SECOND SUPPLEMENTAL INDENTURE, dated as of December 22, 2004 (the “Supplemental Indenture”), 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. (“SG Holdings”), Scientific Games Finance Corporation (“SG Finance”), Scientific Games (Greece), Inc. (“SG Greece”), Scientific Games Acquisition, Inc. (“SG Acquisition”), Scientific Games Royalty Corporation (“SG Royalty”) (collectively, the “Guarantors”) and Autotote Interactive, Inc. (“Interactive”), Scientific Games Online Entertainment Systems, Inc. (“OES”), MDI Entertainment, LLC (“MDI”), Scientific Games Racing, LLC (formerly known as Autotote Systems, Inc., “SciGames Racing”), SG Racing, Inc. (“SG Racing”) and Scientific Games International, Inc. (“SciGames International”) (collectively, the “Additional Guarantors”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

WHEREAS, the Company, certain of 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 12½% Senior Subordinated Notes due 2010;

WHEREAS, the Company, the Guarantors and the Trustee executed a First Supplemental Indenture, dated as of September 6, 2000 (the “First Supplemental Indenture”), to amend the Indenture to add certain of the Guarantors as additional guarantors to the Indenture;

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 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 Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this 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 Interactive, OES, MDI, SciGames Racing, SG Racing and Autotote International 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 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 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 Section 1.01 of this Supplemental Indenture shall be operative, immediately upon the execution and delivery by the Trustee of this 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 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.

SIGNATURES

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:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President of Finance and Chief Financial Officer


	The Guarantors:
	SCIENTIFIC GAMES MANAGEMENT CORPORATION (formerly known as Autotote Management Corporation)


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President

	AUTOTOTE INTERNATIONAL, INC.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President and Treasurer


	AUTOTOTE ENTERPRISES, INC.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President


	AUTOTOTE KENO CORPORATION


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President and Treasurer


	AUTOTOTE GAMING, INC.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President and Treasurer


	AUTOTOTE DOMINICANA, INC.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President and Treasurer


	SCIENTIFIC GAMES HOLDINGS CORP.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President



		SCIENTIFIC GAMES FINANCE CORPORATION


		By:	/s/ DeWayne Laird
			Name: DeWayne Laird
			Title: Assistant Secretary


		SCIENTIFIC GAMES (GREECE), INC.


		By:	/s/ DeWayne Laird
			Name: DeWayne Laird
			Title: Vice President


		SCIENTIFIC GAMES ACQUISITION, INC.


		By:	/s/ DeWayne Laird
			Name: DeWayne Laird
			Title: Vice President


		SCIENTIFIC GAMES ROYALTY CORPORATION


		By:	/s/ DeWayne Laird
			Name: DeWayne Laird
			Title: Assistant Secretary


		The Additional Guarantors:
		AUTOTOTE INTERACTIVE, INC.


		By:	/s/ DeWayne Laird
			Name: DeWayne Laird
			Title: Vice President and Treasurer

	SCIENTIFIC GAMES ONLINE ENTERTAINMENT SYSTEMS, INC.

	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President


	MDI ENTERTAINMENT, LLC
	By:	Scientific Games International, Inc.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President


	SCIENTIFIC GAMES RACING, LLC
	(formerly known as Autotote Systems, Inc.)


	By:	/s/ Martin E. Schloss
		Name: Martin E. Schloss
		Title: Vice President and Secretary


	SG RACING, INC.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President, Treasurer and Director


	SCIENTIFIC GAMES INTERNATIONAL, INC.


	By:	/s/ DeWayne Laird
		Name: DeWayne Laird
		Title: Vice President

	The Trustee:
	THE BANK OF NEW YORK


	By:	/s/ Julie Salovitch-Miller
		Name: Julie Salovitch-Miller
		Title: Vice President