**Exhibit 4.2**

 

AMENDMENT NO. 1 DATED September 15,1998 TO RIGHTS AGREEMENT, dated as of March 9,1998 between ALLIANCE GAMINGCORPORATION, a Nevada corporation, and AMERICAN STOCK TRANSFER & TRUSTCOMPANY as Rights Agent (the “Agreement”, terms defined therein havingthe same meanings when used herein).

 

Theparties desire to amend the Agreement as follows:

 

Section 1.Amendments.

 

1.1.                              Section 1 of the Agreement is amended byadding the following definition following the definition of “Common Stock”:

 

“Continuing Director” shall mean (i) any member of the Board ofDirectors, while such Person is a member of the Board of Directors, who is notan Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or arepresentative of an Acquiring Person, or of any such Affiliate or Associate,and was a member of the Board prior to the date of this Agreement, (ii) anyPerson who subsequently becomes a member of the Board of Directors, who is notan Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or arepresentative of an Acquiring Person or of any such Affiliate or Associate, ifsuch Person’s nomination for election or election to the Board of Directors isrecommended or approved by a majority of the Continuing Directors or (iii) anyPerson who has been a member of the Board of Directors for a period of a fullconsecutive year.”

 

1.2.                              Section 23(a) of the Agreement isamended by adding after the first sentence thereof the following:

 

“If the Board of Directors of the Corporation authorized redemption ofthe Rights in the circumstances set forth in this Section 23, then theremust be Continuing Directors then in office and such authorization shallrequire only the concurrence of a majority of such Continuing Directors if suchauthorization occurs on or after the date of a change (resulting from a proxyor consent solicitation) in a majority of the directors in office at thecommencement of such solicitation if any Person who is a participant in suchsolicitation has stated (or, if upon the commencement of such solicitation, amajority of the Board of Directors of the Corporation has determined in goodfaith) that such Person (or any of its Affiliates or Associates) intends totake, or may consider taking, any action which would result in such Personbecoming an Acquiring Person or which would cause the occurrence of an eventreferred to in Sections ll(a)(ii) or 13.”

 

Section 2.Miscellaneous. Except as herein provided, the Agreement shall remainunchanged and in full force and effect. This Amendment No. 1 may beexecuted in any number of counterparts, all of which taken together shallconstitute one and the same amendatory instrument and any of the parties heretomay execute this Amendment No. 1 by signing any such

 

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counterpart.This Amendment No. 1 shall be governed by, and construed in accordancewith, the law of the State of New York.

 

INWITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to beduly executed and delivered as of the day and year first above written.

 
|   | ALLIANCE  GAMING CORPORATION                     |
|--------|--------------------------------------------------|
|   |                                             |
|   |                                             |
|   | By:                                              | /s/ Morris Goldstein |   |
|   |                                             | Title: CEO |
|   |                                             |   |
|   | AMERICAN  STOCK TRANSFER & TUST COMPANY |
|   |                                             |   |
|   |                                             |   |
|   | By:                                              | /s/ Carolyn Boinsch |   |
|   |                                             | Title: | CAROLYN BOINSCH |
|   |                                             |   | VICE PRESIDENT |
|        |                                                  |  |  |  |

 

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