S-4

As Filed With the Securities and Exchange Commission on August 11, 2009

Registration No.333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-4

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

SCIENTIFIC GAMES INTERNATIONAL, INC.

(as Issuer)

(Exact Name of registrant as specified in its charter)

Delaware	2754	58-1943521
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number))

SCIENTIFIC GAMES CORPORATION

(as guarantor)

(and the other guarantors identified in the Table of Additional Registrants below)

(Exact name of registrant as specified in its charter)

Delaware	7373	81-0422894
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number))

Scientific Games Corporation

750 Lexington Avenue, 25th Floor

New York, New York 10022

(212) 754-2233

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ira H. Raphaelson, Esq.
Scientific Games Corporation
750 Lexington Avenue, 25th Floor
New York, New York 10022
(212) 754-2233

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc D. Jaffe, Esq.

Senet S. Bischoff, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200

Approximate date of commencement of proposed sale to the public: 
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filero
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

o Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration fee
9.250% Senior Subordinated Notes due 2019	$225,000,000	100%	$225,000,000(1)	$12,555
Guarantees related to the 9.250% Senior Subordinated Notes due 2019(2)	N/A	N/A	N/A	N/A

(1)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended (the “Securities Act”), exclusive of any accrued interest.

(2)No separate consideration will be received for the guarantees and, therefore, pursuant to Rule 457(n) under the Securities Act, no additional fee is required.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant	State of Incorporation or Formation	IRS Employer Identification Number	Commission File Number
Autotote Enterprises, Inc.**	Connecticut	06-1370549	333-
Autotote Gaming, Inc.***	Nevada	88-0415955	333-
MDI Entertainment, LLC***	Delaware	58-1943521	333-
Scientific Games Products, Inc.***	Delaware	45-0565615	333-
Scientific Games Racing, LLC***	Delaware	58-1943521	333-
Scientific Games SA, Inc.***	Delaware	58-1673074	333-
SG Racing, Inc.***	Delaware	74-3141546	333-
TRACKPLAY, LLC***	Delaware	03-0398820	333-

Addresses of Principal Executive Offices:

**	600 Long Wharf Drive New Haven, CT 06511
***	1500 Bluegrass Lakes Parkway Alpharetta, GA 30004

The information in this prospectus is not complete and may be changed.  We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 11, 2009

PRELIMINARY PROSPECTUS

$225,000,000

SCIENTIFIC GAMES INTERNATIONAL, INC.

(as Issuer)

SCIENTIFIC GAMES CORPORATION

(as Guarantor)

Exchange Offer for
9.250% Senior Subordinated Notes due 2019

The Exchange Offer:

·    Scientific Games International, Inc., referred to as the “Issuer,” will exchange all outstanding 9.250% senior subordinated notes due 2019, referred to as the “old notes,” that are validly tendered and not validly withdrawn for an equal principal amount of 9.250% senior subordinated notes due 2019, referred to as the “new notes,” that are, subject to specified conditions, freely transferable.

·    The exchange offer expires at 5:00 p.m., New York City time, on                , 2009, unless extended.  We do not currently intend to extend the expiration date.

·    You may withdraw tenders of old notes at any time prior to the expiration date of the exchange offer.

·    Neither Scientific Games Corporation nor the Issuer will receive any cash proceeds from the exchange offer.

The New Notes:

·    We are offering new notes to satisfy certain obligations under the registration rights agreement entered into in connection with the private offering of the old notes.

·    The terms of the new notes are substantially identical to the old notes, except that the new notes, subject to specified conditions, will be freely transferable.

·    The new notes will be guaranteed on a senior subordinated unsecured basis by Scientific Games Corporation and all of its 100%-owned domestic subsidiaries (other than the Issuer), which are referred to as the “guarantors.”

·    We do not plan to list the new notes on a national securities exchange or automated quotation system.

Please see “Risk Factors” beginning on page 16 of this prospectus for a discussion of certain factors that you should consider before participating in this exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes as required by applicable securities laws and regulations. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of

market-making activities or other trading activities.  We have agreed that, for a period of up to 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale.

None of the Securities and Exchange Commission, any state securities commission, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Indiana Gaming Commission, the New Jersey Casino Control Commission or any other gaming authority or other regulatory agency has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2009.

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA	ii
BASIS OF PRESENTATION	ii
WHERE YOU CAN FIND MORE INFORMATION	ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	ii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS	iii
SUMMARY	1
SUMMARY HISTORICAL AND CONSOLIDATED FINANCIAL DATA	14
RATIO OF EARNINGS TO FIXED CHARGES	15
RISK FACTORS	16
USE OF PROCEEDS	34
CAPITALIZATION	35
THE EXCHANGE OFFER	36
SELECTED FINANCIAL DATA	46
DESCRIPTION OF NOTES	52
BOOK-ENTRY SETTLEMENT AND CLEARANCE	90
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	93
PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS	99
LEGAL MATTERS	100
EXPERTS	100

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.

This prospectus does not offer to sell nor ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.  The information in this prospectus is current only as of the date on its cover and may change after that date.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. You may obtain information incorporated by reference, at no cost, by writing or telephoning us at the following address:

Scientific Games Corporation

Attention:  Investor Relations

750 Lexington Avenue, 25th Floor

New York, New York 10022

(212) 754-2233

To obtain timely delivery, you must request the information no later than five (5) business days prior to the expiration of the exchange offer, or                , 2009.  See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” beginning on page ii.

i

INDUSTRY AND MARKET DATA

Certain market data and other statistical information included in this prospectus (including the documents incorporated by reference in this prospectus) are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data is also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

BASIS OF PRESENTATION

We filed a Current Report on Form 8-K on May 18, 2009 to retrospectively adjust portions of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 2, 2009, to reflect our adoption, effective January 1, 2009, of FASB Staff Position APB 14-1, ‘‘Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).’’ You should read the Current Report on Form 8-K in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and our other filings.

Unless the context indicates otherwise, references in this prospectus to Scientific Games International, Inc. and the “Issuer” refer to Scientific Games International, Inc., a Delaware corporation, the issuer of the new notes, and references to the “guarantors” refer to Scientific Games Corporation and its wholly owned domestic subsidiaries (other than the Issuer) that will guarantee the new notes. Unless the context indicates otherwise, references to “Scientific Games,” “the Company,” “we,” “our,” “ours” and “us” refer to Scientific Games Corporation and its consolidated subsidiaries, including the Issuer.

WHERE YOU CAN FIND MORE INFORMATION

The Issuer is not subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12h-5 under the Exchange Act.  Scientific Games Corporation, however, is subject to the informational requirements of the Exchange Act and, accordingly, files annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission (the “SEC”).  You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference room and its copy charges.  Our SEC filings are also available to the public on the SEC’s website at www.sec.gov.

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange offer. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. Copies of our SEC filings, including the exhibits to the registration statement, are available through us or from the SEC through the SEC’s website or at its facilities described above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

In this prospectus, we “incorporate by reference” the information we file with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with the SEC rules), which means that we can disclose important information to you by referring to that information. The information incorporated by reference is considered to be an important part of this prospectus. Any statement in a document incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent a statement contained in this prospectus or any other subsequently filed document that is incorporated by reference in this prospectus modifies or supersedes such statement. In addition, information contained in this prospectus shall be modified or superseded by information in any such subsequently filed documents which are incorporated by reference in this prospectus. We incorporate by reference in this prospectus the following documents filed with the SEC pursuant to the Exchange Act:

·Annual Report on Form 10-K for the year ended December 31, 2008 (Items 6, 7 and 8 thereof amended by the Current Report on Form 8-K filed on May 18, 2009);

·Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009; and

·Current Reports on Form 8-K filed on April 2, 2009, April 22, 2009, May 18, 2009, May 19, 2009, May 27, 2009, June 2, 2009, June 11, 2009 and June 19, 2009.

ii

We also incorporate by reference any future filings made by us with the SEC (other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or as otherwise permitted by the SEC’s rules) under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of the offering, and any reoffering, of the securities offered hereby.

References in this prospectus to this prospectus will be deemed to include the documents incorporated by reference, which are an integral part of this prospectus.  You should obtain and review carefully copies of the documents incorporated by reference.  Any statement contained in the documents incorporated by reference will be modified or superseded for purposes of this prospectus to the extent that a statement contained in a subsequently dated document incorporated by reference or in this prospectus modifies or supersedes the statement.  Information that we file later with the SEC will automatically update the information incorporated by reference and the information in this prospectus.  Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these filings, at no cost, by writing or telephoning us at the address on page i of this prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have been specifically incorporated by reference in this prospectus.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies, and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “could,” “potential,” “opportunity,” or similar terminology.  These statements are based upon management’s current expectations, assumptions and estimates, and are not guarantees of future results or performance.  Actual results may differ materially from those projected in these statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; material adverse changes in economic and industry conditions in the Company’s markets; technological change; retention and renewal of existing contracts and entry into new or amended contracts; availability and adequacy of cash flow to satisfy obligations and indebtedness or future needs; protection of intellectual property; security and integrity of software and systems; laws and government regulations, including those relating to gaming licenses, permits and operations; inability to identify, complete and integrate future acquisitions; seasonality; ability to enhance and develop successful gaming concepts; dependence on suppliers and manufacturers; liability for product defects; factors associated with foreign operations; influence of certain stockholders; dependence on key personnel; failure to perform on contracts; resolution of pending or future litigation; labor matters; and stock market volatility.  For a discussion of these and other factors that may affect our business, you should also read carefully the factors described in the “Risk Factors” section of this prospectus.  Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in the Company’s filings with the SEC.  Forward-looking statements speak only as of the date they are made and except, for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

iii

SUMMARY

This is only a summary of the prospectus. You should read carefully the entire prospectus, including “Risk Factors,” and our consolidated financial statements and related notes as well as the documents incorporated by reference in this prospectus, before making an investment decision.

Our Company

Overview

We are a leading supplier of technology-based products, systems and services to gaming markets worldwide.  We believe we offer our customers the widest array of technologically advanced products and services in each market we serve.  We report our operations in three business segments: Printed Products Group, Lottery Systems Group, and Diversified Gaming Group.

Printed Products Group

Our Printed Products Group is composed of our instant lottery ticket business and our prepaid phone card business.

We believe we are the leading provider of instant lottery tickets in the world.  Our instant ticket customers include 40 of the 42 U.S. jurisdictions that currently sell instant lottery tickets, and we sell instant tickets and/or related services to lotteries in over 50 other countries.  We believe that our innovative products and services allow lotteries to increase their retail sales of instant tickets.

Instant ticket and related services include ticket design and manufacturing, as well as value added services, including game design, sales and marketing support, specialty games and promotions, inventory management and warehousing, and fulfillment services.  We provide lotteries with access to some of the world’s most popular entertainment brands, including Deal or No Deal®, Major League Baseball®, National Basketball Association®, Harley-Davidson®, Wheel of Fortune®, Monopoly®, Corvette® and World Poker Tour®.  We also provide lotteries with customized partnerships, or cooperative service programs (“CSPs”), to help them efficiently and effectively manage and support their operations to achieve greater retail sales and lower operating costs.

Lottery Systems Group

We believe we are a leading provider of sophisticated, customized computer software, equipment and data communication services to government-sponsored and privately operated lotteries in and outside the U.S.  This business includes the provision of transaction processing software for the accounting and validation of both instant and online lottery games, point-of-sale terminals, central site computers, communications technology, and ongoing support and maintenance for these products.  Central computer systems, terminals and associated software are typically provided in the U.S. through facilities management contracts and internationally through outright sales.  We have contracts to operate online lottery systems for 13 of the 44 U.S. jurisdictions that operate online lotteries and we believe we are the second largest online lottery system provider in Europe.

1

Diversified Gaming Group

Our Diversified Gaming Group provides services and systems to private and public operators in the wide area gaming markets and in the pari-mutuel wagering industry.  Our product offerings include server-based gaming machines, video lottery terminals (“VLTs”), monitor games, wagering systems for the pari-mutuel racing industry, sports betting systems and services and Great Britain regulated Category C Amusement With Prize (“AWP”) and Skill With Prize (“SWP”) terminals.  Business units within the Diversified Gaming Group include: The Global Draw Limited and certain related companies (“Global Draw”), a leading supplier of gaming terminals, systems and monitor games to licensed bookmakers, primarily in the U.K. and Mexico; Games Media Limited (“Games Media”), our AWP and SWP terminal supplier to U.K. public house (“pub”) operators; Scientific Games Racing LLC, a leading worldwide supplier of computerized systems for pari-mutuel wagering; and our venue management gaming operations in Connecticut, Maine and the Netherlands.

As previously announced, our Board of Directors has engaged a financial advisor to assist in reviewing strategic alternatives for the Company’s pari-mutuel wagering and venue management businesses.  We expect to consider and evaluate available alternatives during the review including, but not limited to, the sale of those businesses.  We have not set any timetable for the conclusion of this strategic review.  There can be no assurance that the review process will result in the announcement or consummation of any sale or other transaction or the price or other terms upon which any such transaction may take place.

Consorzio Lotterie Nazionali

We are a member of Consorzio Lotterie Nazionali (“CLN”), a consortium consisting principally of the Issuer, Lottomatica S.p.A, and Arianna 2001, a company owned by the Federation of Italian Tobacconists.  The consortium has a signed contract with the Italian Monopoli di Stato to be the exclusive operator of the Italian Gratta e Vinci instant lottery.  The contract commenced in 2004 and expires in 2010 with a six year extension option held by the Italian Monopoli di Stato.  Under our contract with the consortium, we supply instant lottery tickets, game development services, marketing support, the instant ticket management system and systems support.  We also participate in the profits or losses of the consortium as a 20% equity owner, and assist Lottomatica S.p.A in the lottery operations.  Our investment in the consortium resulted in a significant portion of our net income in 2008.  For the years ended December 31, 2008 and 2007, we recorded equity income of approximately $51.7 million and $37.7 million, respectively, attributable to our interest in CLN.  In accordance with the rules and regulations of the SEC, the audited financial statements of CLN as of December 31, 2008 and 2007 and for the years then ended have been filed as an exhibit to our most recent Annual Report on Form 10-K and are therefore incorporated by reference in this prospectus.  For the six month period ended June 30, 2009, we recorded equity income of approximately $26.6 million attributable to our interest in CLN.

Competitive Strengths

Our competitive strengths include:

·Leading industry positions.  We are a leading worldwide supplier of technology-based products, systems and services to gaming markets and we believe we are the leading worldwide provider of services, systems and products to the lottery industry.  Our instant ticket customers include 40 of the 42 U.S. jurisdictions that currently sell instant lottery tickets, and we have sold instant tickets and related services to lotteries in over 60 other countries.  In addition, we have contracts to operate online lotteries for 13 of the 44 U.S. jurisdictions that currently operate online lotteries and we believe that we are the second largest online lottery provider in Europe.  We also believe that we are a leading supplier of wide area gaming systems and terminals in the U.K.  We attribute our leadership position in each of these businesses primarily to our technological expertise, lottery product marketing expertise, well-established customer relationships, high level of customer service and ability to offer a broad array of products and value-added services.  In our instant ticket business, we have invested heavily in security technologies, marketing information systems and branding initiatives that have allowed us to maintain our industry position.  In addition, in states where we provide cooperative services, we have been

2

successful in increasing revenues and reducing costs for those states, which we believe strengthens our customer relationships.  For our U.S. lottery contracts, we are the exclusive provider of online lottery systems and typically the primary supplier of instant lottery tickets in each state where we have contracts.  Under a typical U.S. online lottery contract, we supply the equipment, software and maintenance on our proprietary systems, which creates switching costs, including a risk of lost sales to the lottery.  In our Diversified Gaming Group, we have developed proprietary games and have invested a significant amount of capital to develop, build and install state-of-the art pari-mutuel wagering and communications networks throughout North America, the U.K. and other countries.

·Substantial recurring revenue.  We typically provide our lottery and diversified gaming services pursuant to long-term contracts.  U.S. instant ticket lottery contracts typically have an initial term of three years and frequently include multiple renewal options, which our customers have generally exercised for additional periods ranging from one to five years.  Historically, we have experienced a high success rate on our re-bidding efforts for existing contracts following the expiration of the initial term and all renewal options.  Our U.S. online lottery contracts typically have a minimum initial term of five years, with additional renewal options.  Contracts in the wide area gaming industry are typically for an initial period of two to four years.  Under the wide area gaming contracts, we are typically paid a fee equal to a percentage of our customer’s revenues generated from wagers on each terminal.  In addition, we own our Connecticut off-track betting (“OTB”) licenses and operations in perpetuity, subject to our compliance with certain licensing requirements.  We also hold one of five OTB licenses within the state of Maine and are the exclusive licensed operator for all pari-mutuel wagering in the Netherlands.  For the six months ended June 30, 2009, approximately 94% of our revenues were service revenues, which are generally recurring in nature.

·Scope of product and service offerings.  We believe that we offer a broad array of products in each of our businesses.  Our ability to offer our customers a wide range of lottery, diversified gaming and pari-mutuel products enables us to serve a substantial portion of our customers’ gaming product and service demands, which we believe enhances our customer relationships.  Moreover, our portfolio allows us to cross-sell our products and services to customers, providing us with a wide range of revenue-generating opportunities.  We believe that many of our customers do not have the marketing, design, manufacturing, and sales resources necessary to completely operate on their own and that these customers benefit from our capabilities in those areas.  We believe this support strengthens our long-term competitive advantage as a key partner with our customers.

·Superior technology.  We believe that we are a technology leader, which contributes to our leadership positions in our businesses.  The increased application of computer-based technologies to the manufacturing and service of instant lottery tickets continues to separate the printing of instant lottery tickets from conventional forms of printing.  We believe we are generally recognized within the lottery business as a leader in applying these technologies to the manufacture and sale of instant lottery tickets.  In order to maintain our position as a leading innovator within the lottery business, we intend to continue to explore and develop new technologies and their applications to instant lottery tickets and systems.  In the Diversified Gaming Group, we believe that we are a technology leader in computerized wagering systems and related equipment.  We have established two special purpose enterprise-level computing data centers, through which multiple racetracks and OTBs are linked to one another via dedicated, secure, high-speed communications channels.  In our Global Draw business unit, we provide customers with a turnkey offering that includes remote management of game content and wagering terminals, central computer systems, data communication and field support.  We develop our own proprietary game content, supplemented by third-party content as needed, and games are displayed on our state of the art terminals.  We believe that these terminals achieve higher revenue levels for our customers than those provided by the competition, in part because our terminals allow U.K.-based customers the flexibility of switching from Great Britain regulated Category B2 to Category B3 content.

3

Business Strategies

Our strategies include:

·Strengthen our partnerships with our customers to increase revenues.  Under our CSP, online lottery and wide area gaming contracts, we are typically paid a fee equal to a percentage of our customer’s revenues.  As a result, we are incented to work closely with our customers to increase their revenues.  At a time when our government and private lottery customers are facing budget deficits or other effects of the current economic downturn, we believe these customers may be more open to solutions that will enhance participation rates and revenues.  Some of these potential solutions include offering higher-priced lottery products, implementing innovative multi-game/multi-price-point strategies, bolstering marketing and promotions, increasing retailer penetration, offering immediate ticket validation and prize payment and other solutions that form the basis of our CSP service offering.  We have had success in the past increasing our customers’ revenues (and thereby increasing our revenues) by implementing these and other solutions.  In the Diversified Gaming Group, we intend to continue to work in partnership with the customers of our Global Draw and Games Media subsidiaries to grow their net win by introducing leading edge and venue-customized content onto our unique server-based gaming platform, minimizing machine downtime and implementing marketing initiatives.  We believe that the pub business in the U.K., which is served by our Games Media subsidiary, has not yet fully realized the benefits from the transition from analog to digital gaming, and that, given our technological capabilities, we are uniquely positioned to take advantage of the opportunities arising from this transition.  We also believe that there will be opportunities to continue to cross-sell our server-based gaming machines and content to our existing lottery and racing customers.

·Continue to expand internationally.  We believe that growth opportunities for our lottery, wide area gaming and pari-mutuel businesses exist in international markets.  The instant lottery ticket market in China, for example, is in its early stages of development, with retail sales of the China Sports Lottery reaching approximately RMB7.5 billion in the first half of 2009.  At the end of 2008, through our joint venture with a local partner, we established a secure, state-of-the-art instant lottery ticket manufacturing facility in Beijing, China that is expected to produce instant lottery tickets for sale to the China Sports Lottery for a 15-year period beginning in 2009.  We also have an eight-year instant ticket validation, distribution and accounting system contract with the China Sports Lottery for which we are paid based on a percentage of retail sales.  Our joint venture in Italy continues to experience positive results notwithstanding the current global economic downturn, with instant ticket retail sales growing 2% year-over-year to €4.9 billion in the first half of 2009.  Additionally, many of the other European lotteries constitute target markets for us due to limited instant ticket market penetration and relatively low per capita instant ticket sales.  In the Diversified Gaming Group, our Global Draw and Games Media subsidiaries continue to increase their installed bases of terminals, with Global Draw’s installed based growing 7% year-over-year to 15,957 in the first half of 2009 and Games Media’s installed base growing to 2,312 in the first half of 2009.  We believe our success in the wide area gaming business in the U.K. and in Mexico will provide us a competitive advantage as we pursue opportunities elsewhere.  For example, during 2008, Global Draw entered into key strategic alliances in Asia, Latin America and the Caribbean.

·Continue to implement initiatives designed to increase cash flow and profit margins.  In the fall of 2008, we launched our Profitability Improvement Program in order to more fully realize the synergies from further integration of past acquisitions, reduce capital and operating expenses and increase profit margins, free cash flow and return on investment.  This program involves, among other things, entering into multi-state marketing ventures, declining to enter into or exiting contracts or projects which offer inferior returns on invested capital, reducing our capital expenditures budget to $125.0 million in 2009 from $230.0 million in 2008 and reducing headcount and overhead expenses.  We are already beginning to see the benefits from

4

this program, as evidenced by the $4.3 million in selling, general and administrative expense savings and $7.0 million improvement in gross profit we realized in the first half of 2009, resulting in total savings of $11.3 million from this program in the first half of 2009.  We were also able to reduce our capital expenditures from $115.2 million in the first half of 2008 to $56.1 million in the first half of 2009.  We have also commenced a global procurement initiative to seek to optimize our purchasing efficiency by aggregating our purchasing power, outsourcing where appropriate and initiating a competitive bidding process for certain goods and services.  We expect to realize an estimated $15 to $20 million of cost savings in 2009 and $15 to $20 million of additional cost savings in 2010, primarily from our procurement initiative.  We believe that these savings and other initiatives will not only allow us to remain resilient in the current economic environment, but also position us to take advantage of our improved cost structure as we look to grow in the years to come.

·Enhance operating flexibility by strengthening our balance sheet and liquidity position.  We have taken, and expect to continue to take, steps to strengthen our balance sheet and liquidity position.  During 2009, we (1) amended our credit facilities to provide us with additional operating flexibility, (2) deferred a portion of the earn-out and contingent bonuses that were payable in connection with our 2006 acquisition of Global Draw by issuing promissory notes, (3) completed the offering of the old notes (receiving net proceeds of approximately $212.0 million after the original issue discount and fees and expenses) and (4) used our cash flow and cash on hand to repurchase approximately $158.3 million in aggregate principal amount of our outstanding 0.75% convertible senior subordinated debentures due 2024 (referred to as the “convertible debentures”) and approximately $12.9 million in aggregate principal amount of our senior subordinated notes due 2012 (referred to as the “2012 notes”).   See “Description of Other Indebtedness” for additional information regarding the amendment to our credit facilities and the promissory notes issued to defer a portion of the Global Draw earn-out.  We believe that these steps, combined with our focus on free cash flow generation, should allow us to enhance our operating flexibility by strengthening our balance sheet and increasing our liquidity position.

Corporate Information

Our principal executive offices are located at 750 Lexington Avenue, 25th Floor, New York, New York 10022 and our telephone number is (212) 754-2233. We maintain a website on the Internet at http://www.scientificgames.com.  Our website and the information it contains are not a part of this registration statement.

The Issuer is a direct wholly owned subsidiary of Scientific Games Corporation.  The Issuer’s principal executive offices are located at 1500 Bluegrass Lakes Parkway, Alpharetta, Georgia 30004, and its telephone number is (770) 664-3700.  The Issuer is our primary domestic operating company.

5

The Exchange Offer

The following summary contains basic information about the exchange offer and the new notes. It does not contain all the information that is important to you. For a more complete understanding of the new notes, please refer to the sections of this prospectus entitled “The Exchange Offer” and “Description of Notes.”

On May 21, 2009, the Issuer issued an aggregate of $225.0 million principal amount of 9.250% Senior Subordinated Notes due 2019 (the old notes) to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws.  The old notes are unconditionally guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the guarantors.

The Exchange Offer	The Issuer is offering to exchange an aggregate of $225.0 million principal amount of new notes for $225.0 million principal amount of the old notes.
	To exchange your old notes, you must properly tender them, and the Issuer must accept them. You may tender outstanding old notes only in denominations of the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer will exchange all old notes that you validly tender and do not validly withdraw. The Issuer will issue registered new notes promptly after the expiration of the exchange offer. The form and terms of the new notes will be substantially identical to those of the old notes except that the new notes will have been registered under the Securities Act. Therefore, the new notes will not be subject to certain contractual transfer restrictions, registration rights and certain additional interest provisions applicable to the old notes prior to consummation of the exchange offer.
Resale of New Notes	We believe that, if you are not a broker-dealer, you may offer new notes (together with the guarantees thereof) for resale, resell and otherwise transfer the new notes (and the related guarantees) without complying with the registration and prospectus delivery requirements of the Securities Act if you:
	·  acquired the new notes in the ordinary course of business;
	·  are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a “distribution” (as defined under the Securities Act) of the new notes; and
	·  are not an “affiliate” (as defined under Rule 405 of the Securities Act) of the Issuer or any guarantor.

6

	If any of these conditions are not satisfied, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.  Our belief that transfers of new notes would be permitted without registration or prospectus delivery under the conditions described above is based on the interpretations of the SEC given to other, unrelated issuers in transactions similar to the exchange offer.  We cannot assure you that the SEC would take the same position with respect to the exchange offer.
	Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by it as a result of market-making activities or other trading activities, may be deemed to be an “underwriter” within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes.  However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2009, unless we extend it.
Withdrawal	You may withdraw your tender of old notes under the exchange offer at any time before the exchange offer expires.  Any withdrawal must be in accordance with the procedures described in “The Exchange Offer—Withdrawal Rights.”
Procedures for Tendering Old Notes	Each holder of old notes that wishes to tender old notes for new notes pursuant to the exchange offer must, before the exchange offer expires, either:
	·  transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, including the old notes, to the exchange agent; or
	·  if old notes are tendered in accordance with book-entry procedures, arrange with The Depository Trust Company (“DTC”), to cause to be transmitted to the exchange agent an agent’s message indicating, among other things, the holder’s agreement to be bound by the letter of transmittal,
	or comply with the procedures described below under “— Guaranteed Delivery.”
	A holder of old notes that tenders old notes in the exchange offer must represent, among other things, that:
	·  the holder is not an “affiliate” of the Issuer or any guarantor as defined under Rule 405 of the Securities Act;

7

	·  the holder is acquiring the new notes in its ordinary course of business;
	·  the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes within the meaning of the Securities Act;
	·  if the holder is a broker-dealer that will receive new notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of the new notes; and
	·  the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.
	Do not send letters of transmittal, certificates representing old notes or other documents to us or DTC. Send these documents only to the exchange agent at the address given in this prospectus and in the letter of transmittal.
Special Procedures for Tenders by Beneficial Owners of Old Notes	If ·   you beneficially own old notes;
	·  those old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian; and
	·  you wish to tender your old notes in the exchange offer,
	you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery	If you hold old notes in certificated form or if you own old notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those old notes but
	·  the certificates for your old notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires; or
	·  you cannot complete the procedure for book-entry transfer on time,
	you may tender your old notes in accordance with the procedures described in “The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery.”

8

Consequences of Not Exchanging Old Notes	If you do not tender your old notes or we reject your tender, your old notes will remain outstanding and will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes will not be entitled to any further registration rights under the registration rights agreement. We do not currently plan to register the old notes under the Securities Act.
	You do not have any appraisal or dissenters’ rights in connection with the exchange offer.
Material U.S. Federal Income Tax Considerations	Your exchange of old notes for new notes will not be treated as a taxable exchange for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”
Conditions to the Exchange Offer	The exchange offer is subject to the conditions that it not violate applicable law or any applicable interpretation of the staff of the SEC. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Acceptance of Old Notes and Delivery of New Notes	Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all old notes properly tendered prior to the expiration of the exchange offer. We will complete the exchange offer and issue the new notes promptly after the expiration of the exchange offer.
Exchange Agent	The Bank of Nova Scotia Trust Company of New York is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under “The Exchange Offer—Exchange Agent” and in the letter of transmittal.

9

The New Notes

The exchange offer applies to the $225.0 million principal amount of the old notes outstanding as of the date hereof.  The form and the terms of the new notes will be identical in all material respects to the form and the terms of the old notes except that the new notes:

·will have been registered under the Securities Act;

·will not be subject to restrictions on transfer under the Securities Act;

·will not be entitled to the registration rights that apply to the old notes; and

·will not be subject to any increase in annual interest rate as described below under “Description of Notes—Registration Rights.”

The new notes evidence the same debt as the old notes exchanged for the new notes and will be entitled to the benefits of the same indenture under which the old notes were issued, which is governed by New York law.  See “Description of Notes.”

Issuer	Scientific Games International, Inc., a Delaware corporation and a direct wholly owned subsidiary of Scientific Games Corporation.
Securities Offered	$225.0 million in principal amount of 9.250% Senior Subordinated Notes due 2019.
Maturity Date	The notes will mature on June 15, 2019.
Interest Payment Dates	June 15 and December 15 of each year, commencing December 15, 2009.
Optional Redemption	The Issuer may redeem some or all of the notes at any time prior to June 15, 2014 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption plus a “make-whole” premium. The Issuer may redeem some or all of the notes on or after June 15, 2014 at the redemption prices listed under “Description of Notes—Redemption—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.
	In addition, at any time prior to June 15, 2012, the Issuer may redeem up to 35% of the initially outstanding aggregate principal amount of the notes at a redemption price of 109.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds contributed to the capital of the Issuer from one or more equity offerings of the Company.
Regulatory Redemption	The notes are subject to redemption requirements imposed by gaming laws and regulations of gaming authorities in jurisdictions in which we conduct gaming operations. See “Description of Notes—Redemption—Regulatory redemption.”
Guarantees	The old notes are, and the new notes will be, fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally, by the

10

	Company and each of its wholly owned domestic subsidiaries (other than the Issuer).
Ranking	The new notes will be the Issuer’s unsecured senior subordinated obligations and will rank:
	·  junior in right of payment to all of the Issuer’s existing and future senior indebtedness, including its indebtedness under our credit facilities;
	·  equal in right of payment with the Issuer’s existing and future senior subordinated indebtedness, including any old notes, its 7.875% senior subordinated notes due 2016 (referred to as the “2016 notes”), its guarantee of the Company’s 6.25% senior subordinated notes due 2012 (referred to as the “2012 notes” and, together with the 2016 notes, the “existing notes”) and its guarantee of the Company’s convertible debentures;
	·  senior in right of payment to any of the Issuer’s future indebtedness that is expressly subordinated in right of payment to the new notes; and
	·  structurally junior in right of payment to all of the liabilities of any of the Company’s other subsidiaries that do not guarantee the new notes.
	Similarly, the guarantee of each guarantor of the new notes will rank:
	·  junior in right of payment to all of such guarantor’s existing and future senior indebtedness, including its guarantee of borrowings under our credit facilities;
	·  equal in right of payment with any existing and future senior subordinated indebtedness of such guarantor, including (in the case of the Company) the 2012 notes, the convertible debentures and its guarantee of any old notes and the 2016 notes and (in the case of each of the other guarantors) its guarantee of any old notes, the existing notes and the convertible debentures;
	·  senior in right of payment to any future indebtedness of such guarantor that is expressly subordinated in right of payment to its guarantee of the new notes; and
	·  structurally junior in right of payment to all of the liabilities of any subsidiary of such guarantor if that subsidiary does not guarantee the new notes

11

	As of June 30, 2009:
	·  the Issuer had $593.7 million of senior indebtedness, including $50.6 million of outstanding letters of credit, all of which was secured senior indebtedness under our credit facilities, and the Issuer had $199.4 million of additional availability under our credit facilities (all of which would be secured) (excluding the Issuer’s obligations as a guarantor of the promissory notes with an aggregate principal amount of approximately £28.1 million, or approximately $45.5 million (based on the exchange rate used in our consolidated balance sheet as of June 30, 2009), issued in connection with the deferral of a portion of the earn-out and contingent bonuses that were payable in connection with our 2006 acquisition of Global Draw, referred to as the “Global Draw promissory notes”);
	·  the Company and the other guarantors of the new notes had $201.8 million of senior indebtedness in the form of outstanding surety bonds (excluding their obligations as guarantors of (1) the Issuer’s obligations under our credit facilities and (2) the Global Draw promissory notes);
	·  the Issuer and the guarantors had $754.5 million of senior subordinated indebtedness outstanding, consisting entirely of the old notes, the existing notes and the convertible debentures (or guarantees thereof); and
	·  our subsidiaries which are not guaranteeing the new notes had outstanding total third-party liabilities of approximately $225.8 million, including the Global Draw promissory notes and trade payables.
Change of Control	If we experience a change of control, the Issuer will be required to repurchase the notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. See “Description of Notes—Change of Control.”
Certain Covenants	The indenture governing the notes contains certain covenants which will, among other things, limit our ability and the ability of our restricted subsidiaries to:
	·  incur indebtedness;
	·  pay dividends or make distributions in respect of capital stock or make certain other restricted payments or investments;
	·  sell assets, including capital stock of our restricted subsidiaries;
	·  agree to payment restrictions affecting restricted subsidiaries;

12

	·  enter into transactions with our affiliates; and
	·  merge, consolidate or sell all or substantially all of the Company’s assets.
	These covenants are subject to important exceptions and qualifications described under the heading “Description of Notes—Covenants.”
No Public Market	The new notes are new securities and there is currently no established trading market for the new notes. The initial purchasers have advised us that they presently intend to make a market in the new notes. However, you should be aware that they are not obligated to make a market in the new notes and may discontinue their market-making activities at any time without notice. As a result, a liquid market for the new notes may not be available if you try to sell your new notes. We do not intend to apply for a listing of the new notes on any securities exchange or any automated dealer quotation system.
Use of proceeds	We will not receive any proceeds from the exchange offer. See “Use of Proceeds.”

Risk Factors

Investment in the notes involves certain risks.  You should carefully consider the information under “Risk Factors” and all other information included or incorporated by reference in this prospectus before investing in the notes.

13

SUMMARY HISTORICAL AND CONSOLIDATED FINANCIAL DATA

The following table sets forth our summary historical financial data as of and for the periods indicated.  The summary statement of operations data for the years ended December 31, 2006, 2007 and 2008 and the summary balance sheet data as of December 31, 2006, 2007 and 2008 have been derived from and should be read in conjunction with our audited consolidated financial statements, the notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Current Report on Form 8-K filed on May 18, 2009 (which retrospectively adjusted portions of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 to reflect a change in accounting principle as described under “Basis of Presentation” on page ii), which report is incorporated herein by reference.

The summary historical financial data for the six months ended June 30, 2008 and 2009 and the balance sheet data as of June 30, 2009 have been derived from and should be read in conjunction with our unaudited consolidated condensed financial statements, the notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, which report is incorporated herein by reference.

	Years Ended December 31,							Six Months EndedJune 30,
	2006		2007		2008			2008		2009
	(in thousands, except per share amounts)
Statement of operations data:
Operating revenues:
Services	$	791,804	$	922,415	$	999,972		$	498,614	$	428,592
Sales		105,426		124,289		118,857			64,362		27,126
Total revenues	$	897,230	$	1,046,704	$	1,118,829		$	562,976	$	455,718
Cost of services (exclusive of depreciation and amortization)		432,013		521,433		594,785			282,914		249,905
Cost of sales (exclusive of depreciation and amortization)		77,934		90,347		85,856			46,551		20,385
Selling, general and administrative expenses		143,105		165,080		184,213			96,066		80,618
Employee termination costs		12,622		3,642		13,695			2,772		3,920
Depreciation and amortization		106,006		160,366		218,643			69,612		61,404
Operating income	$	125,550	$	105,836	$	21,637		$	65,061	$	39,486
Net income (loss) available to common stockholders	$	55,261	$	53,155	$	(4,485	)	$	42,417	$	(4,844	)
Basic net income (loss) available to common stockholders per share	$	0.61	$	0.57	$	(0.05	)	$	0.46	$	(0.05	)
Diluted net income (loss) available to common stockholders per share	$	0.58	$	0.55	$	(0.05	)	$	0.45	$	(0.05	)

	As of December 31,						As of June, 30,
	2006		2007		2008		2009
Balance sheet data:
Cash, cash equivalents and short term investments	$	27,791	$	29,403	$	140,639	$	234,833
Total assets		1,757,938		2,098,786		2,182,453		2,329,461
Total long-term debt (including current installments)		870,144		1,043,938		1,239,467		1,369,078
Total stockholders’ equity		572,663		693,591		595,829		639,802

14

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the six months ended June 30, 2009 and the years ended December 31, 2004, 2005, 2006, 2007 and 2008.  For the purpose of determining the ratio of earnings to fixed charges, “earnings” consist of earnings (loss) before income tax expense (benefit) plus fixed charges, and “fixed charges” consist of interest expense, including amortization of deferred financing costs, plus one-third of rental expense (this portion is considered to be representative of the interest factor).

	Year Ended December 31,					Six Months EndedJune 30,
	2004	2005	2006	2007	2008	2009
Ratio of earnings to fixed charges (1)	3.8x	3.3x	2.2x	1.5x	0.4x	1.1x

(1)Earnings (as calculated as described above) were less than fixed charges by approximately $54.5 million for the fiscal year ended December 31, 2008.

15

RISK FACTORS

Before making any decision to participate in the exchange offer, you should carefully consider the following risk factors in addition to the other information contained in this prospectus and incorporated by reference in this prospectus, although the risk factors (other than those dealing specifically with the new notes) are generally applicable to the old notes as well as the new notes.  Any of the following risks could materially and adversely affect our business, financial condition or results of operations.  The risks described below are not the only risks facing us.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.  In the following discussion of risk factors, when we refer to the term “note” or “notes,” we are referring to both the old notes and the new notes to be issued in the exchange offer.

RISKS RELATING TO OUR BUSINESS

We operate in highly competitive industries and our success depends on our ability to effectively compete with numerous domestic and foreign businesses.

We face competition from a number of domestic and foreign businesses, some of which have substantially greater financial resources than we do, which could impact our ability to win new contracts and renew existing contracts.  We continue to operate in a period of intense price-based competition, which could affect the number and the profitability of the contracts we win.

Contract awards by lottery authorities are sometimes challenged by unsuccessful bidders, which can result in costly and protracted legal proceedings that can result in delayed implementation or cancellation of the award.  In addition, the domestic lottery market has matured such that the number of states conducting lotteries is unlikely to increase materially in the near-term.

We believe our principal competitors in the instant ticket lottery business are increasing their production capacity, which could increase pricing pressures in the instant ticket business and adversely affect our ability to win or renew instant ticket contracts or reduce the profitability of instant ticket contracts that we do win.  Our domestic U.S. instant ticket business could also be adversely affected should additional foreign competitors in Canada or Mexico export their lottery products to the U.S. or should other foreign competitors establish printing facilities in the U.S., Canada or Mexico to supply the U.S.

We also face increased price competition in the online lottery market from our two principal competitors.  Since late 2007, the lottery authorities in South Carolina, West Virginia and South Dakota awarded new online lottery contracts to competitors.  Our online lottery contracts with South Carolina, West Virginia and South Dakota terminated on November 15, 2008, June 27, 2009 and August 2, 2009, respectively.  We also compete in the international instant ticket lottery market with low-price, low-quality printers in a regulated environment where laws are being reinterpreted so as to create competition from non-traditional lottery vendors and products.

Pricing pressures and potential privatization of some lotteries may also change the manner in which online and instant ticket contracts are awarded and the profitability of those contracts.  Any future success of our lottery business will also depend, in part, on the success of the lottery industry in attracting and retaining players in the face of increased competition for these players’ entertainment dollars, as well as our own success in developing innovative products and systems to achieve this goal.  Our failure to achieve this goal could reduce revenues from our lottery operations.  As a result of pressures on state and other government budgets, other forms of gaming may be legalized, which could adversely impact our business.

We also operate in competitive markets in other parts of our business.  Our pari-mutuel business faces competition from other operators, other gaming venues such as casinos and state-sponsored lotteries and other forms of legal and illegal gaming.  The market for pari-mutuel wagering has seen declines over a period of years and the continuing popularity of horse and dog racing is important to

16

the operating results of our pari-mutuel business.  Our other gaming-related businesses face competition from other vendors and illegal operators, as well as changes in law and regulation that can affect our future profitability.  In our prepaid phone card business, we are operating in a period of intense price-based competition, which may continue to negatively affect our revenues and operating margins.  Moreover, the cellular telephone industry is undergoing technological changes such that other technologies, including electronic commerce, could impact our growth opportunities and our customer relationships.

Recent changes to certain contracts and other aspects of our business, together with the current economic conditions and adverse foreign currency exchange rate fluctuations, have adversely affected our results of operations and may continue to do so.

Over the past several quarters, we have changed the pricing and pricing structure of certain of our lottery contracts and, in 2009, began selling instant lottery tickets in China through our joint venture rather than directly.  These changes, together with the current global economic slowdown and adverse foreign currency exchange rate fluctuations, have had and may continue to have a negative effect on our results of operations.  For example, our revenues in the first half of 2009 decreased approximately $107.3 million, or 19%, compared to the same period in 2008.  We expect these factors that negatively impacted our results in the first half of 2009 to continue to do so into at least the third quarter of 2009.

In addition, we cannot predict the effect that the global economic slowdown will have on us as it also impacts our customers, vendors and business partners.  We believe that the lottery and wide area gaming businesses are less susceptible to reductions in consumer spending than the destination gaming business (e.g., resort/casino venues, which are typically less accessible than lottery and wide area gaming retail outlets) and other parts of the consumer sector.  However, there can be no assurance that the continuation or worsening of the current economic slowdown will not negatively impact the lottery or wide area gaming businesses.

