Exhibit 4.2


 


EXECUTION COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT dated June 11, 2008 (the “Agreement”) is entered into by
and among Scientific Games International, Inc., a Delaware corporation
(the “Issuer”) and wholly-owned subsidiary of Scientific Games
Corporation, a Delaware corporation (the “Parent”), the guarantors
listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan
Securities Inc. (“JPMorgan”), Banc of America Securities LLC and UBS
Securities LLC as representatives for the initial purchasers listed in Schedule
2 hereto (collectively, the “Initial Purchasers”).


 


The Issuer, the Guarantors and
the Initial Purchasers are parties to the Purchase Agreement dated June 2,
2008 (the “Purchase Agreement”), which provides for the sale by the
Issuer to the Initial Purchasers of $200,000,000 aggregate principal amount of
the Issuer’s 7.875% Senior Subordinated Notes due 2016 (the “Securities”)
which will be guaranteed on an unsecured senior subordinated basis by each of the
Guarantors.  As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the Issuer and the
Guarantors have agreed to provide to the Initial Purchasers and their direct
and indirect transferees the registration rights set forth in this
Agreement.  The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.


 


In consideration of the
foregoing, the parties hereto agree as follows:


 


1.             Definitions.  As used in this Agreement, the following terms
shall have the following meanings:


 


“Additional
Guarantor” shall mean any subsidiary of the Parent that executes a
Guarantee under the Indenture after the date of this Agreement.


 


“Business Day” shall
mean any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed.


 


“Closing Date” shall
have the meaning set forth in the Purchase Agreement.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange Dates” shall
have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange Offer” shall
mean the exchange offer by the Issuer and the Guarantors of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration”
shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form S-4
(or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case including the 


 

















 


Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any
document incorporated by reference therein.


 


“Exchange Securities”
shall mean senior subordinated notes issued by the Issuer and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities
(except that the Exchange Securities will not be subject to restrictions on
transfer or to any increase in annual interest rate for failure to comply with
this Agreement) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.


 


“Free Writing Prospectus”
means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Issuer or used or referred to
by the Issuer in connection with the sale of the Securities or the Exchange
Securities.


 


“Guarantees” shall mean
the guarantees of the Securities and the Exchange Securities by the Guarantors
under the Indenture.


 


“Guarantors” shall have
the meaning set forth in the preamble and shall also include any Guarantor’s
successors and any Additional Guarantors.


 


“Holders” shall mean the
Initial Purchasers, for so long as they own any Registrable Securities, and
each of their successors, assigns and direct and indirect transferees who
become owners of Registrable Securities under the Indenture; provided
that for purposes of Sections 4 and 5 of this Agreement, the term “Holders”
shall include Participating Broker-Dealers.


 


“Indemnified Person”
shall have the meaning set forth in Section 5(c) hereof.


 


“Indemnifying Person”
shall have the meaning set forth in Section 5(c) hereof.


 


“Indenture” shall mean
the Indenture relating to the Securities, dated as of June 11, 2008, among
the Issuer, the Guarantors and The Bank of Nova Scotia Trust Company of New
York, as trustee, and as the same may be amended from time to time in
accordance with the terms thereof.


 


“Initial Purchasers”
shall have the meaning set forth in the preamble.


 


“Inspector” shall have
the meaning set forth in Section 3(a)(xiii) hereof.


 


“Issuer” shall have the
meaning set forth in the preamble and shall also include the Issuer’s
successors.


 


“Issuer Information”
shall have the meaning set forth in Section 5(a) hereof.


 


“JPMorgan” shall have
the meaning set forth in the preamble.


 


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“Majority Holders” shall
mean the Holders of a majority of the aggregate principal amount of the
outstanding Registrable Securities; provided that whenever the consent
or approval of Holders of a specified percentage of Registrable Securities is
required hereunder, any Registrable Securities owned directly or indirectly by
the Issuer or any of its affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage
or amount; and provided, further, that if the Issuer shall issue
any additional Securities under the Indenture prior to consummation of the
Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which
this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Person” shall mean an
individual, partnership, limited liability company, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.


