Exhibit 4.3(a)


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.  THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN 


 

















 


OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  IN THE CASE OF REGULATION S NOTES: BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.


 

















 


	
  No. 001

  	
   

  	
  $199,325,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No.     80874YAA8

  
	
   

  	
   

  	
  ISIN No. US80874YAA82

  
	
   

  	
   

  	
   

  



7.875%
Senior Subordinated Notes due
2016


 


Scientific Games
International, Inc., a Delaware corporation, promises to pay to Cede &
Co. or registered assigns, the
principal sum of ONE HUNDRED NINETY-NINE MILLION THREE HUNDRED TWENTY-FIVE
THOUSAND Dollars as such sum may be increased or reduced as reflected on the
records of the Trustee in accordance with the Indenture on June 15, 2016.


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates:  June 1 and December 1 


 


Additional provisions of
this Security are set forth on the other side of this Security.


 


	
  SCIENTIFIC GAMES INTERNATIONAL, INC.

  	
   

  
	
   

  
	
  By 

  	
   /s/ DeWayne E. Laird

  	
   

  
	
   

  	
   Name: DeWayne E. Laird

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE OF

  AUTHENTICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE
  BANK OF NOVA SCOTIA TRUST

  COMPANY OF NEW YORK



  	
   

  
	
   

  	
  as Trustee, certifies 

  	
   

  
	
   

  	
  that this is one of

  	
   

  
	
   

  	
  the Securities referred

  	
   

  
	
   

  	
  to in the Indenture.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   /s/ Warren Goshine

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
				



 

















 


7.875% Senior Subordinated Notes due 2016


 


1.     Interest


 


SCIENTIFIC GAMES
INTERNATIONAL, INC., a Delaware corporation (the “Issuer”), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above; provided, however, that if (i) either the Exchange
Offer (as defined in the Registration Rights Agreement) is not completed or the
Shelf Registration Statement, if required pursuant to Section 2(b) of
the Registration Rights Agreement, does not become effective on or prior to March 11,
2009  (the “Target Registration Date”) or
(ii) the Shelf Registration Statement, if required by the Registration
Rights Agreement, has become effective and thereafter either ceases to be effective
or the Prospectus (as defined in the Registration Rights Agreement) contained
therein ceases to be usable, in each case whether or not permitted by the
Registration Rights Agreement, at any time during the Shelf Effectiveness
Period (as defined in the Registration Rights Agreement), and such failure to
remain effective or usable exists for more than 30 days (whether or not
consecutive) in any 12-month period (each such event referred to in clauses (i) and
(ii), a “Registration Default”), additional interest will accrue on this
Security at a rate of 0.25% per annum (increasing by an additional 0.25% per
annum after each consecutive 90-day period that occurs after the date on which
such Registration Default occurs up to a maximum additional interest rate of
1.00%) from and including the date on which any such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured. All references in this Security and in the Indenture to interest payable
on any Security shall include any such additional interest.  The Issuer will pay interest semi-annually on
June 15 and December 15 of each year (each an “Interest Payment Date”),
commencing December 15, 2008. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from June 11, 2008. Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


The Issuer shall pay
interest at the rate of interest then borne by the Securities on overdue
installments of principal and on overdue installments of interest to the extent
lawful as provided in the Indenture.


 


2.     Method of Payment


 


The Issuer shall pay
interest on the Securities (except defaulted interest) to the Persons who are
the registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Securities are cancelled after
such Record Date and before the corresponding Interest Payment Date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts (“U.S.
Legal Tender”). However, the Issuer may pay principal and interest by wire
transfer of federal funds, or interest by check payable in such U.S. Legal
Tender. The Issuer may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder’s registered address.


 

















 


3.     Paying Agent and Registrar


 


Initially, The Bank of Nova
Scotia Trust Company of New York (the “Trustee”) will act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice
to the Holders. The Issuer, the Company or any of the Company’s Subsidiaries
may act as Registrar or Paying Agent.


 


4.     Indenture


 


The Issuer issued the
Securities under an Indenture, dated as of June 11, 2008 (the “Indenture”),
by and among the Issuer, the Guarantors named therein and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA and as it may be amended from time to
time. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of them. The Securities are senior subordinated obligations
of the Issuer initially limited in aggregate principal amount to $200,000,000
on the Issue Date, and, subject to compliance with Section 4.04 of the
Indenture, unlimited in aggregate principal amount thereafter.


 


5.     Optional Redemption


 


On and after June 15,
2012, the Issuer will be entitled, at its option on one or more occasions, to
redeem all or any portion of the Securities upon not less than 30 nor more than
60 days’ notice, at the following redemption prices (expressed as percentages
of the principal amount thereof) if redeemed during the twelve-month period
commencing on June 15 of the years set forth below, plus, in each case,
accrued and unpaid interest to the Redemption Date:


 


	
  Period

  	
   

  	
  Percentage

  	
   

  
	
  2012

  	
   

  	
  103.938

  	
  %

  
	
  2013

  	
   

  	
  101.969

  	
  %

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


6.     Optional Redemption upon Equity Offering


 


On or prior to June 15,
2011, the Issuer may, at its option on one or more occasions, redeem up to 35%
of the initially outstanding aggregate principal amount of the Securities
(which includes Additional Securities, if any) with the net cash proceeds
contributed to the capital of the Issuer from one or more Equity Offerings, at
a redemption price equal to 107.875% of the principal amount thereof, plus
accrued and unpaid interest to the date of redemption; provided, however,
that:


 

















 


(1)           at least 65% of the initially outstanding aggregate
principal amount of the Securities (which includes Additional Securities, if
any) remains outstanding immediately after any such redemption; and


 


(2)           each such redemption occurs within 120 days after the date
of the related Equity Offering.


 


As used in the preceding
paragraph, “Equity Offering” means any private or public offering of Qualified
Capital Stock of the Company.


 


7.     Redemption at Make-Whole Premium


 


At any time prior to June 15,
2012, the Issuer may redeem all or any portion of the Securities on one or more
occasions upon not less than 30 nor more than 60 days’ notice at a redemption
price equal to 100% of the principal amount of the Securities redeemed plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, the date
of redemption subject to the rights of Holders of Securities on the relevant
Record Dates occurring prior to the Redemption Date to receive interest due on
the relevant Interest Payment Date.


 


As used in the preceding
paragraph the following terms have the following meanings:


 


“Applicable Premium” means,
with respect to any Security on any Redemption Date, the greater of:


 


(a) 1.0% of the
principal amount of such Security; and


 


(b) the excess, if any,
of:


 


(1) the present value
at such Redemption Date of (i) the Redemption Price of the Security at June 15,
2012 (such Redemption Price being set forth in the table appearing under
Paragraph 5 of the Securities) plus (ii) all required interest payments
due on the Security through June 15, 2012 (excluding accrued but unpaid
interest to the Redemption Date), computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points; over


 


(2) the principal
amount of the Security.


 


“Treasury Rate” means, as of
any Redemption Date, the yield to maturity as of such Redemption Date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the Redemption
Date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the Redemption Date to June 15, 2012; provided that, if the period
from the Redemption Date to such date is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used. 
The United States Treasury security used to calculate the Treasury Rate
shall be selected by the Quotation Agent.


 

















 


“Quotation Agent” means a
nationally recognized investment banking firm selected by the Company that is a
primary U.S. Government securities dealer.


 


8.     Disposition or Regulatory Redemption
Pursuant to Gaming Laws


 


At any time any Holder or
beneficial owner of Securities is determined to be a Disqualified Holder, then
the Issuer will have the right, at its option:


 


(1)           to require such Holder or beneficial owner to dispose of
all or a portion of its Securities within 60 days (or such earlier date as may
be required by the applicable Gaming Authority) of receipt of the relevant
notice of finding by the applicable Gaming Authority; or


 


(2)           to redeem all or a portion of the Securities of such
Holder or beneficial owner upon not less than 30 nor more than 60 days’ notice
at a Redemption Price equal to the lesser of:


 


(a)           the principal amount thereof, and


 


(b)           the price at which such Holder or beneficial owner
acquired the Securities,


 


together with, in the case
of either clause (a) or (b), accrued and unpaid interest to the earlier of
the date of redemption or the date of the denial of license or qualification or
of the finding of unsuitability by such Gaming Authority (subject to the rights
of Holders of Securities on the relevant Record Dates occurring prior to such
Redemption Date to receive interest due on the relevant Interest Payment Date);
provided, however, that if such Gaming Authority restricts the Redemption Price
to a lesser amount then such lesser amount will be the Redemption Price.


 


Immediately upon a
determination by a Gaming Authority that a Holder or beneficial owner of
Securities (or an Affiliate thereof) will not be licensed, qualified or found
suitable or is denied a license, qualification or finding of suitability, the
Holder or beneficial owner will, to the extent required by applicable Gaming
Laws, have no further rights with respect to the Securities to:


 


(1)           exercise, directly or indirectly, through any person, any
right conferred by the Securities; or


 


(2)           receive any interest or any other distribution or payment
with respect to the Securities, except the redemption price.


 


The Issuer will notify the
Trustee in writing of any such redemption as soon as practicable.  The Holder or beneficial owner (or an
Affiliate thereof) applying for a license, qualification or a finding of
suitability must pay all costs of the licensure or investigation for such
qualification or finding of suitability.


 


As used in the preceding
paragraph the following terms have the following meanings:


 

















 


“Disqualified Holder” means
any Holder or beneficial owner of the Securities (i) who is requested or
required pursuant to any Gaming Law to appear before, or submit to the
jurisdiction of, or provide information to, any Gaming Authority and either
refuses to do so or otherwise fails to comply with such request or requirement
within a reasonable period of time or (ii) who is determined or shall have
been determined by any Gaming Authority not to be suitable or qualified with
respect to holding the Securities.


 


“Gaming Authority” means any
government, court, or federal, state, local, international or foreign
governmental, administrative or regulatory or licensing body, agency, authority
or official, which regulates or has authority over, including to issue or grant
a license, contract, franchise or regulatory approval with respect to, any form
of gaming activities (or proposed gaming activities) and related activities conducted
by the Issuer or any of its Affiliates, including, without limitation, lottery,
pari-mutuel wagering, sports wagering and video gaming activities.


 


“Gaming Law” means any
federal, state, local, international or foreign law, statute, order, ordinance
or interpretation pursuant to which any Gaming Authority possesses or asserts
regulatory or licensing authority over gaming and related activities.


 


9.     Notice of Redemption


 


Notice of redemption will be
sent, by first class mail, postage prepaid, at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at such Holder’s registered address. Securities in denominations larger than
$2,000 may be redeemed in part.


 


Except as set forth in the
Indenture, if monies for the redemption of the Securities called for redemption
shall have been deposited with the Paying Agent for redemption on such
Redemption Date, then, unless the Issuer defaults in the payment of such
Redemption Price plus accrued and unpaid interest, if any, the Securities
called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Securities will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any, to the Redemption Date.


 


10.   Offers to Purchase


 


Sections 4.15 and 4.16 of
the Indenture provide that upon the occurrence of a Change of Control (as
defined in the Indenture) and after certain Asset Sales (as defined in the
Indenture), and subject to further limitations contained therein, the Issuer
will make an offer to purchase certain amounts of the Securities in accordance
with the procedures set forth in the Indenture.


 


11.   Denominations; Transfer; Exchange


 


The Securities are in
registered form, without coupons, in denominations of $2,000 and greater
integral multiples of $1,000. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as 


 

















 


permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities or portions
thereof (i) during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Securities and ending at the
close of business on the day of such mailing and (ii) selected for
redemption, except the unredeemed portion of any Security being redeemed in
part.


 


12.   Persons Deemed Owners


 


The registered Holder of
this Security shall be treated as the owner of it for all purposes.


 


13.   Unclaimed Funds


 


If funds for the payment of
principal or interest remain unclaimed for one year, the Trustee and the Paying
Agent will repay the funds to the Issuer at its request. After that, all
liability of the Trustee and such Paying Agent with respect to such funds shall
cease.


 


14.   Legal Defeasance and Covenant Defeasance


 


The Issuer may be discharged
from its Obligations under the Indenture and the Securities except for certain
provisions thereof, and may be discharged from its Obligations to comply with
certain covenants contained in the Indenture and the Securities, in each case
upon satisfaction of certain conditions specified in the Indenture.


 


15.   Amendment; Supplement; Waiver


 


Subject to certain
exceptions, the Indenture and the Securities may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities then outstanding, and any existing Default
or Event of Default or compliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the Securities
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture and the Securities to, among
other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Securities in addition to or in place of certificated Securities
or comply with any requirements of the Commission in connection with the
qualification of the Indenture under the TIA, or make any other change that
does not adversely affect the rights of any Holder in any material respect.


 


16.   Restrictive Covenants


 


The Indenture contains
certain covenants that, among other things, limit the ability of the Company
and its Restricted Subsidiaries to incur additional Indebtedness, create
certain liens, pay dividends or make certain other restricted payments,
consummate certain asset sales, enter into certain transactions with affiliates
and merge or consolidate with any other person or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the assets of
the Issuer or the Company. The limitations are subject to a number of important
qualifications and exceptions. The Issuer must annually report to the Trustee
on compliance with such covenants.


 

















 


17.   Subordination


 


The Indebtedness evidenced
by the Securities is, to the extent and in the manner provided in the
Indenture, subordinated in right of payment to the prior payment in full in
cash of all Senior Debt, and this Security is issued subject to such
provisions. Each Holder of this Security, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints
the Trustee attorney-in-fact of such Holder for such purpose.


 


18.   Defaults and Remedies


 


If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of Securities then outstanding may declare the
principal of and accrued interest on all the Securities to be due and payable
immediately in the manner and with the effect provided in the Indenture.
Holders of Securities may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee is not obligated to enforce the
Indenture or the Securities unless it has received indemnity satisfactory to
it. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Securities then
outstanding to direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Securities notice of certain continuing
Defaults or Events of Default if it determines that withholding notice is in
their interest.