Our business is subject to evolving technology.

The markets for all of our products and services are affected by changing technology, new legislation and evolving industry standards.  Our ability to anticipate or respond to such changes and to develop and introduce new and enhanced products and services on a timely basis will be a significant factor in our ability to expand, remain competitive, attract new customers and retain existing contracts.

We can give no assurance that we will achieve the necessary technological advances or have the financial resources needed to introduce new products or services on a timely basis or that we will otherwise have the ability to compete effectively in the markets we serve.

We are heavily dependent on our ability to renew our long-term contracts with our customers and we could lose substantial revenue and profits if we are unable to renew certain of our contracts.

Generally, our contracts are for initial terms of one to five years, with optional renewal periods.  Upon the expiration of a contract, including any extensions thereof, new contracts may be awarded through a competitive bidding process.  Since late 2007, the lottery authorities in South Carolina, West Virginia and South Dakota, which were previously customers of ours, awarded new online lottery contracts to our competitors.  Our revenues from our online contracts for South Carolina, West Virginia and South Dakota represented approximately $14.3 million, or approximately 1%, of our total 2008 revenues.

In addition, our contract with CLN, our largest customer, is scheduled to expire in 2010 concurrently with the scheduled expiration of CLN’s contract with the Italian Monopoli di Stato under which CLN is the exclusive operator of the Italian Gratta e Vinci instant ticket lottery.  The Italian government recently promulgated a decree providing for a competitive tender process for the granting of up to four concessions to potential operators of the Gratta e Vinci instant ticket lottery for a nine-year term (subject to a performance evaluation of the concessionaire during the fifth year) following the termination of CLN’s current contract, subject to certain terms and conditions, including a potentially significant upfront payment obligation and a reduction in the commission

17

rate from 12.75% to 11.9%.  The decree also contemplates the possibility that CLN maintains exclusive use of the current retail sales network until January 2012.  The tender process has not yet commenced.  In anticipation of the tender process, we have entered into a memorandum of understanding with the other members of CLN to participate in the tender process together.  There can be no assurance that CLN (or a similar vehicle) will be awarded a concession to continue to operate the instant ticket lottery following the termination of its current contract or whether other operators will also be awarded a concession.  In addition, there can be no assurance that we will continue to supply instant lottery tickets and other services under any future arrangements.

We are also required by certain of our lottery customers to provide surety or performance bonds in connection with our contracts.  There can be no assurance that we will continue to be able to obtain surety or performance bonds on commercially reasonable terms or at all.  Our inability to provide such bonds would materially and adversely affect our ability to renew existing, or obtain new, lottery contracts.

There can be no assurance that our current contracts will be extended or that we will be awarded new contracts as a result of competitive bidding processes in the future.  The termination, expiration or failure to renew one or more of our contracts could cause us to lose substantial revenue and profits, which could have an adverse effect on our ability to win or renew other contracts or pursue acquisitions or other growth initiatives.

We may not have sufficient cash flows from operating activities, cash on hand and available borrowings under our credit facilities to finance required capital expenditures under new contracts, service our indebtedness and meet our other cash needs.  These obligations require a significant amount of cash.

Our online lottery, wide area gaming and pari-mutuel contracts generally require significant up-front capital expenditures for terminal assembly, software customization and implementation, systems and equipment installation and telecommunications configuration.  Historically, we have funded these up-front costs through cash flows generated from operations, available cash on hand and borrowings under our credit facilities.  Our ability to continue to procure new contracts will depend on, among other things, our then present liquidity levels or our ability to obtain additional financing at commercially reasonable terms.  If we do not have adequate liquidity or are unable to obtain financing for these up-front costs on favorable terms or at all, we may not be able to bid on certain contracts, which could restrict our ability to grow and have a material adverse effect on our results of operations. Moreover, we may not realize the return on investment that we anticipate on new contracts due to a variety of factors, including lower than anticipated retail sales and unanticipated regulatory developments or litigation.

As of June 30, 2009, we had total indebtedness of approximately $1,383.0 million, or approximately 68% of our total capitalization, consisting primarily of senior secured term loan and revolving credit facilities under our credit agreement, senior subordinated notes and convertible senior subordinated debentures.  Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future.  This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

If we are unable to generate sufficient cash flow from operations in the future to meet our commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital.  We cannot assure you that any of these actions could be completed on a timely basis or on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements.  Moreover, our existing or future debt agreements contain restrictive covenants that may prohibit us from adopting these alternatives.  Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.  In addition, as described below, a substantial portion of our long-term indebtedness may accelerate and become due in 2010 unless certain actions are taken to eliminate the right of the holders of our convertible debentures to require us to redeem or repurchase such convertible debentures or unless our available liquidity exceeds the aggregate principal amount of such convertible

18

debentures then outstanding plus $50.0 million.  During 2009, we have taken steps that we believe will allow us to address this potential acceleration event, including deferring a portion of the Global Draw earn-out payment by issuing the Global Draw promissory notes, completing the offering of the old notes (and receiving net proceeds of approximately $212.0 million after the original issue discount and fees and expenses) and repurchasing approximately $158.3 million in aggregate principal amount of our convertible debentures (leaving approximately $115.5 million in aggregate principal amount of our convertible debentures currently outstanding).  Although we expect that we will be able to satisfy the conditions described above in a timely manner (including by having sufficient cash and liquidity) in light of the steps we have taken and intend to take, and thereby prevent the acceleration of such indebtedness, there can be no assurance that we will be able to do so.

Our business depends on the protection of our intellectual property and proprietary information.

We believe that our success depends, in part, on protecting our intellectual property in the U.S. and in foreign countries.  Our intellectual property includes certain patents and trademarks relating to our instant ticket games and wagering systems, as well as proprietary or confidential information that is not subject to patent or similar protection.  Our intellectual property protects the integrity of our games, systems, products and services, which is a core value of the industries in which we operate.  For example, our intellectual property is designed to ensure the security of the printing of our instant lottery tickets and prepaid phone cards and provide simple and secure validation of our lottery tickets.  Competitors may independently develop similar or superior products, software, systems or business models.  In cases where our intellectual property is not protected by an enforceable patent, such independent development may result in a significant diminution in the value of our intellectual property.

There can be no assurance that we will be able to protect our intellectual property.  We enter into confidentiality or license agreements with our employees, vendors, consultants, and, to the extent legally permissible, our customers, and generally control access to, and the distribution of, our game designs, systems and other software documentation and other proprietary information, as well as the designs, systems and other software documentation and other information we license from others.  Despite our efforts to protect these proprietary rights, unauthorized parties may try to copy our gaming products, business models or systems, use certain of our confidential information to develop competing products, or develop independently or otherwise obtain and use our gaming products or technology, any of which could have a material adverse effect on our business.  Policing unauthorized use of our technology is difficult and expensive, particularly because of the global nature of our operations.  The laws of other countries may not adequately protect our intellectual property.

There can be no assurance that our business activities, games, products and systems will not infringe upon the proprietary rights of others, or that other parties will not assert infringement claims against us.  Any such claim and any resulting litigation, should it occur, could subject us to significant liability for damages and could result in invalidation of our proprietary rights, distract management, and/or require us to enter into costly and burdensome royalty and licensing agreements.  Such royalty and licensing agreements, if required, may not be available on terms acceptable to us, or may not be available at all.  In the future, we may also need to file lawsuits to defend the validity of our intellectual property rights and trade secrets, or to determine the validity and scope of the proprietary rights of others.  Such litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources.

We rely on products and technologies that we license from third parties.  There can be no assurance that these third-party licenses, or the support for such licenses, will continue to be available to us on commercially reasonable terms, if at all.

Our business competes on the basis of the security and integrity of our systems and products.

We believe that our success depends, in part, on providing secure products and systems to our vendors and customers.  Attempts to penetrate security measures may come from various combinations of customers, retailers, vendors, employees and others.  Our ability to monitor and ensure quality of our products is periodically reviewed and enhanced.  Similarly, we constantly assess the adequacy of our security systems to protect against any material loss to any of our customers and the integrity of the product to end-users.  There can be no assurance that our business will not be affected by a security breach or lapse, which could have a material adverse impact on our results of operations, business or prospects.

19

Our industry is subject to strict government regulations that may limit our existing operations and have a negative impact on our ability to grow.

In the U.S. and many other countries, lotteries, pari-mutuel and other forms of wagering must be expressly authorized by law.  Once authorized, such activities are subject to extensive and evolving governmental regulation.  Moreover, such gaming regulatory requirements vary from jurisdiction to jurisdiction.  Therefore, we are subject to a wide range of complex gaming laws and regulations in the jurisdictions in which we are licensed.  Most jurisdictions require that we be licensed, that our key personnel and certain of our security holders be found suitable or be licensed, and that our products be reviewed and approved before placement.  If a license, approval or finding of suitability is required by a regulatory authority and we fail to seek or do not receive the necessary approval, license or finding of suitability, then we may be prohibited from distributing our products for use in the particular jurisdiction.

The regulatory environment in any particular jurisdiction may change in the future, and any such change could have a material adverse effect on our results of operations, business or prospects.  Moreover, there can be no assurance that the operation of lotteries, pari-mutuel wagering facilities, video gaming industry machines, Internet gaming or other forms of lottery or wagering systems will be approved by additional jurisdictions or that those jurisdictions in which these activities are currently permitted will continue to permit such activities.  Although we believe that we have developed procedures and policies designed to comply with the requirements of evolving laws, there can be no assurance that law enforcement or gaming regulatory authorities will not seek to restrict our business in their jurisdictions or even institute enforcement proceedings.

Moreover, in addition to the risk of an enforcement action, we also potentially risk an impact on our reputation in the event of any potential legal or regulatory investigation whether or not we are ultimately accused of or found to have committed any violation.  We are required to obtain and maintain licenses from various state and local jurisdictions in order to operate certain aspects of our pari-mutuel business and we are subject to extensive background investigations and suitability standards in our lottery business.  We also will become subject to regulation in any other jurisdiction where our customers operate in the future.  There can be no assurance that we will be able to obtain new licenses or renew any of our existing licenses, and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our results of operations, business or prospects.  Lottery authorities generally conduct background investigations of the winning vendor and its employees prior to and after the award of a lottery contract.  Generally, regulatory authorities have broad discretion when granting, renewing or revoking these approvals and licenses.  Lottery authorities with which we do business may require the removal of any of our employees deemed to be unsuitable and are generally empowered to disqualify us from receiving a lottery contract or operating a lottery system as a result of any such investigation.  Our failure, or the failure of any of our key personnel, systems or machines, in obtaining or retaining a required license or approval in one jurisdiction could negatively impact our ability (or the ability of any of our key personnel, systems or gaming machines) to obtain or retain required licenses and approvals in other jurisdictions.  The failure to obtain or retain a required license or approval in any jurisdiction would decrease the geographic areas where we may operate and generate revenues, decrease our share in the gaming marketplace and put us at a disadvantage compared with our competitors.

Some jurisdictions also require extensive personal and financial disclosure and background checks from persons and entities beneficially owning a specified percentage (typically 5% or more) of our equity securities.  The failure of these beneficial owners to submit to such background checks and provide required disclosure could jeopardize the award of a lottery contract to us or provide grounds for termination of an existing lottery contract.  Additional restrictions are often imposed by international jurisdictions in which we market our lottery systems on foreign corporations, such as us, seeking to do business in such jurisdictions.  In light of these regulations and the potential impact on our business, in 2007, our Board of Directors and our stockholders adopted an amendment to our restated certificate of incorporation that allows for the restriction of stock ownership by persons or entities who fail to comply with informational or other regulatory requirements under applicable gaming law, who are found unsuitable to hold our stock by gaming authorities or whose stock ownership adversely affect our ability to obtain, maintain, renew or qualify for a license, contract, franchise or other regulatory approval from a gaming authority.  The licensing procedures and background investigations of the authorities that regulate our businesses and the amendment may inhibit potential investors from becoming significant stockholders or inhibit existing shareholders from retaining or increasing their ownership.

20

We have developed and implemented an internal compliance program in an effort to ensure that we comply with legal requirements imposed in connection with our wagering-related activities, as well as legal requirements generally applicable to all publicly traded corporations.  The compliance program is run on a day-to-day basis by our Chief Compliance Officer with legal advice provided by our General Counsel and outside experts.  The compliance program is overseen by the Compliance Committee of our Board of Directors, consisting of three outside directors.  While we are firmly committed to full compliance with all applicable laws, there can be no assurance that such steps will prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of a monetary fine or suspension or revocation of one or more of our licenses.

Gaming opponents persist in their efforts to curtail the expansion of legalized gaming, which, if successful, could limit our existing operations.

Legalized gaming is subject to opposition from gaming opponents.  There can be no assurance that this opposition will not succeed in preventing the legalization of gaming in jurisdictions where these activities are presently prohibited or prohibiting or limiting the expansion of gaming where it is currently permitted, in either case to the detriment of our business, financial condition, results and prospects.

Our ability to complete future acquisitions of gaming and related businesses and integrate those businesses successfully could limit our future growth.

Part of our corporate strategy is to continue to pursue expansion and acquisition opportunities in gaming and related businesses.  In connection with any such acquisitions, we could face significant challenges in managing and integrating the expanded or combined operations, including acquired assets, operations and personnel.  There can be no assurance that acquisition opportunities will be available on acceptable terms or at all or that we will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions.  Our ability to succeed in implementing our strategy will depend to some degree upon the ability of our management to identify, complete and successfully integrate commercially viable acquisitions.  Acquisition transactions may disrupt our ongoing business and distract management from other responsibilities.

Our revenues fluctuate due to seasonality  and timing of equipment sales and, therefore, you should not rely upon our periodic operating results as indications of future performance.

Our pari-mutuel service revenues are subject to seasonality related to weather variations.  The first and fourth quarters of the calendar year traditionally comprise the weakest period for our pari-mutuel wagering service revenue.  As a result of inclement weather during the winter months, a number of racetracks do not operate and those that do operate often experience missed racing days.  Additionally, the fourth quarter is typically the weakest quarter for Global Draw due to reduced wagering during the holiday season.  This adversely affects the amounts wagered and our corresponding service revenues.  Our revenues in our Lottery Systems Group can to some extent be dependent on the size of jackpots of lottery games such as Powerball® and Mega Millions during the relevant period.

Lottery and wagering equipment sales and software license revenues usually reflect a limited number of large transactions, which may not recur on an annual basis.  Consequently, revenues and operating margins can vary substantially from period to period as a result of the timing and magnitude of major equipment sales and software license revenue.  As a general matter, lottery and wagering equipment sales generate lower operating margins than revenue from other aspects of our business.  In addition, instant ticket and prepaid phone card sales may vary depending on the season and timing of contract awards, changes in customer budgets, ticket inventory levels, lottery retail sales and general economic conditions.

Our business could also be impacted by natural or man-made disasters such as Hurricane Katrina or the terrorist attack in New York on September 11, 2001.  Although we have taken steps to have disaster recovery plans in place and have business interruption insurance, there can be no assurance that such an event would not have a significant impact on our business.

21

Our success depends in part on our ability to develop, enhance and/or introduce successful gaming concepts and game content.

In the Diversified Gaming Group, our Global Draw and Games Media businesses develop and source game content both internally and through third party suppliers.  Games Media also seeks to secure third party brands for incorporation into its game content.  We believe creative and appealing game content produces more revenue and net win for the gaming machine customers of these businesses and provides them with a competitive advantage, which in turn enhances the revenues of Global Draw and Games Media and their ability to attract new business or to retain existing business.  In our lottery business, we believe that innovative gaming concepts and game content, such as multiplier games for our Lottery Systems Group and licensed brand game content for our Printed Products Group, can enhance the revenue of our lottery customers and distinguish us from our competitors.  There can be no assurance that we will be able to sustain the success of our existing game content or effectively develop or obtain from third parties new and enhanced game content that will be widely accepted both by our customers and their end users.

We are dependent on our suppliers and contract manufacturers, and any failure of these parties to meet our performance and quality standards or requirements could cause us to incur additional costs or lose customers.

Our production of instant lottery tickets and prepaid phone cards, in particular, depends upon a continuous supply of raw materials, supplies, power and natural resources.  Our operating results could be adversely affected by an interruption or cessation in the supply of these items or a serious quality assurance lapse.

We transmit certain wagering data utilizing satellite transponders, generally pursuant to long-term contracts.  The technical failure of any of these satellites would require us to obtain other communication services, including other satellite access.  In some cases, we employ backup systems to limit our exposure in the event of such a failure.  There can be no assurance of access to such other satellites or, if available, the ability to obtain the use of such other satellites on favorable terms or in a timely manner.  While satellite failures are infrequent, the operation of satellites is outside of our control.

Our contracts for the broadcast of signals are usually one-year contracts.  Because of competitive and other factors, we cannot provide assurance that these broadcast contracts will be renewed.  Elimination of our access to racing broadcast signals could have a material adverse affect on racing revenue as well as our ability to expand the business into new markets.

In addition, our Global Draw business has entered into a number of significant contracts whose performance depends upon our third-party suppliers delivering equipment on schedule for Global Draw to meet its contract commitments.  Failure of the suppliers to meet their delivery commitments could result in Global Draw being in breach of and subsequently losing those contracts, which loss could have a material adverse affect on our results of operations.

We may be liable for product defects or other claims relating to our products.

Our products could be defective, fail to perform as designed or otherwise cause harm to our customers, their equipment or their products.  If any of our products are defective, we may be required to recall the products and/or repair or replace them, which could result in substantial expenses and affect our profitability.  Any problems with the performance of our products could harm our reputation, which could result in a loss of sales to customers and/or potential customers.  In addition, if our customers believe that they have suffered harm caused by our products, they could bring claims against us that could result in significant liability.  Any claims brought against us by customers may result in diversion of management’s time and attention, expenditure of large amounts of cash on legal fees, expenses, and payment of damages, decreased demand for our products and services, and injury to our reputation.  Our insurance may not sufficiently cover a large judgment against us or a large settlement payment, and is subject to customary deductibles, limits and exclusions.

22

We have foreign operations, which subjects us to additional risks.

We are a global business and derive a substantial and growing portion of our revenue and profits from operations outside the U.S.  In fiscal year ended December 31, 2008, we derived approximately 50% of our total revenues from our operations outside of the U.S.  Our operations in foreign markets subject us to risks customarily associated with such operations, including:

·the complexity of foreign laws, regulations and markets;

·the impact of foreign labor laws and disputes;

·other economic, tax and regulatory policies of local governments; and

·the ability to attract and retain key personnel in foreign jurisdictions.

Additionally, foreign taxes paid by our foreign subsidiaries and joint venture interests on their earnings may not be recovered against our U.S. tax liability.  At December 31, 2008, we had a deferred tax asset for our foreign tax credit (FTC) carry forward of approximately $40.4 million. Although we will continue to explore tax planning strategies to use all of our FTC, at March 31, 2009, we established a valuation allowance of approximately $33.8 million against the FTC deferred tax asset to reduce the asset to the net amount our management estimates is “more likely than not” to be realized.  Further, we determined it is not “more likely than not” that the foreign taxes generated in 2009 will be realized in full against our U.S. tax liability during the FTC carry forward period.  As a result, our 2009 annual effective income tax rate is expected to be greater than the federal statutory rate because of the valuation allowance established against the deferred tax asset for a portion of the FTC generated in 2009.

Our consolidated financial results are significantly affected by foreign currency exchange rate fluctuations.  Foreign currency exchange rate exposures arise from current transactions and anticipated transactions denominated in currencies other than U.S. dollars and from the translation of foreign currency balance sheet accounts into U.S. dollar-denominated balance sheet accounts.  We are exposed to currency exchange rate fluctuations because a significant portion of our revenues is denominated in currencies other than the U.S. dollar, particularly the British pound sterling and the Euro.  Exchange rate fluctuations have in the past adversely affected our operating results and cash flows and may adversely affect our results of operations and cash flows and the value of our assets outside the U.S. in the future.

In addition, our ability to expand successfully in foreign markets involves other risks, including difficulties in integrating our foreign operations, risks associated with entering markets in which we may have little experience and the day-to-day management of a growing and increasingly geographically diverse company.  Our investment in foreign markets often entails entering into joint ventures or other business relationships with locally based entities, which can involve additional risks arising from our lack of sole decision-making authority, our reliance on a partner’s financial condition, inconsistency between our business interests or goals and those of our partners and disputes between us and our partners.  In particular, our investment in CLN is a minority investment in an Italian consortium whose largest equity holder is Lottomatica S.p.A, an Italian entity, and we do not control decisions relating to the governance of the consortium, including with respect to the distribution of its cash earnings.

23

Through our joint ventures and wholly owned foreign enterprises, we have lottery-related investments and business operations in China, from which we expect to derive a growing portion of income.  Our business and results of operations in China are subject to a number of risks, including risks relating to our ability to finance our operations in China, the complex regulatory environment in China, the political climate in China, the Chinese economy and our joint venture and other business partners in China.  Two of our joint ventures are with locally based state-owned enterprises, which can potentially heighten the joint venture-related risks described above relating to inconsistency of business interests and disputes.

We believe that our operations in China are in compliance with all applicable legal and regulatory requirements.  However, we cannot assure you that legal and regulatory requirements in China will not change or that China’s central or local governments will not impose new, stricter regulations or interpretations of existing regulations that would impose additional costs on our operations in China or even restrict or prohibit such operations.  For example, comprehensive legislation regulating competition took effect in August 1, 2008.  This new law, among other things, prohibits certain types of agreements (unless they fall within specified exemptions) and certain behavior classified as abuse of dominant market position or intellectual property rights.  Additionally, new lottery regulations in China became effective on July 1, 2009.  Although we do not believe these new laws will have a material adverse effect on our results of operations, we cannot predict with certainty what impact the new law (or implementing rules or enforcement policy) will have on our business in China (including whether or to what extent, the law applies to state-owned business or joint ventures in which they participate).

We may not realize the operating efficiencies, market position or financial results that we anticipate from our investments in foreign markets and our failure to effectively manage the above risks associated with our operations in foreign markets could have a material adverse effect on our results of operations, business or prospects.

We recognize significant earnings from our investment in CLN but we do not control distributions of its cash.

We are a 20% equity owner in CLN, the income from which we account for under the equity method of accounting.  Our investment in CLN resulted in a significant portion of our income in 2008.  For the year ended December 31, 2008, we recorded income of approximately $51.7 million attributable to our interest in CLN.  For the six months ended June 30, 2009, we recorded income of approximately $26.6 million attributable to our interest in CLN.  Our investment in CLN is a minority investment and we do not control decisions relating to the distribution of its cash earnings.  Lottomatica S.p.A., which owns one of our principal competitors, has a 63% interest in CLN.  If CLN does not distribute earnings to equity holders, we may record significant income attributable to our interest in CLN but will not receive commensurate cash flow.  Any inability to access cash earned by the consortium could adversely affect our ability to pay our obligations under the notes.

In addition, our contract with CLN, our largest customer, is scheduled to expire in 2010 concurrently with the scheduled expiration of CLN’s contract with the Italian Monopoli di Stato under which CLN is the exclusive operator of the Italian Gratta e Vinci instant ticket lottery.  The Italian government recently promulgated a decree providing for a competitive tender process for the granting of up to four concessions to potential operators of the Gratta e Vinci instant ticket lottery for a nine-year term (subject to a performance evaluation of the concessionaire during the fifth year) following the termination of CLN’s current contract, subject to certain terms and conditions, including a potentially significant upfront payment obligation and a reduction in the commission rate from 12.75% to 11.9%.  The decree also contemplates the possibility that CLN maintains exclusive use of the current retail sales network until January 2012.  The tender process has not yet commenced.  In anticipation of the tender process, we have entered into a memorandum of understanding with the other members of CLN to participate in the tender process together.  There can be no assurance that CLN (or a similar vehicle) will be awarded a concession to continue to operate the instant ticket lottery following the termination of its current contract or whether other operators will also be awarded a concession.  In addition, there can be no assurance

24

that we will continue to supply instant lottery tickets and other services under any future arrangements.

Certain holders of our common stock exert significant influence over the Company and may make decisions that conflict with the interests of our creditors.

In August 2004, MacAndrews & Forbes Holdings Inc. was issued approximately 25% of our outstanding common stock in connection with its conversion of our then outstanding Series A Convertible Preferred Stock.  According to a Form 4 filed with the SEC on January 6, 2009, this holder beneficially owns 25,985,737 shares of our common stock, or approximately 28% of our currently outstanding common stock.  Such holder is entitled to appoint up to four members of our Board of Directors under a stockholders’ agreement with us, as supplemented, which we originally entered into with holders of the Series A Convertible Preferred Stock, and certain actions of the Company require the approval of such holder.  As a result, this holder has the ability to exert significant influence over our business and may make decisions with which our creditors may disagree.  For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity holders might conflict with your interests as a note holder.  In addition, our equity holders may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of the notes.

If certain of our key personnel leave us, our business will be significantly adversely affected.

We depend on the continued performance of our senior management team, including Joseph R. Wright, our Chief Executive Officer and Vice Chairman of our Board. A. Lorne Weil relinquished the role of Chief Executive Officer effective January 1, 2009 but continues to serve as Chairman of the Board.  Although no longer an executive officer, we depend on Mr. Weil for overall strategic and organizational guidance and advice on business development projects and mergers and acquisitions.  Mr. Weil and our senior management team have extensive experience in the lottery and pari-mutuel businesses.  Mr. Wright has an employment contract with us through 2011 and Mr. Weil has an employment contract with us through 2013.  If we lose the services of Mr. Weil, Mr. Wright or any of our other senior officers and cannot find suitable replacements for such persons in a timely manner, it could have a material adverse effect on our business.

We could incur costs in the event of violations of or liabilities under environmental laws.

Our operations and real properties are subject to U.S. and foreign environmental laws and regulations, including those relating to air emissions, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites.  We could incur costs, including cleanup costs, fines or penalties, and third-party claims as a result of violations of or liabilities under environmental laws.  Some of our operations require environmental permits and controls to prevent or reduce environmental pollution, and these permits are subject to review, renewal and modification by issuing authorities.  We believe that our operations are currently in substantial compliance with all environmental laws, regulations and permits and have not historically incurred material costs for noncompliance with, or liabilities under, these requirements.

Failure to perform under our lottery contracts may result in litigation, substantial monetary liquidated damages and contract termination.

Our business subjects us to contract penalties and risks of litigation, including due to potential allegations that we have not fully performed under our contracts or that goods or services we supply are defective in some respect.  Litigation is pending in Colombia arising out of the termination of certain Colombian lottery contracts in 1993.  An agency of the Colombian government has asserted claims against certain parties, including the Issuer, which owned a minority interest in the former operator of the Colombian national lottery.  The claims are for, among other things, contract penalties, interest and the costs of a bond issued by a Colombian surety.  For additional information regarding this litigation see “Item 3—Legal Proceedings” included in our Annual Report on Form 10-K.  Although we believe that any potential losses arising from this litigation will not result in a material adverse effect on our consolidated financial position or results of operations, we cannot predict the final outcome, and there can be no assurance that this litigation will not be finally resolved adversely to us or result in material liability.

25

In addition, our lottery contracts typically permit a lottery authority to terminate the contract at any time for material failure to perform, other specified reasons and, in many cases, for no reason at all.  Lottery contracts to which we are a party also frequently contain exacting implementation schedules and performance requirements and the failure to meet these schedules and requirements may result in substantial monetary liquidated damages, as well as possible contract termination.  We are also required by certain of our lottery customers to provide surety or performance bonds.  We have paid or incurred liquidated damages under our lottery contracts and material amounts of liquidated damages could be imposed on us in the future, which could, if imposed, have a material adverse effect on our results of operations, business or prospects.

Labor disputes may have an adverse effect on our operations.

Although we have increasingly automated our pari-mutuel field operations and created two hub centers, we have union employees in our pari-mutuel field operations in the U.S. and Canada.  We collectively bargain with the labor unions that represent these employees.  The collective bargaining agreement representing the majority of our union employees in our pari-mutuel field operations in the U.S. and the collective bargaining agreement relating to our Canadian racing operations expire on October 20, 2009.  Notwithstanding these agreements, if we were to experience a union strike or work stoppage, it would be difficult to find sufficient replacement employees with the proper skills.  Certain of our other employees are represented by unions, including certain employees at our printing facilities in Australia, Canada, Chile and United Kingdom and at one of our Connecticut OTB locations.  There can be no assurance that we will not encounter any conflicts or strikes with any labor union that represents our employees, which could have an adverse effect on our business or results of operations, could cause us to lose customers or could cause our customers’ operations to be affected and might have permanent effects on our business.

RISKS RELATING TO THE NOTES

Our indebtedness could make it more difficult to pay our debts, divert our cash flow from operations for debt payments, limit our ability to borrow funds and increase our vulnerability to general adverse economic and industry conditions.

As of June 30, 2009, we had total debt of approximately $1,383.0 million, or approximately 68% of our total capitalization.  Our debt service obligations with respect to this debt could have an adverse impact on our earnings and cash flow for as long as the indebtedness is outstanding.

Our indebtedness could have important consequences to holders of our notes.  For example, it could:

·make it more difficult to pay our debts, including payments on the notes, as they become due during general negative economic and market industry conditions because if our revenues decrease due to general economic or industry conditions, we may not have sufficient cash flow from operations to make our scheduled debt payments;

·limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and, consequently, place us at a competitive disadvantage to our competitors with less debt;

·require a substantial portion of our cash flow from operations for debt payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

·make us more highly leveraged than some of our competitors, which could place us at a competitive disadvantage; and

·limit our ability to borrow additional funds.

26

Despite our current levels of debt, we may still incur more debt and increase the risks described above.

We may be able to incur significant additional indebtedness in the future.  For example, as of June 30, 2009, there was $199.4 million of additional availability under the revolving credit facility.  If we add new debt to our current debt levels, the related risks that we now face could intensify, making it less likely that we will be able to fulfill our obligations to holders of the notes.

We may not have sufficient cash flows from operating activities, cash on hand and available borrowings under our credit facilities to service our indebtedness and meet our other cash needs.  These obligations require a significant amount of cash.

Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future.  This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.  We cannot assure you that our future cash flow, cash on hand or available borrowings will be sufficient to meet our obligations and commitments.  If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness (including the notes), selling material assets or operations or seeking to raise additional debt or equity capital.  We cannot assure you that any of these actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements.  In addition, our existing or future debt agreements, including the indenture and the credit facilities, will contain restrictive covenants that may prohibit us from adopting any of these alternatives.  Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.  See “Description of Other Indebtedness” and “Description of Notes.”

Our credit facilities and the indentures governing the notes, the convertible debentures and our existing notes impose certain restrictions.  Failure to comply with any of these restrictions could result in acceleration of our indebtedness.  Were this to occur, we would not have sufficient cash to pay our accelerated indebtedness.

The operating and financial restrictions and covenants in our debt agreements, including the credit facilities and the indentures governing the notes, the convertible debentures and the existing notes, may adversely affect our ability to finance future operations or capital needs or to engage in new business activities.  The credit facilities and/or the indentures will restrict our ability to, among other things:

·declare dividends or redeem or repurchase capital stock;

·prepay, redeem or purchase other debt;

·incur liens;

·make loans, guarantees, acquisitions and investments;

·incur additional indebtedness;

·engage in sale and leaseback transactions;

·amend or otherwise alter debt and other material agreements;

·make capital expenditures;

·engage in mergers, acquisitions or asset sales;

·transact with affiliates; and

27

·alter the business we conduct.

In addition, our credit facilities require us to maintain certain financial ratios.  As a result of these covenants, we will be limited in the manner in which we can conduct our business, and may be unable to engage in favorable business activities or finance future operations or capital needs.  Accordingly, these restrictions may limit our ability to successfully operate our business.  A failure to comply with the restrictions contained in the credit facilities or the indentures, or to maintain the financial ratios required by the credit facilities, could lead to an event of default which could result in an acceleration of the indebtedness.  We cannot assure you that our future operating results will be sufficient to enable compliance with the covenants in the credit facilities, the indentures or other indebtedness or to remedy any such default.  In addition, in the event of an acceleration, we may not have or be able to obtain sufficient funds to make any accelerated payments, including those under the notes.  See “Description of Other Indebtedness” and “Description of Notes.”

The holders of our convertible debentures have the right to require us to repurchase some or all of their convertible debentures in June 2010, and the Global Draw promissory notes and our 2012 notes will mature in May and June 2011 and December 2012, respectively.  The maturity of borrowings under our credit facilities will be accelerated to March 2010, February 2011 or September 2012, respectively, if certain conditions related to our convertible debentures, Global Draw promissory notes or 2012 notes, as applicable, are not satisfied.

Under the terms of our convertible debentures, the holders of the convertible debentures may require us to repurchase some or all of their debentures for cash on June 1, 2010 at a repurchase price equal to 100% of the principal amount of the debentures being repurchased, plus accrued and unpaid interest.  In connection with that repurchase right, the terms of our credit facilities provide that the term loan facility and revolving credit facility will both mature on March 1, 2010, unless one of the following conditions is met:

·the right of holders of the convertible debentures to require the repurchase of their convertible debentures is eliminated on or prior to March 1, 2010;

·the convertible debentures are refinanced, redeemed or defeased (or a trust or escrow is established, on terms reasonably satisfactory to the administrative agent under the credit facilities, for purposes of and in an amount sufficient to discharge all payment obligations with respect to the convertible debentures) on or prior to March 1, 2010; or

·the sum of the aggregate unused and available revolving facility commitments plus unrestricted cash held by the Issuer and the guarantors on March 1, 2010 is not less than the sum of the principal amount of convertible debentures then outstanding plus $50.0 million.

In addition, the Global Draw promissory notes mature in May and June 2011. In connection with the anticipated maturity of the Global Draw promissory notes, the terms of our credit facilities provide that the term loan facility and revolving credit facility will both mature on February 7, 2011 unless either:

·no such promissory notes remain outstanding on such date; or

·the sum of the aggregate unused and revolving facility commitments plus unrestricted cash held by the Issuer and the guarantors on such date is not less than the sum of the principal amount of such promissory notes then outstanding plus $50.0 million.

In addition, our 2012 notes mature on December 15, 2012.  In connection with the anticipated maturity of the 2012 notes, the terms of our credit facilities provide that the term loan facility and revolving credit facility will both mature on September 15, 2012, unless either:

·the 2012 notes are refinanced, redeemed or defeased (or a trust or escrow is established, on terms and conditions reasonably satisfactory to the administrative agent, for purposes of and in an amount sufficient to discharge the 2012 notes) on or prior to September 15, 2012; or

·the sum of the aggregate unused and available revolving facility commitments plus unrestricted cash held by the Issuer and the guarantors on September 15, 2012 is not less than the sum of the principal amount of the 2012 notes then outstanding plus $50.0 million.

28

During 2009, we have taken steps that we believe will allow us to address the potential acceleration event with respect to our convertible debentures, including deferring a portion of the Global Draw earn-out payment by issuing the Global Draw promissory notes, completing the offering of the old notes (and receiving net proceeds of approximately $212.0 million after the original issue discount and fees and expenses) and repurchasing approximately $158.3 million in aggregate principal amount of our convertible debentures (leaving approximately $115.5 million in aggregate principal amount of our convertible debentures currently outstanding).  In light of the steps we have taken and intend to take, we expect that we will be able to satisfy the conditions described above with respect to our convertible debentures in a timely manner (including by having sufficient cash and liquidity to satisfy the liquidity condition described above), and thereby prevent the indebtedness under our credit facilities from becoming accelerated at March 1, 2010.  In addition, we expect to have enough cash and liquidity to retire all of our convertible debentures when holders have the right to require us to repurchase the convertible debentures in June 2010.  However, we cannot assure you that we will be able to satisfy the conditions set forth above or to repay any accelerated indebtedness under our credit facilities or repurchase the convertible debentures in 2010 or such later date as such repurchase may be required, or to repay the Global Draw promissory notes in May and June 2011 or the 2012 notes in 2012.

The notes are not secured by any of our assets.  However, our credit facilities are secured and, therefore, our bank lenders have a prior claim on our and certain of our subsidiaries’ assets.

The notes are not secured by any of our assets.  However, our credit facilities are secured by a pledge of the Company’s and its existing and future domestic subsidiaries’ assets (including those of the Issuer), including 65% of the stock of existing and future foreign subsidiaries directly held by the Company or its domestic subsidiaries (including the Issuer).  If we become insolvent or are liquidated, or if payment under any of the instruments governing our secured debt is accelerated, the lenders under these instruments will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to instruments governing such debt.  Accordingly, the lenders under our credit facilities have a prior claim on certain of our and our subsidiary guarantors’ assets.  In that event, because the notes are not secured by any of our assets, it is possible that our remaining assets might be insufficient to satisfy your claims in full.  In addition, the terms of the notes allow us to secure significant amounts of additional debt with our assets, all of which would be senior to the notes.

Your right to receive payments on the notes is subordinated to the Issuer’s senior debt and the senior debt of the guarantors.

Payment on the notes is subordinated in right of payment to all of the Issuer’s and the guarantors’ senior debt, including obligations under the credit facilities.  As a result, upon any distribution to the Issuer’s or the guarantors’ creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to the Issuer or the guarantors or its or their property, the holders of senior debt will be entitled to be paid in full in cash before any payment may be made on the notes.  In these cases, sufficient funds may not be available to pay all of our creditors, and holders of notes may receive less, ratably, than the holders of senior debt and, due to the turnover provisions in the indenture, less, ratably, than the holders of unsubordinated obligations, including trade payables.  See “Description of Notes—Ranking.” In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for limited periods in the event of certain nonpayment defaults on our credit facilities.

As of June 30, 2009, the notes and the guarantees of the notes were subordinated to approximately $795.5 million of senior indebtedness (excluding $225.8 million of third party liabilities of our non-guarantor subsidiaries, to which the notes are structurally subordinated), including $50.6 million of outstanding letters of credit of the Issuer and the guarantors and $201.8 million in outstanding surety bonds.  We will be permitted to incur additional indebtedness, including senior debt, in the future under the terms of the indentures covering the notes and the existing notes.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with trade creditors and all other holders of our and the subsidiary guarantors’ senior subordinated indebtedness in the assets remaining after we and the subsidiary guarantors have paid all of our and their senior debt.

29

The Issuer will rely in part on its subsidiaries and the other subsidiaries of the Company for funds necessary to meet its financial obligations, including the notes.

We conduct a significant portion of our activities through subsidiaries other than the Issuer.  The Issuer will depend in part on those subsidiaries for dividends and other payments to generate the funds necessary to meet its financial obligations, including the payment of principal and interest on the notes.  We cannot assure you that the earnings from, or other available assets of, these operating subsidiaries, together with the Issuer’s operations, will be sufficient to enable the Issuer to pay principal or interest on the notes when due.

Federal or state laws allow courts, under specific circumstances, to void debts, including guarantees, and could require holders of notes to return payments received from guarantors.

The old notes are, and the new notes will be, guaranteed by the Company and its wholly owned domestic subsidiaries (other than the Issuer).  If a bankruptcy proceeding or lawsuit were to be initiated by unpaid creditors, the notes and the guarantees of the notes could come under review for federal or state fraudulent transfer violations.  Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, obligations under the notes or a guarantee of the notes could be voided, or claims in respect of the notes or a guarantee of the notes could be subordinated to all other debts of the debtor or that guarantor if, among other things, the debtor or the guarantor, at the time it incurred the debt evidenced by such notes or guarantee:

·received less than reasonably equivalent value or fair consideration for the incurrence of such debt or guarantee; and

·one of the following applies:

·it was insolvent or rendered insolvent by reason of such incurrence;

·it was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

·it intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by the debtor or guarantor under the notes or guarantee of the notes could be voided and required to be returned to the debtor or guarantor, as the case may be, or deposited in a fund for the benefit of the creditors of the debtor or guarantor.

The measure of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred.  Generally, however, a debtor or a guarantor would be considered insolvent if:

·the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

·the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

·it could not pay its debts as they become due.

We cannot be sure as to the standards that a court would use to determine whether or not a guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantees of the notes would not be voided or subordinated to the guarantor’s other debt.

30

If a guarantee was legally challenged, it could also be subject to the claim that, because it was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the guarantor were incurred for less than fair consideration.

A court could thus void the obligations under a guarantee or subordinate a guarantee to a guarantor’s other debt or take other action detrimental to holders of the notes.

The old notes are, and the new notes will be, structurally subordinated to the obligations of the Company’s non-guarantor subsidiaries.  Your right to receive payment on the notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates or reorganizes.

Some but not all of the Company’s subsidiaries guaranteed the old notes and will guarantee the new notes.  Our foreign subsidiaries are not guarantors on the notes, and will become so in the future only if they guarantee other debt of us or any of our domestic restricted subsidiaries.  Furthermore, a subsidiary guarantee of the notes may be released under the circumstances described under “Description of Notes—Guarantees.” Our obligations under the old notes are, and under the new notes will be, structurally subordinated to the obligations of our non-guarantor subsidiaries (or to those of any subsidiary whose guarantee is voided as provided above).  Holders of notes will not have any claim as a creditor against our subsidiaries that are not guarantors of the notes.  Therefore, in the event of any bankruptcy, liquidation or reorganization of a non-guarantor subsidiary, the rights of the holders of notes to participate in the assets of such non-guarantor subsidiary will rank behind the claims of that subsidiary’s creditors, including trade creditors (except to the extent we have a claim as a creditor of such subsidiary) and preferred stockholders of such subsidiaries, if any.  For the year ended December 31, 2008, our non-guarantor subsidiaries had operating revenues of $467.7 million and operating income of $36.9 million.  As of June 30, 2009, non-guarantor subsidiaries represented approximately 48.2% of our total assets and had total third party liabilities outstanding of $225.8 million.

We may be unable to finance a change of control offer.

If certain change of control events occur, the Issuer will be required to make an offer for cash to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest and additional interest, if any.  However, we cannot assure you that the Issuer will have the financial resources necessary to purchase the notes upon a change of control or that it will have the ability to obtain the necessary funds on satisfactory terms, if at all.  A change of control would result in an event of default under our credit agreement and may result in a default under other of our indebtedness that may be incurred in the future and would also require us to offer to purchase our existing notes at 101% of the principal amount thereof, plus accrued and unpaid interest, and our convertible debentures at 100% of the principal amount thereof, plus accrued and unpaid interest.  The credit agreement prohibits the purchase of outstanding notes prior to repayment of the borrowings under the credit agreement and any exercise by the holders of the notes, the existing notes or the convertible debentures of their right to require us to repurchase the notes will cause an event of default under our credit agreement.  In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would constitute a “Change of Control” under the indenture.  See “Description of Notes—Change of Control.”

Investors may not be able to determine when a change of control giving rise to their right to have the notes repurchased by the Issuer has occurred following a sale of “substantially all” of our assets.

A change of control, as defined in the indenture governing the notes, will require the Issuer to make an offer to repurchase all outstanding notes.  The definition of change of control includes a phrase relating to the sale, lease or transfer of “all or substantially all” of our assets.  There is no precisely established definition of the phrase “substantially all” under applicable law.  Accordingly, the ability of a holder of notes to require the Issuer to repurchase their notes as a result of a sale, lease or transfer of less than all of our or the Issuer’s assets to another individual, group or entity may be uncertain.

31

If an active trading market does not develop for the new notes you may not be able to resell them.

There is no existing trading market for the new notes.  If no active trading market develops, you may not be able to resell your new notes at their fair market value or at all.  We do not intend to apply for listing of the new notes on any securities exchange.  The initial purchasers have informed us that they currently intend to make a market in the new notes.  However, the initial purchasers are not obligated to do so and may discontinue any such market-making at any time without notice.

The liquidity of any market for the new notes will depend upon various factors, including:

·the number of holders of the new notes;

·the interest of securities dealers in making a market for the new notes;

·the overall market for high yield securities;

·our financial performance or prospects; and

·the prospects for companies in our industry generally.

Accordingly, we cannot assure you that a market or liquidity will develop for the new notes.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes.  We cannot assure you that the market for the new notes, if any, will not be subject to similar disruptions.  Any such disruptions may adversely affect you as a holder of the new notes.

You may be required to dispose of, or we may be permitted to redeem, the notes pursuant to gaming laws.

Certain gaming authorities currently may require a holder of the notes to be licensed or found qualified or suitable under applicable laws and regulations.  It is possible that gaming authorities in additional jurisdictions could impose similar requirements.  If, at any time, a holder of notes is required to be licensed or found qualified under any applicable gaming laws or regulations and that holder does not become so licensed or found qualified or suitable, we will have the right, at our option, (1) to require that holder of notes to dispose of all or a portion of those notes within 60 days after the holder receives notice of that finding, or at some other time as prescribed by the applicable gaming authorities, or (2) to redeem the notes of that holder upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to the lesser of the principal amount thereof, or the price at which such holder or beneficial owner acquired the notes, together with, in each case, accrued and unpaid interest to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such gaming authority (or if such gaming authority restricts the redemption price to a lesser amount, then such lesser amount shall be the redemption price).

The old notes are, and the new notes will be, issued with original issue discount for U.S. federal income tax purposes.

The notes were issued with original issue discount for U.S. federal income tax purposes.  Therefore, in addition to the stated interest on the notes, holders of the notes that are U.S. persons are required to include the amounts representing the original issue discount in gross income on a constant yield basis in advance of the receipt of the cash payments to which such income is attributable.  See “Material U.S. Federal Income Tax Considerations.”

32

RISKS RELATING TO THE EXCHANGE OFFER

If you fail to follow the exchange offer procedures, your old notes will not be accepted for exchange.

We will not accept your old notes for exchange if you do not follow the exchange offer procedures.  We will issue new notes as part of this exchange offer only after timely receipt of your old notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your old notes.  Therefore, if you want to tender your old notes, please allow sufficient time to ensure timely delivery.  If we do not receive your old notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your old notes, we will not accept your old notes for exchange.  Neither we nor the exchange agent is required to give notification of defects or irregularities with respect to the tenders of old notes for exchange.  If there are defects or irregularities with respect to your tender of old notes, we will not accept your old notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

Any outstanding old notes after the consummation of the exchange offer will continue to be subject to existing transfer restrictions, and the holders of old notes after the consummation of the exchange offer may not be able to sell their old notes.

We did not register the old notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer.  As a result, the old notes may only be transferred in limited circumstances under the securities laws.  If you do not exchange your old notes in the exchange offer, you will lose your right to have the old notes registered under the Securities Act, subject to certain limitations.  If you continue to hold old notes after the exchange offer, you may be unable to sell the old notes because there will be fewer old notes outstanding.  Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing transfer restrictions.

Lack of an active market for the new notes may adversely affect the liquidity and market price of the new notes.

There is no existing market for the new notes.  We do not intend to apply for a listing of the new notes on any securities exchange.  We do not know if an active public market for the new notes will develop or, if developed, will continue.  If an active public market does not develop or is not maintained, the market price and liquidity of the new notes may be adversely affected.  We cannot make any assurances regarding the liquidity of the market for the new notes, the ability of holders to sell their new notes or the price at which holders may sell their new notes.  In addition, the liquidity and the market price of the new notes may be adversely affected by changes in the overall market for securities similar to the new notes, by changes in our business, financial condition or results of operations and by changes in conditions in our industry.  In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of new notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such new notes.

The market price for the new notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes offered hereby.  The market for the new notes, if any, may be subject to similar disruptions.  Any such disruptions may adversely affect the value of your new notes.

33

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer.  Because we are exchanging the new notes for the old notes, which have substantially identical terms, the issuance of the new notes will not result in any increase in our indebtedness.  The exchange offer is intended to satisfy our obligations under the registration rights agreement.

34

CAPITALIZATION

The following is a summary of our consolidated debt and total capitalization as of June 30, 2009.  You should read this table in conjunction with “Summary Historical and Consolidated Financial Data,” “Selected Financial Data” and our consolidated financial statements and the notes thereto and related sections included in our Current Report on Form 8-K filed on May 18, 2009 (which retrospectively adjusted portions of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 to reflect a change in accounting principle as described under “Basis of Presentation” on page ii), which report is incorporated by reference herein.

	As ofJune 30,2009
	(in thousands)
Debt:
Revolving credit facility(1)	$	—
Term loan(2)	543,125
9.250% Senior Subordinated Notes(2)	217,895		(3)
7.875% Senior Subordinated Notes due 2016(2)	200,000
6.25% Senior Subordinated Notes due 2012(2)	187,075
0.75% Convertible Senior Subordinated Debentures due 2024(2)	135,554		(4)
Capital leases and other indebtedness	85,429
Total debt	$	1,369,078
Stockholders’ equity:
Class A common stock	$	926
Additional paid-in capital	643,603
Accumulated earnings	53,215
Treasury stock, at cost	(48,126		)
Accumulated other comprehensive income	(9,816		)
Total stockholders’ equity	$	639,802
Total capitalization	$	2,008,880

(1)As of June 30, 2009, availability under our $250.0 million revolving credit facility was $199.4 million.  As of June 30, 2009, there were no borrowings and $50.6 million in letters of credit outstanding.

(2)Amounts do not include accrued and unpaid interest.

(3)Balance is net of a debt discount.  Principal balance outstanding at June 30, 2009 was $225.0 million.

(4)Balance reflects an FSP APB 14-1 valuation adjustment.  Principal balance outstanding at June 30, 2009 was $142.4 million.  As a result of repurchases of our convertible senior subordinated debentures subsequent to June 30, 2009, a principal balance of approximately $115.5 million was outstanding as of August 11, 2009.

35

THE EXCHANGE OFFER

Purpose of the Exchange Offer

Simultaneously with the issuance and sale of the old notes on May 21, 2009, the Issuer and the guarantors entered into a registration rights agreement with J.P. Morgan Securities Inc. and other financial institutions named in the agreement, the initial purchasers of the old notes.  Under the registration rights agreement, the Issuer and the guarantors agreed, among other things, to:

·use their commercially reasonable efforts to file with the SEC an exchange offer registration statement relating to the new notes;

·use their commercially reasonable efforts to have the registration statement declared effective by the SEC and remain effective until 180 days after the closing of the exchange offer; and

·use their commercially reasonable efforts to complete an exchange offer, in which new notes will be issued in exchange for old notes, not later than 60 days after the registration statement is declared effective.

The Issuer and the guarantors are conducting the exchange offer to satisfy these obligations under the registration rights agreement.

Under some circumstances, the Issuer and the guarantors may be required to file and use their commercially reasonable efforts to cause to be declared effective by the SEC, in addition to or in lieu of the exchange offer registration statement, a shelf registration statement covering resales of the old notes.  If the Issuer and the guarantors fail to meet specified deadlines under the registration rights agreement, then the Issuer, and, to the extent of their guarantees of the notes, the guarantors, will be obligated to pay liquidated damages to holders of the old notes in the amount of a 0.25% per annum increase in the annual interest rate borne by the notes for the first 90-day period following such failure (which interest rate will increase by 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.0% per annum) until such failure is cured.  See “Description of Notes—Registration Rights.”  A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and the summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement.

Terms of the Exchange Offer

The Issuer and the guarantors are offering to exchange an aggregate principal amount of up to $225.0 million of new notes and guarantees thereof for a like aggregate principal amount of old notes and guarantees thereof.  The form and the terms of the new notes are identical in all material respects to the form and the terms of the old notes except that the new notes:

·will have been registered under the Securities Act;

·will not be subject to restrictions on transfer under the Securities Act;

·will not be entitled to the registration rights that apply to the old notes; and

·will not be subject to any increase in annual interest rate as described below under “Description of Notes—Registration Rights.”

The new notes evidence the same debt as the old notes exchanged for the new notes and will be entitled to the benefits of the same indenture under which the old notes were issued, which is governed by New York law.  For a complete description of the terms of the new notes, see “Description of Notes.” We will not receive any cash proceeds from the exchange offer.

The exchange offer is not extended to holders of old notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

As of the date of this prospectus, $225.0 million aggregate principal amount of old notes is outstanding and registered in the name of Cede & Co., as nominee for DTC.  Only registered holders of the old notes, or their legal

36

representatives and attorneys-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer.  The Issuer and the guarantors will not set a fixed record date for determining registered holders of the old notes entitled to participate in the exchange offer.  This prospectus, together with the letter of transmittal, is being sent to all registered holders of old notes and to others believed to have beneficial interests in the old notes.

Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, the Issuer will accept for exchange old notes which are properly tendered on or before the expiration date and not withdrawn as permitted below.  As used in this section of the prospectus entitled, “The Exchange Offer,” the term “expiration date” means 5:00 p.m., New York City time, on                     , 2009.  If, however, the Issuer and the guarantors, in their sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which the exchange offer is so extended. Old notes tendered in the exchange offer must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

If you do not tender your old notes or if you tender old notes that are not accepted for exchange, your old notes will remain outstanding and continue to accrue interest but will not retain any rights under the registration rights agreement.  Existing transfer restrictions would continue to apply to old notes that remain outstanding.  See “—Consequences of Failure to Exchange Old Notes” and “Risk Factors—Any outstanding old notes after the consummation of the exchange offer will continue to be subject to existing transfer restrictions, and the holders of old notes after the consummation of the exchange offer may not be able to sell their old notes” for more information regarding old notes outstanding after the exchange offer.  Holders of the old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

None of the Issuer and the guarantors, their respective boards of directors or their management recommends that you tender or not tender old notes in the exchange offer or has authorized anyone to make any recommendation.  You must decide whether to tender old notes in the exchange offer and, if you decide to tender, the aggregate amount of old notes to tender.  We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

The Issuer and the guarantors have the right, in their reasonable discretion and in accordance with applicable law, at any time:

·to extend the expiration date;

·to delay the acceptance of any old notes or to terminate the exchange offer and not accept any old notes for exchange if the Issuer and the guarantors determine that any of the conditions to the exchange offer described below under “—Conditions to the Exchange Offer” have not occurred or have not been satisfied; and

·to amend the terms of the exchange offer in any manner.

During an extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by the Issuer.

We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the exchange agent as promptly as practicable and make a public announcement of the extension, delay, non-acceptance, termination or amendment.  In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

If the Issuer and the guarantors amend the exchange offer in a manner that we consider material, we will as promptly as practicable distribute to the holders of the old notes a prospectus supplement or, if appropriate, an updated prospectus from a post-effective amendment to the registration statement of which this prospectus is a part disclosing the change and extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment of the exchange offer and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

37

Procedures for Tendering Old Notes

Valid Tender

When the holder of old notes tenders, and the Issuer accepts, old notes for exchange, a binding agreement between the Issuer and the guarantors, on the one hand, and the tendering holder, on the other hand, is created, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal.

Except as described below under “—Guaranteed Delivery,” a holder of old notes who wishes to tender old notes for exchange must, on or prior to the close of business on the expiration date:

·transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to the exchange agent at the address provided below under “—Exchange Agent”; or

·if old notes are tendered in accordance with the book-entry procedures described below under “—Book-Entry Transfers,” arrange with DTC to cause an agent’s message to be transmitted to the exchange agent at the address provided below under “—Exchange Agent.”

The term “agent’s message” means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the Issuer and the guarantors may enforce the letter of transmittal against that holder.

In addition, on or prior to the expiration date:

·the exchange agent must receive the certificates for the old notes being tendered;

·the exchange agent must receive a confirmation, referred to as a “book-entry confirmation,” of the book-entry transfer of the old notes being tendered into the exchange agent’s account at DTC, and the book-entry confirmation must include an agent’s message; or

·the holder must comply with the guaranteed delivery procedures described below under “—Guaranteed Delivery.”

If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

The method of delivery of the certificates for the old notes, the letter of transmittal and all other required documents is at your election and risk.  If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service.  In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date.  Delivery is complete when the exchange agent actually receives the items to be delivered.  Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.  Do not send letters of transmittal or old notes to the Issuer or any guarantor.

The Issuer will not accept any alternative, conditional or contingent tenders.  Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent’s message, waives any right to receive any notice of the acceptance of such tender.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Exchange Act unless the old notes surrendered for exchange are tendered:

38

·by a registered holder of old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

·for the account of an eligible institution.

An “eligible institution” is a firm or other entity which is identified as an “Eligible Guarantor Institution” in Rule 17Ad-15 under the Exchange Act, including:

·a bank;

·a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

·a credit union;

·a national securities exchange, registered securities association or clearing agency; or

·a savings association.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer and the guarantors in their sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuer and the guarantors or the trustee under the indenture for the old notes may require in accordance with the restrictions on transfer applicable to the old notes.

Book-Entry Transfers

For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer.  Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.  The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender old notes.  Accordingly, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent’s account at DTC in accordance with DTC’s ATOP procedures.

Notwithstanding the ability of holders of old notes to effect delivery of old notes through book-entry transfer at DTC, either:

·the letter of transmittal or an agent’s message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable, must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under “—Exchange Agent”; or

·the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery

If a holder wants to tender old notes in the exchange offer and (1) the certificates for the old notes are not immediately available or all required documents are unlikely to reach the exchange agent on or prior to the

39

expiration date, or (2) a book-entry transfer cannot be completed on a timely basis, the old notes may be tendered if:

·the tender is made by or through an eligible institution;

·the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent by hand, facsimile, mail or overnight delivery service on or prior to the expiration date:

·stating that the tender is being made;

·setting forth the name and address of the holder of the old notes being tendered and the amount of the old notes being tendered; and

·guaranteeing that, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent’s message, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

·the exchange agent receives the certificates for the old notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Determination of Validity

The Issuer and the guarantors, in their sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered old notes.  The determination of these questions by the Issuer and the guarantors, as well as their interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties.  A tender of old notes is invalid until all defects and irregularities have been cured or waived.  Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as the Issuer and the guarantors will determine, unless they waive the defects or irregularities.  None of the Issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will any of them be liable for failing to give any such notice.

The Issuer and the guarantors reserve the absolute right, in their sole and absolute discretion:

·to reject any tenders determined to be in improper form or unlawful;

·to waive any of the conditions of the exchange offer; and

·to waive any condition or irregularity in the tender of old notes by any holder, whether or not we waive similar conditions or irregularities in the case of other holders.

If any letter of transmittal, certificate, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing.  In addition, unless waived by the Issuer, the person must submit proper evidence satisfactory to the Issuer, in its sole discretion, of the person’s authority to so act.

40

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, the Issuer will, promptly after the expiration date, accept all old notes properly tendered and issue new notes registered under the Securities Act.  See “—Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied or waived before old notes are accepted for exchange.  The exchange agent might not deliver the new notes to all tendering holders at the same time.  The timing of delivery depends upon when the exchange agent receives and processes the required documents.

For purposes of the exchange offer, the Issuer will be deemed to have accepted properly tendered old notes for exchange when it gives oral or written notice to the exchange agent of acceptance of the tendered old notes, with written confirmation of any oral notice to be given promptly thereafter.  The exchange agent is the agent of the Issuer for receiving tenders of old notes, letters of transmittal and related documents.

For each old note accepted for exchange, the holder will receive a new note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered old note.  Accordingly, registered holders of new notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes or, if no interest has been paid on the old notes, from May 21, 2009.  Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer.

In all cases, the Issuer will issue new notes in the exchange offer for old notes that are accepted for exchange only after the exchange agent timely receives:

·certificates for those old notes or a timely book-entry confirmation of the transfer of those old notes into the exchange agent’s account at DTC;

·a properly completed and duly executed letter of transmittal or an agent’s message; and

·all other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable.

If for any reason under the terms and conditions of the exchange offer the Issuer does not accept any tendered old notes, or if a holder submits old notes for a greater principal amount than the holder desires to exchange, the Issuer will return the unaccepted or non-exchanged old notes without cost to the tendering holder promptly after the expiration or termination of the exchange offer.  In the case of old notes tendered by book-entry transfer through DTC, any unexchanged old notes will be credited to an account maintained with DTC.

Resales of New Notes

Based on interpretive letters issued by the SEC staff to other, unrelated issuers in transactions similar to the exchange offer, we believe that a holder of new notes, other than a broker-dealer, may offer new notes (together with the guarantees thereof) for resale, resell and otherwise transfer the new notes (and the related guarantees) without delivering a prospectus to prospective purchasers, if the holder acquired the new notes in the ordinary course of business, has no intention of engaging in a “distribution,” as defined under the Securities Act, of the new notes and is not an “affiliate,” as defined under the Securities Act, of the Issuer or any guarantor.  We will not seek our own interpretive letter.  As a result, we cannot assure you that the SEC staff would take the same position with respect to this exchange offer as it did in interpretive letters to other parties in similar transactions.

If the holder is an affiliate of the Issuer or any guarantor or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes, that holder or other person may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

41

By tendering old notes, the holder of those old notes will represent to the Issuer and the guarantors that, among other things:

·the holder is not an “affiliate,” as defined under Rule 405 under the Securities Act, of the Issuer or any guarantor;

·the holder is acquiring the new notes in its ordinary course of business;

·the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes within the meaning of the Securities Act; and

·the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

Any broker-dealer that holds old notes acquired for its own account as a result of market-making activities or other trading activities (other than old notes acquired directly from the Issuer) may exchange those old notes pursuant to the exchange offer; however, such broker-dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the new notes received by such broker-dealer in the exchange offer.  To date, the SEC has taken the position that broker-dealers may use a prospectus such as this one to fulfill their prospectus delivery requirements with respect to resales of new notes received in an exchange such as the exchange pursuant to the exchange offer, if the old notes for which the new notes were received in the exchange were acquired for their own accounts as a result of market-making or other trading activities.  Any profit on these resales of new notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting compensation under the Securities Act.  The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not admit that it is an “underwriter” within the meaning of the Securities Act.  See “Plan of Distribution and Selling Restrictions” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer and the new notes.

Withdrawal Rights

You can withdraw tenders of old notes at any time prior to the expiration date.  For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent or comply with the appropriate procedures of ATOP.  Any notice of withdrawal must:

·specify the name of the person that tendered the old notes to be withdrawn;

·identify the old notes to be withdrawn, including the principal amount of such old notes;

·a signed statement that you are withdrawing your election to have your securities exchanged; and

·where certificates for old notes are transmitted, the name of the registered holder of the old notes if different from the person withdrawing the old notes.

If you delivered or otherwise identified certificated old notes to the exchange agent, you must submit the serial numbers of the old notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution.  See “The Exchange Offer—Procedures for Tendering Old Notes—Signature Guarantees” for further information on the requirements for guarantees of signatures on notices of withdrawal.  If you tendered old notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and you must deliver the notice of withdrawal to the exchange agent.  You may not rescind withdrawals of tender; however, old notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under “The Exchange Offer—Procedures for Tendering Old Notes.”

The Issuer and the guarantors will determine, in their sole discretion, all questions regarding the validity,

42

form and eligibility, including time of receipt, of notices of withdrawal.  Their determination of these questions as well as their interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties.  None of the Issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

Withdrawn old notes will be returned to the holder as promptly as practicable after withdrawal without cost to the holder.  In the case of old notes tendered by book-entry transfer through DTC, the old notes withdrawn will be credited to an account maintained with DTC.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, the Issuer is not required to accept for exchange, or to issue new notes in exchange for, any old notes, and the Issuer and the guarantors may terminate or amend the exchange offer, if at any time prior to the expiration date, the Issuer and the guarantors determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our sole discretion.  The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose.  If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under “—Terms of the Exchange Offer.”

In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes.

