even if notation of the consent, waiver or action is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment, waiver
or action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

          Section 9.5      NOTATION ON OR EXCHANGE OF SECURITIES. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of Directors
of the Company, to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

          Section 9.6      TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article IX if
the amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.1) shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

          Section 9.7      EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution
of any supplemental indenture under this Article IX, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                                       43



                                    ARTICLE X

                                   GUARANTEES

          Section 10.1     AGREEMENT TO GUARANTEE. The Guarantors, jointly and
severally, hereby agree as follows:

          (a) The Guarantors fully and unconditionally guarantee to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, regardless of the validity and enforceability of this
Indenture, the Notes or the obligations of the Company under this Indenture or
the Notes, that:

          (1) the interest, Principal Amount, premium, if any, Redemption Price
     and Additional Interest, if any, on the Notes will be promptly paid in full
     when due, whether at maturity, by acceleration, redemption or otherwise,
     and interest, if any, due on overdue amounts, on the Notes, to the extent
     lawful, and all other obligations of the Company to the Holders or the
     Trustee thereunder or under this Indenture will be promptly paid or
     performed in full, all in accordance with the terms thereof; and

          (2) in case of any extension of time for payment or renewal of any
     Note or any of such other obligations, that the same will be promptly paid
     in full when due in accordance with the terms of the extension or renewal,
     whether at stated maturity, by acceleration or otherwise.

          (b) Notwithstanding the foregoing, in the event that the Guarantees
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of the
Guarantors under this Indenture shall be reduced to the maximum amount
permissible under such fraudulent conveyance or similar law.

          Section 10.2     EXECUTION AND DELIVERY OF GUARANTEES. (a) To evidence
the Guarantees set forth in this Indenture, the Guarantors hereby agree that a
notation of such Guarantees shall be endorsed by an Officer of each of the
Guarantors on each Note authenticated and delivered by the Trustee after the
date hereof.

          (b) Notwithstanding the foregoing, the Guarantors hereby agree that
the Guarantees set forth herein shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Guarantees.

          (c) The delivery of any Note by the Trustee, after the authentication
thereof under this Indenture, shall constitute due delivery of the Guarantees
set forth in this Indenture on behalf of the Guarantors.

          (d) The Guarantors hereby, jointly and severally, agree that their
obligations hereunder shall be unconditional, regardless of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions of the Notes or this Indenture, the recovery of
any judgment against the Company, any action to enforce the same or any other

                                       44


circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

          (e) The Guarantors hereby waive diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that the Guarantees
made pursuant to this Indenture will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

          (f) If any Holder or the Trustee is required by any court or otherwise
to return to the Company or the Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, the
Guarantees made pursuant to this Indenture, to the extent theretofore
discharged, shall be reinstated in full force and effect.

          (g) The Guarantors agree that they shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
The Guarantors further agree that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand:

          (1) the maturity of the obligations guaranteed hereby may be
     accelerated as provided in Article VI of this Indenture for the purposes of
     the Guarantees made pursuant to this Indenture, notwithstanding any stay,
     injunction or other prohibition preventing such acceleration in respect of
     the obligations guaranteed hereby;

          (2) in the event of any declaration of acceleration of such
     obligations as provided in Article VI of this Indenture, such obligations
     (whether or not due and payable) shall forthwith become due and payable by
     the Guarantors for the purpose of the Guarantees made pursuant to this
     Indenture; and

          (3) the Guarantors shall have the right to seek contribution from any
     other non-paying Guarantor so long as the exercise of such right does not
     impair the rights of the Holders or the Trustee under the Guarantees made
     pursuant to this Indenture.

          Section 10.3     NO RECOURSE AGAINST OTHERS. No past, present or
future director, officer, employee, incorporator, stockholder or agent of the
Guarantors, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, any Guarantees, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

          Section 10.4     FUTURE GUARANTEES. The Company shall cause each
Subsidiary which becomes a guarantor under the Credit Agreement after the date
of this Indenture to promptly execute and deliver to (a) the Trustee, (i) a
Guarantee substantially in the form of the Supplemental Indenture attached as
Exhibit D hereto pursuant to which such Subsidiary shall fully and
unconditionally guarantee, on a joint and several basis, the full and prompt
payment of

                                       45


the interest, Principal Amount, premium, if any, Redemption Price and Additional
Interest, if any, with respect to the Notes and (ii) an Opinion of Counsel
stating that the supplemental indenture is a legally binding and valid
obligation of the Subsidiary, enforceable against the Subsidiary in accordance
with its terms subject to bankruptcy, insolvency, reorganization, moratorium, or
other laws relating to or affecting creditors' rights and by general principles
of equity, and (b) the Holders, so long as the Company's and the Guarantor's
obligations under the Registration Rights Agreement remain in effect, an
acknowledgement that such Subsidiary shall become a party to the Registration
Rights Agreement.

          Section 10.5     RELEASE OF GUARANTEES. Notwithstanding anything in
this Article X to the contrary, concurrently with the payment or performance in
full of (i) all amounts due and owing on all outstanding Securities and (ii) all
other obligations of the Company under this Indenture, the Guarantors shall be
released from and relieved from their obligations under this Article X. Upon the
delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that the transaction giving rise to the release
of the Guarantees was made by the Company in accordance with the provisions of
this Indenture and the Securities, the Trustee shall execute any documents
reasonably required in order to evidence the release of the Guarantors from
their obligations under the Guarantees. If any of the obligations of the Company
are revived and reinstated after the termination of the Guarantees, then all of
the obligations of the Guarantors under the Guarantees shall be revived and
reinstated as if such Guarantees had not been terminated until such time as all
the amounts due and owing on all outstanding Securities are paid in full, and
each Guarantor shall enter into an amendment to the Guarantees, reasonably
satisfactory to the Trustee, evidencing such revival and reinstatement.

                                   ARTICLE XI

                                  MISCELLANEOUS

          Section 11.1     TRUST INDENTURE ACT CONTROLS. If any provision of
this Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

          Section 11.2     NOTICES. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

          if to the Company or any Guarantor, to:

          GTECH Holdings Corporation
          55 Technology Way
          West Greenwich, Rhode Island 02817
          Attention:     General Counsel
          Facsimile No.: (401) 392-0391

                                       46


          with a copy to:

          Edwards & Angell, LLP
          2800 Financial Plaza
          Providence, Rhode Island 02903
          Attention:     Laura N. Wilkinson, Esq.
          Facsimile No.: (401) 276-6611

          if to the Trustee, to:

          The Bank of New York
          101 Barclay Street, Floor 8 West
          New York, New York 10286
          Attention:     Corporate Trust Administration
          Facsimile No.: (212) 815-5704/5707

          The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

          Any notice or communication given to a Securityholder shall be mailed
to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

          Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

          If the Company mails a notice or communication to the Securityholders,
it shall mail a copy to the Trustee and each Registrar, Paying Agent or
co-registrar.

          Section 11.3     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent and any
other applicable Person shall have the protection of TIA Section 312(c).

          Section 11.4     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (b) an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent have been complied with.

                                       47


          Section 11.5     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

          (a) a statement that each person making such Officers' Certificate or
     Opinion of Counsel has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     Officers' Certificate or Opinion of Counsel are based;

          (c) a statement that, in the opinion of each such person, he has made
     such examination or investigation as is necessary to enable such person to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (d) a statement that, in the opinion of such person, such covenant or
     condition has been complied with.

          Section 11.6     SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          Section 11.7     RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The
Trustee may make reasonable rules for action by, or a meeting of,
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

          Section 11.8     LEGAL HOLIDAYS. A "Legal Holiday" is any day other
than a Business Day. If any specified date (including a date for giving notice)
is a Legal Holiday, the action shall be taken on the next succeeding day that is
not a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no interest, if any, shall accrue for the intervening
period.

          Section 11.9     GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THIS INDENTURE AND THE SECURITIES.

          Section 11.10    NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Securityholder shall waive and release all such liability. The waiver
and release shall be part of the consideration for the issue of the Notes.

          Section 11.11    SUCCESSORS. All agreements of the Company and the
Guarantors in this Indenture and the Securities shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successor.

                                       48


          Section 11.12    MULTIPLE ORIGINALS. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

          Section 11.13    WAIVER OF JURY TRIAL. Each of the Company, the
Guarantors and the Trustee hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Indenture, the Securities or the
transactions contemplated hereby.

                                       49


          IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                GTECH HOLDINGS CORPORATION

                                By:
                                   -----------------------
                                   Name:
                                   Title:


                                GTECH CORPORATION

                                By:
                                   -----------------------
                                   Name:
                                   Title:


                                GTECH RHODE ISLAND CORPORATION

                                By:
                                   -----------------------
                                   Name:
                                   Title:


                                GTECH LATIN AMERICA CORPORATION

                                By:
                                   -----------------------
                                   Name:
                                   Title:

                                INTERLOTT TECHNOLOGIES, INC.

                                By:
                                   -----------------------
                                   Name:
                                   Title:

                                THE BANK OF NEW YORK,
                                as Trustee

                                By:
                                   -----------------------
                                   Name:
                                   Title:

                                       50


                                                                       EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE
TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT
ON THE DATE OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING RESTRICTIONS.]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                       A-1


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.8 OF
THE INDENTURE.]

                           GTECH HOLDINGS CORPORATION

                           4.750% Senior Note due 2010

                                              [CUSIP] [CINS] [ISIN] [__________]


No. ____  $_________

          GTECH HOLDINGS CORPORATION, a Delaware corporation (the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to Cede & Co, or its registered assigns, the
principal sum of ____________ ($____) on [________,____].
          Interest Payment Dates: [________] and [________], commencing
[________,____].

          Regular Record Dates:    [________] and [________].

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                       A-2


          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.


                                             GTECH HOLDINGS CORPORATION

                                             By:
                                                --------------------------
                                             Name:
                                             Title:

                                             By:
                                                --------------------------
                                             Name:
                                             Title:

                    (Trustee's Certificate of Authentication)

This is one of the [__]% Senior Notes due [____] described in the
within-mentioned Indenture.
Date: [________,____]           THE BANK OF NEW YORK,
                                             as Trustee

                                             By:
                                                --------------------------
                                             Authorized Signatory

                                       A-3


                         [FORM OF REVERSE SIDE OF NOTE]

                           GTECH HOLDINGS CORPORATION


                          [__]% Senior Note due [____]

1.  Principal and Interest.
          The Company will pay the principal of this Note on [________,____].

          The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate per annum
shown above.

          Interest, and Additional Interest, if any, will be payable
semiannually (to the holders of record of the Notes at the close of business on
the [________] or [________] immediately preceding the Interest Payment Date) on
each Interest Payment Date, commencing [________,____].

          If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated and a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
Notes is not declared effective by the Commission, on or before the date
specified in the Registration Rights Agreement dated [________,____] between the
Company, the Guarantors and the Initial Purchasers named therein, the annual
interest rate borne by the Notes shall be increased as specified in the
Registration Rights Agreement, payable in cash semiannually, in arrears, on each
Interest Payment Date, commencing on the first Interest Payment Date after a
Registration Default until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.

          Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from [________,____];
PROVIDED that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

          The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest and Additional Interest,
if any, to the extent lawful, at the interest rate borne by the Securities at
the time such interest accrues.

2.  Method of Payment.
          The Company will pay interest (except defaulted interest), and
Additional Interest, if any, on the principal amount of the Notes as provided
above on each [________] and

                                       A-4


[________], commencing [________,____] to the persons who are Holders (as
reflected in the Security Register at the close of business on the [________] or
[________] immediately preceding the Interest Payment Date), in each case, even
if the Note is cancelled on registration of transfer or registration of exchange
after such record date; PROVIDED that, with respect to the payment of principal,
the Company will make payment to the Holder that surrenders this Note to a
Paying Agent on or after [________,____] and provided further however, that
interest and Additional Interest, if any, payable on the maturity date or on a
date on which Notes are redeemed by the Company in accordance with the
provisions of Article III of the Indenture, shall be paid to the Person to whom
the principal amount of the Notes is payable on such date.

          The Company will pay principal, premium, if any, and as provided
above, interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. However, the Company may
pay principal, premium, if any, and interest by its check payable in such money.
It may mail an interest check to a Holder's registered address (as reflected in
the Security Register). If a payment date is a date other than a Business Day at
a place of payment, payment may be made at that place on the next succeeding day
that is a Business Day and no interest shall accrue for the intervening period.

3.  Paying Agent and Registrar.
          Initially, the Trustee will act as authenticating agent, Paying Agent
and Registrar. The Company may change any authenticating agent, Paying Agent or
Registrar without notice, other than notice to the Trustee; PROVIDED that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company, any Subsidiary or any Affiliate of any of them may
act as Paying Agent, Registrar or co-Registrar.

4.  Indenture.
          The Company issued the Notes under an Indenture dated as of
[________,____] (the "Indenture"), among the Company, the Guarantors and The
Bank of New York, trustee (the "Trustee"). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. The Notes are subject to all such terms,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

          The Notes are general unsecured obligations of the Company.

          The Company may issue additional Notes under the Indenture.

5.  Optional Redemption.
          No sinking fund is provided for the Notes. Subject to the terms and
conditions of the Indenture, the Notes are redeemable in whole at any time or in
part from time to time prior to maturity. The redemption price will be equal to
the greater of (1) 100% of the principal amount of the Notes to be redeemed and
(2) the sum of the present values of the principal amount of the

                                       A-5


Notes and the remaining scheduled payments of interest on such Notes to be
redeemed (exclusive of interest accrued to the date of redemption), in each case
discounted from their respective scheduled payment dates to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus [ ] basis points, plus, in each case, accrued
and unpaid interest thereon to the redemption date.

6.  Denominations; Transfer; Exchange.
          The Notes are in registered form without coupons in denominations of
$1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder
may register the transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Notes selected for redemption. Also, it need not register the
transfer or exchange of any Notes for a period of 15 days before the day of
mailing of a notice of redemption of Notes selected for redemption.

7.  Persons Deemed Owners.
          A Holder shall be treated as the owner of a Note for all purposes.

8.  Unclaimed Money.
          The Trustee and the Paying Agent shall return to the Company or any
applicable Guarantor, as the case may be, upon written request any money or
securities held by them for the payment of any amount with respect to the Notes
that remains unclaimed for two years, subject to applicable unclaimed property
law. After return to the Company or such Guarantor, Holders entitled to the
money or securities must look to the Company and the Guarantors, for payment as
general creditors unless an applicable abandoned property law designates another
person.

9.  Discharge Prior to Redemption or Maturity.
          If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, the
Company will be discharged from the Indenture and the Notes, except in certain
circumstances for certain provisions thereof, and (b) to the Stated Maturity,
the Company will be discharged from certain covenants set forth in the
Indenture.

10.  Amendment; Supplement; Waiver.
          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities so long as such changes, other
than those in clause (ii), do not materially and adversely affect the interest
of Securityholders (i) to cure any ambiguity, omission, defect or inconsistency,
(ii) to comply with Article V of the Indenture, (iii) to add to the covenants of
the Company or any Guarantor for the benefit of Securityholders, to surrender

                                       A-6


any rights or power conferred upon the Company or any Guarantor or to secure the
Company's obligations under the Securities and this Indenture, (iv) to comply
with any requirement of the SEC in connection with the qualification of the
Indenture under the TIA, or (v) to add one or more additional guarantors in
respect of the Guarantees under Section 10.4 of the Indenture.

11.  Restrictive Covenants.
          The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, incur certain
debt secured by Liens, enter into Sale and Leaseback Transactions or merge,
consolidate or transfer substantially all of its assets. Within 90 days after
the end of each fiscal year of the Company, beginning with the fiscal year
ending February 28, 2004, the Company shall deliver to the Trustee an Officers'
Certificate stating whether or not the signers thereof know of any Company or
Guarantors Default or Event of Default under such restrictive covenants.

13.  Successor Persons.
          When a successor person or other entity assumes all the obligations of
its predecessor under the Notes, the Guarantees and the Indenture, the
predecessor person will be released from those obligations.

14.  Defaults and Remedies.
          (a) Under the Indenture, Events of Default include (i) default for 30
days in payment of any interest or Additional Interest, if any, on any
Securities after receipt by the Company of a Notice of Default, (ii) defaults in
the payment of the principal amount of, or premium, if any, on Notes when the
same becomes due and payable, whether at Stated Maturity, upon redemption, upon
declaration, or otherwise, (iii) failure by the Company or any Guarantor to
comply with any of its agreements in the Notes or the Indenture (other than
those referred to in clauses (i) and (ii) above) and such failure continues for
90 days after receipt by the Company of a Notice of Default under the Indenture;
(iv) default by the Company or any Guarantor in the payment at the final
maturity thereof, after the expiration of any applicable grace period, of
principal of or interest on indebtedness for money borrowed, other than
Non-Recourse Debt, in the principal amount then outstanding of $30 million or
more, or acceleration of any indebtedness in such principal amount so that it
becomes due and payable prior to the date on which it would otherwise have
become due and payable and such acceleration is not rescinded within 10 Business
Days after notice to the Company or such Guarantor, as applicable, in accordance
with the Indenture, and the Trustee by the Holders of at least 25% in aggregate
principal amount of all of the Securities at the time outstanding; PROVIDED
that, if such event of default under such indenture or instrument shall be
remedied or cured by the Company or such Guarantor, as applicable, or waived by
the requisite holders of such Debt, then the Event of Default by reason thereof
shall be deemed likewise to have been thereupon remedied, cured or waived
without further action upon the part of either the Trustee or any of the
Securityholders, and PROVIDED FURTHER, HOWEVER, that subject to the provisions
of Sections 7.1 and 7.2 of the Indenture, the Trustee shall not be charged with
knowledge of any such event of default unless written notice thereof shall have
been given to the Trustee by the Company or such Guarantor, as applicable, by
the holder or an agent of the holder of any such Debt, by the trustee then
acting under any indenture or other instrument under which such default shall
have occurred, or by the

                                       A-7


Holders of not less than 25% in the aggregate principal amount of the Securities
at the time outstanding, (v) any Guarantee ceasing to be, or the Company or such
Guarantor asserting that such Guarantee shall not be, in full force and effect
and enforceable in accordance with its terms, except to the extent contemplated
by the Indenture or such Guarantee; and (vi) certain events of bankruptcy or
insolvency.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of amounts specified in clause
(i) or (ii) above) if it determines that withholding notice is in their
interests.

15.  Trustee Dealings with the Company or Guarantors.
          Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or any Guarantor or their respective Affiliates with the same rights it would
have if it were not Trustee.

16.  No Recourse Against Others.
          A director, officer, employee or shareholder, as such, of the Company
or any Guarantor shall not have any liability for any obligations of the Company
or such Guarantor under the Securities or the Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Securityholder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.

17.  Authentication.
          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

18.  Abbreviations.
          Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).

          The Company will furnish a copy of the Indenture to any Holder upon
written request and without charge. Requests may be made to GTECH Holdings
Corporation, 55 Technology Way, West Greenwich, Rhode Island 02817; Attention:
General Counsel.

                                       A-8


          The Guarantors (as defined in the Indenture referred to in the Notes
upon which this notation is endorsed and each hereinafter referred to as a
"Guarantor," which term includes any successor person under the Indenture) have
fully and unconditionally guaranteed on a senior unsecured basis (such
guarantees being collectively referred to herein as the "Guarantees") (i) the
due and punctual payment of the interest, Principal Amount, premium, if any,
Redemption Price, Purchase Price and Additional Interest, if any, on the Notes,
whether at maturity, by acceleration, redemption or otherwise, and interest, if
any, due on overdue amounts on the Notes, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms set forth in Article X of the
Indenture and (ii) in the case of any extension of time of payment or renewal of
any Note or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
Guarantees shall be joint and several obligations of the Guarantors.

          No stockholder, officer, director, employee or incorporator, as such,
past, present or future, of any Guarantor shall have any liability under the
Guarantees by reason of his or its status as such stockholder, officer,
director, employee or incorporator.

          The Guarantees shall not be valid or obligatory for any purpose until
the certificate of authentication on theNotes upon which the Guarantees are
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.

                                       A-9


          IN WITNESS WHEREOF, each Guarantor has caused the Guarantees to be
signed by it duly authorized officer.

                                       GTECH CORPORATION
                                       GTECH RHODE ISLAND CORPORATION
                                       GTECH LATIN AMERICA CORPORATION
                                       INTERLOTT TECHNOLOGIES, INC.

                                       By:
                                          ------------------------------
                                          Name:
                                          Title:

                                      A-10


                            [FORM OF TRANSFER NOTICE]


          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

INSERT TAXPAYER IDENTIFICATION NO.

________________________________________________________________
Please print or typewrite name and address including zip code of assignee

________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing________________________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.
                     [THE FOLLOWING PROVISION TO BE INCLUDED
                     ON ALL NOTES OTHER THAN EXCHANGE NOTES,
                      UNLEGENDED OFFSHORE GLOBAL NOTES AND
                       UNLEGENDED OFFSHORE PHYSICAL NOTES]

          In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date the Shelf Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                   [CHECK ONE]

/ /(a)  this Note is being transferred in compliance with the exemption from
        registration under the Securities Act of 1933 provided by Rule 144A
        thereunder.

                                       OR

/ /(b)  this Note is being transferred other than in accordance with (a) above
        and documents are being furnished which comply with the conditions of
        transfer set forth in this Note and the Indenture.

                                      A-11


If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.8 of the Indenture shall have
been satisfied.

Date:____________
                        NOTICE:  The signature to this assignment must
                        correspond with the name as written upon the face of the
                        within-mentioned instrument in every particular, without
                        alteration or any change whatsoever.


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
          The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:___________
                                  NOTICE: To be executed by an executive officer

                                      A-12


                                                                       EXHIBIT B

                               FORM OF CERTIFICATE

                                                                       ________,

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attention:    Corporate Trust Administration
Facsimile No.: (212) 815-5704/5707

                 Re: GTECH Holdings Corporation (the "Company")
              4.750% Senior Notes due October 15, 2010(the "Notes")
              -----------------------------------------------------

Dear Sirs:
     This letter relates to U.S. $250,000,000 principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.2 of the
Indenture dated as of October 15. 2003 (the "Indenture") relating to the Notes,
we hereby certify that we are (or we will hold such securities on behalf of) a
person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933. Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Notes, all in the manner provided for in the Indenture.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                       Very truly yours,

                                       [Name of Holder]


                                       By:
                                             --------------------

                                             Authorized Signature

                                       B-1


                                                                       EXHIBIT C

                     FORM OF CERTIFICATE TO BE DELIVERED IN
               CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

                                                                       ________,

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attention:    Corporate Trust Administration
Facsimile No.: (212) 815-5704/5707

                 Re: GTECH Holdings Corporation (the "Company")
              4.750% Senior Notes due October 15, 2010(the "Notes")
              -----------------------------------------------------

Dear Sirs:
     In connection with our proposed sale of U.S.$250,000,000 aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of 1933
and, accordingly, we represent that:

     (1) the offer of the Notes was not made to a person in the United States;

     (2) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States;

     (3) no directed selling efforts have been made by us in the United States
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
S, as applicable; and

     (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                       Very truly yours,

                                       [Name of Transferor]


     By:
        ------------------

                                             Authorized Signature

                                       C-1


                                                                       EXHIBIT D

                FORM OF SUPPLEMENTAL INDENTURE TO ADD GUARANTORS

          This Supplemental Indenture, dated as of __________ (this
"Supplemental Indenture"), among [name of future Guarantor] (the "New
Guarantor"), GTECH Holdings Corporation (together with its successors and
assigns, the "Company"), each other then existing Guarantor under the Indenture
referred to below (the "Guarantors"), and The Bank of New York, as Trustee under
the Indenture referred to below.

                              W I T N E S S E T H:

          WHEREAS, the Company, the Guarantors and the Trustee have heretofore
executed and delivered an Indenture, dated as of [         ], 2003 (as amended,
supplemented, waived or otherwise modified, the "Indenture"), providing for the
issuance of an aggregate principal amount of $[ ] million of [ ]% Senior Notes
due [         ], 20[ ] of the Company (the "Notes");

          WHEREAS, Section 10.4 of the Indenture provides that the Company is
required to cause each Subsidiary which becomes a guarantor under the Credit
Agreement after the date of the Indenture to execute and deliver to the Trustee
a Supplemental Indenture pursuant to which such Subsidiary will fully and
unconditionally guarantee, on a joint and several basis with the other
Guarantors, the full and prompt payment of the Principal Amount, premium, if
any, interest, Redemption Price and Additional Interest, if any, on the Notes on
a senior basis, and the performance of all other obligations of the Company to
the Holders and the Trustee all in accordance with the terms set forth in
Article X of the Indenture;

          WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the
Company and the Guarantors are authorized to execute and deliver this
Supplemental Indenture to amend the Indenture, without the consent of any
Holder;

          NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company, the other Guarantors and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of the Notes as
follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1   DEFINED TERMS. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term "Holders" in this Supplemental
Indenture shall refer to the term "Holders" as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this

                                       D-1


Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

                                   ARTICLE II

                        AGREEMENT TO BE BOUND; GUARANTEE

          Section 2.1 AGREEMENT TO BE BOUND. The New Guarantor hereby becomes a
party to the Indenture as a Guarantor and as such will have all of the rights
and be subject to all of the obligations and agreements of a Guarantor under the
Indenture. The New Guarantor agrees to be bound by all of the provisions of the
Indenture applicable to a Guarantor and to perform all of the obligations and
agreements of a Guarantor under the Indenture.

          Section 2.2   GUARANTEE. The New Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Guarantor, to each Holder of the
Notes and the Trustee, the full and punctual payment when due, whether at
maturity, upon redemption or repurchase, by declaration of acceleration or
otherwise, of the obligations pursuant to Article X of the Indenture on a senior
basis and subject to the terms and conditions of this Indenture.

                                   ARTICLE III

                                  MISCELLANEOUS

          Section 3.1   NOTICES. All notices and other communications to the New
Guarantor shall be given as provided in this Indenture to the New Guarantor, at
its address set forth below, with a copy to the Company as provided in this
Indenture for notices to the Company.

          Section 3.2   PARTIES. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or this Indenture or any
provision herein or therein contained.

          Section 3.3   GOVERNING LAWS. This Supplemental Indenture shall be
governed by the laws of the State of New York.

          Section 3.4   SEVERABILITY CLAUSE. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

          Section 3.5   RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART
OF INDENTURE; TRUSTEE'S DISCLAIMER. Except as expressly amended hereby, this
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of this Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
shall

                                       D-2


be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.

          Section 3.6   COUNTERPARTS. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.

          Section 3.7   HEADINGS. The headings of the Articles and the sections
in this Supplemental Indenture are for convenience of reference only and shall
not be deemed to alter or affect the meaning or interpretation of any provisions
hereof.

                                       D-3


          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.

                                        [NEW GUARANTOR],
                                        as a Guarantor

                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:


                                        THE BANK OF NEW YORK, as Trustee


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:


                                        GTECH HOLDINGS CORPORATION


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:


                                        GTECH CORPORATION


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:


                                        GTECH RHODE ISLAND CORPORATION


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:

                                        GTECH LATIN AMERICA CORPORATION


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:

                            [continued on next page]

                                       D-4


                                        INTERLOTT TECHNOLOGIES, INC.


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:

                                       D-5

EX-4.3

                                                                     Exhibit 4.3

                                                                  EXECUTION COPY


                                  $250,000,000

                           GTECH HOLDINGS CORPORATION


                    4.750% SENIOR NOTES DUE OCTOBER 15, 2010


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                 October 9, 2003


CITIGROUP GLOBAL MARKETS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
          INCORPORATED,
 As Representatives of the Several Initial Purchasers,
  c/o Citigroup Global Markets Inc.,
    388 Greenwich Street
     New York, N.Y. 10013


Ladies and Gentlemen:

          GTECH Holdings Corporation, a corporation organized under the laws of
the State of Delaware (the "Company"), proposes to issue and sell to certain
purchasers (the "Initial Purchasers") its 4.750% Senior Notes due 2010 (the
"Securities"), upon the terms set forth in a purchase agreement of even date
herewith (the "Purchase Agreement") relating to the initial placement of the
Securities (the "Initial Placement"). The obligations of the Company under the
Securities and the Indenture will be fully and unconditionally guaranteed (the
"Guarantees") on an unsecured, unsubordinated basis by GTECH Corporation, a
Delaware corporation, GTECH Rhode Island Corporation, a Rhode Island
corporation, GTECH Latin America Corporation, a Delaware corporation, and
Interlott Technologies, Inc., a Delaware corporation, as guarantors (each, a
"Guarantor" and collectively, the "Guarantors"), pursuant to the terms of the
Indenture (as defined herein). To induce the Initial Purchasers to enter into
the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company and the Guarantors agree with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows:



          1. DEFINITIONS. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

          "Additional Interest" has the meaning set forth in Section 4(a)
hereof.

          "Affiliate" of any specified person shall mean any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

          "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

          "Commission" shall mean the Securities and Exchange Commission.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Exchange Offer Registration Period" shall mean the 180-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

          "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

          "Final Offering Memorandum" shall have the meaning set forth in the
Purchase Agreement.

          "Holder" shall have the meaning set forth in the preamble hereto.

                                        2


          "Indenture" shall mean the Indenture relating to the Securities, dated
as of October 15, 2003, among the Company, the Guarantors, and The Bank of New
York, as trustee.

          "Initial Placement" shall have the meaning set forth in the preamble
hereto.

          "Initial Purchasers" shall have the meaning set forth in the preamble
hereto.

          "Issue Date" shall have the meaning set forth in Section 2(a) hereof.

          "Losses" shall have the meaning set forth in Section 7(d) hereof.

          "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

          "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

          "New Securities" shall mean debt securities of the Company identical
in all material respects to the Securities (except that the interest rate
step-up provisions and the transfer restrictions shall be eliminated) and to be
issued under the Indenture.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

          "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

          "Registration Default" shall have the meaning set forth in Section 4
hereof.

          "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

          "Registrable Securities" shall mean (i) Securities other than those
that have been (A) registered under a Registration Statement and disposed of in
accordance therewith, (B) distributed to the public pursuant to Rule 144 under
the Act or any successor rule or regulation thereto that may be adopted by the
Commission or that are eligible for sale to the public pursuant

                                        3


to Rule 144(k) under the Act or any successor rule or regulation of the
Commission, but not Rule 144A and (ii) any New Securities resale of which by the
Holder thereof requires compliance with the prospectus delivery requirements of
the Act.

          "Securities" shall have the meaning set forth in the preamble hereto.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

          "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

          "Suspension Period" shall have the meaning set forth in Section
3(b)(ii) hereof.

          "Trustee" shall mean the trustee with respect to the Securities and
the New Securities under the Indenture.

          "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

          2. REGISTERED EXCHANGE OFFER.

          (a)  The Company and the Guarantors shall prepare and, not later than
     60 days following the date of the original issuance of the Securities (the
     "Issue Date"), shall file with the Commission the Exchange Offer
     Registration Statement with respect to the Registered Exchange Offer. The
     Company shall use its best efforts to cause the Exchange Offer Registration
     Statement to become effective under the Act within 150 days of the Issue
     Date.

          (b)  Upon the effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall promptly commence the
     Registered Exchange Offer, it being the objective of such Registered
     Exchange Offer to enable each Holder electing to exchange Securities for
     New Securities (assuming that such Holder is not an Affiliate of the
     Company or the Guarantors, acquires the New Securities in the ordinary
     course of such Holder's business, has no arrangements with any person to
     participate in the distribution of the New Securities and is not prohibited
     by any law or policy of the Commission from participating in the Registered
     Exchange Offer) to trade such New Securities from and after their receipt
     without any limitations or restrictions under the Act and without material
     restrictions under the securities laws of a substantial proportion of the
     several states of the United States.

                                        4


          (c)  In connection with the Registered Exchange Offer, the Company and
the Guarantors shall:

               (i)     mail to each Holder a copy of the Prospectus forming part
     of the Exchange Offer Registration Statement, together with an appropriate
     letter of transmittal and related documents;

               (ii)    keep the Registered Exchange Offer open for not less than
     20 Business Days after the date notice thereof is mailed to the Holders
     (or, in each case, longer if required by applicable law);

               (iii)   use its best efforts to keep the Exchange Offer
     Registration Statement continuously effective, supplemented and amended as
     required by the Act to ensure that it is available for sales of New
     Securities by Exchanging Dealers during the Exchange Offer Registration
     Period;

               (iv)    utilize the services of a depositary for the Registered
     Exchange Offer with an address in the Borough of Manhattan in New York
     City, which may be the Trustee or an Affiliate of the Trustee;

               (v)     permit Holders to withdraw tendered Securities at any
     time prior to the close of business, New York time, on the last Business
     Day on which the Registered Exchange Offer is open;

               (vi)    prior to effectiveness of the Exchange Offer Registration
     Statement, provide a supplemental letter to the Commission (A) stating that
     the Company and the Guarantors are conducting the Registered Exchange Offer
     in reliance on the position of the Commission in EXXON CAPITAL HOLDINGS
     CORPORATION (pub. avail. May 13, 1988) and MORGAN STANLEY AND CO., INC.
     (pub. avail. June 5, 1991); and (B) including a representation that the
     Company and the Guarantors have not entered into any arrangement or
     understanding with any person to distribute the New Securities to be
     received in the Registered Exchange Offer and that, to the best of the
     Company's and the Guarantor's information and belief, each Holder
     participating in the Registered Exchange Offer is acquiring the New
     Securities in the ordinary course of business and has no arrangement or
     understanding with any person to participate in the distribution of the New
     Securities; and

               (vii)   comply in all material respects with all applicable laws.

          (d)  As soon as practicable after the close of the Registered Exchange
     Offer, the Company and the Guarantors shall:

               (i)     accept for exchange all Securities tendered and not
     validly withdrawn pursuant to the Registered Exchange Offer;

               (ii)    deliver to the Trustee for cancellation in accordance
     with Section 5(s) all Securities so accepted for exchange; and

                                        5


               (iii)   cause the Trustee promptly to authenticate and deliver to
     each Holder of Securities a principal amount of New Securities equal to the
     principal amount of the Securities of such Holder so accepted for exchange.

          (e)  Each Holder hereby acknowledges and agrees that any Broker-Dealer
     and any such Holder using the Registered Exchange Offer to participate in a
     distribution of the New Securities (x) could not under Commission policy as
     in effect on the date of this Agreement rely on the position of the
     Commission in MORGAN STANLEY AND CO., INC. (pub. avail. June 5, 1991) and
     EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993 and similar no-action letters; and (y) must comply with the
     registration and prospectus delivery requirements of the Act in connection
     with any secondary resale transaction, which must be covered by an
     effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K
     under the Act if the resales are of New Securities obtained by such Holder
     in exchange for Securities acquired by such Holder directly from the
     Company or one of its Affiliates. Accordingly, each Holder participating in
     the Registered Exchange Offer shall be required to represent to the Company
     and the Guarantors that, at the time of the consummation of the Registered
     Exchange Offer:

               (i)     any New Securities received by such Holder will be
     acquired in the ordinary course of business;

               (ii)    such Holder will have no arrangement or understanding
     with any person to participate in the distribution of the Securities or the
     New Securities within the meaning of the Act; and

               (iii)   such Holder is not an Affiliate of the Company or the
     Guarantors.

          3. SHELF REGISTRATION.

          (a)  If (i) due to any change in law or applicable interpretations
     thereof by the Commission's staff, the Company and the Guarantors determine
     upon the advice of the Company's outside counsel that they are not
     permitted to effect the Registered Exchange Offer as contemplated by
     Section 2 hereof; (ii) for any other reason the Registered Exchange Offer
     is not consummated within 180 days of the Issue Date; or (iii) any Initial
     Purchaser so requests with respect to Securities that are not eligible to
     be exchanged for New Securities in the Registered Exchange Offer and that
     are held by it following consummation of the Registered Exchange Offer, the
     Company and the Guarantors shall effect a Shelf Registration Statement in
     accordance with subsection (b) below.

          (b)  (i) The Company and the Guarantors shall as promptly as
     practicable (but in no event more than 45 days after so required or
     requested pursuant to this Section 3) file with the Commission and
     thereafter shall use its best efforts to cause to be declared effective
     under the Act no later than 90 days after so required or requested a Shelf
     Registration Statement relating to the offer and sale of the Securities by
     the Holders thereof from time to time in accordance with the methods of
     distribution elected by such

                                        6


     Holders and set forth in such Shelf Registration Statement; PROVIDED,
     HOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled
     to have the Securities held by it covered by such Shelf Registration
     Statement unless such Holder agrees in writing to be bound by all of the
     provisions of this Agreement applicable to such Holder.

               (ii)    The Company and the Guarantors shall use their best
     efforts to keep the Shelf Registration Statement continuously effective,
     supplemented and amended as required by the Act, in order to permit the
     Prospectus forming part thereof to be usable by Holders for a period of two
     years from the date of issuance of the Securities (plus the number of days
     in any Suspension Period) or such shorter period that will terminate when
     all the Securities or New Securities, as applicable, covered by the Shelf
     Registration Statement have been sold pursuant to the Shelf Registration
     Statement (in any such case, such period being called the "Shelf
     Registration Period"); PROVIDED, HOWEVER, that the Company and the
     Guarantors shall not be obligated to keep the Shelf Registration Statement
     effective or to permit the use of any Prospectus forming a part of the
     Shelf Registration Statement if (A) the Company and the Guarantors
     determine, in their reasonable judgment, upon advice of counsel that the
     continued effectiveness and use of the Shelf Registration Statement would
     (x) require the disclosure of material information which the Company or the
     Guarantors have a BONA FIDE business reason for preserving as confidential
     or (y) interfere with any financing, acquisition, corporate reorganization
     or other material transaction involving the Company or the Guarantors or
     any of their subsidiaries; and PROVIDED, FURTHER, that the failure to keep
     the Shelf Registration Statement effective and usable for offers and sales
     of Registrable Securities for such reasons shall last no longer than an
     aggregate of 45 calendar days in any three-month period or no more than an
     aggregate of 90 calendar days during any twelve-month period (whereafter a
     Registration Default, as hereinafter defined, shall occur) and (B) the
     Company and the Guarantors promptly thereafter comply with the requirements
     of Section 5(k) hereof. Any such period during which the Company and the
     Guarantors are excused from keeping the Shelf Registration Statement
     effective and usable for offers and sales of Registrable Securities is
     referred to herein as a "Suspension Period." A Suspension Period shall
     commence on and include the date that the Company or the Guarantors give
     notice to the Holders that the Shelf Registration Statement is no longer
     effective or the Prospectus included therein is no longer usable for offers
     and sales of Registrable Securities as a result of the application of the
     proviso in clause (A) above (without notice of the nature or details of
     such events) and shall end on the earlier to occur of the date on which
     each seller of Registrable Securities covered by the Shelf Registration
     Statement receives copies of any supplemented or amended Prospectus or is
     advised in writing by the Company and the Guarantors that use of the
     Prospectus may be resumed. The Company and the Guarantors shall be deemed
     not to have used their best efforts to keep the Shelf Registration
     Statement effective during the requisite period if they voluntarily take
     any action that would result in Holders of Securities covered thereby not
     being able to offer and sell such Securities during that period, unless
     such action is permitted pursuant to this subsection or required by
     applicable law.

               (iii)   The Company and the Guarantors shall cause the Shelf
     Registration Statement and the related Prospectus and any amendment or
     supplement thereto, as of the effective date of the Shelf Registration
     Statement or such amendment or

                                        7


     supplement, (A) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission; and (B) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein (in the case of the Prospectus, in
     the light of the circumstances under which they were made) not misleading.

          4. ADDITIONAL INTEREST. (a) In the event of the occurrence of any of
the following (each a "Registration Default"), the interest rate on the
Securities will be increased (the "Additional Interest") as described below:

               (i)     the Exchange Offer Registration Statement has not been
     filed with the Commission on or prior to the 60th day after the Issue Date;

               (ii)    the Exchange Offer Registration Statement is not declared
     effective by the Commission on or prior to the 150th day after the Issue
     Date;

               (iii)   the Registered Exchange Offer has not been consummated on
     or prior to the 180th day after the Issue Date;

               (iv)    any required Shelf Registration Statement with respect to
     the Securities has not been filed or declared effective by the Commission
     on or prior to the date by which best efforts are to be used to cause such
     filing or effectiveness; or

               (v)     any required Exchange Offer Registration Statement or
     Shelf Registration Statement is filed with, and declared effective by, the
     Commission, but ceases to be effective at any time at which it is required
     to be effective under this agreement, then

commencing on the day of the occurrence of a Registration Default, Additional
Interest (in addition to stated interest on the Securities) shall accrue on the
Securities at the rate of 0.25% per annum for the first 90 days immediately
following the occurrence of such Registration Default and such Additional
Interest rate shall increase by an additional 0.25% per annum at the end of such
90-day period, but in no event shall such rate exceed 0.50% per annum. Upon (1)
the filing of the Exchange Offer Registration Statement (in the case of a
Registration Default set forth in clause (i) above), (2) the effectiveness of
the Exchange Offer Registration Statement (in the case of a Registration Default
set forth in clause (ii) above), (3) the consummation of the Registered Exchange
Offer (in the case of a Registration Default set forth in clause (iii) above),
(4) the filing or effectiveness of the Shelf Registration Statement (in the case
of a Registration Default set forth in clause (iv) above, and (5) the
effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement (in the case of a Registration Default set forth in
clause (v) above), Additional Interest on the Securities as a result of a
Registration Default shall cease to accrue. If, after any such Additional
Interest ceases to accrue, a subsequent Registration Default occurs, Additional
Interest will again accrue as described herein.

          (b)  The Company or the Guarantors shall notify the Trustee within two
     Business Days of the occurrence of any Registration Default. Any amounts of
     Additional

                                        8


     Interest due as a result of a Registration Default will be payable in cash
     semiannually in arrears on April 15 and October 15 of each year in
     accordance with the terms set forth in the Indenture with respect to
     payments of interest, commencing with the first such date occurring after
     any Additional Interest begins to accrue. The Company or the Guarantors
     shall notify the Trustee within two Business Days of the cessation of any
     requirement to pay Additional Interest hereunder.

          5. ADDITIONAL REGISTRATION PROCEDURES.  In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

          (a)  The Company and the Guarantors shall:

               (i)     furnish to you, not less than five Business Days prior to
     the filing thereof with the Commission, a copy of any Exchange Offer
     Registration Statement and any Shelf Registration Statement, and each
     amendment thereof and each amendment or supplement, if any, to the
     Prospectus included therein (including all documents incorporated by
     reference therein after the initial filing) and shall not file any such
     Registration Statement or amendment or supplement to which you shall
     reasonably object;

               (ii)    include the information set forth in Annex A hereto on
     the facing page of the Exchange Offer Registration Statement, in Annex B
     hereto in the forepart of the Exchange Offer Registration Statement in a
     section setting forth details of the Exchange Offer, in Annex C hereto in
     the underwriting or plan of distribution section of the Prospectus
     contained in the Exchange Offer Registration Statement, and in Annex D
     hereto in the letter of transmittal delivered pursuant to the Registered
     Exchange Offer;

               (iii)   if requested by an Initial Purchaser, include the
     information required by Item 507 or 508 of Regulation S-K, as applicable,
     in the Prospectus contained in the Exchange Offer Registration Statement;
     and

               (iv)    in the case of a Shelf Registration Statement, include
     the names of the Holders that propose to sell Securities pursuant to the
     Shelf Registration Statement as selling security holders.

          (b)  The Company and the Guarantors shall ensure that:

               (i)     any Registration Statement and any amendment thereto and
     any Prospectus forming part thereof and any amendment or supplement thereto
     complies in all material respects with the Act and the rules and
     regulations thereunder; and

               (ii)    any Registration Statement and any amendment thereto does
     not, when it becomes effective, contain an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading.

                                        9


          (c)  The Company and the Guarantors shall advise you, the Holders of
     Securities covered by any Shelf Registration Statement and any Exchanging
     Dealer under any Exchange Offer Registration Statement that has provided in
     writing to the Company or the Guarantors a telephone or facsimile number
     and address for notices, and, if requested by you or any such Holder or
     Exchanging Dealer, shall confirm such advice in writing (which notice
     pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
     to suspend the use of the Prospectus until the Company or the Guarantors
     shall have remedied the basis for such suspension):

               (i)     when a Registration Statement and any amendment thereto
     has been filed with the Commission and when the Registration Statement or
     any post-effective amendment thereto has become effective;

               (ii)    of any request by the Commission for any amendment or
     supplement to the Registration Statement or the Prospectus or for
     additional information;

               (iii)   of the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration Statement or the
     initiation of any proceedings for that purpose;

               (iv)    of the receipt by the Company of any notification with
     respect to the suspension of the qualification of the securities included
     therein for sale in any jurisdiction or the initiation of any proceeding
     for such purpose; and

               (v)     of the happening of any event that requires any change in
     the Registration Statement or the Prospectus so that, as of such date, the
     statements therein are not misleading and do not omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein (in the case of the Prospectus, in the light of the circumstances
     under which they were made) not misleading.

          (d)  The Company and the Guarantors shall use their best efforts to
     obtain the withdrawal of any order suspending the effectiveness of any
     Registration Statement or the qualification of the securities therein for
     sale in any jurisdiction at the earliest possible time.

          (e)  The Company and the Guarantors shall furnish to each Holder of
     Securities covered by any Shelf Registration Statement, without charge, at
     least one copy of such Shelf Registration Statement and any post-effective
     amendment thereto, including all material incorporated therein by
     reference, and, if the Holder so requests in writing, all exhibits thereto
     (including exhibits incorporated by reference therein).

          (f)  The Company and the Guarantors shall, during the Shelf
     Registration Period, deliver to each Holder of Securities covered by any
     Shelf Registration Statement, without charge, as many copies of the
     Prospectus (including each preliminary Prospectus) included in such Shelf
     Registration Statement and any amendment or supplement thereto as such
     Holder may reasonably request. The Company and the Guarantors consent to
     the use of the Prospectus or any amendment or supplement thereto by each of
     the selling Holders of securities in connection with the offering and sale
     of the securities covered by

                                       10


     the Prospectus, or any amendment or supplement thereto, included in the
     Shelf Registration Statement.

          (g)  The Company and the Guarantors shall furnish to each Exchanging
     Dealer which so requests, without charge, at least one copy of the Exchange
     Offer Registration Statement and any post-effective amendment thereto,
     including all material incorporated by reference therein, and, if the
     Exchanging Dealer so requests in writing, all exhibits thereto (including
     exhibits incorporated by reference therein).

          (h)  The Company or the Guarantors shall promptly deliver to each
     Initial Purchaser, each Exchanging Dealer and each other person required to
     deliver a Prospectus during the Exchange Offer Registration Period, without
     charge, as many copies of the Prospectus included in such Exchange Offer
     Registration Statement and any amendment or supplement thereto as any such
     person may reasonably request. The Company and the Guarantors consent to
     the use of the Prospectus or any amendment or supplement thereto during the
     Exchange Offer Registration Period by any Initial Purchaser, any Exchanging
     Dealer and any such other person that may be required to deliver a
     Prospectus following the Registered Exchange Offer in connection with the
     offering and sale of the New Securities covered by the Prospectus, or any
     amendment or supplement thereto, included in the Exchange Offer
     Registration Statement, except under the circumstances provided in
     subsections(c)(ii) through (v) above.

          (i)  Prior to the Registered Exchange Offer or any other offering of
     Securities pursuant to any Registration Statement, the Company and the
     Guarantors shall arrange, if necessary, for the qualification of the
     Securities or the New Securities for sale under the laws of such
     jurisdictions as any Holder shall reasonably request and will maintain such
     qualification in effect so long as required; PROVIDED that in no event
     shall the Company or the Guarantors be obligated to qualify to do business
     in any jurisdiction where it is not then so qualified or to take any action
     that would subject it to service of process in suits, other than those
     arising out of the Initial Placement, the Registered Exchange Offer or any
     offering pursuant to a Shelf Registration Statement, in any such
     jurisdiction where it is not then so subject.

          (j)  The Company and the Guarantors shall cooperate with the Holders
     of Securities to facilitate the timely preparation and delivery of
     certificates representing New Securities or Securities to be issued or sold
     pursuant to any Registration Statement free of any restrictive legends and
     in such denominations and registered in such names as Holders may request.

          (k)  Upon the occurrence of any event contemplated by subsections
     (c)(ii) through (v) above, the Company and the Guarantors shall promptly
     prepare a post-effective amendment to the applicable Registration Statement
     or an amendment or supplement to the related Prospectus or file any other
     required document so that, as thereafter delivered to Initial Purchasers of
     the securities included therein, the Prospectus will not include an untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading. In such circumstances, the period of
     effectiveness of the

                                       11


     Exchange Offer Registration Statement provided for in Section 2 and the
     Shelf Registration Statement provided for in Section 3(b) shall each be
     extended by the number of days from and including the date of the giving of
     a notice of suspension pursuant to Section 5(c) to and including the date
     when the Initial Purchasers, the Holders of the Securities and any known
     Exchanging Dealer shall have received such amended or supplemented
     Prospectus pursuant to this Section.

          (l)  Not later than the effective date of any Registration Statement,
     the Company and the Guarantors shall provide a CUSIP number for the
     Securities or the New Securities, as the case may be, registered under such
     Registration Statement and provide the Trustee with printed certificates
     for such Securities or New Securities, in a form eligible for deposit with
     The Depository Trust Company.

          (m)  The Company and the Guarantors shall comply with all applicable
     rules and regulations of the Commission and shall make generally available
     to its security holders as soon as practicable after the effective date of
     the applicable Registration Statement an earnings statement satisfying the
     provisions of Section 11(a) of the Act.

          (n)  The Company and the Guarantors shall cause the Indenture to be
     qualified under the Trust Indenture Act in a timely manner.

          (o)  The Company and the Guarantors may require each Holder of
     securities to be sold pursuant to any Shelf Registration Statement to
     furnish to the Company such information regarding the Holder and the
     distribution of such securities as the Company or the Guarantors may from
     time to time reasonably require for inclusion in such Registration
     Statement. The Company and the Guarantors may exclude from such Shelf
     Registration Statement the Securities of any Holder that fails to furnish
     such information within a reasonable time after receiving such request.

          (p)  In the case of any Shelf Registration Statement, the Company and
     the Guarantors shall enter into such agreements (including, if requested,
     an underwriting agreement in customary form) and take all other appropriate
     actions in order to expedite or facilitate the registration or the
     disposition of the Securities, and in connection therewith, if an
     underwriting agreement is entered into, cause the same to contain
     indemnification provisions and procedures no less favorable than those set
     forth in Section 7 hereof.

          (q)  In the case of any Shelf Registration Statement, the Company and
the Guarantors shall:

               (i)     make reasonably available for inspection by the Holders
     of Securities to be registered thereunder, any underwriter participating in
     any disposition pursuant to such Registration Statement, and any attorney,
     accountant or other agent retained by the Holders or any such underwriter
     all relevant financial and other records, pertinent corporate documents and
     properties of the Company and the Guarantors and its subsidiaries;

                                       12


               (ii)    cause the Company's and the Guarantor's officers,
     directors and employees to supply all relevant information reasonably
     requested by the Holders or any such underwriter, attorney, accountant or
     agent in connection with any such Registration Statement as is customary
     for similar due diligence examinations; PROVIDED, HOWEVER, that any
     information that is designated in writing by the Company or the Guarantors,
     in good faith, as confidential at the time of delivery of such information
     shall be kept confidential by the Holders or any such underwriter,
     attorney, accountant or agent, unless such disclosure is made in connection
     with a court proceeding or required by law, or such information becomes
     available to the public generally or through a third party without an
     accompanying obligation of confidentiality;

               (iii)   make such representations and warranties to the Holders
     of Securities registered thereunder and the underwriters, if any, in form,
     substance and scope as are customarily made by issuers to underwriters in
     primary underwritten offerings and covering matters including, but not
     limited to, those set forth in the Purchase Agreement;

               (iv)    obtain opinions of counsel to the Company and the
     Guarantors and updates thereof (which counsel and opinions (in form, scope
     and substance) shall be reasonably satisfactory to the Managing
     Underwriters, if any) addressed to each selling Holder and the
     underwriters, if any, covering such matters as are customarily covered in
     opinions requested in underwritten offerings and such other matters as may
     be reasonably requested by such Holders and underwriters;

               (v)     obtain "cold comfort" letters and updates thereof from
     the independent certified public accountants of the Company and the
     Guarantors (and, if necessary, any other independent certified public
     accountants of any subsidiary of the Company or the Guarantors or of any
     business acquired by the Company or the Guarantors for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to each selling Holder of Securities
     registered thereunder and the underwriters, if any, in customary form and
     covering matters of the type customarily covered in "cold comfort" letters
     in connection with primary underwritten offerings; and

               (vi)    deliver such documents and certificates as may be
     reasonably requested by the Majority Holders and the Managing Underwriters,
     if any, including those to evidence compliance with Section 5(k) and with
     any customary conditions contained in the underwriting agreement or other
     agreement entered into by the Company and the Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this subsection
5(q) shall be performed at (A) the effectiveness of such Registration Statement
and each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

          (r)  In the case of any Exchange Offer Registration Statement, the
     Company and the Guarantors shall, to the extent requested by any Initial
     Purchaser, or by a broker-

                                       13


     dealer that holds Securities that were acquired as a result of
     market-making or other trading activities:

               (i)     make reasonably available for inspection by such
     requesting party, and any attorney, accountant or other agent retained by
     such Initial Purchaser, all relevant financial and other records, pertinent
     corporate documents and properties of the Company and the Guarantors and
     their subsidiaries;

               (ii)    cause the Company's and the Guarantor's officers,
     directors, employees, accountants and auditors to supply all relevant
     information reasonably requested by such Initial Purchaser or any such
     attorney, accountant or agent in connection with any such Registration
     Statement as is customary for similar due diligence examinations; PROVIDED,
     HOWEVER, that any information that is designated in writing by the Company
     or the Guarantors, in good faith, as confidential at the time of delivery
     of such information shall be kept confidential by such Initial Purchaser or
     any such attorney, accountant or agent, unless such disclosure is made in
     connection with a court proceeding or required by law, or such information
     becomes available to the public generally or through a third party without
     an accompanying obligation of confidentiality;

               (iii)   make such representations and warranties to such
     requesting party, in form, substance and scope as are customarily made by
     issuers to underwriters in primary underwritten offerings and covering
     matters including, but not limited to, those set forth in the Purchase
     Agreement;

               (iv)    obtain opinions of counsel to the Company and the
     Guarantors and updates thereof (which counsel and opinions (in form, scope
     and substance) shall be reasonably satisfactory to such requesting party
     and its counsel, addressed to such requesting party, covering such matters
     as are customarily covered in opinions requested in underwritten offerings
     and such other matters as may be reasonably requested by such requesting
     party or its counsel;

               (v)     obtain "cold comfort" letters and updates thereof from
     the independent certified public accountants of the Company and the
     Guarantors (and, if necessary, any other independent certified public
     accountants of any subsidiary of the Company or the Guarantors or of any
     business acquired by the Company or the Guarantors for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to such requesting party, in customary
     form and covering matters of the type customarily covered in "cold comfort"
     letters in connection with primary underwritten offerings, or if requested
     by such Initial Purchaser or its counsel in lieu of a "cold comfort"
     letter, an agreed-upon procedures letter under Statement on Auditing
     Standards No. 35, covering matters reasonably requested by such Initial
     Purchaser or its counsel; and

               (vi)    deliver such documents and certificates as may be
     reasonably requested by such Initial Purchaser or its counsel, including
     those to evidence compliance with Section 5(k) and with conditions
     customarily contained in underwriting agreements.

                                       14


The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
subsection 5(r) shall be performed at the close of the Registered Exchange Offer
and the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

          (s)  If a Registered Exchange Offer is to be consummated, upon
     delivery of the Securities by Holders to the Company (or to such other
     person as directed by the Company) in exchange for the New Securities, the
     Company shall mark, or caused to be marked, on the Securities so exchanged
     that such Securities are being canceled in exchange for the New Securities.
     In no event shall the Securities be marked as paid or otherwise satisfied.

          (t)  The Company and the Guarantors will use their best efforts (i) if
     the Securities have been rated prior to the initial sale of such
     Securities, to confirm such ratings will apply to the Securities or the New
     Securities, as the case may be, covered by a Registration Statement; or
     (ii) if the Securities were not previously rated, to cause the Securities
     covered by a Registration Statement to be rated by at least one nationally
     recognized statistical rating agency, if so requested by the Majority
     Holders with respect to the related Registration Statement or by any
     Managing Underwriters.

          (u)  In the event that any Broker-Dealer shall underwrite any
     Securities or participate as a member of an underwriting syndicate or
     selling group or "assist in the distribution" (within the meaning of the
     Rules of Fair Practice and the By-Laws of the National Association of
     Securities Dealers, Inc.) thereof, whether as a Holder of such Securities
     or as an underwriter, a placement or sales agent or a broker or dealer in
     respect thereof, or otherwise, assist such Broker-Dealer in complying with
     the requirements of such Rules and By-Laws, including, without limitation,
     by:

               (i)     if such Rules or By-Laws shall so require, engaging a
     "qualified independent underwriter" (as defined in such Rules) to
     participate in the preparation of the Registration Statement, to exercise
     usual standards of due diligence with respect thereto and, if any portion
     of the offering contemplated by such Registration Statement is an
     underwritten offering or is made through a placement or sales agent, to
     recommend the yield of such Securities;

               (ii)    indemnifying any such qualified independent underwriter
     to the extent of the indemnification of underwriters provided in Section 7
     hereof; and

               (iii)   providing such information to such Broker-Dealer as may
     be required in order for such Broker-Dealer to comply with the requirements
     of such Rules.

          (v)  The Company and the Guarantors shall take all other steps
reasonably necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

          6. REGISTRATION EXPENSES. The Company and the Guarantors shall bear
all expenses incurred in connection with the performance of their respective
obligations under Sections 2, 3 and 5 hereof and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel (which shall

                                       15


initially be Shearman & Sterling LLP but which may be another nationally
recognized law firm experienced in securities matters designated by the Majority
Holders) to act as counsel for the Holders in connection therewith. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Securities pursuant to the
Shelf Registration Statement.

          7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and the
Guarantors, jointly and severally, agree to indemnify and hold harmless each
Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement (including each Initial Purchaser and, with respect to
any Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging
Dealer), the directors, officers, employees and agents of each such Holder and
each person who controls any such Holder within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company and the Guarantors will not be liable in any case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company or the Guarantors by or on behalf of any such Holder
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company or the Guarantors may otherwise have.

          The Company and the Guarantors also agree to indemnify or contribute
as provided in Section 7(d) to Losses of each underwriter, if any, of Securities
or New Securities, as the case may be, registered under a Shelf Registration
Statement, their directors, officers, employees or agents and each person who
controls such underwriter on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 7(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 5(p)
hereof.

          (b)  Each Holder of Securities or New Securities covered by a
     Registration Statement (including each Initial Purchaser and, with respect
     to any Prospectus delivery as contemplated in Section 5(h) hereof, each
     Exchanging Dealer) severally agrees to indemnify and hold harmless the
     Company, the Guarantors, each of their directors and each of their officers
     who signs such Registration Statement and each person who controls the
     Company or the Guarantors within the meaning of either the Act or the
     Exchange Act, to the same extent as the foregoing indemnity from the
     Company and the Guarantors to each such Holder, but only with reference to
     written information relating to such Holder furnished to the Company or the
     Guarantors and the by or on behalf of such

                                       16


     Holder specifically for inclusion in the documents referred to in the
     foregoing indemnity. This indemnity agreement will be in addition to any
     liability which any such Holder may otherwise have.

          (c)  Promptly after receipt by an indemnified party under this Section
     7 or notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the indemnifying party
     (i) will not relieve it from liability under paragraph (a) or (b) above
     unless and to the extent it did not otherwise learn of such action and such
     failure results in the forfeiture by the indemnifying party of substantial
     rights and defenses; and (ii) will not, in any event, relieve the
     indemnifying party from any obligations to any indemnified party other than
     the indemnification obligation provided in paragraph (a) or (b) above. The
     indemnifying party shall be entitled to appoint counsel of the indemnifying
     party's choice at the indemnifying party's expense to represent the
     indemnified party in any action for which indemnification is sought (in
     which case the indemnifying party shall not thereafter be responsible for
     the fees and expenses of any separate counsel retained by the indemnified
     party or parties except as set forth below); PROVIDED, HOWEVER, that such
     counsel shall be reasonably satisfactory to the indemnified party.
     Notwithstanding the indemnifying party's election to appoint counsel to
     represent the indemnified party in an action, the indemnified party shall
     have the right to employ separate counsel (including local counsel), and
     the indemnifying party shall bear the reasonable fees, costs and expenses
     of such separate counsel if (i) the use of counsel chosen by the
     indemnifying party to represent the indemnified party would present such
     counsel with a conflict of interest; (ii) the actual or potential
     defendants in, or targets of, any such action include both the indemnified
     party and the indemnifying party and the indemnified party shall have
     reasonably concluded that there may be legal defenses available to it
     and/or other indemnified parties which are different from or additional to
     those available to the indemnifying party; (iii) the indemnifying party
     shall not have employed counsel satisfactory to the indemnified party to
     represent the indemnified party within a reasonable time after notice of
     the institution of such action; or (iv) the indemnifying party shall
     authorize the indemnified party to employ separate counsel at the expense
     of the indemnifying party. It is understood, however, that the Company or
     the Guarantors shall not, in connection with any one such suit or
     proceeding or separate but substantially similar or related actions or
     proceedings in the same jurisdiction arising out of the same general
     allegations or circumstances, be liable for the reasonable fees and
     expenses of more than one separate firm of attorneys at any time for all
     such indemnified parties, which shall be designated in writing by the
     Initial Purchasers. An indemnifying party will not, without the prior
     written consent of the indemnified parties, settle or compromise or consent
     to the entry of any judgment with respect to any pending or threatened
     claim, action, suit or proceeding in respect of which indemnification or
     contribution may be sought hereunder (whether or not the indemnified
     parties are actual or potential parties to such claim or action) unless
     such settlement, compromise or consent (i) includes an unconditional
     release of each indemnified party from all liability arising out of such
     claim, action, suit or proceeding and (ii) does not include a statement as
     to or an admission of fault, culpability or failure to act by or on behalf
     of any indemnified party. The indemnifying party shall not be liable for
     any settlement of any

                                       17


     proceeding effected without its written consent, but if settled with such
     consent the indemnifying party agrees to indemnify the indemnified party
     from and against any loss or liability by reason of such settlement.

