AUTOTOTE CORPORATION
$150,000,000 12 1/2% Series A Senior Subordinated Notes due 2010
FIRST SUPPLEMENTAL INDENTURE
Dated as of September __, 2000
to
INDENTURE
Dated as of August 14, 2000
---------------------
The Bank of New York
as Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of September __, 2000, among
Autotote Corporation, a Delaware corporation (the "Company"), Autotote
Management Corporation, Autotote Systems, Inc., Autotote International, Inc.,
Autotote Enterprises, Inc., Autotote Keno Corporation, Autotote Lottery
Corporation, ACRA Acquisition Corp., Xxxxxx X. Xxxxxxxx Productions, Inc.,
Autotote Gaming, Inc. and Autotote Dominicana, Inc., (collectively, the
"Guarantors"), and Scientific Games Holdings Corp. ("SG Holdings"), Scientific
Games Finance Corporation ("SG Finance"), Scientific Games (Greece), Inc. ("SG
Greece"), Scientific Games Acquisition, Inc. ("SG Acquisition"), SciGames France
Inc. ("SG France"), Scientific Games Inc. ("SciGames"), Scientific Games Royalty
Corporation ("SG Royalty") (collectively, the "Additional Guarantors") and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee").
WHEREAS, the Company, the Guarantors and the Trustee executed an
Indenture, dated as of August 14, 2000 (the "Indenture"), in respect of
$150,000,000 aggregate principal amount of 12 1/2% Senior Subordinated Notes due
2010;
WHEREAS, Section 11.17 of the Indenture requires that each of the
Additional Guarantors execute and deliver to the Trustee a Supplemental
Indenture and thereby become a Guarantor under the Indenture;
WHEREAS, all conditions and requirements necessary to make this
First Supplemental Indenture a valid, binding and legal instrument in accordance
with its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized; and
WHEREAS, for all purposes of this First Supplemental Indenture,
except as otherwise defined or unless the context otherwise requires, terms used
in capitalized form in this First Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other parties and for the equal and ratable
benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Amendment. The Company, the Guarantors and the Trustee
hereby amend the Indenture and agree that each of SG Holdings, SG Finance, SG
Greece, SG Acquisition, SG France, SciGames and SG Royalty shall be a
"Guarantor" under the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except as amended hereby, the Indenture and
the Securities are in all respects ratified and confirmed and all their terms
shall remain in full force and effect.
Section 2.02. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
Section 2.03. Successors. All agreements of the Company or of a
Guarantor or Additional Guarantor in this First Supplemental Indenture shall
bind its successors. All agreements of the Trustee in this First Supplemental
Indenture shall bind its successors.
Section 2.04. Multiple Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.
Section 2.05. Effectiveness and Operativeness. The provisions of
this First Supplemental Indenture shall become effective, and the amendments
provided for in Section 1.01 of this First Supplemental Indenture shall be
operative, immediately upon the execution and delivery by the Trustee of this
First Supplemental Indenture.
Section 2.06. Trustee's Disclaimer. The recitals contained herein
shall be taken as the statements of the Company, the Guarantors and the
Additional Guarantors and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
The Company:
AUTOTOTE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
The Guarantors:
AUTOTOTE MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AUTOTOTE SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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AUTOTOTE INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AUTOTOTE ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AUTOTOTE KENO CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AUTOTOTE LOTTERY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ACRA ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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XXXXXX X. XXXXXXXX PRODUCTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AUTOTOTE GAMING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AUTOTOTE DOMINICANA, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
The Additional Guarantors:
SCIENTIFIC GAMES HOLDINGS CORP.
By: /s/ X. Xxxx Xxxxxx
-------------------------------------
Name: X. Xxxx Xxxxxx
Title: Secretary
SCIENTIFIC GAMES FINANCE CORPORATION
By: /s/ X. Xxxx Xxxxxx
-------------------------------------
Name: X. Xxxx Xxxxxx
Title: Secretary
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SCIENTIFIC GAMES (GREECE), INC.
By: /s/ X. Xxxx Xxxxxx
-------------------------------------
Name: X. Xxxx Xxxxxx
Title: Secretary
SCIENTIFIC GAMES ACQUISITION, INC.
By: /s/ X. Xxxx Xxxxxx
-------------------------------------
Name: X. Xxxx Xxxxxx
Title: Secretary
SCIGAMES FRANCE INC.
By: /s/ X. Xxxx Xxxxxx
-------------------------------------
Name: X. Xxxx Xxxxxx
Title: Secretary
SCIENTIFIC GAMES INC.
By: /s/ X. Xxxx Xxxxxx
-------------------------------------
Name: X. Xxxx Xxxxxx
Title: Secretary
SCIENTIFIC GAMES ROYALTY CORPORATION
By: /s/ X. Xxxx Xxxxxx
-------------------------------------
Name: X. Xxxx Xxxxxx
Title: Secretary
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The Trustee:
THE BANK OF NEW YORK
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
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