 


“Prospectus” shall mean
the prospectus included in, or, pursuant to the rules and regulations of
the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements
to such prospectus, and in each case including any document incorporated by
reference therein.


 


“Purchase Agreement”
shall have the meaning set forth in the preamble.


 


“Registrable Securities”
shall mean the Securities; provided that the Securities shall cease to
be Registrable Securities (i) when a Registration Statement with respect
to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration
Statement or (ii) when such Securities cease to be outstanding.


 


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the
Issuer and the Guarantors with this Agreement, including without limitation: (i) all
SEC, stock exchange or Financial Industry Regulatory Authority registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for any Underwriters or Holders in connection with
blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any
other documents relating to the performance of and 


 


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compliance
with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its
counsel, (vii) the fees and disbursements of counsel for the Issuer and
the Guarantors and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent
public accountants of the Issuer and the Guarantors, including the expenses of
any special audits or “comfort” letters required by or incident to the
performance of and compliance with this Agreement, but excluding fees and
expenses of counsel to the Underwriters (other than fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the
sale or disposition of Registrable Securities by a Holder.


 


“Registration Statement”
shall mean any registration statement of the Issuer and the Guarantors that
covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“SEC” shall mean the
United States Securities and Exchange Commission.


 


“Securities” shall have
the meaning set forth in the preamble.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Effectiveness Period”
shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Issuer and
the Guarantors that covers all or a portion of the Registrable Securities (but
no other securities unless approved by a majority of the Holders whose
Registrable Securities are to be covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference
therein.


 


“Shelf Request” shall
have the meaning set forth in Section 2(b) hereof.


 


“Staff” shall mean the
staff of the SEC.


 


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“Target Registration Date”
shall have the meaning set forth in Section 2(d) hereof.


 


“Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, as amended from time to time.


 


“Trustee” shall mean the
trustee with respect to the Securities under the Indenture.


 


“Underwriter” shall have
the meaning set forth in Section 3(e) hereof.


 


“Underwritten Offering”
shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.


 


2.             Registration
Under the Securities Act.  (a) 
To the extent not prohibited by any applicable law or applicable interpretations
of the Staff, the Issuer and the Guarantors shall use their commercially
reasonable efforts to (i) cause to be filed an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities and (ii) have such Registration
Statement declared effective and remain effective until 180 days after the
last Exchange Date for use by one or more Participating Broker-Dealers.  The Issuer and the Guarantors shall commence
the Exchange Offer promptly after the Exchange Offer Registration Statement is
declared effective by the SEC and use their commercially reasonable efforts to
complete the Exchange Offer not later than 60 days after such effective date.


 


The Issuer and the Guarantors
shall commence the Exchange Offer by mailing the related Prospectus,
appropriate letters of transmittal and other accompanying documents to each
Holder stating, in addition to such other disclosures as are required by
applicable law, substantially the following:


 


(i)            that the Exchange
Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for
exchange;


 


(ii)           the dates of acceptance
for exchange (which shall be a period of at least 20 Business Days from the
date such notice is mailed) (the “Exchange Dates”);


 


(iii)          that any Registrable
Security not tendered will remain outstanding and continue to accrue interest
but will not retain any rights under this Agreement, except as otherwise
specified herein;


 


(iv)          that any Holder electing
to have a Registrable Security exchanged pursuant to the Exchange Offer will be
required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address
(located in the Borough of Manhattan, The City of New York) and in the manner
specified in the notice or (B) effect such exchange otherwise in
compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last
Exchange Date; and


 


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(v)                                 that
any Holder will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date, by (A) sending to the institution
and at the address (located in the Borough of Manhattan, The City of New York)
specified in the notice, a telegram, telex, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for exchange and a statement that such Holder is
withdrawing its election to have such Securities exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Securities.


 


As a condition to participating
in the Exchange Offer, a Holder will be required to represent to the Issuer and
the Guarantors that (i) any Exchange Securities to be received by it will
be acquired in the ordinary course of its business, (ii) at the time of
the commencement 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 the Exchange Securities in violation of the provisions of
the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405
under the Securities Act) of the Issuer or any Guarantor and (iv) if such
Holder is a broker-dealer that will receive Exchange Securities for its own
account in exchange for Registrable Securities that were acquired as a result
of market-making or other trading activities, then such Holder will deliver a
Prospectus (or, to the extent permitted by
law, make available a Prospectus to purchasers) in connection with any
resale of such Exchange Securities.


 


As soon as practicable after
the last Exchange Date, the Issuer and the Guarantors shall:


 


(i)            accept for exchange
Registrable Securities or portions thereof validly tendered and not properly
withdrawn pursuant to the Exchange Offer; and


 


(ii)           deliver, or cause to be
delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Issuer and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange
Securities equal in principal amount to the principal amount of the Registrable
Securities tendered by such Holder.


 


The Issuer and the Guarantors
shall use their commercially reasonable efforts to complete the Exchange Offer
as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in
connection with the Exchange Offer.  The
Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff.


 


(b)           In
the event that (i) the Issuer and the Guarantors determine that the
Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be completed as soon as practicable after the last
Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other
reason completed by December 11, 2008 or (iii) any Holder of
Registrable Securities shall notify (a “Shelf Request”) the Issuer
within 20 Business Days 


 


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of the initial filing of the Exchange Offer
Registration Statement that such Holder (A) is prohibited by applicable
law or SEC policy from participating in the Exchange Offer or (B) is a
Participating Broker-Dealer and holds Securities (including the Initial
Purchasers who hold Securities as part of an unsold allotment from the original
offering of the Securities) acquired directly from the Issuer or one of its
affiliates, the Issuer and the Guarantors shall use their commercially
reasonable efforts to cause to be filed as soon as practicable after such
determination, date or Shelf Request, as the case may be, a Shelf Registration Statement
providing for the sale of all the Registrable Securities by the Holders thereof
and to have such Shelf Registration Statement become effective.


 


In the event that the Issuer
and the Guarantors are required to file a Shelf Registration Statement pursuant
to clause (iii) of the preceding sentence, the Issuer and the Guarantors
shall use their commercially reasonable efforts to file and have become
effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Securities held by
any Holder, that meets the requirements of (A) or (B) of clause (iii) of
the preceding sentence, after completion of the Exchange Offer.


 


The Issuer and the Guarantors
agree to use their commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective until the date that is
365 days after the date such Shelf Registration Statement becomes
effective (the “Shelf Effectiveness Period”).  The Issuer and the Guarantors further agree
to supplement or amend the Shelf Registration Statement and the related
Prospectus if required by the rules, regulations or instructions applicable to
the registration form used by the Issuer for such Shelf Registration Statement
or by the Securities Act or by any other rules and regulations thereunder
or if reasonably requested by a Holder of Registrable Securities with respect
to information relating to such Holder, and to use their commercially
reasonable efforts to cause any such amendment to become effective, if
required, and such Shelf Registration Statement and Prospectus to become usable
as soon as thereafter practicable.  The
Issuer and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.


 


(c)           The
Issuer and the Guarantors shall pay all Registration Expenses in connection
with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement.


 


(d)           An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC.  A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC or is automatically effective upon filing with the SEC as provided by Rule 462
under the Securities Act.


 


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In the event that either the
Exchange Offer is not completed or the Shelf Registration Statement, if
required pursuant to Section 2(b) hereof, does not become effective
on or prior to March 11, 2009 (the “Target Registration Date”) the
interest rate on the Registrable Securities will be increased by 0.25% per
annum for the first 90-day period and will increase by an additional 0.25% per
annum with respect to each subsequent 90-day period, until the Exchange Offer
is completed, the Shelf Registration Statement, if required hereby, becomes
effective, or the obligation to conduct the Exchange Offer and/or file the
Shelf Registration Statement terminates pursuant to Section 2(g), at which
time, in each case, the interest rate on the Registrable Securities shall
revert to the original interest rate on the Closing Date; provided, however,
that in no event will such additional interest exceed 1.00% per annum.