          (d)  In the event that the indemnity provided in paragraph (a) or (b)
of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
PROVIDED, HOWEVER, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, nor shall any underwriter be responsible
for any amount in excess of the underwriting discount or commission applicable
to the securities purchased by such underwriter under the Registration Statement
which resulted in such Losses. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company and the Guarantors shall be deemed to be equal to the total net
proceeds from the Initial Placement received by the Company (before deducting
expenses). Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions received by the Initial
Purchasers in connection with the Initial Placement, and benefits received by
any other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Act. Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
and the Guarantors within the meaning of either the Act or the Exchange Act,
each officer of the Company and the Guarantors who shall have signed

                                       18


the Registration Statement and each director of the Company and the Guarantors
shall have the same rights to contribution as the Company or the Guarantors,
subject in each case to the applicable terms and conditions of this paragraph
(d).

          (e)  The provisions of this Section 7 will remain in full force and
     effect, regardless of any termination or cancellation of this agreement or
     any investigation made by or on behalf of any Holder or the Company or the
     Guarantors or any of the officers, directors or controlling persons
     referred to in this Section hereof, and will survive the sale by a Holder
     of securities covered by a Registration Statement.

          8. UNDERWRITTEN REGISTRATIONS. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders; PROVIDED, that such Managing Underwriters
shall be reasonably satisfactory to the Company.

          (b)  No person may participate in any underwritten offering pursuant
     to any Shelf Registration Statement, unless such person (i) agrees to sell
     such person's Securities or New Securities, as the case may be, on the
     basis reasonably provided in any underwriting arrangements approved by the
     persons entitled hereunder to approve such arrangements; and (ii) completes
     and executes all questionnaires, powers of attorney, indemnities,
     underwriting agreements and other documents reasonably required under the
     terms of such underwriting arrangements.

          9. NO INCONSISTENT AGREEMENTS. The Company and the Guarantors have
not, as of the date hereof, entered into, nor shall they, on or after the date
hereof, enter into, any agreement with respect to their respective securities
that is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.

          10. AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company and
the Guarantors have obtained the written consent of the Holders of a majority of
the aggregate principal amount of the Registrable Securities outstanding;
PROVIDED that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company and the Guarantors
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective;
PROVIDED, FURTHER, that no amendment, qualification, supplement, waiver or
consent with respect to Section 4 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such Holder;
and PROVIDED, FURTHER, that the provisions of this Section 10 may not be
amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company and
the Guarantors have obtained the written consent of the Initial Purchasers and
each Holder. Notwithstanding the foregoing (except the foregoing provisos), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or New
Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of

                                       19


Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.

          11. NOTICES.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

          (a)  if to a Holder, at the most current address given by such holder
     to the Company in accordance with the provisions of this Section, which
     address initially is, with respect to each Holder, the address of such
     Holder maintained by the Registrar (as defined in the Indenture) under the
     Indenture, with a copy in like manner to Citigroup Global Markets Inc.;

          (b)  if to you, initially at the respective addresses set forth in the
     Purchase Agreement; and

          (c)  if to the Company or the Guarantors, initially at its respective
     address set forth in the Purchase Agreement.

          All such notices and communications shall be deemed to have been duly
given when received.

          The Initial Purchasers or the Company or the Guarantors by notice to
the other parties may designate additional or different addresses for subsequent
notices or communications.

          12. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company or the
Guarantors thereto, subsequent Holders of Securities and the New Securities. The
Company and the Guarantors hereby agree to extend the benefits of this Agreement
to any Holder of Securities and the New Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

          13. SPECIFIC PERFORMANCE. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company and the Guarantors
acknowledge that any failure by the Company or the Guarantors to comply with its
obligations under Sections 2 and 3 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce
either the Company or Guarantors' obligations under Sections 2 and 3 hereof.

          14. COUNTERPARTS. This agreement may be in signed counterparts, each
of which shall an original and all of which together shall constitute one and
the same agreement.

          15. HEADINGS.  The headings used herein are for convenience only and
shall not affect the construction hereof.

                                       20


          16. APPLICABLE LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

          17. SEVERABILITY. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

          18. SECURITIES HELD BY THE COMPANY, ETC. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or the Guarantors or their Affiliates (other
than subsequent Holders of Securities or New Securities if such subsequent
Holders are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


                            [SIGNATURE PAGES FOLLOW]

                                       21


          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Guarantors and the several Initial Purchasers.

                                        Very truly yours,

                                        GTECH HOLDINGS CORPORATION


                                        By:
                                           ------------------------
                                           Name:
                                           Title:

                                        GTECH CORPORATION


                                        By
                                          ------------------------
                                          Name:
                                          Title:

                                        GTECH RHODE ISLAND CORPORATION


                                        By
                                          ------------------------
                                          Name:
                                          Title:

                                        GTECH LATIN AMERICA CORPORATION


                                        By
                                          ------------------------
                                          Name:
                                          Title:


                                        INTERLOTT TECHNOLOGIES, INC.


                                        By
                                          ------------------------
                                          Name:
                                          Title:



The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date first above written.

CITIGROUP GLOBAL MARKETS INC.
  MERRILL LYNCH, PIERCE, FENNER & SMITH
     INCORPORATED

     Acting on behalf of themselves and as the
      Representatives of the several Initial
      Purchasers.

  By: CITIGROUP GLOBAL MARKETS INC.


  By:
     ------------------------
     Name:
     Title:



                                                                         ANNEX A

          Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company and the Guarantors have
agreed that, starting on the date the Registered Exchange Offer is consummated
(the "Expiration Date") and ending on the close of business 180 days after the
Expiration Date, subject to certain exceptions, it will make this Prospectus
available to any Broker-Dealer for use in connection with any such resale. See
"Plan of Distribution."

                                       A-1


                                                                         ANNEX B

          Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."

                                       B-1


                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

          Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. We have agreed that,
starting on the Expiration Date and ending on the close of business 180 days
after the Expiration Date, we will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale.

          We will not receive any proceeds from any sale of New Securities by
Broker-Dealers. New Securities received by Broker-Dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New Securities or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

          For a period 180 days after the Expiration Date, we will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any Broker-Dealer that requests such documents in the Letter of
Transmittal. We have agreed to pay all expenses incident to the Exchange Offer
(including the expenses of one counsel for the holder of the Securities) other
than commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Securities Act.

          [If applicable, add information required by Regulation S-K Items 507
and/or 508.]

                                       C-1


                                                                         ANNEX D

RIDER A

          / /  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
               ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
               AMENDMENTS OR SUPPLEMENTS THERETO.

               Name:
                           ---------------------------

               Address:
                           ---------------------------

                           ---------------------------

RIDER B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       D-1

EX-5.1

                                                                     Exhibit 5.1


GTECH Holdings Corporation
55 Technology Way
West Greenwich, Rhode Island 02817

     Re:  GTECH Holdings Corporation 4.750% Senior Notes due 2010

Ladies and Gentlemen:

     We have acted as special counsel to GTECH Holdings Corporation, a Delaware
corporation (the "Company") and to certain domestic subsidiaries of the Company
listed on Schedule A hereto (the "Guarantors") in connection with a Registration
Statement on Form S-4 to be filed by the Company and the Guarantors on or about
the date hereof (the "Registration Statement") with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, (the "Act") the offering of up to $250,000,000 in aggregate principal
amount of 4.750% Senior Notes due 2010 (the "Exchange Notes") guaranteed by the
Guarantors (the "Exchange Guarantees", and together with the Exchange Notes, the
"Securities") in exchange for up to $250,000,000 in aggregate principal amount
of the Company's outstanding 4.750% Senior Notes due 2010 (the "Outstanding
Notes") guaranteed by the Guarantors (the "Outstanding Guarantees"). This
opinion letter is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.

     In connection with rendering this opinion, we have examined the following
documents and records:

     (1)  The Certificate of Incorporation of each of the Company and the
Guarantors, as amended to date;

     (2)  The By-Laws of each of the Company and the Guarantors, as amended to
date;

     (3)  An executed copy of the Indenture dated as of October 15, 2003, among
the Company, the Guarantors and The Bank of New York, as Trustee, relating to
the issuance of the Outstanding Notes and the Exchange Notes and the respective
guarantees thereof (the "Indenture"), including the form of Securities to be
issued pursuant thereto;

     (4)  An executed copy of the Registration Statement; and

     (5)  All corporate minutes and proceedings of the Company and each of the
Guarantors relating to the issuance of the Securities being registered under the
Registration Statement.

     We have also made such inquiries and examined, among other things, such
further documents, records and proceedings as we have deemed pertinent in
connection with the issuance of said Securities. In our examination, we have
assumed the genuineness of all



signatures, the legal capacity of all natural persons, the completeness and
authenticity of all documents submitted to us as originals, and the conformity
to the originals of all documents submitted to us as certified, photostatic or
conformed copies, and the validity of all laws and regulations.

     The opinions hereinafter expressed are qualified to the extent that (i) the
enforceability of any right or remedy may be subject to or affected by any
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or
other similar laws relating to or affecting the rights of creditors generally,
whether the issue of enforceability is considered in a proceeding in equity or
at law; (ii) the remedy of injunctive relief, specific performance and any other
equitable remedies may be unavailable in any jurisdiction or may be withheld as
a matter of judicial discretion; and (iii) the enforceability of any right or
remedy may be subject to general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether enforceability is considered in a proceeding in equity or
in law) and to the discretion of the court before which proceedings thereof may
be brought.

     We are qualified to practice law in the States of New York and Rhode Island
and do not purport to express any opinion herein concerning any law other than
the laws of the States of New York and Rhode Island, the General Corporation Law
of the State of Delaware and the federal law of the United States.

     Based upon the foregoing, and subject to the qualifications, limitations,
assumptions and exceptions set forth herein, it is our opinion that:

     1.   The Exchange Notes have been duly authorized by the Company and the
Exchange Guarantees have been duly authorized by each of the Guarantors.

     2.   Following the effectiveness of the Registration Statement and receipt
by the Company of the Outstanding Notes with the Outstanding Guarantees thereon
in exchange for the Exchange Notes with the Exchange Guarantee thereon as
described in the Registration Statement, and assuming the due execution,
authentication, issuance and delivery of the Exchange Notes and the Exchange
Guarantees as provided in the Indenture, the Exchange Notes will constitute
valid and binding obligations of the Company, and the Exchange Guarantees will
constitute valid and binding obligations of the respective Guarantors.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus which is a part of
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations promulgated thereunder.

                                        Very truly yours,


                                        /s/ Edwards & Angell, LLP


                                        December 10, 2003



                                   Schedule A
                          List of Subsidiary Guarantors

GTECH Corporation, a Delaware corporation

GTECH Rhode Island Corporation, a Rhode Island corporation

GTECH Latin America Corporation, a Delaware corporation

Interlott Technologies, Inc., a Delaware corporation

EX-12.1

                                                                    EXHIBIT 12.1

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                                                        (Unaudited)
                                                                      Six Months Ended
                                                            -------------------------------------
                                                             August 23,               August 24,
                                                                2003                     2002
                                                            -------------------------------------
                                                            (Dollars in thousands, except ratios)
                                                                               
Earnings:
   Income before income taxes                               $    142,067             $    108,466
   Add:
      Interest on indebtedness                                     4,011                    5,643
      Equity income (loss), net of distributions                    (289)                     653
      Minority losses                                              1,578                    1,141
      Portion of rents representative of the interest
        factor                                                     3,222                    3,222
      Amortization of capitalized interest                           384                      624
                                                            ------------             ------------
          Adjusted earnings                                 $    150,973             $    119,749
                                                            ============             ============
Fixed charges:
   Interest on indebtedness                                        4,011                    5,643
   Portion of rents representative of the interest factor          3,222                    3,222
   Capitalized interest                                            1,080                        -
                                                            ------------             ------------
          Total fixed charges                               $      8,313             $      8,865
                                                            ============             ============

          Ratio of earnings to fixed charges                       18.16                    13.51
                                                            ============             ============


                                                                                       Fiscal Year Ended
                                                            -----------------------------------------------------------------------
                                                            February 22,  February 23,   February 24,   February 26,   February 27,
                                                                2003          2002           2001           2000           1999
                                                            -----------------------------------------------------------------------
                                                                             (Dollars  in thousands, except ratios)
                                                                                                        
Earnings:
   Income before income taxes                               $    229,066  $    109,720   $     70,735   $    155,977   $    150,954
   Add:
      Interest on indebtedness                                    11,267        22,876         27,165         29,032         27,405
      Equity income (loss), net of distributions                     316          (815)         1,343           (376)        (3,117)
      Minority losses                                                578           160          2,039          4,528            484
      Portion of rents representative of the interest
        factor                                                     6,444         6,444          7,160          7,160          7,160
      Amortization of capitalized interest                         1,176         1,821          1,927          2,210          1,985
                                                            ------------  ------------   ------------   ------------   ------------
          Adjusted earnings                                 $    248,847  $    140,206   $    110,369   $    198,531   $    184,871
                                                            ============  ============   ============   ============   ============
Fixed charges:
   Interest on indebtedness                                       11,267        22,876         27,165         29,032         27,405
   Portion of rents representative of the interest factor          6,444         6,444          7,160          7,160          7,160
   Capitalized interest                                              174         1,250          1,077              -          1,983
                                                            ------------  ------------   ------------   ------------   ------------
          Total fixed charges                               $     17,885  $     30,570   $     35,402   $     36,192   $     36,548
                                                            ============  ============   ============   ============   ============

          Ratio of earnings to fixed charges                       13.91          4.59           3.12           5.49           5.06
                                                            ============  ============   ============   ============   ============

EX-23.1

                                                                    Exhibit 23.1


                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of GTECH Holdings
Corporation for the registration of up to $250,000,000 of its 4.750% Senior
Notes due 2010 to be filed with the Securities and Exchange Commission on or
about December 10, 2003 and to the incorporation by reference therein of our
report dated March 21, 2003, except for Note 23, as to which the date is April
23, 2003, with respect to the consolidated financial statements and schedule of
GTECH Holdings Corporation included in its Annual Report (Form 10-K/A) for the
year ended February 22, 2003, filed with the Securities and Exchange Commission.


                                                  /s/ Ernst & Young LLP

Boston, Massachusetts
December 5, 2003

EX-25

                                                                      Exhibit 25

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) / /


                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)

                           GTECH HOLDINGS CORPORATION
              (Exact name of obligor as specified in its charter)

Delaware                                                     05-0451021
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                               GTECH CORPORATION
              (Exact name of obligor as specified in its charter)

Delaware                                                     05-0389840
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                         GTECH RHODE ISLAND CORPORATION
              (Exact name of obligor as specified in its charter)

Rhode Island                                                 06-1493040
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                        GTECH LATIN AMERICA CORPORATION
              (Exact name of obligor as specified in its charter)

Delaware                                                     05-0449895
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)



                          INTERLOTT TECHNOLOGIES, INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                     42-1576028
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

55 Technology Way
West Greenwich, Rhode Island                                 02817
(Address of principal executive offices)                     (Zip code)


                                  -------------

                          4.750% Senior Notes Due 2010
                       (Title of the indenture securities)

================================================================================

                                       -2-


1.             GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE
               TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



                   Name                                       Address
     ------------------------------------------------------------------------------
                                               
     Superintendent of Banks of the State of      2 Rector Street, New York,
     New York                                     N.Y.10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                                  N.Y.  10045

     Federal Deposit Insurance Corporation        Washington, D.C.  20429

     New York Clearing House Association          New York, New York   10005


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.



                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 2nd day of December, 2003.

                                            THE BANK OF NEW YORK


                                            By:  /S/  MARY LAGUMINA
                                               --------------------
                                               Name:  MARY LAGUMINA
                                               Title: VICE PRESIDENT

                                       -4-


                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of
                              THE BANK OF NEW YORK
                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2003, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                                 Dollar Amounts
                                                                                   In Thousands
                                                                               
ASSETS
Cash and balances due from depository
 institutions:
 Noninterest-bearing balances and currency and coin...................            $   3,688.426
 Interest-bearing balances............................................                4,380,259
Securities:
 Held-to-maturity securities..........................................                  270,396
 Available-for-sale securities........................................               21,509.356
Federal funds sold in domestic offices................................                1,269,945
Securities purchased under agreements to resell.......................                5,320,737
Loans and lease financing receivables:
 Loans and leases held for sale.......................................                  629,178
 Loans and leases, net of unearned income.............................               38,241,326
 LESS: Allowance for loan and lease losses............................                  813,502
 Loans and leases, net of unearned income and allowance...............               37,427,824
Trading Assets........................................................                6,323,529
Premises and fixed assets (including capitalized leases)..............                  938,488
Other real estate owned...............................................                      431
Investments in unconsolidated subsidiaries and associated companies...                  256,230
Customers' liability to this bank on acceptances outstanding..........                  191,307
Intangible assets.....................................................
 Goodwill.............................................................                2,562,478
 Other intangible assets..............................................                  798,536
Other assets..........................................................                6,636,012
                                                                                  -------------
Total assets..........................................................            $  92,203,132
                                                                                  =============




                                                                               
LIABILITIES
Deposits:
 In domestic offices..................................................            $  35,637,801
 Noninterest-bearing..................................................               15,795,823
 Interest-bearing.....................................................               19,841,978
 In foreign offices, Edge and Agreement subsidiaries,and IBFs.........               23,759,599
 Noninterest-bearing..................................................                  599,397
 Interest-bearing.....................................................               23,160,202
Federal funds purchased in domestic offices...........................                  464,907
Securities sold under agreements to repurchase........................                  693,638
Trading liabilities...................................................                2,634,445
Other borrowed money:
 (includes mortgage indebtedness and obligations
 under capitalized leases)............................................               11,168,402
Bank's liability on acceptances executed and outstanding..............                  193,690
Subordinated notes and debentures.....................................                2,390,000
Other liabilities.....................................................                6,573,955
                                                                                  -------------
Total liabilities.....................................................            $  83,516,437
                                                                                  =============
Minority interest in consolidated subsidiaries........................                  519,418

EQUITY CAPITAL
Perpetual preferred stock and related surplus.........................                        0
Common stock..........................................................                1,135,284
Surplus...............................................................                2,057,234
Retained earnings.....................................................                4,892,597
Accumulated other comprehensive income................................                   82,162
Other equity capital components.......................................                        0
                                                                                  -------------
Total equity capital..................................................                8,167,277
                                                                                  -------------
Total liabilities minority interest and equity capital................            $  92,203,132
                                                                                  =============



                                       -6-


I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition is true and correct to the
best of my knowledge and belief.
                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                               Directors
Alan R. Griffith

- --------------------------------------------------------------------------------

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

GTECH HOLDINGS CORPORATION

Offer to Exchange GTECH Holdings Corporation's
4.750% Senior Notes due 2010
Guaranteed by GTECH Corporation and Certain of its Subsidiaries
That Have Been Registered Under the Securities Act of 1933
For Any and All of GTECH Holdings Corporation's
4.750% Senior Notes due 2010
Guaranteed by GTECH Corporation and Certain of its Subsidiaries
Pursuant to the Prospectus Dated                        , 2003

        THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004, UNLESS THE EXCHANGE OFFER IS EXTENDED.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Mail (overnight service recommended):	By Facsimile
The Bank of New York	The Bank of New York
101 Barclay Street—7 East	101 Barclay Street—7 East
New York, New York 10286	New York, New York 10286
Attention: Reorganization Unit	Attention: Reorganization Unit Fax Number: (212) 298-1915 Confirm by Telephone: (212) 815-_________

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING GIVEN THEM IN THE PROSPECTUS (AS DEFINED BELOW).

        This Letter of Transmittal is to be completed by holders of Outstanding Notes (as defined below) either if Outstanding Notes are to be forwarded herewith or if tenders of the Outstanding Notes are to be made by book-entry transfer to an account maintained by The Bank of New York (the "Exchange Agent") at the Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE SIGNATURES MUST BE PROVIDED BELOW. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Please list below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and aggregate principal amounts on a separate signed schedule and attach that schedule to this Letter of Transmittal.

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OUTSTANDING NOTES BEING TENDERED
		(FILL IN, IF BLANK) OUTSTANDING NOTES TENDERED
Name(s) and Address(es) of Registered Holder		Certificate Number(s)*	Total Principal Amount Of Outstanding Notes Delivered	Principal Amount Tendered for Exchange** (if less than all)
		Total Amount Tendered $
*	Need not be completed by book-entry holders. Such holders should check the appropriate box below and provide the requested information.
**	Need not be completed if tendering for exchange all Outstanding Notes delivered to Exchange Agent. Outstanding Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. All Outstanding Notes held shall be deemed tendered unless a lesser number is specified in this column.

2

TENDER OF OUTSTANDING NOTES

o  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

o  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

o  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Institution Which Guaranteed Delivery:

If Guaranteed Delivery is to be made by book-entry transfer:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

o  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Telephone Number and Contact Person:

3

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

        LADIES AND GENTLEMEN:

        The undersigned hereby tenders to GTECH Holdings Corporation, a Delaware corporation (the "Company"), the above described aggregate principal amount of the Company's 4.750% Senior Notes due 2010 (the "Outstanding Notes") in exchange for a like principal amount of the Company's 4.750% Senior Notes due 2010 (the "Exchange Notes") which have been registered under the Securities Act of 1933 (the "Securities Act"), upon the terms and subject to the conditions set forth in the Prospectus dated                        , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). The undersigned acknowledges and agrees that Holders may only tender their Outstanding Notes in whole or in part in integral multiples of US$1,000 principal amount.

        Subject to and effective upon the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer and as Trustee under the Indenture for the Outstanding Notes and the Exchange Notes) with respect to the tendered Outstanding Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to: (i) deliver certificates for Outstanding Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued in exchange for such Outstanding Notes; (ii) present Certificates for such Outstanding Notes for transfer, and to transfer such Outstanding Notes on the account books maintained by DTC; and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and conditions of the Exchange Offer.

        THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OUTSTANDING NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OUTSTANDING NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND TRANSFER OF THE OUTSTANDING NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE INITIAL PURCHASERS OF THE OUTSTANDING NOTES (THE "REGISTRATION RIGHTS AGREEMENT"). THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

4

        The name(s) and address(es) of the registered holder(s) of the Outstanding Notes tendered hereby are printed above as they appear on the Certificates (or, in the case of book-entry securities, on the relevant security position listing) representing such Outstanding Notes. The Certificate number(s) and the Outstanding Notes that the undersigned wishes to tender are indicated in the appropriate boxes above.

        If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Outstanding Notes than are tendered or accepted for exchange, the undersigned understands that Certificates for such nonexchanged or nontendered Outstanding Notes will be returned (or, in the case of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will be credited to the appropriate account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

        The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus and in the instructions herein will, upon the Company's acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes tendered hereby.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Outstanding Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Outstanding Notes not tendered or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Outstanding Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions" below, the undersigned hereby directs that Exchange Notes be delivered to the undersigned at the address shown below the undersigned's signature.

        BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT: (i) THE UNDERSIGNED IS NOT AN "AFFILIATE" (WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY OR ANY OF THE SUBSIDIARY GUARANTORS; (ii) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED BY THE UNDERSIGNED IN THE ORDINARY COURSE OF ITS BUSINESS; (iii) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER; (iv) SUCH HOLDER HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OUTSTANDING NOTES BEING TENDERED BY SUCH HOLDER PURSUANT TO THE EXCHANGE OFFER; (v) THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE TO THE OUTSTANDING NOTES BEING TENDERED BY THE UNDERSIGNED FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES; AND (vi) THE OUTSTANDING NOTES BEING TENDERED BY THE UNDERSIGNED FOR EXCHANGE ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES.

        IF THE UNDERSIGNED IS NOT A BROKER-DEALER, BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND AGREES THAT IT IS NOT ENGAGED IN, AND DOES NOT INTEND TO

5

ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF THE EXCHANGE NOTES AND IT HAS NO ARRANGEMENTS OR UNDERSTANDINGS WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION OF THE EXCHANGE NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER, BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND AGREES THAT SUCH OUTSTANDING NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF EXCHANGE NOTES RECEIVED IN RESPECT OF SUCH OUTSTANDING NOTES PURSUANT TO THE EXCHANGE OFFER (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).

        THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF THE EXCHANGE NOTES RECEIVED IN EXCHANGE FOR OUTSTANDING NOTES WHERE SUCH OUTSTANDING NOTES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING ONE HUNDRED EIGHTY (180) DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES) OR, IF EARLIER, WHEN ALL SUCH EXCHANGE NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT REGARD, EACH BROKER-DEALER WHICH ACQUIRED OUTSTANDING NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPECT THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES NOTICE TO SUSPEND THE SALE OF THE EXCHANGE NOTES, IT SHALL EXTEND THE 180-DAY PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF EXCHANGE NOTES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE EXCHANGE NOTES

6

OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.

        Holders of Outstanding Notes whose Outstanding Notes are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the Exchange Notes. Such interest will be paid with the first interest payment on the Exchange Notes. Interest on the Outstanding Notes accepted for exchange will cease to accrue upon issuance of the Exchange Notes. Interest on the Exchange Notes is payable semi-annually on April 15 and October 15 of each year.

        All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus and in the Instructions contained in this Letter of Transmittal, this tender is irrevocable.