If the Issuer and the guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction, the registration rights agreement requires that the Issuer and the guarantors file a shelf registration statement to cover resales of the old notes by the holders thereof who satisfy specified conditions relating to the provision of information in connection with the shelf registration statement.  See “Description of Notes—Registration Rights.”

Exchange Agent

We have appointed The Bank of Nova Scotia Trust Company of New York as exchange agent for the exchange offer.  You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent.  Holders of old notes seeking to (1) tender old notes in the exchange offer should send certificates for old notes, letters of transmittal and any other required documents and/or (2) withdraw such tendered old notes should send such required documentation (in accordance with the procedures described under “The Exchange Offer—Withdrawal Rights”)) to the exchange agent by hand-delivery, registered or certified first-class mail (return receipt requested), telex, telecopier or any courier guaranteeing overnight delivery, as follows:

43

By Registered and Certified Mail:	By Overnight Courier:	By Hand-Delivery:
The Bank of Nova Scotia Trust Company of New York.	The Bank of Nova Scotia Trust Company of New York.	The Bank of Nova Scotia Trust Company of New York.
Attn: Pat Keane	Attn: Pat Keane	Attn: Pat Keane
One Liberty Plaza	One Liberty Plaza	One Liberty Plaza
New York, New York 10006	New York, New York 10006	New York, New York 10006

By Facsimile Transmission:

(212) 225-5436

Attn: Pat Keane

By Telephone:

(212) 225-5427

AND

The Bank of Nova Scotia Trust Company of New York

One Liberty Plaza

New York, New York 10006

If you deliver the letter of transmittal or any other required documents to an address or facsimile number other than as indicated above, your tender of old notes will be invalid.

Fees and Expenses

The registration rights agreement provides that the Issuer and the guarantors will bear all expenses in connection with the performance of their obligations relating to the registration of the new notes and the conduct of the exchange offer.  These expenses include registration and filing fees, rating agency fees, fees and disbursements of the trustee under the indenture, accounting and legal fees and printing costs, among others.  We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses.  We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of old notes and for handling or tendering for those clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of old notes pursuant to the exchange offer.

Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange.  If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then any such transfer taxes, whether imposed on the registered holder or on any other person, will be payable by the holder or such other person.  If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The new notes will be recorded at the same carrying value as the old notes.  Accordingly, we will not recognize any gain or loss for accounting purposes.  We intend to amortize the expenses of the exchange offer and issuance of the old notes over the term of the new notes.

44

Consequences of Failure to Exchange Old Notes

Holders of the old notes do not have any appraisal or dissenters’ rights in the exchange offer.  Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, remain outstanding and continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes.  In general, the old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.  Following the consummation of the exchange offer, except in limited circumstances with respect to specific types of holders of old notes, the Issuer and the guarantors will have no further obligation to provide for the registration under the Securities Act of the old notes.  See “Description of Notes—Registration Rights.” We do not currently anticipate that we will take any action following the consummation of the exchange offer to register the old notes under the Securities Act or under any state securities laws.

The new notes and any old notes which remain outstanding after consummation of the exchange offer will vote together for all purposes as a single class under the indenture.

45

SELECTED FINANCIAL DATA

Selected historical financial data presented below as of and for the years ended December 31, 2004, 2005, 2006, 2007 and 2008 have been derived from our audited consolidated financial statements.  Certain reclassifications have been made to prior years’ amounts to conform to current presentation.  These data should be read in conjunction with the consolidated financial statements and the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Current Report on Form 8-K filed on May 18, 2009 (which retrospectively adjusted portions of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 to reflect a change in accounting principle as described under “Basis of Presentation” on page ii), which report is incorporated herein by reference.  The selected historical financial data for the six months ended June 30, 2008 and 2009 and the balance sheet data as of June 30, 2009 have been derived from and should be read in conjunction with our unaudited consolidated condensed financial statements, the notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, which report is incorporated herein by reference.  See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

	Year Ended December 31,															Six Months Ended June 30,
	2004 (c)			2005 (d)			2006 (e)			2007 (f)			2008 (g)			2008 (h)			2009 (i)
	(in thousands, except per share amounts)
Operating revenues:
Services	$	590,984		$	639,327		$	791,804		$	922,415		$	999,972		$	498,614		$	428,592
Sales	134,511			142,356			105,426			124,289			118,857			64,362			27,126
Total revenues	$	725,495		$	781,683		$	897,230		$	1,046,704		$	1,118,829		$	562,976		$	455,718
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	$	318,989		$	351,430		$	432,013		$	521,433		$	594,785		$	282,914		$	249,905
Cost of sales (exclusive of depreciation and amortization)	92,231			100,621			77,934			90,347			85,856			46,551			20,385
Selling, general and administrative expenses (a)	105,274			129,444			143,105			165,080			184,213			96,066			80,618
Employee termination costs	—			2,400			12,622			3,642			13,695			2,772			3,920
Depreciation and amortization	61,277			66,794			106,006			160,366			218,643			69,612			61,404
Operating income	$	147,724		$	130,994		$	125,550		$	105,836		$	21,637		$	65,061		$	39,486
Other (income) expense:
Interest expense	$	31,184		$	37,272		$	54,843		$	70,772		$	78,071		$	34,825		$	40,204
Equity in net (income) loss of joint ventures (b)	6,060			2,064			(7,900		)	(41,252		)	(58,570		)	(35,256		)	(30,578		)
(Gain) loss on early extinguishment of debt	16,868			478			—			—			2,960			2,960			(4,044		)
Other income, net	(748		)	(1,700		)	(767		)	(2,050		)	(4,691		)	(695		)	(986		)
	$	53,364		$	38,114		$	46,176		$	27,470		$	17,770		$	1,834		$	4,596
Income before income taxes	$	94,360		$	92,880		$	79,374		$	78,366		$	3,867		$	63,227		$	34,890
Income tax expense	28,844			28,402			24,113			25,211			8,352			20,810			39,734
Net income (loss)	$	65,516		$	64,478		$	55,261		$	53,155		$	(4,485	)	$	42,417		$	(4,844	)
Convertible preferred stock dividend	4,721			—			—			—			—			—			—
Net income (loss) available to common stockholders	$	60,795		$	64,478		$	55,261		$	53,155		$	(4,485	)	$	42,417		$	(4,844	)
Basic and diluted net income (loss) per share:
Basic net income (loss) available to common stockholders	$	0.83		$	0.72		$	0.61		$	0.57		$	(0.05	)	$	0.46		$	(0.05	)
Diluted net income (loss) available to common stockholders	$	0.72		$	0.70		$	0.58		$	0.55		$	(0.05	)	$	0.45		$	(0.05	)
Weighted average number of shares used in per share calculations:
Basic shares	73,014			89,327			91,066			92,566			92,875			92,979			92,500
Diluted shares	90,710			92,484			94,979			95,996			92,875			94,473			92,500
Selected balance sheet data (end of period)
Total assets	$	1,090,898		$	1,170,485		$	1,757,938		$	2,098,786		$	2,182,453					$	2,329,461
Total long-term debt (including current installments)	541,623			522,620			870,144			1,043,938			1,239,467						1,369,078
Total stockholders’ equity	367,492			442,920			572,663			693,591			595,829						639,802

46

The following notes are an integral part of these selected historical consolidated financial data.

(a)Includes $34,122, $25,312 and $18,100 in stock-based compensation expense in 2008, 2007 and 2006, respectively. Includes $18,617 and $16,128 in stock-based compensation for the six months ended June 30, 2009 and 2008, respectively.

(b)Includes income of $51,700, $37,655 and $8,266 in 2008, 2007 and 2006, respectively, and losses of $1,713 and $6,060 in 2005 and 2004, respectively, and income of $26,577 and $30,962 for the six months ended June 30, 2009 and 2008 respectively, for our share of the earnings of CLN, our Italian joint venture that began selling instant tickets in 2004. Reflects income of $3,923 and $3,330 in 2008 and 2007, respectively, and income of $1,344 and $1,925 for the six months ended June 30, 2009 and 2008, respectively, from our 29.4% interest in Roberts Communications Network, LLC, which was acquired in February 2007. Reflects income of approximately $3,433 and $290 in 2008 and 2007, respectively, and $1,697 and $2,262 for the six months ended June 30, 2009 and 2008, respectively, from our 50% interest in Guard Libang, a provider of instant ticket validation systems and certain cooperative services to the Chinese Welfare Lottery in China.

(c)Includes early extinguishment of debt costs of $16,868 incurred in connection with the write-off of deferred financing fees related to our refinancing of our senior secured credit facility and the payment of $6,862 of redemption premium for the purchase of most of our 12.50% senior subordinated notes. Includes approximately $3,100 of items identified during the initial adoption of the Sarbanes-Oxley Act of 2002.

(d)Includes a charge of $12,363 related to the discontinuance of our Supplemental Executive Retirement Plan, a non-tax deductible charge of $1,658 in connection with the earn-out on our acquisition of Printpool Honsel GmbH on December 31, 2004, a $2,230 charge in the Lottery segment related to defective tickets and $2,400 in employee termination costs in the Diversified Gaming segment.

(e)Includes approximately $9,700 related to pari-mutuel asset impairment charges and approximately $12,600 in employee termination costs.

(f)Includes approximately $26,300 in impairment charges resulting from the rationalization of our global Printed Products Group operations during 2007. Includes approximately $2,800 in charges resulting from the agreement we entered into during the fourth quarter of 2007 for the sale of our lottery operations in Peru, approximately $3,600 in charges related to a reduction in force that occurred in Germany during the fourth quarter of 2007 and income of approximately $3,900 during the fourth quarter of 2007 as a result of the reversal of an EssNet warranty reserve.

(g)Includes $13,700 of employee termination costs. Depreciation and amortization includes approximately $76,200 in impairment charges primarily related to the impairment of certain hardware and software assets in the Printed Products Group ($6,400), the Lottery Systems Group $(64,100), the Diversified Gaming Group ($2,600) and from our corporate headquarters ($3,100) as a result of certain underperforming Lottery Systems contracts in Mexico and Oklahoma and the write-off of other impaired hardware. Cost of services includes contract loss accruals on Lottery Systems contracts in Mexico ($4,400) and Oklahoma ($3,400). Selling, general and administrative expense includes a charge of approximately $4,400 as a result of the Global Draw earn-out. Interest expense includes early extinguishment of long-term debt of $2,960 reflecting the write-off of unamortized deferred financing fees related to our old credit agreement, which was terminated and replaced with our new credit agreement.

(h)Includes approximately $2,800 of employee termination costs. Selling, general and administrative expense includes a charge of approximately $3,400 as a result of the Global Draw earn-out. Includes a loss on early extinguishment of long-term debt of $2,960 reflecting the write-off of unamortized deferred financial fees related to our old credit agreement, which was terminated and replaced with our new credit agreement.

(i)Includes approximately $3,900 of employee termination costs. Includes a gain on early extinguishment of long-term debt of $4,044 related to the repurchase of convertible debentures and 2012 notes.

47

DESCRIPTION OF OTHER INDEBTEDNESS

Credit Facilities

We and the Issuer are party to a credit agreement dated as of June 9, 2008, as amended on March 27, 2009, among the Issuer, as borrower, the Company, as guarantor, and the several lenders from time to time parties thereto.  This credit agreement provides for $250.0 million senior secured revolving credit facility and a $550.0 million senior secured term loan credit facility (which we refer to elsewhere in this prospectus collectively as the “credit facilities”).  The lenders under the credit facilities are JPMorgan Chase Bank, N.A., Bank of America, N.A. and other financial institutions named in the agreements governing the credit facilities.

The credit facilities terminate on June 9, 2013, subject to certain conditions being met, or such earlier date as specified in the credit facilities if such conditions have not been met.  See “Risk Factors—Risk Factors Relating to the Notes—The holders of our convertible debentures have the right to require us to repurchase some or all of their convertible debentures in June 2010, and the Global Draw promissory notes and our 2012 notes will mature in May and June 2011 and December 2012, respectively.  The maturity of our credit facilities will be accelerated to March 2010, February 2011 or September 2012, respectively, if certain conditions related to our convertible debentures, Global Draw promissory notes or 2012 notes, as applicable, are not satisfied.”

The credit facilities are guaranteed by us and our present and future wholly owned domestic subsidiaries (other than the Issuer) and are collateralized by (1) substantially all of the property and assets of the Company and its direct and indirect 100%-owned domestic subsidiaries (including the Issuer) and (2) 100% of our interest in the capital stock (or other equity interests) of all our direct and indirect 100%-owned domestic subsidiaries and 65% of our interest in the capital stock (or other equity interests) of the first-tier foreign subsidiaries of the Issuer and the guarantors under the credit facilities.  Under the credit facilities, the Issuer has the ability to request additional tranches of term loans or to request an increase in the commitments under the revolving credit facilities in a maximum aggregate amount of $200 million at a later date.

Borrowings under the credit facilities bear interest at a rate per annum equal to, at the Issuer’s option, either (1) a base rate determined by reference to the higher of (a) the prime rate of JPMorgan Chase Bank, N.A., and (b) the federal funds effective rate plus 0.50%, or (2) a reserve-adjusted LIBOR rate, in each case plus an applicable margin.  The applicable margin varies based on the consolidated leverage ratio of the Company from 1.00% to 2.00% above the base rate for base rate loans, and 2.00% to 3.00% above LIBOR for LIBOR-based loans.  Notwithstanding the foregoing, from March 30, 2009 until the date the compliance certificate for the third fiscal quarter of 2009 is delivered pursuant to the credit facilities, the applicable margin for LIBOR-based loans will be deemed to be 3.00% and the applicable margin for base rate loans will be deemed to be 2.00%.

In connection with the credit facilities, we and the Issuer are subject to a number of restrictions on our respective businesses, including, but not limited to, restrictions on the Company’s, the Issuer’s, and our other subsidiaries’ ability to grant liens on assets, merge, consolidate or sell assets, incur indebtedness, make acquisitions, engage in other businesses, engage in transactions with affiliates, make distributions on equity interests and other usual and customary covenants.  In addition, we and the Issuer will be subject to certain financial maintenance covenants, including maximum ratios of total debt/EBITDA and total senior debt/ EBITDA and a minimum ratio of EBITDA to interest charges (in each case, as defined in the credit facilities).  Failure to comply with the provisions of any of these covenants could result in acceleration of our debt and other financial obligations.

Under an amendment to the credit facilities that we entered into on March 27, 2009, (1) up to approximately $18.8 million in certain charges incurred and reserves created in the fourth quarter of 2008, (2) up to $15.0 million of certain charges that may be incurred during the 12-month period commencing on March 1, 2009, including charges in connection with cost-reduction initiatives, and (3) certain costs and fees incurred in connection with the amendment, will be added back to “Consolidated EBITDA” for purposes of calculating our “Consolidated Leverage Ratio” and the “Consolidated Senior Debt Ratio” (as such terms are defined under the credit facilities). 

In addition, for purposes of determining the Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio as of any date prior to the earliest date on which any of the holders of our convertible debentures may require the Company to repurchase their convertible debentures (currently June 1, 2010) (the “Convertible Debentures Repurchase Date”) neither (1) the earn-out payable with respect to our acquisition of Global Draw nor (2) the principal amount of any unsecured promissory notes that may be issued in order to defer payment of up to the equivalent of $60.0 million of such earn-out (provided that, among other terms of such promissory notes, no principal payment thereon is required prior to September 30, 2010), will be included as “Indebtedness” in the calculation of “Consolidated Total Debt” (as such terms are defined in the credit facilities).  Accordingly, the Global Draw promissory notes that were issued in May and June 2009 (described below under “–Certain Other Indebtedness”) will not be included as Indebtedness in the calculation of Consolidated Total Debt for purposes of determining our Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio prior to the Convertible Debenture Repurchase Date. 

Under the amendment, the revolving credit facility and the term loan facility under the credit facilities will mature (if earlier than the date that would otherwise apply under the terms of the credit facilities) on February 7, 2011 unless on such date no Global Draw promissory notes remain outstanding or the sum of the aggregate available revolving commitments under the credit facilities plus unrestricted cash and cash equivalents of the Issuer and the guarantors under the credit facilities is not less than $50.0 million in excess of the amount required to repay in full such outstanding promissory notes.

48

Under the amendment, for purposes of determining our Consolidated Leverage Ratio as of any date of determination prior to the earlier of the Convertible Debentures Repurchase Date and the date our convertible debentures are redeemed in full, unrestricted cash and cash equivalents of the Issuer and the guarantors under the credit facilities up to the “Debenture Reserve Amount” at such determination date will be netted against the then outstanding principal amount of our convertible debentures (and Consolidated Total Debt will be thereby reduced to the extent of such netting).  The “Debenture Reserve Amount” is an amount equal to the net cash proceeds received by the Issuer or the guarantors under the credit facilities after the date of the amendment and prior to the Convertible Debentures Repurchase Date from (1) the issuance by the Company of shares of its capital stock (other than disqualified stock), or the issuance of “Permitted Additional Senior Indebtedness” or “Permitted Additional Subordinated Debt”, or Indebtedness under the “Incremental Facilities” (as such terms are defined in the credit facilities), and (2) any “Asset Sales” (as defined in the credit facilities) (up to an aggregate of $125.0 million of net cash proceeds) with respect to which a reinvestment notice is timely given (provided that the Debenture Reserve Amount will (a) not exceed the outstanding principal amount of our convertible debentures, (b) be reduced to zero on the Convertible Debentures Repurchase Date and (c) to the extent the Debenture Reserve Amount is increased as a result of Assets Sales, will be decreased if and to the extent that term loans under the credit facilities are prepaid in lieu of reinvesting the net cash proceeds there from pursuant to a reinvestment notice).  The old notes constitute “Permitted Additional Subordinated Debt” and, as such, the net cash proceeds from the issuance of such notes will be included in the “Debenture Reserve Amount” to the extent permitted under the amendment.

For more information regarding our credit facilities, see Note 8 to our consolidated financial statements included in our Current Report on Form 8-K filed on May 18, 2009 and, with respect to the amendment to the credit facilities that we entered into in March 2009, Note 6 to our consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, which reports are incorporated herein by reference.

Existing Notes

Our indebtedness includes approximately $187.1 million in aggregate principal amount of 6.25% senior subordinated notes due 2012 issued by the Company (which we collectively refer to elsewhere in this registration statement as the “2012 notes”) and $200 million of 7.875% senior subordinated notes due 2016 issued by the Issuer (which we collectively refer to elsewhere in this registration statement as the “2016 notes”, and together with the 2012 notes, the “existing notes”).

The 2012 notes are unsecured senior subordinated obligations of the Company and rank (1) junior in right of payment to all of the Company’s existing and future senior indebtedness, including the Company’s guarantee of the Issuer’s indebtedness under the credit facilities (as discussed above), (2) equal in right of payment with any of the Company’s other existing and future senior subordinated indebtedness, including the convertible debentures (as discussed below), and the Company’s guarantee of the 2016 notes and the notes, (3) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the 2012 notes and (4) structurally junior in right of payment to all of the indebtedness of any of our subsidiaries that do not guarantee the 2012 notes.

The 2012 notes are fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally, by all of the Company’s wholly owned domestic subsidiaries, including the Issuer.  The guarantee of each guarantor of the 2012 notes ranks (1) junior in right of payment to all of such guarantor’s existing and future senior indebtedness, including, in the case of the Issuer, its indebtedness under the credit facilities and, in the case of each other guarantor, its guarantee of the Issuer’s indebtedness under the credit facilities, (2) equal in right of payment with any existing and future senior subordinated indebtedness of such guarantor, including, in the case of the Issuer, the 2016 notes and the notes and its guarantee of the convertible debentures, and, in the case of each other guarantor, its guarantee of the convertible debentures, the 2016 notes and the notes, (3) senior in right of payment to any future indebtedness of such guarantor that is expressly subordinated in right of payment to the guarantee of the 2012 notes, and (4) structurally junior in right of payment to all of the existing and future indebtedness of any subsidiary of a guarantor of the 2012 notes if that subsidiary does not guarantee the 2012 notes.

We may, at our option, redeem some or all of the 2012 notes at any time.  In the event of a change in control, we will be required to repurchase the 2012 notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date.  The 2012 notes will mature on December 15, 2012.  The 2012 notes were issued under an indenture that contains covenants that, among other things, restrict, subject to certain exceptions, our ability to make restricted payments, incur additional indebtedness, enter into transactions with affiliates, create liens on assets, pay dividends, merge, consolidate, sell assets and enter into sale and leaseback transactions.

The 2016 notes are unsecured senior subordinated obligations of the Issuer and rank (1) junior in right of payment to all of the Issuer’s existing and future senior indebtedness, including its indebtedness under the credit facilities, (2) equal in right of payment with the Issuer’s existing and future senior subordinated indebtedness, including the notes and its guarantee of the 2012 notes and the convertible debentures, (3) senior in right of payment to any of the Issuer’s future indebtedness that is expressly subordinated in right of payment to the 2016 notes, and (4) structurally junior in right of payment to all of the liabilities of any of our other subsidiaries that do not guarantee the 2016 notes.

The 2016 notes are fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally, by the Company and each of its wholly owned domestic subsidiaries (other than the Issuer).  The guarantee of each guarantor of the 2016 notes ranks (1) junior in right of payment to all of such guarantor’s existing and future senior indebtedness, including its guarantee of borrowings under the credit facilities, (2) equal in right of payment with existing and future senior subordinated indebtedness of such guarantor, including, in the case of the Company, the 2012 notes and the convertible debentures and its guarantee of the notes, and, in the case of each of the other guarantors, its guarantee of the 2012 notes, the convertible debentures and the notes, (3) senior in right of payment to any future indebtedness of such guarantor that is expressly subordinated in right of payment to its guarantee of the 2016 notes, and (4) structurally junior in right of payment to all of the liabilities of any subsidiary of such guarantor if that subsidiary does not guarantee the 2016 notes.

49

The Issuer may, at its option, redeem some or all of the 2016 notes at any time prior to June 15, 2012 at a price equal to 100% of the principal amount of the 2016 notes plus accrued and unpaid interest, if any, to the date of redemption plus a “make whole” premium.  The Issuer may redeem some or all of the 2016 notes for cash at any time on or after June 15, 2012 at the prices specified in the indenture governing those notes.  In addition, at any time on or prior to June 15, 2011, the Issuer may redeem up to 35% of the initially outstanding aggregate principal amount of the 2016 notes at a redemption price of 107.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds contributed to the capital of the Issuer from one or more equity offerings of the Company.  Additionally, if a holder of 2016 notes is required to be licensed or found qualified under any applicable gaming laws or regulations and that holder does not become so licensed or found qualified or suitable, then the Issuer will have the right, subject to certain notice provisions set forth in the indenture, to (1) require that holder to dispose of all or a portion of those 2016 notes or (2) redeem the 2016 notes of that holder at a redemption price calculated as set forth in the indenture.  If the Company or the Issuer sells certain of its assets or experiences specific kinds of changes in control, the Issuer must offer to repurchase the 2016 notes.  The 2016 notes mature on June 15, 2016, unless earlier redeemed or repurchased.  The 2016 notes were issued under an indenture that contains covenants that, among other things, restrict, subject to certain exceptions, our ability to make restricted payments, incur additional indebtedness, enter into transactions with affiliates, create liens on assets, pay dividends, merge, consolidate, sell assets and enter into sale and leaseback transactions.

For more information regarding the existing notes, see Note 8 to our consolidated financial statements included in our Current Report on Form 8-K filed on May 18, 2009, which report is incorporated herein by reference.

Convertible Debentures

Our indebtedness includes approximately $115.5 million in aggregate principal amount of 0.75% convertible senior subordinated debentures due 2024 (which we collectively refer to elsewhere in this registration statement as the “convertible debentures”).

The convertible debentures are unsecured senior subordinated obligations of the Company and rank (1) junior in right of payment to all of the Company’s existing and future senior indebtedness, including its guarantee of the Issuer’s indebtedness under the credit facilities, (2) equal in right of payment with the Company’s existing and future senior subordinated indebtedness, including the 2012 notes and its guarantee of the 2016 notes and the notes, (3) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the convertible debentures, and (4) structurally junior in right of payment to all of the liabilities of any of our other subsidiaries that do not guarantee the convertible debentures.

The convertible debentures are fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally, by the Company’s wholly owned domestic subsidiaries, including the Issuer.  The guarantee of each guarantor of the convertible debentures ranks (1) junior in right of payment to all of such guarantor’s existing and future senior indebtedness, including, in the case of the Issuer, its indebtedness under the credit facilities and, in the case of each other guarantor, its guarantee of the Issuer’s indebtedness under the credit facilities, (2) equal in right of payment with any existing and future senior subordinated indebtedness of such guarantor, including, in the case of the Issuer, the 2016 notes and the notes and, in the case of each other guarantor, its guarantee of the 2012 notes, the 2016 notes and the notes, (3) senior in right of payment to any future indebtedness of such guarantor that is expressly subordinated in right of payment to the guarantee of the convertible debentures, and (4) structurally junior in right of payment to all of the existing and future indebtedness of any subsidiary of a guarantor of the convertible debentures if that subsidiary does not guarantee the convertible debentures.

Holders of the convertible debentures may convert them into cash and shares of our common stock prior to their maturity at a conversion rate that equates to approximately $29.10 per share (subject to adjustment in certain circumstances), unless the convertible debentures have previously been redeemed or repurchased, if (1) the price of our common stock reaches a specified threshold at specified times, (2) the convertible debentures are called for redemption, except for certain redemptions described in the indenture, or (3) specified corporate transactions occur.  In the event of conversion, we will pay holders of the convertible debentures being converted cash in an amount equal to the lesser of our total conversion obligation and the principal amount of the convertible debentures so converted, and will deliver shares of our common stock in respect of any excess of our total conversion obligation over such principal amount.

We may, at our option, redeem the convertible debentures on or after June 1, 2010, at 100% of the principal amount of the convertible debentures, plus accrued and unpaid interest to, but excluding, the redemption date.  Holders of the convertible debentures may require us to repurchase all or a portion of the convertible debentures in cash on each of June 1, 2010, December 1, 2014 and December 1, 2019 at 100% of the principal amount of the convertible debentures to be repurchased plus accrued and unpaid interest to the date of repurchase.  Holders of convertible debentures may also require us to repurchase convertible debentures at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date, in the event of certain fundamental changes.

50

The convertible debentures mature in 2024.  The convertible debentures were issued under an indenture that, among other things, restricts, subject to certain exceptions, our ability to merge, consolidate and sell assets.

For more information regarding the convertible debentures, see Note 8 to our consolidated financial statements included in our Current Report on Form 8-K filed on May 18, 2009, which report is incorporated herein by reference.

Certain Other Indebtedness

In May and June 2009, certain of our foreign subsidiaries issued unsecured promissory notes with an aggregate principal amount of approximately £28.1 million, or approximately $45.5 million (based on the exchange rate used in our consolidated balance sheet as of June 30, 2009), in connection with the deferral of a portion of the earn-out and contingent bonuses that were payable in connection with our 2006 acquisition of Global Draw.  These notes bear simple interest at the rate of 6.90% per annum, mature in May and June 2011 and are guaranteed on a joint and several basis by the Issuer, the Company and certain of its domestic subsidiaries.  For more information regarding the Global Draw promissory notes, see Note 6 to our consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

One of our foreign subsidiaries has borrowings from two banks in China totaling RMB256 million, or approximately $37.5 million (based on the exchange rate used in our consolidated balance sheet as of June 30, 2009).  These loans mature in February and April 2010.

Surety Bonds

As of the date of this prospectus, the Company had arranged for the issuance of a total of $201.8 million of surety bonds in respect of outstanding contracts to which we and/or our subsidiaries are parties.  The Company has reimbursement or indemnification obligations with respect to these bonds in the event that the sureties are required to make payment and, in some cases, such bonds are supported by springing liens, solely on those assets related to the performance of the relevant contractual obligations, that may attach following payment on such bonds.

51

DESCRIPTION OF NOTES

The old notes were, and the new notes will be, issued by Scientific Games International, Inc. (the “Issuer”) under an indenture, dated as of May 21, 2009, by and among the Issuer, Scientific Games Corporation (the “Company”), the other wholly owned domestic subsidiaries of the Company (together with the Company, the “guarantors”) and The Bank of Nova Scotia Trust Company of New York, as trustee.  The form and terms of the new notes will be identical in all material respects to the form and term of the old notes, except that the terms of new notes:

·include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939 (“TIA”);

·will be registered under the Securities Act;

·will not be subject to restrictions on transfer under the Securities Act;

·will not be entitled to the registration rights that apply to the old notes; and

·will not be subject to any increase in annual interest rate as described below under “Description of Notes — Registration Rights.”

The following summary of certain provisions of the indenture is not complete and is qualified in its entirety by reference to the Trust Indenture Act of 1939, the indenture and the registration rights agreement.  We urge you to read the indenture, the notes and the registration rights agreement because they, and not this description, define your rights as holders of these notes.  You may request copies of these agreements at the Company’s address set forth in the forepart of this registration statement.  See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

The definitions of certain capitalized terms used in the following summary are set forth below under “—Certain Definitions.” For purposes of this section, references to the Company include only Scientific Games Corporation and not its subsidiaries and references to the Issuer include only Scientific Games International, Inc. and not its subsidiaries or its ultimate parent company, Scientific Games Corporation.  A holder of old notes may not sell or otherwise transfer the old notes except in compliance with the provisions described in this registration statement under “Transfer Restrictions” and “—Registration Rights.”

Brief Description of the Notes

The notes:

·are unsecured senior subordinated obligations of the Issuer;

·are subordinated in right of payment to all existing and future Senior Debt of the Issuer;

·are senior in right of payment to any future Indebtedness that is specifically subordinated to the notes;

·rank equally in right of payment to any future senior subordinated debt of the Issuer; and

·are guaranteed on a senior subordinated basis by each guarantor.

Principal, Maturity and Interest

The Issuer issued the old notes in an initial aggregate principal amount of $225.0 million.  The old notes were issued in minimum denominations of $2,000 and any greater integral multiple of $1,000.  The notes will mature on June 15, 2019.  Interest on the notes will accrue at the rate of 9.250% per annum and will be payable semi-annually in cash on June 15 and December 15 of each

52

year, with an initial interest payment on December 15, 2009.  The Issuer will make each interest payment to the persons who are registered holders of notes at the close of business on the immediately preceding June 1 and December 1.  Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Initially, the trustee will act as paying agent and registrar for the notes.  The Issuer may change any paying agent or registrar without notice to the holders of the notes.  The Issuer will pay principal and premium, if any, on the notes at the trustee’s corporate trust office in New York, New York.  At the Issuer’s option, interest may be paid at the trustee’s corporate trust office in New York, New York or by check mailed to the registered address of holders of the notes.

Indenture May be Used for Future Issuances

Subject to compliance with the covenant described under the subheading “—Covenants— Limitation on incurrence of additional indebtedness,” the Issuer may issue more notes under the indenture on the same terms and conditions as the notes being offered hereby, except for issue date and issue price, in an unlimited aggregate principal amount (the “Additional Notes”); provided that such Additional Notes are part of the same issue as the notes for U.S. federal income tax purposes.  The notes and the Additional Notes, if any, will be treated as a single class for all purposes of the indenture, including waivers, amendments, redemptions and offers to purchase.  Unless the context otherwise requires, for all purposes of the indenture and this “Description of Notes,” references to the notes include any Additional Notes actually issued.

Redemption

Optional redemption.  On and after June 15, 2014, the Issuer will be entitled, at its option on one or more occasions, to redeem all or any portion of the notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing on June 15 of the years set forth below, plus, in each case, accrued and unpaid interest to the date of redemption:

Period	Percentage
2014	104.625	%
2015	103.083	%
2016	101.542	%
2017 and thereafter	100.000	%

Optional redemption upon equity offering.  On or prior to June 15, 2012, the Issuer may, at its option on one or more occasions, redeem up to 35% of the initially outstanding aggregate principal amount of the notes (which includes Additional Notes, if any) with the net cash proceeds contributed to the capital of the Issuer from one or more Equity Offerings, at a redemption price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption; provided, however, that:

(1)at least 65% of the initially outstanding aggregate principal amount of notes (which includes Additional Notes, if any) remains outstanding immediately after any such redemption; and

(2)each such redemption occurs within 120 days after the date of the related Equity Offering.

Redemption at make-whole premium.  At any time prior to June 15, 2014, the Issuer may redeem all or any portion of the notes on one or more occasions upon not less than 30 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption subject to the rights of holders of notes on the relevant record dates occurring prior to the redemption date to receive interest due on the relevant interest payment date.

53

Regulatory redemption.  At any time any holder or beneficial owner of notes is determined to be a Disqualified Holder, then the Issuer will have the right, at its option:

(1)to require such holder or beneficial owner to dispose of all or a portion of its notes within 60 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of the relevant notice of finding by the applicable Gaming Authority, or

(2)to redeem all or a portion of the notes of such holder or beneficial owner upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the lesser of:

(a)the principal amount thereof, and

(b)the price at which such holder or beneficial owner acquired the notes, together with, in the case of either clause (a) or (b), accrued and unpaid interest to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority (subject to the rights of holders of notes on the relevant record dates occurring prior to such redemption date to receive interest due on the relevant interest payment date); provided, however, that if such Gaming Authority restricts the redemption price to a lesser amount then such lesser amount will be the redemption price.

Immediately upon a determination by a Gaming Authority that a holder or beneficial owner of notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the holder or beneficial owner will, to the extent required by applicable Gaming Laws, have no further rights with respect to the notes to:

(1)exercise, directly or indirectly, through any person, any right conferred by the notes; or

(2)receive any interest or any other distribution or payment with respect to the notes, except the redemption price.

The Issuer will notify the trustee in writing of any such redemption as soon as practicable.  The holder or beneficial owner (or an Affiliate thereof) applying for a license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Mandatory redemption.  The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Selection and Notice

In the event that less than all of the notes are to be redeemed at any time, the trustee will select the notes or portions thereof to be redeemed among the holders of notes as follows:

(1)if the notes are listed, in compliance with any applicable requirements of the principal national securities exchange on which the notes are listed; or

(2)if the notes are not so listed, on a pro rata basis, by lot or by any other method the trustee considers fair and appropriate.

The Issuer will redeem notes of $2,000 or less in whole and not in part.  Notes in a principal amount in excess of $2,000 may be redeemed in part in multiples of $2,000 only.  Notice of redemption will be sent, by first class mail, postage prepaid, at least 30 days and not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address.  Notice of any redemption upon an Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

54

If any note is to be redeemed in part only, the notice of redemption that relates to such note will state the portion of the principal amount of the note to be redeemed.  A new note in principal amount equal to the unredeemed portion of the note will be issued in the name of the holder thereof upon cancellation of the original note.  On and after any redemption date, interest will cease to accrue on the notes or parts thereof called for redemption as long as the Issuer has deposited with the paying agent funds in satisfaction of the redemption price pursuant to the indenture.

Ranking

Senior indebtedness versus notes

The payment of the principal of, premium, if any, and interest on the notes and the payment of any guarantee of the notes will be subordinated in right of payment to the prior payment in full of all Senior Debt of the Issuer or the relevant guarantor, as the case may be, including the obligations of the Issuer and such guarantor under the Credit Agreement.

As of June 30, 2009:

(1)the Issuer’s Senior Debt totaled approximately $593.7 million, including $50.6 million of outstanding letters of credit, all of which were secured Senior Debt under the Credit Agreement, and the Issuer had $199.4 million of additional availability under the Credit Agreement (all of which would be secured); and

(2)the Senior Debt of the Company and the subsidiary guarantors totaled approximately $201.8 million, in the form of outstanding surety bonds (excluding their obligations as guarantors of the Issuer’s obligations under the Credit Agreement and the promissory notes with an aggregate principal amount of approximately £28.1 million, or approximately $45.5 million (based on the exchange rate used in our consolidated balance sheet as of June 30, 2009), issued in connection with the deferral of a portion of the earn-out and contingent bonuses that were payable in connection with the Company’s 2006 acquisition of Global Draw, referred to as the “Global Draw promissory notes”).

Although the indenture contains limitations on the amount of additional Indebtedness that the Issuer and the guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Debt.  See “—Covenants—Limitation on incurrence of additional indebtedness.”

Liabilities of subsidiaries versus notes

Substantially all of the Company’s operations are conducted through its subsidiaries.  The Company and its wholly owned domestic subsidiaries (other than the Issuer) will guarantee the notes, and the guarantees of such subsidiaries may be released, as described below under “—Guarantees.” Claims of creditors of the Company’s non-guarantor subsidiaries, including trade creditors and creditors holding indebtedness or guarantees issued by such non-guarantor subsidiaries, and claims of preferred stockholders of such non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of the non-guarantor subsidiaries over the claims of the Issuer’s creditors, including holders of the notes, even if such claims do not constitute Senior Debt.  Accordingly, the notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of the non-guarantor subsidiaries.

As of June 30, 2009, the non-guarantor subsidiaries had outstanding total third party liabilities of $225.8 million, including the Global Draw promissory notes and trade payables.

Although the indenture limits the incurrence of Indebtedness and preferred stock of certain of the Company’s subsidiaries, such limitation is subject to a number of significant qualifications.  Moreover, the indenture does not impose any limitation on the incurrence by such subsidiaries of liabilities that are not considered Indebtedness under the indenture.  See “—Covenants—Limitation on incurrence of additional indebtedness.”

55

Other senior subordinated indebtedness versus notes

Only Indebtedness of the Issuer or a guarantor that is Senior Debt ranks senior to the notes or the relevant guarantee in accordance with the provisions of the indenture.  The notes and the guarantees will in all respects rank pari passu with all other senior subordinated indebtedness of the Issuer or the relevant guarantor, as the case may be, including the Convertible Debentures and the Existing Notes, and the guarantees of each thereof.

As of June 30, 2009, the Issuer and the guarantors had $529.5 million of outstanding senior subordinated indebtedness that ranks equally with the notes and the guarantees, all of which was issued or guaranteed, as applicable, on a senior subordinated basis by the Issuer and the other guarantors of the notes.

The Issuer and the guarantors agreed in the indenture that they will not incur any Indebtedness that is subordinate or junior in right of payment to the Issuer’s Senior Debt or the Senior Debt of such guarantor, as applicable, unless such Indebtedness is senior subordinated indebtedness of the Issuer or the guarantors, as applicable, or is expressly subordinated in right of payment to senior subordinated indebtedness of the Issuer or the guarantors, as applicable.  The indenture does not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) Senior Debt as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to the same collateral.

Payment of notes

We may not make any payments (or make any deposit pursuant to the provisions described under “—Defeasance”) on the notes (except that holders of notes may receive and retain payments made from the trust described under “—Defeasance”) if:

(1)a default in the payment of the principal of or premium, if any, or interest on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2)any other default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt to which such default relates to accelerate its maturity and the trustee receives a payment blockage notice of such other default from (A) the holders of any Designated Senior Debt (with a copy to the Issuer) or (B) directly from the Issuer.

Payments on the notes will be resumed

(1)in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist; and

(2)in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist or 179 days after the date on which the applicable notice is received by the trustee, unless the maturity of any Designated Senior Debt has been accelerated.  No new period of payment blockage may be commenced unless and until 360 days have elapsed since the date of receipt by the trustee of the payment blockage notice.

No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice to the trustee shall be, or be made, the basis for a subsequent payment blockage notice.  Upon any payment or distribution of the assets of the Issuer upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuer or its property:

(1)the holders of Senior Debt of the Issuer will be entitled to receive payment in full in cash of such Senior Debt before the holders of the notes are entitled to receive any payment;

(2)until the Senior Debt of the Issuer is paid in full in cash, any payment or distribution to which holders of the notes would be entitled but for the subordination provisions of the indenture will be made to holders of such Senior Debt as their interests may appear, except that holders of notes may receive and

56

retain Permitted Junior Securities and payments made from the trust described under “—Defeasance;” and

(3)if a distribution is made to holders of the notes, that, due to the subordination provisions, should not have been made to them, such holders of the notes are required to hold it in trust for the holders of Senior Debt of the Issuer and pay it over to them as their interests may appear.

The subordination and payment blockage provisions described above will not prevent a default from occurring under the indenture upon the failure of the Issuer to pay interest or principal with respect to the notes when due by their terms.  If payment of the notes is accelerated because of an Event of Default, the Issuer or the trustee must promptly notify the holders of Designated Senior Debt of the Issuer or the representative of such Designated Senior Debt of the acceleration.

A guarantor’s obligations under its guarantee are senior subordinated obligations.  As such, the rights of holders of notes to receive payment by a guarantor pursuant to its guarantee will be subordinated in right of payment to the rights of holders of Senior Debt of such guarantor.

The terms of the subordination and payment blockage provisions described above with respect to the Issuer’s obligations under the notes apply equally to a guarantor and the obligations of such guarantor under its guarantee.  As a result of the subordination provisions described above, in the event of a liquidation or insolvency proceeding, creditors of the Issuer or a guarantor who are holders of Senior Debt of the Issuer or a guarantor, as the case may be, may recover more, ratably, than the holders of the notes, and creditors of ours who are not holders of Senior Debt may recover less, ratably, than holders of Senior Debt and may recover more, ratably, than the holders of the notes.  The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the trustee for the payment of principal of and interest on the notes pursuant to the provisions described under “—Defeasance.”

Guarantees

The guarantors jointly and severally guaranteed, on a senior subordinated basis, the Issuer’s performance of its obligations under the notes and the indenture, including the payment of principal with respect to the notes.  The guarantors currently consist of the Company and all of the Company’s wholly owned domestic subsidiaries (other than the Issuer).

The guarantees are subordinated to Senior Debt of the relevant guarantor on the same basis as the notes are subordinated to Senior Debt of the Issuer.  The obligations of each guarantor (other than the obligations of the Company under its guarantee) will be limited as necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under federal or state law.  Each guarantor (other than the Company) that makes a payment or distribution under a guarantee will be entitled to a contribution from each other guarantor in an amount pro rata, based on the net assets of each guarantor (other than the Company), determined in accordance with GAAP.

Each guarantor may consolidate with or merge into or sell its assets to the Issuer or another guarantor without limitation, or with other persons upon the terms and conditions set forth in the indenture.  See “—Covenants—Merger, consolidation and sale of assets.” In the event all of the Capital Stock of a guarantor (other than the Company) is sold or otherwise disposed of, by merger or otherwise, by the Company or any of its subsidiaries to any person that is not a Restricted Subsidiary of the Company and the sale or disposition is otherwise in compliance with the provisions set forth in “—Covenants—Limitation on asset sales,” such guarantor’s guarantee will be released and such guarantor shall be relieved of all of its obligations and duties under the indenture and the notes.  A guarantor’s guarantee (other than the guarantee by the Company) will also be released and such guarantor will also be released from all obligations and duties under the indenture and the notes (1) if such guarantor is released from any and all guarantees of Indebtedness of the Company and the Issuer and (2) if such guarantor will remain a subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness that could be incurred by a Restricted Subsidiary that is not a guarantor of the notes on the date of the proposed release of such guarantor’s guarantee.

