SCIENTIFIC GAMES CORPORATION


(formerly known as AUTOTOTE CORPORATION)


121⁄2% Senior
Subordinated Notes due 2010


 


 


SECOND SUPPLEMENTAL INDENTURE


Dated as of December 22, 2004


to


INDENTURE


Dated as of August 14, 2000










The Bank of New York



as Trustee


                                                                                                                


 


 





















 


SECOND SUPPLEMENTAL INDENTURE, dated as of December 22, 2004 (the “Supplemental
Indenture”), among Scientific Games Corporation (formerly known as Autotote
Corporation), a Delaware corporation (the “Company”), Scientific Games
Management Corporation (formerly known as Autotote Management Corporation),
Autotote International, Inc., Autotote Enterprises, Inc., Autotote Keno
Corporation, Autotote Gaming, Inc., Autotote Dominicana, Inc., Scientific Games
Holdings Corp. (“SG Holdings”), Scientific Games Finance Corporation (“SG
Finance”), Scientific Games (Greece), Inc. (“SG Greece”), Scientific Games
Acquisition, Inc. (“SG Acquisition”), Scientific Games Royalty Corporation (“SG
Royalty”) (collectively, the “Guarantors”) and Autotote Interactive, Inc. (“Interactive”),
Scientific Games Online Entertainment Systems, Inc. (“OES”), MDI Entertainment,
LLC (“MDI”), Scientific Games Racing, LLC (formerly known as Autotote Systems,
Inc., “SciGames Racing”), SG Racing, Inc. (“SG Racing”) and Scientific Games
International, Inc. (“SciGames International”) (collectively, the “Additional
Guarantors”) and The Bank of New York, a New York banking corporation, as trustee
(the “Trustee”).


WHEREAS, the Company,
certain of the Guarantors and the Trustee executed an Indenture, dated as of
August 14, 2000 (the “Indenture”), in respect of $150,000,000 aggregate
principal amount of 121⁄2% Senior Subordinated Notes due 2010;


WHEREAS, the Company, the
Guarantors and the Trustee executed a First Supplemental Indenture, dated as of
September 6, 2000 (the “First Supplemental Indenture”), to amend the Indenture
to add certain of the Guarantors as additional guarantors to the Indenture;


WHEREAS, Section 11.17 of
the Indenture requires that each of the Additional Guarantors execute and
deliver to the Trustee a Supplemental Indenture and thereby become a Guarantor
under the Indenture;


WHEREAS, all conditions
and requirements necessary to make this Supplemental Indenture a valid, binding
and legal instrument in accordance with its terms have been performed and
fulfilled and the execution and delivery hereof have been in all respects duly
authorized; and


WHEREAS, for all purposes
of this Supplemental Indenture, except as otherwise defined or unless the
context otherwise requires, terms used in capitalized form in this Supplemental
Indenture and defined in the Indenture have the meanings specified in the
Indenture.


NOW, THEREFORE, in
consideration of the above premises, each party agrees, for the benefit of the
other parties and for the equal and ratable benefit of the Holders of the
Securities, as follows:


 


 


 





















 


ARTICLE ONE



AMENDMENT


Section 1.01.  Amendment.  The
Company, the Guarantors and the Trustee hereby amend the Indenture and agree
that each of Interactive, OES, MDI, SciGames Racing, SG Racing and Autotote
International shall be a “Guarantor” under the Indenture.


ARTICLE TWO



MISCELLANEOUS PROVISIONS


Section 2.01.  Indenture. 
Except as amended hereby, the Indenture and the Securities are in all
respects ratified and confirmed and all their terms shall remain in full force
and effect.


Section 2.02.  Governing Law. 
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.


Section 2.03.  Successors. 
All agreements of the Company or of a Guarantor or Additional Guarantor
in this Supplemental Indenture shall bind its successors.  All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.


Section 2.04.  Multiple Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.


Section 2.05.  Effectiveness and Operativeness.  The provisions of this Supplemental Indenture
shall become effective, and the amendments provided for in Section 1.01 of this
Supplemental Indenture shall be operative, immediately upon the execution and
delivery by the Trustee of this Supplemental Indenture.


Section 2.06.  Trustee’s
Disclaimer.  The recitals contained
herein shall be taken as the statements of the Company, the Guarantors and the
Additional Guarantors and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture.


Section
2.07.  Trust Indenture Act Controls.  If any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision of this
Supplemental Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended (the “Act”), as in force at the date
this Supplemental Indenture is executed, the provision required by the Act
shall control.


 


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Section 2.08.  Effect of Headings. 
The Article and Section headings in this Supplemental Indenture are for
convenience only and shall not affect the construction of this Supplemental
Indenture.


(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


 


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SIGNATURES


IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, all as of the date first written
above.


 


	
   

  	
  The Company:

  
	
   

  	
  SCIENTIFIC GAMES CORPORATION

  (formerly known as Autotote Corporation)

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   /s/ DeWayne
  Laird

  	 

	
   

  	
   

  	
  Name: DeWayne Laird

  	 

	
   

  	
   

  	
  Title: Vice President of Finance and Chief Financial
  Officer

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  The Guarantors:

  	 

	
   

  	
  SCIENTIFIC GAMES MANAGEMENT CORPORATION
  (formerly known as Autotote

  Management Corporation)

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ DeWayne Laird

  	 

	
   

  	
   

  	
  Name: DeWayne Laird

  	 

	
   

  	
   

  	
  Title: Vice President

  	 




 


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  AUTOTOTE INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DeWayne Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUTOTOTE ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DeWayne Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOTOTE KENO CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ DeWayne
  Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AUTOTOTE GAMING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ DeWayne
  Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUTOTOTE DOMINICANA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DeWayne Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DeWayne Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


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  SCIENTIFIC GAMES FINANCE

  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Name: DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCIENTIFIC GAMES (GREECE), INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Name: DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCIENTIFIC GAMES ACQUISITION, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Name: DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCIENTIFIC GAMES ROYALTY CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Name: DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Additional Guarantors:

  	
   

  
	
   

  	
   

  	
  AUTOTOTE INTERACTIVE, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Name: DeWayne Laird

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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  SCIENTIFIC GAMES ONLINE

  ENTERTAINMENT SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ DeWayne
  Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MDI ENTERTAINMENT, LLC

  
	
   

  	
  By: 

  	
  Scientific Games International, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DeWayne Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES RACING, LLC

  
	
   

  	
  (formerly known as
  Autotote Systems, Inc.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Martin E.
  Schloss

  
	
   

  	
   

  	
  Name: Martin E. Schloss

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SG RACING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DeWayne Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President, Treasurer and Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ DeWayne
  Laird

  
	
   

  	
   

  	
  Name: DeWayne Laird

  
	
   

  	
   

  	
  Title: Vice President

  



 


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  The Trustee:

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie Salovitch-Miller

  
	
   

  	
   

  	
  Name: Julie Salovitch-Miller

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


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