        Please be advised that the Company is registering the Exchange Notes in reliance on the position of the Staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corp. (available May 13, 1988) and Morgan Stanley & Co. Incorporated (available June 5, 1991). The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of its information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the undersigned is aware that if the undersigned is participating in the Exchange Offer ofr the purpose of distributing the Exchange Notes to be acquired in the Exchange Offer, the undersigned (a) may not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretative letters to similar effect and (b) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The undersigned is aware that such a secondary resale transaction by a person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

7

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 2, 5 AND 6)

        To be completed ONLY if certificates for Exchange Notes or any Outstanding Notes that are not tendered are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue:

o  Outstanding Notes not tendered, to:

o  Exchange Notes, to:

Name(s)
	(Please Print)

Address

(Include Zip Code)

Taxpayer Identification No.:

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 2, 5 AND 6)

        To be completed ONLY if certificates for Exchange Notes or any Outstanding Notes that are not tendered are to be mailed to someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above, or to such registered holder at an address other than that shown above.

Mail:

o  Outstanding Notes not tendered, to:

o  Exchange Notes, to:

Name(s)
	(Please Print)

Address

(Include Zip Code)

8

HOLDER(S) OF OUTSTANDING NOTES SIGN HERE
(Please complete substitute form W-9 below)

X:
X:	Signature(s) of Owner(s) or Authorized Signatory

Dated:

Name(s):
(Please print)

Capacity (full title):

Address:
(Include zip code)

Telephone Number:

        NOTE: Signature(s) must be guaranteed if required by Instructions 2 and 5. This Letter of Transmittal must be signed by the registered holder(s) exactly as the name(s) appear(s) on Certificate(s) for the Outstanding Notes hereby tendered (or, in the case of book-entry securities, on a security position listing), or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith, including such opinions of counsel, certifications and other information as may be required by the Company or the Trustee for the Outstanding Notes to comply with the restrictions on transfer applicable to the Outstanding Notes. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instructions 2 and 5.

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED—SEE INSTRUCTIONS 1, 2 AND 5)

Signature(s) Guaranteed by an Eligible Institution:

Date:

AUTHORIZED SIGNATURE:

Name of Eligible Institution:

Guaranteeing Signature:

Address:

Capacity (full title):

Telephone Number:

9

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

To complete the Letter or Transmittal, you must do the following:

•

Fill in the box entitled "Description of Outstanding Notes Being Tendered" and the subsequent boxes, if applicable.



•

Sign and date this Letter of Transmittal in the box entitled "Holder(s) of Outstanding Notes Sign Here."



•

Fill in and sign the box entitled "Substitute Form W-9."

        In completing this Letter of Transmittal, you may (but are not required to) also do the following:

•

If you want certificates for Exchange Notes or certificates for Outstanding Notes not tendered or not accepted for exchange to be issued to a third party, complete the box entitled "Special Issuance Instructions."



•

If you want certificates for Exchange Notes or certificates for Outstanding Notes not tendered or not accepted for exchange to be mailed to a third party, or to be delivered to an address other than that appearing under your signature, complete the box entitled "Special Delivery Instructions."

        If you complete the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" you must have your signature guaranteed by an Eligible Institution (as defined in Instruction 1 below) unless this Letter of Transmittal is signed by an Eligible Institution.

1.

GUARANTEE OF SIGNATURES.

No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above; or (ii) such Outstanding Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

2.

DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.

This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus and an Agent's Message is not delivered in lieu thereof. Certificates, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes may be tendered in whole or in part in integral multiples of US$1,000 principal amount.

Holders who wish to tender their Outstanding Notes and: (i) whose Certificates for such Outstanding Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the

10

Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof or an Agent's Message in lieu thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. For Outstanding Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association.

THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

3.

INADEQUATE SPACE.

If the space provided in the box captioned "Description of Outstanding Notes Being Tendered" is inadequate, the Certificate number(s) and/or the principal amount of Outstanding Notes and any other required information should be listed on a separate signed schedule and attached to this Letter of Transmittal.

11

4.

PARTIAL TENDERS AND WITHDRAWAL RIGHTS.

Tenders of Outstanding Notes will be accepted only in integral multiples of US$1,000 principal amount. If less than all the Outstanding Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Outstanding Notes which are to be tendered in the column entitled "Principal Amount Tendered for Exchange (if less than all)" in the box entitled "Description of Outstanding Notes Being Tendered." In such case, new Certificate(s) for the remainder of the Outstanding Notes that were evidenced by the old Certificate(s) will be sent to the tendering holder, unless the appropriate boxes on this Letter of Transmittal are completed, promptly after the Expiration Date. All Outstanding Notes represented by Certificates delivered to the Exchange Agent or transferred to the Exchange Agent by means of a book-entry transfer will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Outstanding Notes may be withdrawn at any time prior to the Expiration Date. In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its address set forth above on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Outstanding Notes to be withdrawn, the aggregate principal amount of Outstanding Notes to be withdrawn, and (if Certificates for such Outstanding Notes have been tendered) the name of the registered holder of the Outstanding Notes as set forth on the Certificate(s), if different from that of the person who tendered such Outstanding Notes. If Certificates for Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, the notice of withdrawal must specify the serial numbers on the particular Certificates for the Outstanding Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Outstanding Notes tendered for the account of an Eligible Institution. If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Outstanding Notes—Book-Entry Transfer," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Outstanding Notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of Outstanding Notes may not be rescinded. Outstanding Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time prior to the Expiration Date by following any of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes."

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. Neither the Company, any affiliates of the Company, the Exchange Agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Outstanding Notes which have been tendered but which are withdrawn will be returned to the holder thereof promptly after withdrawal.

5.

SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.

If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) or on a security position listing, without alteration, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

12

If any tendered Outstanding Notes are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are names in which such Certificates are registered.

If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company, in its sole discretion, of such persons' authority to so act.

When this Letter of Transmittal is signed by the registered owner(s) of the Outstanding Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Outstanding Notes listed and transmitted hereby, the Certificate(s) must be endorsed or accompanied by appropriate bond power(s), signed exactly as the name(s) of the registered owner appear(s) on the Certificate(s), and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Outstanding Notes may require in accordance with the restrictions on transfer applicable to the Outstanding Notes. Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

6.

SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

If Exchange Notes or Certificates for Outstanding Notes not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or are to be mailed to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, Outstanding Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC.

7.

IRREGULARITIES.

The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Outstanding Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by it not to be in proper form or the acceptance for exchange of which may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under "The Exchange Offer—Conditions to The Exchange Offer" or any defect or irregularity in any tender of Outstanding Notes of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding on all parties. No tender of Outstanding Notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. Neither the Company, any affiliates of the Company, the Exchange Agent, or any other person shall be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

13

8.

QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.

Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth above. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9.

BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.

Under U.S. federal income tax law, a holder whose tendered Outstanding Notes are accepted for exchange is required to provide the Exchange Agent with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service (the "IRS") may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Outstanding Notes exchanged pursuant to the Exchange Offer may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements also may result in the imposition of severe criminal and/or civil fines and penalties.

The box in Part 3 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60 day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60 day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent with its TIN within such 60 day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 28% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided.

Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that holder's exempt status. See "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instruction.

Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

10.

MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES.

If any Certificate representing Outstanding Notes has been mutilated, lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen Certificates have been followed.

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11.

SECURITY TRANSFER TAXES.

Holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that if Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

12.

REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Requests for assistance or additional copies of the Prospectus and this Letter of Transmittal may be obtained from the Exchange Agent at its address or telephone number set forth above.

13.

WAIVER OF CONDITIONS.

The conditions of the Exchange Offer may be waived by the Company from time to time, (i) to delay the acceptance of the Outstanding Notes for exchange, (ii) to terminate the Exchange Offer (whether or not any Outstanding Notes have been accepted for exchange) if the Company determines, in its sole and absolute discretion, that any of the events or conditions referred to in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer" has occurred or exists or has not been satisfied, (iii) to extend the Expiration Date of the Exchange Offer and retain all Outstanding Notes tendered pursuant to the Exchange Offer, subject, however, to the right of holders of Outstanding Notes to withdraw their tendered Outstanding Notes as described in the Prospectus under "The Exchange Offer—Withdrawal Rights," and (iv) to waive any condition or otherwise amend the terms of the Exchange Offer in any respect. If the Exchange Offer is amended in a manner determined by the Company to constitute a material change, or if the Company waives a material condition of the Exchange Offer, the Company will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders of the Outstanding Notes, and the Company will extend the Exchange Offer to the extent required by Rule 14e-1 under the Exchange Act.

Any such delay in acceptance, termination, extension or amendment will be followed promptly by oral or written notice thereof to the Exchange Agent (any such oral notice to be promptly confirmed in writing) and by making a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Company may choose to make any public announcement, and subject to applicable laws, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to an appropriate news agency.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF OR AN AGENT'S MESSAGE IN LIEU THEREOF), TOGETHER WITH CERTIFICATES REPRESENTING TENDERED OUTSTANDING NOTES OR A BOOK ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

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TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS:
(SEE INSTRUCTION 9)

PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR SUBSTITUTE TIN ON THE LINE AT RIGHT AND EMPLOYER IDENTIFICATION NUMBER AND CERTIFY BY SIGNING AND DATING BELOW	SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER
	Part 2—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding; (b) I have not been notified by the Internal Revenue Service ('IRS') that I am subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) Any other information provided on this form is true and correct
Payer's Request for Taxpayer Identification Number (TIN) and Certification	CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.	Part 3 Awaiting TIN    o

SIGNATURE DATE NAME (please print)

CERTIFICATION INSTRUCTIONS

        You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all payments made to me on account of the Exchange Notes shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and 28% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.

SIGNATURE	DATE
NAME (please print)

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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LETTER OF TRANSMITTAL

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

GTECH HOLDINGS CORPORATION

Offer to Exchange GTECH Holdings Corporation's
4.750% Senior Notes due 2010
Guaranteed by GTECH Corporation and Certain of its Subsidiaries
That Have Been Registered Under the Securities Act of 1933
For Any and All of GTECH Holdings Corporation's
4.750% Senior Notes due 2010
Guaranteed by GTECH Corporation and Certain of its Subsidiaries
Pursuant to the Prospectus Dated                        , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, UNLESS THE EXCHANGE OFFER IS EXTENDED.

        This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used by a holder of Outstanding Notes (as defined below) to accept the Exchange Offer of GTECH Holdings Corporation, a Delaware corporation (the "Company"), and to tender Outstanding Notes to The Bank of New York, as exchange agent (the "Exchange Agent") pursuant to the guaranteed delivery procedures described in "The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery" of the Company's Prospectus dated             , 2004 (as such prospectus may be amended or supplemented from time to time, the "Prospectus") and in Instruction 2 to the related Letter of Transmittal. The Exchange Offer provides holders of the Company's outstanding 4.750% Senior Notes due 2010 (the "Outstanding Notes") the opportunity to exchange such Outstanding Notes for the 4.750% Senior Notes due 2010 offered pursuant to the Prospectus (the "Exchange Notes"), which Exchange Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act") pursuant to a registration statement of which the Prospectus is a part. Any holder who wishes to tender Outstanding Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery on or prior to the Expiration Date of the Exchange Offer. Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Mail (overnight service recommended):	By Facsimile:
The Bank of New York 101 Barclay Street — 7 East New York, New York 10286 Attention: Reorganization Unit	The Bank of New York 101 Barclay Street — 7 East New York, New York 10286 Attention: Reorganization Unit Fax Number: (212) 298-1915 Confirm by Telephone: (212) 815-

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amounts of Outstanding Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Outstanding Notes" and in Instruction 2 of the Letter of Transmittal.

Name(s) of Registered Holder(s):
	(Please Print or Type)

Signature(s):

Address(es):

Area Code(s) and Telephone Number(s):

Date:

Certificate Number(s) of Outstanding Notes Or Account Number at Book-Entry Facility	Aggregate Principal Amount Represented	Aggregate Principal Amount Tendered*
Total:

*

Must be in integral multiples of $1,000 principal amount.

        o    CHECK HERE IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

The guarantee on the following page must be completed.

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby for exchange pursuant to the Exchange Offer in proper form for transfer (or a confirmation of book-entry transfer of such Senior Notes into the Exchange Agent's account at the book-entry transfer facility of The Depository Trust Company ("DTC")) with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and any other required documents, all within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Name of Firm
		Authorized Signature
Address
	Name:
Zip Code		Please Print or Type
Telephone No.	Title:
	Dated:

        The institution that completes the Notice of Guaranteed Delivery (a) must deliver the same to the Exchange Agent at its address set forth above by hand, or transmit the same by facsimile or mail, on or prior to the Expiration Date, and (b) must deliver the certificates representing any Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTC), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof or Agent's Message in lieu thereof), with any required signature guarantees and any other documents required by the Letter of Transmittal to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.

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NOTICE OF GUARANTEED DELIVERY