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 December __, 2004
to
INDENTURE
Dated as of August 14, 2000
---------------------
The Bank of New York
as Trustee
---------------------------------------------
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December __, 2004
(the "Supplemental Indenture"), is made and entered into by and among Scientific
Games Corporation (formerly known as Autotote Corporation), a Delaware
corporation (the "Company"), Scientific Games Management Corporation (formerly
known as Autotote Management Corporation), Autotote International, Inc.,
Autotote Enterprises, Inc., Autotote Keno Corporation, Autotote Gaming, Inc.,
Autotote Dominicana, Inc., Scientific Games Holdings Corp., Scientific Games
Finance Corporation, Scientific Games (Greece), Inc., Scientific Games
Acquisition, Inc., Scientific Games Royalty Corporation, Autotote Interactive,
Inc., Scientific Games Online Entertainment Systems, Inc., MDI Entertainment,
LLC, Scientific Games Racing, LLC, SG Racing, Inc., and Scientific Games
International, Inc. ("SciGames International") (collectively, the "Guarantors")
and The Bank of New York, a New York banking corporation, as trustee (the
"Trustee"), under and pursuant to an Indenture dated as of August 14, 2000, by
and among the Company, the Guarantors and the Trustee, as supplemented by the
First Supplemental Indenture dated as of September 6, 2000, as further
supplemented by the Second Supplemental Indenture dated as of December __, 2004
(the "Indenture"). All capitalized terms used in this Supplemental Indenture
that are defined in the Indenture, either directly or by reference therein, have
the respective meanings assigned to them therein, except to the extent such
terms are otherwise defined in this Supplemental Indenture or the context
clearly requires otherwise.
WHEREAS, Section 9.02 of the Indenture provides, among other things,
that, with the consent of the Holders of at least a majority in aggregate
principal amount of the Securities then outstanding, the Company and the Trustee
may amend or supplement the Indenture and the Securities;
WHEREAS, the Company desires to amend and supplement the Indenture
and the Securities by way of the adoption of the amendments set forth in this
Supplemental Indenture (the "Proposed Amendments");
WHEREAS, there is currently outstanding under the Indenture
$65,584,125 in aggregate principal amount of Securities;
WHEREAS, the Holders of at least a majority in aggregate principal
amount outstanding of the Securities have consented to the Proposed Amendments;
and
WHEREAS, the Boards of Directors of the Company and the Guarantors
each has adopted resolutions authorizing and approving the Proposed Amendments,
and the Company, the Guarantors and the Trustee are executing and delivering
this Supplemental Indenture in order to provide for such amendments;
WHEREAS, all conditions and requirements necessary to make this
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
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Supplemental
Indenture hereby agree as follows:
ARTICLE ONE
AMENDMENTS
Section 1.01. Deletion of Certain Provisions.
-------------------------------
The Indenture is hereby amended to delete the following sections in their
entirety and, in the case of each such section, the phrase "Reserved" is
inserted in lieu thereof:
(i) Section 4.02 Maintenance of Office or Agency;
(ii) Section 4.03 Limitation on Restricted Payments;
(iii) Section 4.04 Limitation on Incurrence of
Additional Indebtedness;
(iv) Section 4.05 Corporate Existence;
(v) Section 4.06 Payment of Taxes and Other Claims;
(vi) Section 4.07 Maintenance of Properties and
Insurance;
(vii) Section 4.08 Compliance Certificate; Notice of
Default;
(viii) Section 4.09 Compliance with Laws;
(ix) Section 4.10 Commission Reports;
(x) Section 4.11 Waiver of Stay, Extension or Usury
Laws;
(xi) Section 4.12 Limitations on Transactions with
Affiliates;
(xii) Section 4.13 Limitation on Dividend and Other
Payment Restrictions Affecting
Subsidiaries;
(xiii) Section 4.14 Limitation on Liens;
(xiv) Section 4.15 Change of Control;
(xv) Section 4.16 Limitation on Asset Sales;
(xvi) Section 4.17 Limitation on Preferred Stock of
Restricted Subsidiaries;
(xvii) Section 4.18 Limitation on Sale and
Leaseback Transactions;
(xviii)Section 4.19 Limitation of Guarantees by
Restricted Subsidiaries;
(xix) Section 4.20 Escrow of Proceeds of Securities on
Issue Date;
(xx) Article 5 Successor Corporation;
(xxi) Section 6.01(c) Default Through Failure of
Covenants;
(xxii) Section 6.01(d) Default Through Failure to
Pay Indebtedness;
(xxiii)Section 6.01(e) Default Through Failure to
Pay Judgments;
(xxiv) Section 6.01(f) Default Through Insolvency
Acts;
(xxv) Section 6.01(g) Default Through Insolvency Orders and
Appointment of Receiver;
(xxvi) Section 6.01(i) Default Through Failure to Issue
Additional Capital Stock in
Connection with a Prior Transaction;
and
(xxvii)Section 6.01(j) Default Through Failure to Perform
Certain Acts in Connection with the
Escrow Arrangement for the Original
Issuance of the Series A Securities.
Section 1.02. Definitions. All definitions in the Indenture
which are used exclusively in the sections and clauses deleted pursuant to
Section 1.01 of this Supplemental Indenture are hereby deleted.
Section 1.03. Deletion of Certain References. All references in
the Indenture and the Securities to the Article, Sections and definitions of
the Indenture and the Securities deleted pursuant to Article I of this
Supplemental Indenture are hereby deleted .
Section 1.04. The Securities. Section 15 of the Securities is
deleted in its entirety and the phrase "Reserved" is inserted in lieu thereof.
ARTICLE II
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 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 in this Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Supplemental Indenture shall bind its
successors.
Section 2.04. Multiple Counterparts. This 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 Supplemental Indenture shall become effective, and the amendments
provided for in Article 1 of this Supplemental Indenture shall be operative,
immediately upon consummation of the tender offer and consent solicitation
conducted by the Company pursuant to the Offer to Purchase and Solicitation
of Consents dated November 24, 2004. This Supplemental Indenture shall
terminate automatically if such tender offer and consent solicitation is not
consummated.
Section 2.06. Trustee's Disclaimer. The recitals contained
herein shall be taken as the statements of the Company and the Guarantors,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this
Supplemental Indenture.
Section 2.07. Trust Indenture Act Controls. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to
be included by the Trust Indenture Act of 1939, as amended (the "Act"), as in
force at the date this Supplemental Indenture is executed, the provision
required by the Act shall control.
Section 2.08. Effect of Headings. The Article and Section
headings in this Supplemental Indenture are for convenience only and shall
not affect the construction of this Supplemental Indenture.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, all as of the date first written
above.
The Company:
SCIENTIFIC GAMES CORPORATION (formerly
known as Autotote Corporation)
By:-------------------------------------
Name:
Title:
The Guarantors:
SCIENTIFIC GAMES MANAGEMENT CORPORATION
(formerly known as Autotote Management
Corporation)
By:-------------------------------------
Name:
Title:
AUTOTOTE INTERNATIONAL, INC.
By:-------------------------------------
Name:
Title:
AUTOTOTE ENTERPRISES, INC.
By:------------------------------------
Name:
Title:
AUTOTOTE KENO CORPORATION
By:-----------------------------------
Name:
Title:
AUTOTOTE GAMING, INC.
By:-----------------------------------
Name:
Title:
AUTOTOTE DOMINICANA, INC.
By:-----------------------------------
Name:
Title:
SCIENTIFIC GAMES HOLDINGS CORP.
By:----------------------------------
Name:
Title:
SCIENTIFIC GAMES FINANCE CORPORATION
By:----------------------------------
Name:
Title:
SCIENTIFIC GAMES (GREECE), INC.
By:---------------------------------
Name:
Title:
SCIENTIFIC GAMES ACQUISITION, INC.
By:--------------------------------
Name:
Title:
SCIENTIFIC GAMES ROYALTY CORPORATION
By:--------------------------------
Name:
Title:
AUTOTOTE INTERACTIVE, INC.
By:--------------------------------
Name:
Title:
SCIENTIFIC GAMES ONLINE ENTERTAINMENT
SYSTEMS, INC.
By:-------------------------------
Name:
Title:
MDI ENTERTAINMENT, LLC
By:-------------------------------
Name:
Title:
SCIENTIFIC GAMES RACING, LLC
By:-------------------------------
Name:
Title:
SG RACING, INC.
By:-------------------------------
Name:
Title:
SCIENTIFIC GAMES INTERNATIONAL, INC.
By:-------------------------------
Name:
Title:
The Trustee:
THE BANK OF NEW YORK
By:-------------------------------
Name:
Title:
