Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT dated September 22, 2010 (the “Agreement”)
is entered into by and among Scientific Games Corporation, a Delaware
corporation (the “Issuer”), the guarantors listed in Schedule 1 hereto
(the “Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”),
as representative 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 September 8, 2010 (the “Purchase Agreement”), which
provides for the sale by the Issuer to the Initial Purchasers of $250,000,000
aggregate principal amount of the Issuer’s 8.125% Senior Subordinated Notes due
2018 (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 Issuer 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 September 22,
2010, 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.


 


“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 


 


2

















 


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, (ii) when such Securities cease to be outstanding,
or (iii) such Securities have been sold in compliance with Rule 144.


 


“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
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 


 


3

















 


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.


 


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


 


4

















 


“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 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 


 


5

















 


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; provided that in
the case of any Registrable Securities held in global form by a depositary,
authentication and delivery to such depositary of one or more Exchange
Securities in global form in an equivalent principal amount thereto for the
account of such Holder in accordance with the Indenture shall satisfy such
authentication and delivery requirement.


 


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 


 


6

















 


subject
to any conditions, other than that the Exchange Offer does not violate any
applicable law or applicable interpretations of the Staff.


 


(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 June 20, 2011 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 


 


7

















 


and transfer taxes, if
any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to the Shelf Registration Statement.


 


(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 June 20,
2011 (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, that in no
event will such additional interest exceed 1.00% per annum; provided, further,
in the event that the chief executive officer of the Issuer 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.


 


8
















 


(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 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, subject to the
terms and limitations otherwise provided herein:


 


(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 


 


9

















 


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 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 


 


10

















 


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 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 effective
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 (subject to applicable requirements set forth in the Indenture)
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, in
the case of a Shelf Registration Statement, make such of the representatives of
the Issuer and the Guarantors as shall be reasonably requested by the Holders
of Registrable Securities or their counsel available for discussion of such
document at reasonable times 


 


11

















 


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 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 and promptly 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 Issuer 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)        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 Agreement and make all required filings of such Prospectus supplement
or such post-


 


12

















 


effective amendment as soon as the Issuer has
received notification of the matters to be so included in such filing;


 


(xv)         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
Issuer 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


 


(xvi)        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 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 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 


 


13

















 


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 45 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.


 


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 


 


14

















 


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, reasonable legal fees of counsel
reasonably selected and other reasonable out-of-pocket 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 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


 


15
















 


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 paragraph (a) or (b) above
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 paragraph (a) or (b) above.  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 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 


 


16

















 


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 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 


 


17

















 


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 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 


 


18

















 


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.


 


(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 


 


19

















 


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 CORPORATION

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  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:
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
  of Scientific Games International, Inc., Sole 

  
	
   

  	
   

  	
   

  	
  Member of MDI Entertainment, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES RACING, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
  Name:  Ira H. Raphaelson

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President, General Counsel and 

  
	
   

  	
   

  	
   

  	
  Secretary of Scientific Games Racing, LLC, 

  
	
   

  	
   

  	
   

  	
  Sole Member of Trackplay LLC

  
					



 


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 LLC


 


	
  For
  itself and on behalf of the several Initial Purchasers listed in Schedule 1
  to the Purchase Agreement.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kenneth A. Lang

  	
   

  
	
   

  	
  Name:
  Kenneth A. Lang

  
	
   

  	
  Title:
  Managing Director

  



 


Signature Page to
Registration Rights Agreement


 

















 


Schedule 1


 


Guarantors


 


	
  Guarantor Name

  	
   

  	
  State or Other Jurisdiction

  of Incorporation or

  Organization

  
	
   

  	
   

  	
   

  
	
  Scientific
  Games International, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  MDI
  Entertainment, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Scientific
  Games Racing, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  SG
  Racing, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Autotote
  Enterprises, Inc.

  	
   

  	
  Connecticut

  
	
   

  	
   

  	
   

  
	
  Autotote
  Gaming, Inc.

  	
   

  	
  Nevada

  
	
   

  	
   

  	
   

  
	
  Scientific
  Games Products, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Trackplay
  LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Scientific
  Games SA, Inc.

  	
   

  	
  Delaware

  



 


S-1-1

















 


Schedule 2


 


Initial
Purchasers


 


J.P. Morgan Securities LLC


Credit Suisse Securities (USA) LLC


Goldman, Sachs & Co.


UBS Securities LLC


Cowen and Company, LLC


Daiwa Capital Markets America Inc. 


HSBC Securities (USA) Inc.


ING Financial Markets LLC


Mitsubishi UFJ Securities (USA), Inc.


Scotia Capital (USA) Inc.


UniCredit Capital Markets, Inc.


 


S-2-1

















 


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 September 22,
2010 by and among the Issuer, a Delaware corporation, the Guarantors party
thereto and J.P. Morgan Securities LLC, on behalf of itself 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