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EXHIBIT 10.55
FIRST AMENDMENT TO
RIGHTS AGREEMENT
by and between
SCIENTIFIC GAMES HOLDINGS CORP.
and
FIRST UNION NATIONAL BANK,
as Rights Agent
This FIRST AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is entered into
as of October 15, 1999 by and between SCIENTIFIC GAMES HOLDINGS CORP., a
Delaware corporation (the "Company"), and FIRST UNION NATIONAL BANK, as rights
agent (the "Rights Agent").
WHEREAS, the parties are parties to a Rights Agreement dated as of July
10, 1997 (the "Rights Agreement"); and
WHEREAS, the parties wish to amend the Rights Agreement as set forth
herein.
NOW, THEREFORE, for good and valid consideration, the parties agree as
follows:
Section 1. Amendment to Definition of "Acquiring Person." The definition
of "Acquiring Person" set out in Section 1 of the Rights
Agreement is hereby deleted in its entirety and the following
is substituted therefor:
"Acquiring Person" means any Person who, together
with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of 20% or more of the shares of Common
Stock then outstanding; provided; however, that,
notwithstanding the foregoing, a Person shall not be an
"Acquiring Person" if (i) such Person is an Excluded Person or
(ii) the event which causes such Person, together with all
Affiliates and Associates of such Person, to become the
Beneficial Owner of 20% or more the shares of Common Stock
then outstanding is (A) the acquisition of shares of Common
Stock by such Person pursuant to a Permitted Offer, (B) the
acquisition of shares of Common Stock or securities
convertible into or exchangeable for Common Stock directly
from the Company pursuant to an offer exempt from the
registration requirements of the Securities Act pursuant to
Rule 144 or Rule 144A promulgated thereunder, or (C) a
reduction in the number of shares of Common Stock outstanding
due to the repurchase of shares of Common Stock by the Company
unless and until such Person, after becoming aware that such
Person has become the Beneficial Owner of twenty (20%) or more
(but not more than twenty-two percent (22%)) of the then
outstanding shares of Common Stock, acquires Beneficial
Ownership of any additional shares of Common Stock.
Section 2. Rights Agreement as Amended. The term "Agreement" as used in
the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended by this Amendment. Except as amended
hereby, the Rights Agreement is confirmed and ratified.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first written above.
SCIENTIFIC GAMES HOLDINGS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and CEO
FIRST UNION NATIONAL BANK, as Rights Agent
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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