Exhibit 4.11
AMENDMENT NO. 1 DATED SEPTEMBER 15, 1998 TO RIGHTS AGREEMENT, dated as
of March 9, 1998 between ALLIANCE GAMING CORPORATION, a Nevada corporation, and
AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent (the "Agreement", terms
defined therein having the same meanings when used herein).
The parties desire to amend the Agreement as follows:
Section 1. Amendments.
1.1. Section 1 of the Agreement is amended by adding the
following definition following the definition of "Common Stock":
"Continuing Director" shall mean (i) any member of the Board
of Directors, while such Person is a member of the Board of
Directors, who is not an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, or a representative of an
Acquiring Person, or of any such Affiliate or Associate, and was a
member of the Board prior to the date of this Agreement, (ii) any
Person who subsequently becomes a member of the Board of Directors,
who is not an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative of an Acquiring Person or of
any such Affiliate or Associate, if such Person's nomination for
election or election to the Board of Directors is recommended or
approved by a majority of the Continuing Directors or (iii) any
Person who has been a member of the Board of Directors for a period
of a full consecutive year."
1.2. Section 23(a) of the Agreement is amended by adding after the first
sentence thereof the following:
"If the Board of Directors of the Corporation authorized
redemption of the Rights in the circumstances set forth in this
Section 23, then there must be Continuing Directors then in office
and such authorization shall require only the concurrence of a
majority of such Continuing Directors if such authorization occurs
on or after the date of a change (resulting from a proxy or consent
solicitation) in a majority of the directors in office at the
commencement of such solicitation if any Person who is a
participant in such solicitation has stated (or, if upon the
commencement of such solicitation, a majority of the Board of
Directors of the Corporation has determined in good faith) that
such Person (or any of its Affiliates or Associates) intends to
take, or may consider taking, any action which would result in such
Person becoming an Acquiring Person or which would cause the
occurrence of an event referred to in Sections 11(a)(ii) or 13."
Section 2. Miscellaneous. Except as herein provided, the Agreement shall
remain unchanged and in full force and effect. This Amendment No. 1 may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart.
This Amendment No. 1 shall be governed by, and construed in accordance
with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered as of the day and year first above written.
ALLIANCE GAMING CORPORATION
By:__________________________
Title:
AMERICAN STOCK TRANSFER & TUST COMPANY
By:_________________________
Title:
