<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VIDEO LOTTERY TECHNOLOGIES, INC.
------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
92656M10
------------------------------------------------------
(CUSIP Number)
D. Gilbert Friedlander
5400 Legacy Drive, H3-3A-05
Plano, Texas 75024
(214) 605-5584
------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 30, 1997
------------------------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with this statement / /.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE> 2
SCHEDULE 13D
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CUSIP NO. 92656M10 Page 2 of 20 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Electronic Data Systems Corporation 75-2548221
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF ____________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY Not Applicable
OWNED BY ____________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ____________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
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CUSIP NO. 92656M10 Page 3 of 20 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDS VLT Holdings, Inc. 75-2519202
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
0
NUMBER OF _________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY Not Applicable
OWNED BY _________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
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CUSIP NO. 92656M10 Page 4 of 20 Pages
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Item 1. Security and Issuer
Common Stock, par value $.01 per share, of VIDEO LOTTERY
TECHNOLOGIES, INC., 2311 South 7th Avenue, Bozeman, Montana 59715.
Item 2. Identity and Background
1. (a)-(c) EDS VLT Holdings, Inc., a Nevada corporation, the
principal business of which is to hold shares of stock of
the Issuer.
Address of Principal Business
5400 Legacy Drive
Plano, Texas 75024
Address of Principal Office
Same as above.
(d) No
(e) No
1.A. (a)-(c) The executive officers and directors of EDS
VLT Holdings, Inc. ("EDS VLT") are:
<TABLE>
<CAPTION>
Name & Business Address Principal Occupation
<S> <C>
John R. Harris Vice President of EDS
5400 Legacy Drive [President of EDS VLT]
Plano, Texas 75024
John Beach Account Manager of EDS
5400 Legacy Drive [Vice Pres. of EDS VLT]
Plano, Texas 75024
Jeffrey D. Cushman Division Controller of EDS
5400 Legacy Drive [Treasurer of EDS VLT]
Plano, Texas 75024
</TABLE>
<PAGE> 5
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CUSIP NO. 92656M10 Page 5 of 20 Pages
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(d) No, with respect to all of such persons.
(e) No, with respect to all of such persons.
(f) All of such persons are United States citizens.
2. (a) The reporting person is Electronic Data Systems
Corporation ("EDS"), the parent of EDS VLT Holdings, Inc.
(b) The business address for EDS is 5400 Legacy Drive,
Plano, Texas 75024.
(c) The principal business of EDS is the application of
information technology services, including systems
development, systems integration, systems management,
process management and consulting.
(d) No, with respect to all executive officers and directors
of EDS.
(e) No, with respect to all executive officers and directors
of EDS.
(f) All executives and officers are United States citizens.
2.A.(a)-(c) The executive officers and directors of EDS are:
<TABLE>
<CAPTION>
Name & Business Address Principal Occupation
<S> <C>
Lester M. Alberthal, Jr. Chairman of the Board and
5400 Legacy Drive Chief Executive Officer of EDS
Plano, Texas 75024
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CUSIP NO. 92656M10 Page 6 of 20 Pages
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<S> <C>
James A. Baker, III Senior Partner -
One Shell Plaza Baker & Botts, L.L.P.
910 Louisiana
Houston, Texas 77002
Hartmut Burger Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
John R. Castle, Jr. Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
Richard Cheney Chairman, President and CEO -
3600 Lincoln Plaza Halliburton Company
500 N. Akard St.
Dallas, Texas 75201
Paul J. Chiapparone Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
Gary Fernandes Vice Chairman and Director of EDS
5400 Legacy Drive
Plano, Texas 75024
Joseph M. Grant Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
William H. Gray, III President and Chief Executive
United Negro College Fund Officer - The College Fund/UNCF
Willow Oaks Corporate Dr.
