EXHIBIT 4.1


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT dated November 5, 2009 (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. (“J.P. Morgan”), Banc of America Securities LLC, Credit
Suisse Securities (USA) LLC and Goldman, Sachs & Co. 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 October 29,
2009 (the “Purchase Agreement”), which provides for the sale by the
Issuer to the Initial Purchasers of $125,000,000 aggregate principal amount of
the Issuer’s 9.250% Senior Subordinated Notes due 2019 (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 

May 21, 2009, 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.


 


“J.P. Morgan” 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 Exchange Offer
Filing Date” shall have the meaning set forth in Section 2(a) hereof.


 


“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 (i) prepare and, not later
than 180 days after the Closing Date (the “Target Exchange Offer Filing Date”),
file with the SEC an Exchange Offer Registration Statement covering an offer to
the Holders to exchange all the Registrable Securities for Exchange Securities
and (ii) use their commercially reasonable efforts to cause such Exchange
Offer Registration Statement to become effective under the Securities Act and
keep such Exchange Offer Registration Statement 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 


 


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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


 


(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.


 


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(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 November 21, 2009 or (iii) any Holder of
Registrable Securities shall notify (a “Shelf Request”) the Issuer
within 20 Business Days 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.


 


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(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.


 


In
the event that either (i) the Exchange Offer Registration Statement is not
filed with the SEC on or prior to the Target Exchange Offer Filing Date or (ii) 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 August 2, 2010 (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
Registration Statement is filed (in the case of (i) above), the Exchange
Offer is completed or the Shelf Registration Statement (in the case of (ii) above),
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) (in the case of either (i) and (ii) above),
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, in the event that the chief executive officer of the Parent has
determined, in the good faith exercise of his reasonable business judgment,
that filing the Exchange Offer Registration Statement, or causing the
completion of the Exchange Offer or the effectiveness of the Shelf Registration
Statement would require the Issuer and the Guarantors to disclose a material
financing, acquisition, disposition or other corporate development and that
such disclosure is not in the best interests of the Issuer and the Guarantors,
the Target Exchange Offer Filing Date or the Target Registration Date, as
applicable, shall be suspended for up to 90 days as long as such condition
exists.


 


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


 


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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 J.P. Morgan.


 


(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.


 


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


 


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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
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


 


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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 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 


 


11

















 


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 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


 


12

















 


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 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


 


13

















 


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 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.


 


14

















 


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 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


 


15

















 


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
J.P. Morgan, 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 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


 


16

















 


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 J.P.
Morgan, (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 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


 


17

















 


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 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


 


18

















 


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 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.


 


19

















 


(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 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

  



 


Signature
Page to Registration Rights Agreement


 

















 


	
   

  	
  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:    V.P., 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

  



 


Signature
Page to Registration Rights Agreement


 

















 


	
   

  	
  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

  



 


Signature
Page to Registration Rights Agreement


 

















 


 


Confirmed
and accepted as of the date first above written:


 


	
  J.P. MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kenneth A. Lang

  	
   

  
	
   

  	
  Name:  Kenneth A. Lang

  	
   

  
	
   

  	
  Title:    Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Evan Ladouceur

  	
   

  
	
   

  	
  Name:  Evan Ladouceur

  	
   

  
	
   

  	
  Title     Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE SECURITIES (USA) LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Kamras

  	
   

  
	
   

  	
  Name:  Michael Kamras

  	
   

  
	
   

  	
  Title     Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GOLDMAN, SACHS & CO.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Goldman, Sachs & Co.

  	
   

  
	
   

  	
  (Goldman, Sachs &
  Co.)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  For themselves and on behalf of the

  	
   

  
	
  several Initial Purchasers listed in

  	
   

  
	
  Schedule 1 to the Purchase Agreement.

  	
   

  



 


Signature
Page to Registration Rights Agreement


 

















 


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 November 5, 2009 by and
among the Issuer, a Delaware corporation, the Guarantors party thereto and J.P.
Morgan Securities Inc. Banc of America Securities LLC, Credit Suisse Securities
(USA) LLC and Goldman, Sachs & Co., 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
                   ,
20        .


 


 


	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


A-1