MAFCO HOLDINGS INC. 35 East 62nd Street, New York, New York 10021 October 10, 2003 Scientific Games Corporation 750 Lexington Avenue, 25th Floor New York, New York 10022 Attention: Mr. Lorne A. Weil Ladies and Gentlemen: Reference is made to that...Scientific Games Corp • November 26th, 2003 • Services-computer integrated systems design
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 13th, 2003 • Scientific Games Corp • Services-computer integrated systems design • New York
LEASE AGREEMENT --------------- THIS LEASE AGREEMENT (the "Lease"), is made and entered into as of the 19th day of January, 1996, by and between FUSCO PROPERTIES, L.P. (the "Landlord") and AUTOTOTE SYSTEMS, INC. (the "Tenant"). W I T N E S S E T H:...Lease Agreement • February 20th, 1996 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Delaware
BY AND AMONGAgreement and Plan of Merger • May 26th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Delaware
1 EXHIBIT 99.9 WARRANT AGREEMENT WARRANT AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of January 26, 1996, among Autotote Corporation, a corporation incorporated under the laws of the State of Delaware...Warrant Agreement • September 12th, 1997 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.25 SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT (this "AGREEMENT") is dated as of October 6, 2000 and entered into by and among Autotote Corporation, a Delaware corporation ("COMPANY"), each of THE UNDERSIGNED...Security Agreement • February 15th, 2001 • Autotote Corp • Services-miscellaneous amusement & recreation • New York
as IssuerAutotote Corp • September 14th, 2000 • Calculating & accounting machines (no electronic computers) • New York
EXHIBIT 2Registration Rights Agreement • August 11th, 1997 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
as IssuerIndenture • December 30th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York
AUTOTOTE CORPORATION Exhibit 10.27 -------------------------------------------- ------------------------------------ Change in Control Agreement for _______________Autotote Corp • June 15th, 1998 • Calculating & accounting machines (no electronic computers) • Delaware
BACKGROUNDConsulting Agreement • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Georgia
Exhibit 10.36 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of November 6, 1995 between AUTOTOTE CORPORATION, a Delaware corporation (the "Company"), and HARTFORD STOCK FUND and HARTFORD ADVISERS FUND (together, the "Funds")....Registration Rights Agreement • January 29th, 1996 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
EXHIBIT 3Credit Agreement • August 11th, 1997 • Autotote Corp • Calculating & accounting machines (no electronic computers)
Exhibit 10.37 WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT This Waiver and Third Amendment is dated as of December 31, 1998 (this "Amendment") and is made by and among Autotote Corporation, a Delaware corporation ("Autotote"), Heller Financial,...Credit Agreement • January 27th, 1999 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Illinois
Exhibit 10.36 SECOND AMENDMENT AND WAIVER SECOND AMENDMENT AND WAIVER (this "Amendment"), dated as of May 22, 1998, by and among Autotote Corporation (the "Borrower"), the lenders listed on the signature pages hereto (the "Banks") and Heller...Autotote Corp • January 27th, 1999 • Calculating & accounting machines (no electronic computers) • New York
345,000,000 AUTOTOTE CORPORATION AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 15th, 2001 • Autotote Corp • Services-miscellaneous amusement & recreation • New York
A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT Dated as of August 14, 2000 by and amongRegistration Rights Agreement • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
Warrants: Equity call warrants on the terms hereof, each giving the holder the right to purchase one Share at the Strike Price, subject to the Settlement Terms set forth below. For the purposes of the Equity Definitions, each reference to a Warrant...Scientific Games Corp • December 30th, 2004 • Services-computer integrated systems design • New York
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 20th, 1996 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Delaware
Exhibit 10.31 AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED AND OUTSTANDING SHARE CAPITAL OF AUTOTOTE NEDERLAND B.V.Agreement • September 14th, 1998 • Autotote Corp • Calculating & accounting machines (no electronic computers)
Exhibit 4.1 ______________________________________________________________________________ SCIENTIFIC GAMES CORPORATION (formerly known as AUTOTOTE CORPORATION) 12 1/2% Senior Subordinated Notes due 2010 THIRD SUPPLEMENTAL INDENTURE Dated as of...Indenture • December 28th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York
LOAN AGREEMENT betweenLoan Agreement • November 26th, 2003 • Scientific Games Corp • Services-computer integrated systems design • New York
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England December 23, 2004 To: Scientific Games Corporation 750 Lexington Avenue, 25th Floor New York, NY 10022 Attention: Treasurer Telephone No.: (212)...Scientific Games Corp • December 30th, 2004 • Services-computer integrated systems design
Exhibit 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 30th, 2004 • Scientific Games Corp • Services-computer integrated systems design • New York
AUTOTOTE CORPORATION $110,000,000 10 7/8% Series B Senior Notes due 2004 FIRST SUPPLEMENTAL INDENTURE Dated as of August 5, 2000Indenture • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.19 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is entered into as of the 1st of September, 2000, by and between A. Lorne Weil ("Executive") and Autotote Corporation, a Delaware corporation (the "Company")....Employment Agreement • January 29th, 2001 • Autotote Corp • Services-miscellaneous amusement & recreation
Warrant to Purchase 250,000 shares of Class A Common Stock, par value $.01 per share of AUTOTOTE CORPORATIONScientific Games Corp • May 15th, 2001 • Services-computer integrated systems design • New York
W I T N E S S E T H : - - - - - - - - - -Autotote Corp • March 12th, 1997 • Calculating & accounting machines (no electronic computers) • New York
AMENDED AND RESTATED RIGHTS AGREEMENT dated as of January 10, 2018 between SCIENTIFIC GAMES CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentRights Agreement • January 10th, 2018 • Scientific Games Corp • Services-computer integrated systems design • Nevada
The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a legend incorporating the Rights Agreement by reference, and notice of such legend will be furnished to holders of book-entry shares. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock (or book entry shares of Common Stock) outstanding as of the Record Date, even without such legend or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or registered in book-entry form. As soon as practicable following the Distribution Date, separate certifica
W I T N E S S E T H : - - - - - - - - - -Consent Agreement • September 18th, 1995 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • May 15th, 2001 • Scientific Games Corp • Services-computer integrated systems design • New York
Exhibit 10.29 GENERAL AGREEMENT -----------------General Agreement • June 15th, 1998 • Autotote Corp • Calculating & accounting machines (no electronic computers)
ARTICLE I. THE PURCHASEStock Purchase Agreement • November 26th, 2003 • Scientific Games Corp • Services-computer integrated systems design • New York
AMONGCredit Agreement • September 14th, 2000 • Autotote Corp • Calculating & accounting machines (no electronic computers) • New York
AGREEMENTAgreement • January 27th, 1999 • Autotote Corp • Calculating & accounting machines (no electronic computers) • Illinois
