Agreement


    EXHIBIT
      10.1

    EXECUTION
      COPY
 

    AGREEMENT
      (this “Agreement”)
      dated
      as of January 10,
      2006,
      by and among DE AGOSTINI S.P.A., an Italian corporation (“DeA”),
      and
      GTECH HOLDINGS CORPORATION, a Delaware corporation (the “Company”).

     

    WHEREAS
      pursuant to the Agreement and Plan of Merger, dated as of the date hereof (the
      “Merger
      Agreement”),
      by
      and among Lottomatica S.p.A., an Italian corporation (“Guarantor”),
      Gold
      Holding Co., a Delaware corporation and direct, wholly owned subsidiary of
      Guarantor (“Parent”),
      Gold
      Acquisition Corp., a Delaware corporation and direct, wholly owned subsidiary
      of
      Parent (“Acquisition
      Co”),
      and
      the Company, Acquisition Co will merge with and into the Company and the Company
      will become a wholly owned subsidiary of Parent (the “Merger”).
      

    


    WHEREAS
      Guarantor proposes to effectuate the Rights Offering to finance a portion of
      the
      consideration payable in the Merger.

    


    WHEREAS
      DeA is a shareholder of Guarantor. 

    


    WHEREAS
      in connection with the Merger and the Rights Offering, DeA desires to make
      certain agreements and representations for the benefit of the
      Company.

    


    WHEREAS
      capitalized terms used but not defined herein have the meaning assigned to
      such
      terms in the Merger Agreement. 

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    Section
      1.01  DeA
      agrees for the benefit of the Company that DeA will vote, and will cause Nuova
      Tirrena S.p.A., an indirect subsidiary of DeA (“NT”),
      to
      vote, all of the equity interests in Guarantor held by DeA, directly or
      indirectly (excluding the 6,198,773 shares the subject of the swap agreement
      dated May 9, 2005, entered into between DeA and Mediobanca - Banca di Credito
      Finanziario S.p.A., as such swap arrangement may be extended), as of the date
      of
      this Agreement or subsequently acquired (the “Subject
      Shares”)
      in
      favor of the Rights Offering and any other matters to be voted upon at the
      Guarantor Stockholders Meeting in connection with the Merger, the Acquisition
      Financing or the transactions contemplated thereby and against any matters
      to be
      voted upon at such Guarantor Stockholders Meeting that would prevent or
      materially delay consummation of the transaction contemplated by the Merger
      Agreement or the Acquisition Financing. 

     

    Section
      1.02  DeA
      agrees for the benefit of the Company that, pursuant to the Rights Offering,
      DeA
      (a) will, and will cause NT to, exercise the subscription rights that pertain
      to
      the Subject Shares, and accordingly shall subscribe for and purchase (directly
      or indirectly through NT) all equity interests in Guarantor as will be issuable
      pursuant to such subscription rights and (b) will not withdraw, and will cause
      NT not to withdraw, such exercises, subscriptions or purchases. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Section
      1.03  DeA
      will
      not, directly or indirectly, (a) grant any proxies or powers of attorney with
      respect to the Subject Shares that would prevent or materially delay DeA from
      complying with its obligations under this Agreement or (b) during the time
      period from the date hereof until the consummation of the Rights Offering,
      sell,
      pledge or otherwise dispose of, or subject to any Lien, any Subject
      Shares.

     

    Section
      1.04  DeA
      represents and warrants to the Company that:

     

    (a)  DeA
      has
      all requisite corporate power and authority to execute and deliver this
      Agreement and to perform its obligations under the Agreement. The execution
      and
      delivery by DeA of this Agreement and the performance by it of its obligations
      under the Agreement have been duly and validly authorized by all necessary
      corporate action on the part of DeA. DeA has duly executed and delivered this
      Agreement and this Agreement constitutes a legal, valid and binding obligation
      of DeA, enforceable against DeA in accordance with its terms. 

     

    (b)  DeA
      has
      or will have at the time of the Guarantor Shareholder Meeting the sole right
      to
      vote the Subject Shares. None of the Subject Shares will be subject to any
      voting trust or other agreement, arrangement or restriction with respect to
      the
      voting of the Subject Shares at the Guarantor Shareholders Meeting, except
      pursuant to this Agreement and as contemplated by the Pre-Underwriting
      Agreement.

     

    Section
      1.05  Sections
      10.05, 10.06, 10.08, 10.10 and 10.11 of the Merger Agreement are hereby
      incorporated by reference and shall apply hereto, mutatis mutandis, as if set
      forth herein except that the term “Agreement” therein shall be deemed to refer
      to this Agreement and the term “Guarantor” therein shall be deemed to refer to
      DeA.

     

    Section
      1.06  It
      is a
      condition to the effectiveness of this Agreement that the Merger Agreement
      shall
      have been executed and delivered by each of the parties thereto and be in full
      force and effect. In the event the Merger Agreement is terminated in accordance
      with its terms, this Agreement shall automatically terminate and be of no
      further force or effect. Upon such termination, except for rights any party
      may
      have in respect of any breach by any other party of its obligations hereunder,
      none of the parties hereto shall have any further obligation or liability
      hereunder. 

     

    Section
      1.07  DeA
      (a)
      hereby appoints The Corporation Trust Company, Corporation Trust Center, 1209
      Orange Street, Wilmington, Delaware, as its authorized agent (the “Authorized
      Agent”)
      upon
      whom process may be served in any suit, action or proceeding arising out of
      or
      based upon this Agreement or the transactions contemplated hereby which may
      be
      instituted in any Delaware court and (b) agrees that service of process upon
      such Authorized Agent shall be deemed in every respect effective service of
      process upon DeA in any such suit or proceeding. DeA hereby represents and
      warrants that the Authorized Agent has accepted such appointment and has agreed
      to act as such agent for service of process, and DeA agrees to take any and
      all
      action, including the 

     

     

    
      
        
        

      

      
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    filing
      of
      any and all documents that may be necessary to continue such appointment in
      full
      force and effect as aforesaid.

     

    Section
      1.08  Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned, in whole or in part, by operation of law or
      otherwise by any of the parties without the prior written consent of the other
      parties, except that DeA may assign, in its sole discretion, any of or all
      its
      rights, interests and obligations under this Agreement to any affiliate of
      DeA,
      but no such assignment shall relieve DeA of any of its obligations under this
      Agreement. Any purported assignment without such consent shall be void. Subject
      to the preceding sentences, this Agreement will be binding upon, inure to the
      benefit of, and be enforceable by the parties and their respective successors
      and assigns.

     

    Section
      1.09  Notwithstanding
      any other provision of this Agreement other than the last sentence of this
      Section 1.09, DeA agrees that irreparable damage would occur, damages would
      be
      difficult to determine and would be an insufficient remedy and no other adequate
      remedy would exist at law or in equity, in each case in the event that any
      of
      the provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached (or DeA threatens such a breach).
      It
      is accordingly agreed that in the event of a breach or threatened breach of
      this
      Agreement, the Company shall be entitled to an injunction or injunctions to
      prevent breaches of this Agreement and to enforce specifically the terms and
      provisions of this Agreement, in addition to any other remedy to which the
      Company is entitled at law or in equity. DeA irrevocably waives any defenses
      based on adequacy of any other remedy, whether at law or in equity, that might
      be asserted as a bar to the remedy of specific performance of any of the terms
      or provisions hereof or injunctive relief in any action brought therefor by
      the
      Company. The Company acknowledges that if, and only if, Parent pays to the
      Company the Parent Termination Fee after a demand therefor by the Company,
      then
      such amount shall constitute the Company’s sole and exclusive remedy for the
      termination of this Agreement regardless of the circumstances giving rise to
      such termination, the Company shall have no further rights, directly or
      indirectly, against DeA or any of its affiliates, whether at law or equity,
      in
      contract, in tort or otherwise
      in
      respect of this Agreement and the Company shall not be able to assert any claim
      against DeA or its affiliates in respect of this Agreement.

     

    Section
      1.10  All
      notices, requests, claims, demands and other communications under this Agreement
      shall be in writing and shall be deemed given upon receipt by the parties at
      the
      following addresses (or at such other address for a party as shall be specified
      by like notice):

     

    (a)  if
      to
      DeA, to

     

    De
      Agostini S.p.A.

    Via
      Giovanni da Verrazano 15

    28100
      Novara, Italy

    


    
      
        
        

      

      
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    Attention:
      General Counsel

    Facsimile
      No: +39 321 424530

    


    with
      copies to:

    


    Dewey
      Ballantine LLP

    1301
      Avenue of the Americas

    New
      York,
      NY 10019

    


    Attention: 
      Morton A. Pierce, Esq.

       
      Jack S. Bodner, Esq.

    Facsimile
      No:
      (212) 259-6333

    


    (b)  if
      to the
      Company, to the addresses set forth in Section 10.02(b) of the Merger
      Agreement.

     

    


     

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    IN
      WITNESS WHEREOF, DeA and the Company have duly executed this Agreement, each
      as
      of the date first written above.

     

    
      	 	 	 
	 	DE
              AGOSTINI
              S.P.A.
	 
 	 
 	 
 
	 	by 	 
              /s/ Paolo Ceretti
	 	
              
Name:
              Paolo Ceretti
	 	Title:  
              General Manager


    

     

     

    
       

      
        	 	 	 
	 	GTECH
                HOLDINGS
                CORPORATION
	 
 	 
 	 
 
	 	by 	 
                /s/ Robert M. Dewey, Jr.
	 	
                
Name: 
                Robert M. Dewey, Jr.
	 	Title:   
                Chairman of the Board