P. O. Box 10444
Fairfax, Virginia 22031
Ray J. Groves part-time Chairman -
787 Seventh Avenue Legg Mason Merchant Banking, Inc.
26th Floor
New York, New York 10019
<PAGE> 7
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CUSIP NO. 92656M10 Page 7 of 20 Pages
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<S> <C>
Jeffrey M. Heller President, Chief Operating Officer
5400 Legacy Drive and Director of EDS
Plano, Texas 75024
Ray L. Hunt Chairman, CEO, President, and
Fountain Place Director - RRH Corporation and
1445 Ross at Field Hunt Consolidated, Inc.
Dallas, Texas 75202-2785
C. Robert Kidder Chairman and CEO -
180 East Broad Street Borden, Inc.
Columbus, Ohio 43215
Dean Linderman Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
G. Stuart Reeves Executive Vice President of EDS
5400 Legacy Drive
Plano, Texas 75024
Judith Rodin President - Univ. of Pennsylvania
Univ. of Pennsylvania
Office of the President
121 College Hall
Philadelphia, Pensylvania 19104
Enrique J. Sosa Executive Vice President -
200 E. Randolph Drive Amoco Corporation
MC 3000
Chicago, Illinois 60601
</TABLE>
Item 3. Source and Amount of Funds or Other Consideration
Not applicable
<PAGE> 8
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CUSIP NO. 92656M10 Page 8 of 20 Pages
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Item 4. Purpose of Transaction
(a) Electronic Data Systems Corporation ("EDS") and the Issuer
have settled certain disputes between EDS and Issuer relating
to a certain Master Services Agreement dated as of January 20,
1994 (the "Master Services Agreement") between Issuer and
EDS, whereby EDS agreed to provide certain information
technology services to Issuer and certain of its affiliated
companies. As a result of the disputes between EDS and the
Issuer, EDS terminated the Master Services Agreement on
June 28, 1996. On July 3, 1996, EDS filed suit seeking
declaratory and other relief from Issuer and Automated
Wagering International, Inc., an affiliate of Issuer ("AWI")
in the 36th Judicial District Court of Collin County,
Texas (the "Lawsuit").
Pursuant to the terms of a Master Settlement Agreement dated
as of January 30, 1997 (the "Settlement Agreement") among
EDS, EDS VLT Holdings, Inc. ("Holdings"), Issuer, AWI,
Video Lottery Consultants, Inc. ("VLC") and United Wagering
Systems, Inc. ("UWS"), (i) each party to the Settlement
Agreement has executed a mutual general release of all prior
claims, including, without limitation, all amounts EDS has
claimed are owed to it by Issuer, and have agreed to seek
dismissal of the Lawsuit, (ii) Issuer and AWI have issued a
secured promissory note to EDS in the aggregate principal
amount of $27,000,000, (iii) EDS has transferred certain
equipment to Issuer, (iv) Holdings has transferred to Issuer
545,454 shares of Issuer's Common Stock and 1,912,728 shares of
Series A Junior Preferred Stock of Issuer, which are
convertible into shares of Issuer's Common Stock on a 1:1
basis, and (v) EDS has provided $1,000,000 of bonding
collateral support to Issuer and AWI in respect of AWI's
performance bond program.
(b) Not applicable
(c) Not applicable
(d) Not applicable
<PAGE> 9
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CUSIP NO. 92656M10 Page 9 of 20 Pages
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(e) The 545,454 shares of Issuer's Common Stock and 1,912,728
shares of Issuer's Series A Junior Preferred Stock
transferred by EDS VLT Holdings, Inc. are held as treasury
stock of the Issuer.
(f) Not applicable
(g) Not applicable
(h) Not applicable
(i) Not applicable
(j) Not applicable
Item 5. Interest in Securities of the Issuer
(a) As a result of the transaction described in item 4 above,
neither Electronic Data Systems Corporation nor EDS VLT
Holdings, Inc. are beneficial owners of any securities of
the Issuer.
(b) Not applicable
(c) See item 4 above.
(d) Not applicable
(e) On January 30, 1997, Electronic Data Systems Corporation and
EDS VLT Holdings, Inc. ceased to be beneficial owners of
any equity securities of Issuer.
Item 6. Contracts, Arrangement, Understanding or Relationships with
Respect to Securities of the Issuer.
The Promissory Note is secured by a Security Agreement, Pledge and
Assignment: Equipment, Inventory, Securities and
Intellectual Property, dated January 30, 1997 (the "Security
Agreement"), among Issuer, AWI and EDS. The Security Agreement
grants EDS a security interest in, among other things, 545,454
shares of Issuer's Common Stock and 1,912,728 shares of Issuer's
Series A Junior Preferred Stock which were transferred by
Holdings to Issuer pursuant to the Settlement Agreement and
which are held as treasury stock of Issuer. The security for the
Promissory Note also includes an interest in a warehouse in
Bozeman, Montana, an interest in certain equipment and inventory,
and an interest in VLT's Masterlink software.
<PAGE> 10
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CUSIP NO. 92656M10 Page 10 of 20 Pages
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As part of the settlement among EDS, Issuer and AWI, EDS will
transition to Issuer essentially all of EDS' employees assigned to
work on EDS'contract of Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Master Settlement Agreement dated January 30, 1997,
among Electronic Data Systems Corporation, EDS VLT
Holdings, Inc., Automated Wagering International,
Inc., Video Lottery Consultants, Inc. and the Issuer.
<PAGE> 11
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CUSIP NO. 92656M10 Page 11 of 20 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
February 4, 1997
--------------------------------
Date
/s/ John R. Harris
---------------------------------
Signature
John R. Harris
President of EDS VLT Holdings, Inc.
-----------------------------------
Name/Title
<PAGE> 12
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CUSIP NO. 92656M10 Page 12 of 20 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
February 4, 1997
----------------------------------
Date
/s/ D. Gilbert Friedlander
-----------------------------------
Signature
D. Gilbert Friedlander
Senior Vice President of
Electronic Data Systems Corporation
------------------------------------
Name/Title
<PAGE> 13
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CUSIP NO. 92656M10 Page 13 of 20 Pages
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Exhibit 1
MASTER SETTLEMENT AGREEMENT
THIS MASTER SETTLEMENT AGREEMENT (this "Agreement") is made
and entered into as of January 30, 1997, by and among Electronic Data Systems
Corporation, a Delaware corporation ("EDS"), EDS VLT Holdings, Inc., a
Nevada corporation and wholly owned subsidiary of EDS ("Holdings"), Video
Lottery Technologies, Inc., a Delaware corporation ("VLT"), and Automated
Wagering International, Inc., a Delaware corporation and wholly owned
subsidiary of VLT ("AWI"), Video Lottery Consultants, Inc., a Montana
corporation and wholly owned subsidiary of VLT ("VLC"), and United
Wagering Systems, Inc., a Delaware corporation and wholly owned
subsidiary of VLT ("UWS").
RECITALS
WHEREAS, pursuant to the terms of a certain Master Services
Agreement, dated as of January 20, 1994 (the "Master Services Agreement"), by
and between EDS and VLT, EDS was engaged by VLT to provide various
services in support of VLT's business of operating on-line lotteries and other
games of chance for various states and municipal governments;
WHEREAS, pursuant to the terms of a certain Stock Purchase
and Sale Agreement, dated as of January 20, 1994 (the "Stock Purchase
Agreement"), by and among VLT, Holdings and EDS, Holdings acquired, and
continues to be the owner of record of, (i) 545,454 shares of common stock, par
value $.01 per share ("VLT Common Stock"), of VLT and (ii) 1,912,728 shares of
Series A Junior Preferred Stock, par value $.01 per share ("VLT Series A
Preferred Stock"), of VLT;
WHEREAS, certain disputes arose with respect to the performance of the
parties under the Master Services Agreement;
WHEREAS, on June 28, 1996, EDS terminated the Master Services
Agreement as a result of such disputes;
WHEREAS, on July 3, 1996, EDS filed suit against VLT and AWI, styled
Electronic Data Systems Corporation v. Video Lottery Technologies, Inc. and
Automated Wagering International, Inc., Cause No. 380-923-96, in the 366th
Judicial District Court of Collin County, Texas, pursuant to which EDS
requested certain relief arising out of such disputes;
<PAGE> 14
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CUSIP NO. 92656M10 Page 14 of 20 Pages
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WHEREAS, EDS is currently providing certain of the services previously
contemplated by the Master Services Agreement pursuant to a week-to-week
arrangement between the parties;
WHEREAS, the parties hereto desire to compromise all claims and settle all
disputes arising between or among them prior to the date hereof and to execute
a mutual general release with respect thereto;
WHEREAS, the parties desire to set forth in writing an arrangement for the
provision by EDS of certain transition services to AWI;
WHEREAS, (a) the parties desire to compromise amounts owed by VLT to
EDS under the Master Services Agreement, (b) EDS has agreed to sell certain
equipment to VLT pursuant to the Transition Agreement (as hereinafter defined)
and (c) Holdings has agreed to sell to VLT all of the shares of VLT Common
Stock and VLT Series A Preferred Stock currently held by Holdings
(collectively, the "VLT Shares") in exchange for a secured promissory note
in the aggregate amount of $27,000,000; and
WHEREAS, EDS has agreed to provide $1,000,000 of bonding collateral
support to VLT and AWI in respect of AWI's performance bond program.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements contained in this Agreement and other consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
1. Execution and Delivery of Certain Agreements and Instruments. Each
party hereto is hereby concurrently executing and delivering each of the
following agreements or instruments to which it is a party:
(a) Promissory Note. A Promissory Note, substantially in the
form attached hereto as Exhibit A.
(b) Security Agreement. A Security Agreement, Pledge and
Assignment: Equipment, Inventory, Securities and Intellectual Property,
substantially in the form attached hereto as Exhibit B.
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CUSIP NO. 92656M10 Page 15 of 20 Pages
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(c) Mortgage. A Deed of Trust, Assignment of Leases and Rents,
Security Agreement, Financing Statement and Fixture Filing, substantially in
the form attached hereto as Exhibit C.
(d) UCC Financing Statements. UCC financing statements,
substantially in the forms attached hereto as Exhibits D-1, D-2, D-3,
D-4, D-5, D-6, D-7 and D-8.
(e) Release. A Release, substantially in the form attached
hereto as Exhibit E.
(f) Pledged Stock Agreement. A Pledged Stock Agreement,
substantially in the form attached hereto as Exhibit F.
(g) Reimbursement Agreement. A Reimbursement Agreement,
substantially in the form attached hereto as Exhibit G.
(h) Transition Agreement. A Transition Agreement,
substantially in the form attached hereto as Exhibit H.
(i) Stock Powers. Stock Powers, substantially in the
forms attached hereto as Exhibits I-1 and I-2.
(j) Source Code Escrow Agreement. A Source Code Escrow
Agreement, substantially in the form attached hereto as Exhibit J.
(k) Bank Documents. The Intercreditor Agreement, the Stock
Agreement, the Security Agreement, Pledge and Assignment: Equipment,
Inventory, Securities and Intellectual Property, the Deed of Trust Parity
Agreement and the Bank MasterLink Priority Rights Addendum, each of even date
herewith, to which First Bank National Association is also a party.
2. Representations and Warranties. Each party to this Agreement
hereby represents and warrants to each of the other parties to this
Agreement as follows:
(a) Such party is validly incorporated and is in good standing
under the laws of the state in which it is organized, and is duly authorized
to transact business as a foreign corporation in each state in which such
authorization is required by its business or the properties owned or leased
by it.
<PAGE> 16
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CUSIP NO. 92656M10 Page 16 of 20 Pages
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(b) Such party has the requisite power and authority to
execute, deliver and carry out this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement
and the transactions contemplated hereby.
(c) This Agreement has been duly and validly authorized,
executed and delivered by such party and constitutes a valid and binding
obligation of such party, enforceable in accordance with its terms, except
to the extent such enforcement may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws or equitable
principles of general application relating to or limiting creditors' rights.
(d) Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will conflict with
or constitute a violation of or default under any law, rule, regulation,
order, judgment, decree, contract, commitment, agreement, arrangement or
restriction of any kind to which such party is a party or by which such
party or its property is bound.
(e) No authorization, approval or other action by, and no
notice to or filing with, any governmental authority or other third party
is required for the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
3. Cooperation. Each of the parties to this Agreement shall use
commercially reasonable efforts to assist each of the other parties in
connection with any governmental or other consents, approvals or filings
which may be required concerning this Agreement and with the timely
implementation of any of the transactions arising out of or contemplated by
this Agreement; provided that VLT shall bear all costs and expenses associated
with obtaining any such consents and approvals and making any such filings.
4. Further Assurances. Each of the parties agrees to execute and
deliver such further documents and instruments and take all such further
action as may be necessary to consummate the transactions contemplated
hereby.
5. Transferability. This Agreement shall not be assignable or
otherwise transferable by any party hereto except by operation of law or as
otherwise explicitly stated herein, or in any document contemplated herein
or executed in connection herewith.
<PAGE> 17
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CUSIP NO. 92656M10 Page 17 of 20 Pages
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6. Expenses. Except as otherwise explicitly stated herein, or in
any document contemplated herein or executed in connection herewith, all
costs and expenses incurred in connection with the transactions contemplated
by this Agreement shall be paid by the party incurring such costs or
expenses.
7. Notice. Whenever any notice is required or permitted hereunder,
such notice must be in writing and either (i) personally delivered, (ii)
mailed by certified mail (return receipt requested), or (iii) delivered by
recognized next-day courier. Any notice required or permitted to be
delivered hereunder will be deemed to be delivered (i) if personally
delivered, on the date that it is actually delivered, (ii) if mailed,
whether actually received or not, on the fifth business day after it is
deposited in the United States mail addressed to the person who is to
receive it at the address that such person has theretofore specified by
written notice delivered in accordance herewith, or (iii) if delivered
by courier, on the date it is actually delivered. Any party may change,
at any time and from time to time, by written notice to the other parties,
the address that it or he had previously specified for receiving
notices. Until changed in accordance herewith, the parties specify
their respective addresses as set forth below:
VLT, AWI, VLC or UWS:
2311 South 7th Avenue
Bozeman, Montana 59715
Attention: Janet Bjork
with copy to:
Rogers & Hardin
229 Peachtree Street
2700 Cain Tower
Atlanta, Georgia 30303
Attention: Michael Rosenzweig
EDS or Holdings:
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3105
Attention: General Counsel
<PAGE> 18
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CUSIP NO. 92656M10 Page 18 of 20 Pages
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with copy to:
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201-2980
Attention: Michael A. Saslaw
8. Amendment. Notwithstanding any other provision hereof, this
Agreement may not be supplemented or amended from time to time without
the prior written consent of each of the parties hereto.
9. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
without regard to any conflicts of laws principles that would require the
application of the laws of any other jurisdiction.
10. Binding Effect. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by the successors and permitted
assigns of the parties hereto. Nothing expressed or referred to in this
Agreement is intended or shall be construed to give any person other than
the parties to this Agreement, or their respective successors or permitted
assigns, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein.
11. Entire Agreement. This Agreement (including the Exhibits and
Schedules hereto) constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof. All Exhibits and
Schedules hereto are expressly made a part of this Agreement.
12. Severability. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. If any term, provision
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their
reasonable efforts to find and employ a valid, legal, nonvoid and
enforceable alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant
or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or
unenforceable.
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CUSIP NO. 92656M10 Page 19 of 20 Pages
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13. Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy for breach of this Agreement and
that the obligations of the parties hereto shall be specifically enforceable.
14. Headings. The headings in this Agreement are for purposes of
convenience of reference only and shall not be deemed to affect the
interpretation of any provision hereof.
15. Counterparts. This Agreement may be executed in multiple
counterparts. The parties may sign any number of copies of this Agreement.
Each signed copy shall be an original, but all of them together represent the
same agreement.
16. Transactions. VLT, VLC, UWS and AWI hereby represent and
warrant to EDS and Holdings that, except as set forth on Schedule 1 attached
hereto, since October 1, 1996, there have been no discussions or
negotiations with, or inquiries from, any third party who has expressed an
interest in a tender or exchange offer, a merger, consolidation or other
business combination involving VLT, VLC, UWS or AWI or the acquisition
in any manner of a substantial equity interest in, or substantially
all of the assets of, VLT, VLC, UWS or AWI.
17. Information. EDS acknowledges that it has had an opportunity
to ask questions of appropriate officials of VLT, AWI, UWS, and VLC with
respect to all such discussions, negotiations, or inquiries and has been
given answers to such questions and such information as EDS has requested
in connection therewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
ELECTRONIC DATA SYSTEMS
CORPORATION
_/s/______________________________
<PAGE> 19
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CUSIP NO. 92656M10 Page 20 of 20 Pages
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EDS VLT HOLDINGS, INC.
_/s/______________________________
VIDEO LOTTERY TECHNOLOGIES,
INC.
_/s/______________________________
AUTOMATED WAGERING
INTERNATIONAL, INC.
_/s/______________________________
VIDEO LOTTERY CONSULTANTS,
INC.
_/s/______________________________
UNITED WAGERING SYSTEMS, INC.
_/s/______________________________
