Exhibit 4.2


 


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


 


The
parties desire to amend the Agreement as follows:


 


Section 1.
Amendments.


 


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


 


“Continuing Director” shall mean (i) any member of the Board of
Directors, while such Person is a member of the Board of Directors, who is not
an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a
representative 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) any
Person who subsequently becomes a member of the Board of Directors, who is not
an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or Associate, if
such Person’s nomination for election or election to the Board of Directors is
recommended or approved by a majority of the Continuing Directors or (iii) any
Person who has been a member of the Board of Directors for a period of a full
consecutive year.”


 


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


 


“If the Board of Directors of the Corporation authorized redemption of
the Rights in the circumstances set forth in this Section 23, then there
must be Continuing Directors then in office and such authorization shall
require only the concurrence of a majority of such Continuing Directors if such
authorization occurs on or after the date of a change (resulting from a proxy
or consent solicitation) in a majority of the directors in office at the
commencement of such solicitation if any Person who is a participant in such
solicitation has stated (or, if upon the commencement of such solicitation, a
majority of the Board of Directors of the Corporation has determined in good
faith) that such Person (or any of its Affiliates or Associates) intends to
take, or may consider taking, any action which would result in such Person
becoming an Acquiring Person or which would cause the occurrence of an event
referred to in Sections ll(a)(ii) or 13.”


 


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


 





















 


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


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly 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