MAFCO HOLDINGS INC.
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
October 30, 2003
Scientific Games Corporation
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx X. Xxxx
Ladies and Gentlemen:
We refer to that certain Letter Agreement (the "Letter Agreement"),
dated as of October 10, 2003, by and between Mafco Holdings Inc., a Delaware
corporation ("Buyer") and Scientific Games Corporation, a Delaware corporation
(the "Company"). All capitalized terms used herein without definition have the
meanings ascribed to them in the Letter Agreement.
Buyer hereby agrees that, through and including the Company's annual
meeting in 2004 and the election of directors at such meeting, and provided
Buyer would otherwise have the right to designate and have elected and appointed
four directors of the Company pursuant to paragraph (e)(ii) of the Letter
Agreement, Buyer shall waive this right with respect to one, but not more than
one, of such four directors; provided that, during the period in which such
waiver is in effect, the Company agrees to recommend to the nominating committee
of its board of directors, and to use its best efforts to have elected as
director, in addition to Buyer's three remaining designees, Xxxxx Xxxxx;
provided further, however, that if (i) Buyer would not be obligated to include
Xxxxx Xxxxx as a Stockholders' Designee (as defined in the Voting Agreement)
pursuant to Section 2(a) of the Voting Agreement, (ii) Xxxxx Xxxxx is otherwise
unable or unwilling to serve as director, or (iii) the Stockholders (as defined
in the Voting Agreement) require that Xxxxx Xxxxx be included as one of the
three Stockholders' Designees, then the Company agrees to recommend to the
nominating committee, and to use its best efforts to have elected as director,
one person recommended by Buyer.
Each of the Company and Buyer will use its best efforts to take, or
cause to be taken, all action, and do, or cause to be done, all things necessary
or advisable under applicable law to effectuate the terms of this letter
agreement.
This letter may be executed in counterparts whereupon it shall
constitute a binding agreement between us, governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within the State of New York (without regard to the
conflicts of interests rules of such State). The performance of the parties
hereto shall be subject to the requirements of the laws of the State of New York
and all other applicable laws. Any dispute arising out of this letter shall be
submitted to the courts of the State of New York and the United States District
Court located in the Borough of Manhattan in New York City. Each party waives
the right to a trial by jury in connection with any such dispute. This letter
may only be amended by a writing signed by both parties hereto.
Very truly yours,
MAFCO HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxx X. Xxxxxxxx
Executive Vice President and General Counsel
Agreed and accepted as of the date first written above:
SCIENTIFIC GAMES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Cirmatica Gaming, S.A., a Spanish corporation ("Cirmatica"), hereby waives its
right with respect to the election of one, but not more than one, of the four
directors which it is entitled to elect, on the same terms and subject to the
same conditions as the waiver being given by Buyer above; provided that such
waiver shall be terminable upon any termination of the Stock Purchase Agreement,
dated October 10, 2003, between Buyer and Cirmatica.
>
Agreed and accepted as of the date first written above:
CIRMATICA GAMING S.A.
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Chairman