 


If the Shelf Registration
Statement, if required hereby, has become effective and thereafter either
ceases to be effective or the Prospectus contained therein ceases to be usable,
in each case whether or not permitted by this Agreement, at any time during the
Shelf Effectiveness Period, and such failure to remain effective or usable
exists for more than 30 days (whether or not consecutive) in any 12-month
period, then the interest rate on the Registrable Securities will be increased
by 0.25% per annum for the first 90-day period commencing on the 31st day in
such 12-month period, and will increase by an additional 0.25% per annum with
respect to each subsequent 90-day period, and ending on such date that the
Shelf Registration Statement has again become effective or the Prospectus again
becomes usable, at which time, the interest rate on the Registrable Securities
shall revert to the original interest rate on the Closing Date; provided,
however, that in no event will such additional interest exceed 1.00% per
annum.


 


(e)           Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Issuer and the Guarantors acknowledge that any failure by the Issuer or the
Guarantors to comply with their obligations under Section 2(a) and 

Section 2(b) 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 the Issuer’s
and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


(f)            The
Issuer represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to
any Free Writing Prospectus without the prior written consent of JPMorgan.


 


(g)           Notwithstanding
the foregoing, the obligation of the Issuer and the Guarantors to effect the
Exchange Offer and/or file a Shelf Registration Statement pursuant to Section 2(a) and
Section 2(b) shall terminate on the date that is two years after the
date of this Agreement if such Exchange Offer and/or filing of a Shelf
Registration Statement should not have occurred prior to such time.


 


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3.             Registration
Procedures.  (a) In connection
with their obligations pursuant to Section 2(a) and Section 2(b) hereof,
the Issuer and the Guarantors shall as promptly as practicable:


 


(i)            prepare
and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (x) shall be selected by the Issuer and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available
for the sale of the Registrable Securities by the Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith; and use their commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective for the
applicable period in accordance with Section 2 hereof;


 


(ii)           prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof
and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under
the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities
Act that is applicable to transactions by brokers or dealers with respect to
the Registrable Securities or Exchange Securities;


 


(iii)          in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, to counsel for the Initial Purchasers, to counsel for such Holders
and to each Underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus or preliminary
prospectus, and any amendment or supplement thereto, as such Holder, counsel or
Underwriter may reasonably request in order to facilitate the sale or other
disposition of the Registrable Securities thereunder; and the Issuer and the
Guarantors consent to the use of such Prospectus, preliminary prospectus and
any amendment or supplement thereto in accordance with applicable law by each
of the Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus, preliminary prospectus or any
amendment or supplement thereto in accordance with applicable law;


 


(iv)          use
their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement becomes effective; cooperate with such Holders in
connection with any filings required to be made with the Financial Industry
Regulatory Authority; and do any and all other acts and things that may be
reasonably necessary or advisable to enable each Holder to complete the
disposition in each such jurisdiction of the Registrable Securities owned by
such Holder; provided that neither the Issuer nor any Guarantor shall be
required to (1) qualify as a foreign corporation or other entity or as a
dealer in securities in any such jurisdiction where it would not otherwise be
required to so qualify, (2) file any general 


 


9

















 


consent to service of process in any such
jurisdiction or (3) subject itself to taxation in any such jurisdiction if
it is not so subject;


 


(v)           notify
counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders
promptly and, if requested by any such Holder or counsel, confirm such advice
in writing (1) when a Registration Statement has become effective, when
any post-effective amendment thereto has been filed and becomes effective and
when any amendment or supplement to the Prospectus has been filed, (2) of
any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement or Prospectus or for additional
information after the Registration Statement has become effective, (3) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, including the receipt by the Issuer of any
notice of objection of the SEC to the use of a Shelf Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Securities Act, (4) if, between the applicable effective date of a
Shelf Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Issuer or any
Guarantor contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the
Issuer or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of
the happening of any event during the period a Registration Statement is
effective that makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or that requires the making of
any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading and (6) of any determination by the
Issuer or any Guarantor that a post-effective amendment to a Registration
Statement or any amendment or supplement to the Prospectus would be
appropriate;


 


(vi)          use
their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a
Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2),
including by filing an amendment to such Shelf Registration Statement on the
proper form, at the earliest possible moment and provide immediate notice to
each Holder of the withdrawal of any such order or such resolution;


 


(vii)         in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without any documents
incorporated therein by reference or exhibits thereto, unless requested in
writing);


 


(viii)        in
the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends and enable such Registrable Securities to be issued in such
denominations and registered in 


 


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such names (to the extent the delivery of
securities is consistent with the provisions of the Indenture) as such Holders
may reasonably request at least three Business Days prior to the closing of any
sale of Registrable Securities;


 


(ix)           in
the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use their commercially reasonable
efforts to prepare and file with the SEC a supplement or post-effective
amendment to such Shelf Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered (or, to the extent permitted by law, made
available) to purchasers of the Registrable Securities, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Issuer and
the Guarantors shall notify the Holders of Registrable Securities to suspend
use of the Prospectus as promptly as practicable after the occurrence of such
an event, and such Holders hereby agree to suspend use of the Prospectus until
the Issuer and the Guarantors have amended or supplemented the Prospectus to
correct such misstatement or omission;


 


(x)            a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or of any document that is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities and their counsel) and make
such of the representatives of the Issuer and the Guarantors as shall be
reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders of Registrable Securities
or their counsel) available for discussion of such document at reasonable times
and upon reasonable prior notice; and the Issuer and the Guarantors shall not,
at any time after initial filing of a Registration Statement, use or file any
Prospectus, any amendment of or supplement to a Registration Statement or a
Prospectus, or any document that is to be incorporated by reference into a
Registration Statement or a Prospectus, of which the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the Holders
of Registrable Securities and their counsel) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) shall reasonably object;


 


(xi)           obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the initial effective date of a Registration
Statement;


 


(xii)          cause
the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the
case may be; cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use
their commercially reasonable 


 


11

















 


efforts to cause the Trustee to execute, all
documents as may be reasonably required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner;


 


(xiii)         in
the case of a Shelf Registration, make reasonably available for inspection at a
location where they are normally kept and during normal business hours by a
representative of the Holders of the Registrable Securities (an “Inspector”),
any Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, any attorneys and accountants designated by a majority
of the Holders of Registrable Securities to be included in such Shelf
Registration and any attorneys and accountants designated by such Underwriter,
at reasonable times and in a reasonable manner, all pertinent financial and
other records, documents and properties of the Parent and its subsidiaries, and
use reasonable efforts to cause the respective officers, directors and
employees of the Issuer and the Guarantors to supply all information reasonably
requested by any such Inspector, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement, in each case, as is customary
for similar “due diligence” examinations; provided that any information
that is provided by the Issuer shall be kept confidential by such persons,
unless disclosure thereof is made in connection with a court, administrative or
regulatory proceeding or required by law, or such information has become
available to the public generally through the Issuer or through a third party
without an accompanying obligation of confidentiality, or the Issuer consents
to the non-confidential treatment of such information;


 


(xiv)        in
the case of a Shelf Registration, use their commercially reasonable efforts to
cause all Registrable Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued or guaranteed by
the Issuer or any Guarantor are then listed if requested by the Majority Holders,
to the extent such Registrable Securities satisfy applicable listing
requirements;


 


(xv)         if
reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein in accordance with the terms
of this Agreement and make all required filings of such Prospectus supplement
or such post-effective amendment as soon as the Issuer has received
notification of the matters to be so included in such filing;


 


(xvi)        in
the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by
the Holders of a majority in principal amount of the Registrable Securities
covered by a Shelf Registration Statement) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to,
an Underwritten Offering and in such connection, (1) to the extent
possible, make such representations and warranties to the Holders and any
Underwriters of such Registrable Securities with respect to the business of the
Parent and its subsidiaries and the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in 