 


19.   Trustee Dealings with Issuer


 


The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Issuer, the Company, the
Subsidiaries of the Company or their respective Affiliates as if it were not
the Trustee.


 


20.   No Recourse Against Others


 


No stockholder, director,
officer, employee or incorporator, as such, of the Issuer shall have any
liability for any obligation of the Issuer under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
Obligations or their creation. Each Holder of a Security by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Securities.


 


21.   Authentication


 


This Security shall not be
valid until the Trustee or authenticating agent signs the certificate of
authentication on this Security by its manual signature.


 


22.   Guarantees


 


The payment by the Issuer of
the principal of and interest on the Securities is fully and unconditionally
guaranteed on a joint and several senior subordinated basis by each of the
Guarantors to the extent set forth in the Indenture.


 














 


23.   Abbreviations


 


Customary
abbreviations may be used in the name of a Holder of a Security or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


24.   CUSIP Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused a CUSIP number to be printed on the
Securities as a convenience to the Holders. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be
placed only on the other identification numbers printed hereon.


 


25.   Holders’ Compliance with Registration
Rights Agreement


 


Each Holder of
a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, including the obligations of the Holders
with respect to a registration and the indemnification of the Issuer to the
extent provided therein.


 


The Issuer
will furnish to any Holder of a Security upon written request and without
charge a copy of the Indenture and the Registration Rights Agreement. Requests
may be made to: Scientific Games International, Inc., c/o Scientific Games
Corporation, 750 Lexington Avenue, 25th Floor, New York, New York 10022, Attn:
Chief Financial Officer.


 


26.   Governing Law


 


This Security
and the Indenture shall be governed by and construed in accordance with the
laws of the State of New York, but without giving effect to applicable
principles of conflicts of laws to the extent that the application of the law
of another jurisdiction would be required thereby. Each of the parties hereto
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Security.


 

















 


ASSIGNMENT FORM


 


To assign this Security, fill in the form
below:


 


I or we assign and transfer this Security to


 


	
   

  
	
  (Print or type assignee’s name, address and zip code)

  
	
   

  
	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. No.)

  



 


and irrevocably
appoint                           agent
to transfer this Security on the books of the Issuer.  The agent may substitute another to act for
him.




 





 


	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  





 





 


Sign exactly as your name appears on the
other side of this Security.


 


In connection with any transfer of any of the
Securities evidenced by this certificate, the undersigned confirms that such
Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	
  1.

  	
   

  	
  o

  	
   

  	
  to the Issuer; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  o

  	
   

  	
  pursuant to an effective registration
  statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  o

  	
   

  	
  inside the United States to a “qualified
  institutional buyer” (as defined in Rule 144A under the Securities Act
  of 1933) that purchases for its own account or for the account of a qualified
  institutional buyer to whom notice is given that such transfer is being made
  in reliance on Rule 144A, in each case pursuant to and in compliance
  with Rule 144A under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  o

  	
   

  	
  outside the United States in an offshore
  transaction within the meaning of Regulation S under the Securities Act in
  compliance with Rule 904 under the Securities Act of 1933; or

  



 

















 


	
  5.

  	
   

  	
  o

  	
   

  	
  pursuant to the exemption from registration
  provided by Rule 144 under the Securities Act of 1933.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unless one
  of the boxes is checked, the Trustee will refuse to register any of the
  Securities evidenced by this certificate in the name of any person other than
  the registered holder thereof; provided, however, that if box
  (4) or (5) is checked, the Trustee shall be entitled to require,
  prior to registering any such transfer of the Securities, such legal
  opinions, certifications and other information as the Issuer has reasonably
  requested to confirm that such transfer is being made pursuant to an
  exemption from, or in a transaction not subject to, the registration
  requirements of the Securities Act of 1933.

   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Your Signature

  	
   

  
							



 


	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Signature Guarantee

  	
   

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 

















 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer and the
Guarantors as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Notice:

  	
  To be executed by

  an executive officer

  



 

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to
elect to have this Security purchased by the Issuer pursuant to Section 4.15
(Change of Control) or 4.16 (Asset
Sales) of the Indenture, check the box:


 


o  Change
of Control

o  Asset
Sales


 


If you want to
elect to have only part of this Security purchased by the Issuer pursuant to Section 4.15
or 4.16 of the Indenture, state the amount in principal amount:  $


 


	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears

  on the other side of this Security.)

  



 


	
  Signature Guarantee:

  	
   

  
	
  (Signature must be guaranteed)

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.