 


12

















 


underwritten offerings and confirm the same
if and when reasonably requested, (2) obtain opinions of counsel to the
Issuer and the Guarantors (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort”
letters from the independent certified public accountants of the Issuer and the
Guarantors (and, if necessary, any other certified public accountant of any
subsidiary of the Issuer or any Guarantor, or of any business acquired by the
Issuer or any Guarantor for which financial statements and financial data are
or are required to be included in the Registration Statement) addressed to each
selling Holder (to the extent permitted by applicable professional standards)
and Underwriter of Registrable Securities, such letters to be in customary form
and covering matters of the type customarily covered in “comfort” letters in
connection with underwritten offerings, including but not limited to financial
information contained in any preliminary prospectus or Prospectus and (4) deliver
such documents and certificates as may be reasonably requested by the Holders
of a majority in principal amount of the Registrable Securities being sold or
the Underwriters, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and
warranties of the Issuer and the Guarantors made pursuant to clause (1) above
and to evidence compliance with any customary conditions contained in an
underwriting agreement; and


 


(xvii)       until
the Issuer and the Guarantors shall have complied with all of their obligations
under Section 2 of this Agreement, cause each Additional Guarantor upon
the creation or acquisition by the Issuer of such Additional Guarantor, to
execute a counterpart to this Agreement in the form attached hereto as Annex A
and to deliver such counterpart, together with an opinion of counsel as to the
enforceability thereof against such entity, to the Initial Purchasers no later
than five Business Days following the execution thereof.


 


(b)           In
the case of a Shelf Registration Statement, the Issuer may require each Holder
of Registrable Securities to furnish to the Issuer such information regarding
such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Issuer and the Guarantors may from time to time reasonably
request in writing, and the Issuer may exclude from such registration the
Registrable Securities of any Holder that unreasonably fails to furnish such
information within 20 Business Days after receiving such request, without
prejudice to that Holder’s right to request participation in subsequent
amendments to or filings of a Shelf Registration Statement.


 


(c)           In
the case of a Shelf Registration Statement, each Holder of Registrable
Securities covered in such Shelf Registration Statement agrees that, upon
receipt of any notice from the Issuer and the Guarantors of the happening of
any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof
and, if so directed by the Issuer and the Guarantors, such Holder will deliver
to the Issuer and the Guarantors all copies in its 


 


13

















 


possession, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable
Securities that is current at the time of receipt of such notice.


 


(d)           If
the Issuer and the Guarantors shall give any notice to suspend the disposition
of Registrable Securities pursuant to a Registration Statement, the Issuer and
the Guarantors shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement 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 the Holders of such Registrable Securities shall
have received copies of the supplemented or amended Prospectus necessary to
resume such dispositions.  The Issuer and
the Guarantors may suspend the effectiveness of the Shelf Registration Statement
by written notice to the Holders for a period not to exceed an aggregate of 30
days in any 90-day period and such suspensions shall not exceed an aggregate of
90 days in any 360-day period; provided that the Issuer may not suspend
the effectiveness of the Shelf Registration Statement to avoid its obligations
hereunder.


 


(e)           The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each
an “Underwriter”) that will administer the offering will be selected by
the Holders of a majority in principal amount of the Registrable Securities
included in such offering, subject to the approval of the Company, which
approval shall not be unreasonably withheld.


 


4.             Participation
of Broker-Dealers in Exchange Offer. 
(a)  The Staff has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”)
may be deemed to be an “underwriter” within the meaning of the Securities Act
and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Securities.


 


The Issuer and the Guarantors
understand that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
(or, to the extent permitted by law, made available to purchasers) to satisfy
their prospectus delivery obligation under the Securities Act in connection
with resales of Exchange Securities for their own accounts, so long as the
Prospectus otherwise meets the requirements of the Securities Act.


 


(b)           In
light of the above, and notwithstanding the other provisions of this Agreement,
the Issuer and the Guarantors agree to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement for a period of up to
180 days 


 


14

















 


after the last Exchange Date (as such period
may be extended pursuant to Section 3(d) of this Agreement), if
requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above.  The Issuer and the Guarantors further agree
that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this Section 4.


 


(c)           The
Initial Purchasers shall have no liability to the Issuer, any Guarantor or any
Holder with respect to any request that they may make pursuant to Section 4(b) above.


 


5.             Indemnification
and Contribution.  (a)  The
Issuer and each Guarantor, jointly and severally, agree to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates,
directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, legal
fees and other reasonable expenses incurred in connection with any suit, action
or proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any Registration
Statement or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or (2) any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus, any Free Writing
Prospectus or any “issuer information” (“Issuer Information”) filed or
required to be filed pursuant to Rule 433(d) under the Securities
Act, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in each case, except insofar as such losses, claims, damages or
liabilities arise out of, or are based upon, any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to any Initial Purchaser, or information relating
to any Holder furnished to the Issuer in writing through JPMorgan, or any
selling Holder expressly for use therein. 
In connection with any Underwritten Offering permitted by Section 3,
the Issuer and the Guarantors, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates
and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.


 


(b)           Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Issuer, the Guarantors, the Initial Purchasers and the other selling Holders,
the directors of the Issuer and the Guarantors, each officer of the Issuer and
the Guarantors who signed the Registration Statement and each Person, if any,
who controls 


 


15

















 


the Issuer, the Guarantors, any Initial
Purchaser and any other selling Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as
the indemnity set forth in paragraph (a) above, but only with respect to
any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to such
Holder furnished to the Issuer in writing by such Holder expressly for use in
any Registration Statement and any Prospectus.


 


(c)           If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph (a) or
(b) above, such Person (the “Indemnified Person”) shall promptly
notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to
an Indemnified Person otherwise than under this Section 5.  If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such proceeding and shall pay the fees and expenses of
such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. 
It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for
any Holder, its directors and officers and any control Persons of such Holder
shall be designated in writing by the Majority Holders and (z) in all
other cases shall be designated in writing by the Issuer.  The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying 


 


16

















 


Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment.  Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an
Indemnifying Person reimburse the Indemnified Person for fees and expenses of
counsel as contemplated by this paragraph, the Indemnifying Person shall be
liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 45 days after
receipt by the Indemnifying Person of such request and (ii) the
Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Person.


 


(d)           If
the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuer and the Guarantors from the offering of the Securities and the
Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the
other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) but also the
relative fault of the Issuer and the Guarantors on the one hand and the Holders
on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative
fault of the Issuer and the Guarantors on the one hand and the Holders on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Issuer and the Guarantors or by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


(e)           The
Issuer, the Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any 


 


17

















 


such action or claim.  Notwithstanding the provisions of this Section 5,
(i) in no event shall a Holder be required to contribute any amount in
excess of the amount by which the total price at which the Securities or Exchange
Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission and (ii) no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  For purposes of paragraphs (d) and (e) of
this Section 5, each person, if any, who controls a Holder within the
meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act shall have the same rights to contribution as such Holder, and
each person, if any, who controls the Issuer or the Guarantors within the
meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act shall have the same rights to contribution as the Issuer or the
Guarantors, subject in each case to clauses (i) and (ii) of this Section 5(e).  The Holders’ obligations to contribute
pursuant to this Section 5 are several and not joint.


 


(f)            The
remedies provided for in this Section 5 are not exclusive and shall not
limit any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g)           The
indemnity and contribution provisions contained in this Section 5 shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers or any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Issuer or the Guarantors or
the officers or directors of or any Person controlling the Issuer or the
Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any
sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.             General.


 


(a)           No Inconsistent Agreements.  The Issuer and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders hereunder do
not in any way conflict with and are not inconsistent with the rights granted
to the holders of any other outstanding securities issued or guaranteed by the
Issuer or any Guarantor under any other agreement and (ii) neither the
Issuer nor any Guarantor has entered into, or on or after the date of this
Agreement will enter into, any agreement that is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.


 


(b)           Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Issuer and the Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement,
waiver or consent to any departure from the provisions of Section 5 hereof
shall be effective as against any Holder of Registrable 


 


18

















 


Securities unless consented to in writing by
such Holder.  Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto.


 


(c)           Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered or certified first-class
mail (return receipt requested), telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given
by such Holder to the Issuer by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect
to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if
to the Issuer and the Guarantors, initially at the Issuer’s address set forth
in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).  All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(d)           Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without
the need for an express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Securities in violation of the terms of the Purchase Agreement
or the Indenture.  If any transferee of
any Holder shall acquire Registrable Securities in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held
subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Issuer or the
Guarantors with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this
Agreement.


 


(e)           Third Party Beneficiaries.  Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Issuer and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.


 


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so 


 


19

















 


executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
signature page by facsimile transmission or other electronic imaging means
shall be as effective as delivery of a manually executed counterpart of this
Agreement.


 


(g)           Headings. 
The headings in this Agreement are for convenience of reference only,
are not a part of this Agreement and shall not limit or otherwise affect the
meaning hereof.


 


(h)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


(i)            Entire Agreement; Severability.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto.  If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.  The Issuer, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations
to replace the invalid, void or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
void or unenforceable provisions.


 


20
















 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	
   

  	
  SCIENTIFIC GAMES

  INTERNATIONAL, INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOTOTE ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  Vice President, General Counsel and Secretary

  
					



 


21

















 


	
   

  	
  SCIENTIFIC GAMES SA, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MDI ENTERTAINMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  Scientific Games International,

  Inc., as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Vice President, General Counsel 
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES RACING, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  Scientific Games International,

  Inc., as Sole Member,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Vice President, General Counsel 
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRACKPLAY LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  Scientific Games Racing, LLC as

  Sole Member of Trackplay LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
    Scientific Games International,

    Inc., as Sole Member of

    Scientific Games Racing, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
    Title:

  	
  Vice President, General Counsel 
  and Secretary

  
								



 


22

















 


	
   

  	
  SG RACING, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOTOTE GAMING, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
   

  	
    Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
    Title:

  	
  Vice President and Secretary

  
					



 


23

















 


Confirmed and accepted as of the date first above written:


 


	
  J.P. MORGAN
  SECURITIES INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Harold
  F. Thiessen

  	
   

  
	
   

  	
  Name:

  	
  Harold F.
  Thiessen

  	
   

  
	
   

  	
  Title 

  	
  Executive
  Director

  	
   

  
	
   

  
	
   

  
	
  BANC OF
  AMERICA SECURITIES LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ John Kokinos

  	
   

  
	
   

  	
  Name:

  	
  John Kokinos

  	
   

  
	
   

  	
  Title 

  	
  Managing
  Director

  	
   

  
	
   

  
	
   

  
	
  UBS
  SECURITIES LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Doug
  Lyon

  	
   

  
	
   

  	
  Name:

  	
  Doug Lyon

  	
   

  
	
   

  	
  Title 

  	
  Executive
  Director

  	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Andy
  Chion

  	
   

  
	
   

  	
  Name:

  	
  Andy Chion

  	
   

  
	
   

  	
  Title 

  	
  Director

  	
   

  
					



 


 


For themselves and on behalf of the

several Initial Purchasers listed in

Schedule 1 to the Purchase Agreement.


 


24

















 


Annex A


 


Counterpart to Registration Rights Agreement


 


The undersigned hereby
absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined
in the Registration Rights Agreement, dated as of June 11, 2008 by and
among the Issuer, a Delaware corporation, the Guarantors party thereto and J.P.
Morgan Securities Inc., Banc of America Securities LLC and UBS Securities LLC,
on behalf of themselves and the other Initial Purchasers) to be bound by the
terms and provisions of such Registration Rights Agreement.


 


IN WITNESS WHEREOF, the
undersigned has executed this counterpart as of
                              .


 


 


	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1