57

Registration Rights

The Company, the Issuer and the other guarantors entered into a registration rights agreement with the initial purchasers of the old notes on the Issue Date.  In that agreement, the Company and the Issuer agreed for the benefit of the holders of the old notes that they will file with the SEC, within 90 days after the Issue Date, and use their commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the old notes for an issue of SEC-registered notes (the “new notes”) with terms identical to the notes (except that the new notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below).

Promptly after the SEC declares the exchange offer registration statement effective, the Issuer will offer the new notes in return for the notes.  The exchange offer will remain open for at least 20 business days after the date the Issuer mails notice of the exchange offer to holders.  For each note surrendered to the Issuer under the exchange offer, the holder will receive an Exchange Note of equal principal amount.  Interest on each Exchange Note will accrue from the last interest payment date on which interest was paid on the notes or, if no interest has been paid on the notes, from the Issue Date.  If applicable interpretations of the staff of the SEC do not permit the Issuer to effect the exchange offer, the Issuer will use its commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the notes and to keep that shelf registration statement effective until the first anniversary of the date such shelf registration statement becomes effective, or such shorter period that will terminate when all notes covered by the shelf registration statement have been sold.  The Issuer will, in the event of such a shelf registration, provide to each holder copies of a prospectus, notify each holder when the shelf registration statement has become effective and take certain other actions to permit resales of the notes.  A holder that sells notes under the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification obligations).  The obligation to complete the exchange offer and/or file a shelf registration statement will terminate on the second anniversary of the date of the registration rights agreement.

If the exchange offer registration statement is not filed within 90 days after the Issue Date, or the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the date that is 270 days after the Issue Date (provided that, if the Company determines in good faith that it is in possession of material non-public information, it may extend either such date by up to 90 additional days under customary “blackout” provisions), the annual interest rate borne by the notes will be increased by 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.0% per annum thereafter until the exchange offer registration statement is filed, the exchange offer is completed, the shelf registration statement is declared effective or the obligation to complete the exchange offer and/or file the shelf registration statement terminates, as applicable, at which time the interest rate will revert to the original interest rate on the Issue Date.

If the Issuer effects the exchange offer, it will be entitled to close the exchange offer 20 business days after its commencement; provided that the Issuer has accepted all old notes validly surrendered in accordance with the terms of the exchange offer.  Old notes not tendered in the exchange offer will be subject to all the terms and conditions specified in the indenture, including transfer restrictions.

This summary of the provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is available from the Company upon request.

Change of Control

Upon the occurrence of a Change of Control, each holder will have the right to require that the Issuer repurchase all or a portion (in integral multiples of $2,000; provided that the Issuer will repurchase notes of $2,000 or less in whole and not in part) of such holder’s notes, at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.  Prior to the mailing of the notice

58

described in the next paragraph below, but in any event within 30 days following any Change of Control, the Company and the Issuer covenant to

(a)repay in full all Indebtedness under, and terminate all commitments under, the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full all Indebtedness under, and terminate all commitments under, the Credit Agreement and all other such Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer, or

(b)obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the purchase of the notes as provided below.

The Company and the Issuer shall first comply with the covenant in the immediately preceding sentence before the Issuer shall be required to repurchase notes pursuant to the provisions described below.  The Company’s or the Issuer’s failure to comply with this covenant shall constitute an Event of Default described in clause (3) and not in clause (2) under “Events of Default” below.

Within 30 days following the date upon which the Change of Control occurred, the Issuer will send, by first class mail, a notice to each holder, with a copy to the trustee, offering to purchase the notes as described above (the “Change of Control Offer”).  The notice will state,  among other things, the payment date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed (other than as may be required by law).  The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under the Change of Control Offer.

The occurrence of a Change of Control would constitute a default under the Credit Agreement.  Our future Senior Debt may contain prohibitions of certain events that would constitute a Change of Control or require such Senior Debt to be repurchased or repaid upon a Change of Control.  Moreover, the exercise by the holders of their right to require the Issuer to purchase the notes could cause a default under such Senior Debt, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Issuer.  Finally, the Issuer’s ability to pay cash to the holders upon a purchase may be limited by the Issuer’s then existing financial resources.  There can be no assurance that sufficient funds will be available when necessary to make required purchases.  The provisions under the indenture relative to the Issuer’s obligation to make an offer to purchase the notes as a result of a Change of Control may be waived or modified prior to the occurrence of a Change of Control with the written consent of the holders of a majority in principal amount of the notes.

The Company and the Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer.  To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the indenture, the Company and the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the “Change of Control” provisions of the indenture by virtue thereof.

Covenants

Limitation on restricted payments

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly,

(a)declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company or in warrants, rights or options (other than debt securities or Disqualified Capital Stock) to acquire Qualified Capital Stock of the Company) on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock,

59

(b)purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options (other than debt securities or Disqualified Capital Stock) to purchase or acquire shares of any class of such Capital Stock, other than the exchange of such Capital Stock, warrants, rights or options for Qualified Capital Stock and/or for warrants, rights or options (other than debt securities or Disqualified Capital Stock) to acquire Qualified Capital Stock, or

(c)make any Restricted Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (a), (b) and (c) being referred to as a “Restricted Payment”), if at the time of such Restricted Payment, or immediately after giving effect thereto,

(1)a Default or an Event of Default shall have occurred and be continuing,

(2)the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “—Limitation on incurrence of additional indebtedness” covenant, or

(3)the aggregate amount of Restricted Payments made subsequent to the Issue Date (without duplication and excluding Restricted Payments permitted by clauses (2)(a), (3), (4), (5) and (6) of the following paragraph) shall exceed the sum of:

(w)the sum of (i) $88.2 million and (ii) 50% of the cumulative Consolidated Net Income, or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss, of the Company earned subsequent to June 30, 2009 and on or prior to the last day of the most recent fiscal quarter for which internal financial statements are available, treating such period as a single accounting period, plus

(x)the sum of (i) 100% of the aggregate net cash proceeds received by the Company from any person (other than a subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the date the Restricted Payment occurs of Qualified Capital Stock, or in respect of warrants, rights or options (other than debt securities or Disqualified Capital Stock) to acquire Qualified Capital Stock, including Qualified Capital Stock issued upon the conversion of convertible Indebtedness and (ii) 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Issue Date and on or prior to the date the Restricted Payment occurs, plus

(y)the amount by which Indebtedness of the Company or a Restricted Subsidiary is reduced on the Company’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or a Restricted Subsidiary convertible or exchangeable for Qualified Capital Stock of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange), plus

(z)with respect to Restricted Investments made after December 23, 2004, the net reduction after the Issue Date of such Restricted Investments as a result of (without duplication with respect to any item below as among such items or any item listed in clause (3) of the next paragraph):

(i)any disposition of any such Restricted Investments sold or otherwise liquidated or repaid, to the extent of the net cash proceeds received by the Company or a Restricted Subsidiary,

(ii)cash dividends or repayments of loans or advances in cash to the Company or any Restricted Subsidiary or, to the extent that a guarantee issued by the Company or a Restricted Subsidiary constitutes a Restricted Investment, the release of such guarantee, or

60

(iii)a person becoming a Restricted Subsidiary, to the extent of the Company’s portion (proportionate to the Company’s equity interest in such person) of the fair market value of the net assets of such person;

provided, that any net reduction in Restricted Investments pursuant to this clause (z) shall only be included in the calculation required by clause (3) above to the extent that such net reduction in Restricted Investments is not included in the Company’s Consolidated Net Income.

Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph shall not prohibit

(1)the payment of any dividend or distribution or the redemption of any securities within 60 days after the date of declaration of such dividend or distribution or the giving of formal notice by the Company of such redemption, if the dividend or distribution would have been permitted on the date of declaration or the redemption would have been permitted on the date of the giving of the formal notice thereof;

(2)so long as no Default or Event of Default shall have occurred and be continuing, the making of any Restricted Payment, either

(a)in exchange for shares of Qualified Capital Stock and/or warrants, rights or options (other than debt securities or Disqualified Capital Stock) to acquire Qualified Capital Stock, or

(b)through the application of the net proceeds of a sale for cash (other than to a subsidiary of the Company) of shares of Qualified Capital Stock and/or warrants, rights or options (other than debt securities or Disqualified Capital Stock) to acquire Qualified Capital Stock, so long as such net proceeds are applied pursuant to this clause (b) within 180 days of such sale;

(3)so long as no Default or Event of Default shall have occurred and be continuing, any other Restricted Payment by the Company; provided, however, that the aggregate amounts expended pursuant to this clause (3) do not exceed $50.0 million plus, to the extent that any Restricted Payment made pursuant to this clause (3) is in the form of a Restricted Investment, the net reduction of such Restricted Investments as a result of (without duplication with respect to any item below as among such items or any item listed in clause (3)(z) of the previous paragraph):

(a)any disposition of any such Restricted Investments sold or otherwise liquidated or repaid, to the extent of the net cash proceeds received by the Company or a Restricted Subsidiary,

(b)cash dividends or repayments of loans or advances in cash to the Company or any Restricted Subsidiary or, to the extent that a guarantee issued by the Company or a Restricted Subsidiary constitutes a Restricted Investment, the release of such guarantee, or

(c)a person becoming a Restricted Subsidiary, to the extent of the Company’s portion (proportionate to the Company’s equity interest in such person) of the fair market value of the net assets of such person;

provided, that any net reduction in Restricted Investments pursuant to this clause (3) shall only be included in the calculation required by this clause (3) to the extent that such net reduction in Restricted Investments is not included in the Company’s Consolidated Net Income;

(4)the repurchase of any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any such Capital Stock deemed to occur upon the exercise of stock options to acquire Qualified Capital Stock or other similar arrangements to acquire Qualified Capital Stock if such repurchased Capital Stock or warrants, rights or options to acquire shares of any such Capital Stock represent a portion of the exercise price thereof and applicable withholding taxes, if any;

61

(5)the making of any payments pursuant to (a) the Existing Convertible Debentures Hedge and Warrant Option Transactions or (b) any Refinancing Convertible Debentures Hedge and Warrant Option Transactions; provided that the aggregate amount of all such Restricted Payments made pursuant to subclause (b) of this clause (5), minus cash received from counterparties to such agreements and confirmations upon entering into such agreements and confirmations, shall not exceed $40.0 million; and

(6)so long as no Default or Event of Default shall have occurred and be continuing, any other Restricted Payment by the Company in an aggregate amount not to exceed $15.0 million in any fiscal year (with unused amounts in any fiscal year being carried forward to succeeding fiscal years); provided that the aggregate Restricted Payments made under this clause (6) in any fiscal year do not exceed $50.0 million.

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (3) of the immediately preceding paragraph, amounts expended (to the extent such expenditure is in the form of cash) pursuant to clauses (1) and (2)(b) of this paragraph will be included in such calculation.

Limitation on incurrence of additional indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness, other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Issuer or any guarantor may incur Indebtedness if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0.

For purposes of determining compliance with this “—Limitation on incurrence of additional indebtedness” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness”, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this covenant, or later divide, classify or reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness (or portion thereof, as applicable) will be treated as having been incurred pursuant to only such clause or clauses or the first paragraph of this covenant.  Indebtedness under the Credit Agreement outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (2) of the definition of Permitted Indebtedness.

Neither the Issuer nor any guarantor will, directly or indirectly, in any event incur any Indebtedness that, by its terms or by the terms of any agreement governing such Indebtedness, is both subordinated pursuant to its terms in right of payment to any other Indebtedness of the Issuer or such guarantor, as the case may be, and senior in right of payment to the notes or any such guarantor’s guarantee, as the case may be.

Limitations on transactions with affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with any of its Affiliates (an “Affiliate Transaction”), other than

(x)Affiliate Transactions permitted under the next paragraph, and

(y)Affiliate Transactions on terms that are no less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a person that is not an Affiliate;

62

provided, however, that for a transaction or series of related transactions with an aggregate value of $10.0 million or more

(1)such determination shall be made in good faith by a majority of the disinterested members of the board of the directors of the Company, or

(2)the board of directors of the Company shall have received an opinion from an independent nationally recognized investment banking, accounting or valuation firm, selected by the Company, that such transaction or series of related transactions is on terms that are fair, from a financial point of view, to the Company or such Restricted Subsidiary; and

provided, further, that for a transaction or series of related transactions with an aggregate value of $30.0 million or more,

(1)such determination shall be made in good faith by a majority of the disinterested members of the board of directors of the Company, and

(2)the board of directors of the Company shall have received an opinion from an independent nationally recognized investment banking, accounting or valuation firm, selected by the Company, that such transaction or series of related transactions is on terms that are fair, from a financial point of view, to the Company or such Restricted Subsidiary.

The foregoing restrictions will not apply to:

(1)reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any subsidiary as determined in good faith by the Company’s board of directors or senior management;

(2)transactions between or among the Company and any of its Restricted Subsidiaries so long as no portion of the minority interest in such Restricted Subsidiary is owned by an Affiliate of the Company (other than a Wholly Owned Subsidiary of the Company or directors or officers of such subsidiary that hold stock of such subsidiary to the extent that local law requires a resident of such jurisdiction to own stock of such company) or between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the indenture;

(3)any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders in any material respect than the original agreement as in effect on the Issue Date;

(4)Permitted Investments and Restricted Payments permitted by the indenture;

(5)commercially reasonable transactions between the Company or a Restricted Subsidiary and any Joint Venture in the ordinary course of business that have been determined by the board of directors or senior management of the Company to comply with clause (y) of the first paragraph above; and

(6)the issuance or sale of any Qualified Capital Stock of the Company.

Limitation on liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness (other than Permitted Liens) upon any property or asset now owned or hereafter acquired by them, or any income or profits therefrom, or assign or convey any right to receive income therefrom; provided, however, that in addition to creating Permitted Liens on their properties or assets, the Company and any of its Restricted Subsidiaries may create any Lien securing Indebtedness upon any of

63

their properties or assets (including, but not limited to, any Capital Stock of its subsidiaries) if the notes are equally and ratably secured.  Limitation on dividend and other payment restrictions affecting subsidiaries The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(a)pay dividends or make any other distributions on or in respect of its Capital Stock;

(b)make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or

(c)transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company,

except for such encumbrances or restrictions existing under or by reason of:

(1)applicable law and agreements with governmental authorities with respect to assets located in their jurisdiction,

(2)the notes, the indenture or any guarantee thereof,

(3)(A) customary provisions restricting (1) the subletting or assignment of any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment of such agreements or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock,

(4)any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than (a) the person or the properties or assets of the person so acquired (including the Capital Stock of such person), or (b) any Restricted Subsidiary having no assets other than (i) the person or the properties or assets of the person so acquired (including the Capital Stock of such person) and (ii) other assets having a fair market value not in excess of $250,000, and, in each case, the monetary proceeds thereof,

(5)any agreement or instrument (A) in effect at or entered into on the Issue Date or (B) governing Senior Debt, including the Credit Agreement,

(6)any agreement or instrument governing Indebtedness incurred pursuant to clause (9), (13) or (16) of the definition of Permitted Indebtedness,

(7)restrictions on the transfer of assets subject to any Lien permitted under the indenture,

(8)restrictions imposed by any agreement to sell assets not in violation of the indenture to any person pending the closing of such sale,

(9)customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries and Joint Ventures,

(10)Indebtedness of a person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by the provisions described under “—Limitation on incurrence of additional indebtedness;” provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the board of directors of the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the holders of the notes,

64

(11)the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under the indenture and (B) the board of directors of the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the holders of the notes, or

(12)an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above or any other agreement evidencing Indebtedness permitted under the indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement are not less favorable to the Company in any material respect as determined by the board of directors of the Company than the provisions of the Indebtedness being refinanced.

Limitation on preferred stock of restricted subsidiaries

The Company will not permit any of its Restricted Subsidiaries that are not guarantors of the notes to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company that is not a guarantor of the notes.

Merger, consolidation and sale of assets

Neither the Company nor the Issuer will, in a single transaction or series of related transactions, consolidate or merge with or into any person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any person unless:

(1)either (A) the Company, the Issuer or a Restricted Subsidiary of the Company shall be the surviving or continuing person or (B) the person, if other than the Company, the Issuer or a Restricted Subsidiary of the Company, formed by such consolidation or into which the Company or the Issuer is merged, or the person that acquires by sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s assets determined on a consolidated basis for the Company and its Restricted Subsidiaries (the “Surviving Entity”), (x) shall be a person organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture, executed and delivered to the trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the notes and the performance of every covenant of the notes, the indenture and the registration rights agreement on the part of the Company or the Issuer, as applicable, to be performed or observed;

(2)immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y) above, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction, either (A) the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness, other than Permitted Indebtedness, pursuant to the “—Limitation on incurrence of additional indebtedness” covenant or (B) the Consolidated Fixed Charge Coverage Ratio for the Company or such Surviving Entity, as the case may be, immediately following such transaction would be equal to or greater than such ratio for the Company immediately prior to such transaction;

(3)immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y) above, including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction, no Default or Event of Default shall have occurred and be continuing; and

65

(4)the Issuer or such Surviving Entity, as the case may be, shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, shall comply with the applicable provisions of the indenture and that all conditions precedent in the indenture relating to the execution of such supplemental indenture have been satisfied.

For purposes of the foregoing, the transfer, by lease, assignment, sale or otherwise, in a single transaction or series of transactions, of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, other than to a Wholly Owned Subsidiary that is a guarantor, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The indenture will provide that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company or the Issuer, as applicable, in accordance with the foregoing, in which the Company or the Issuer, as applicable, is not the continuing person, the successor person formed by such consolidation or into which the Company or the Issuer, as applicable, is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Issuer, as applicable, under the indenture and the notes with the same effect as if such Surviving Entity had been named as such and the Company or the Issuer, as applicable, shall be relieved of all of its obligations and duties under the indenture and the notes.

Each guarantor (other than the Company), other than any guarantor whose guarantee is to be released in accordance with the terms of the guarantee and the indenture, will not, and the Company will not cause or permit any such guarantor to, consolidate with or merge with or into any person other than the Company, the Issuer or any other guarantor unless:

(1)the entity formed by or surviving any such consolidation or merger, if other than such guarantor, or to which such sale, lease, conveyance or other disposition shall have been made is a person organized and existing under the laws of the United States or any State thereof or the District of Columbia;

(2)such entity assumes by supplemental indenture all of the obligations of such guarantor under the guarantee;

(3)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(4)immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (2) of the first paragraph of this covenant.

Any merger or consolidation of a guarantor (other than the Company) with and into the Company or the Issuer, with the Company or the Issuer being the Surviving Entity, or another guarantor that is a Wholly Owned Restricted Subsidiary of the Company need not comply with this covenant.

Limitation on asset sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of, as determined in good faith by the Company’s board of directors;

66

(2)at least 75% of the consideration received by the Company or such Restricted Subsidiary exclusive of indemnities, as the case may be, from such Asset Sale is cash or Cash Equivalents and is received at the time of such disposition; provided that the amount of (a) any liabilities of the Company or any such Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, that are assumed by the transferee of any such assets, (b) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 60 days of the time of such disposition, to the extent of the cash or Cash Equivalents received, and (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c), not to exceed $50.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, will be deemed to be cash for the purposes of this clause (2); and

(3)upon the consummation of an Asset Sale, the Company applies directly or through a Restricted Subsidiary, or causes such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either (A) to repay Senior Debt (and in the case of any Indebtedness outstanding under a revolving credit facility and repaid in satisfaction of this covenant, to permanently reduce the amounts that may be reborrowed thereunder by an equivalent amount), with the Net Cash Proceeds received in respect thereof, (B) to reinvest in Productive Assets, or (C) a combination of prepayment, reduction and investment permitted by the foregoing clauses (3)(A) and (3)(B);

provided that the 75% limitation referred to above will not apply to any sale, transfer or other disposition of assets in which the cash portion of the consideration received therefor is equal to or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation.  On the 361st day after an Asset Sale or such earlier date, if any, as the board of directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(A), (3)(B) and (3)(C) of the preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds that have not been so applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of the preceding sentence (each, a “Net Proceeds Offer Amount”) will be applied by the Issuer to make an offer to repurchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all holders on a pro rata basis that amount of notes equal to the Net Proceeds Offer Amount multiplied by a fraction, the numerator of which is the aggregate principal amount of notes then outstanding and the denominator of which is the sum of the aggregate principal amount of notes and Pari Passu Indebtedness then outstanding (the “Pro Rata Share”), at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued interest to the date of repurchase.

Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $20.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $20.0 million, at which time the Issuer will apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer, the first date the aggregate of all such deferred Net Proceeds Offer Amounts is at least $20.0 million being deemed to be a Net Proceeds Offer Trigger Date.  To the extent that the aggregate purchase price of notes tendered pursuant to any Net Proceeds Offer is less than the Pro Rata Share, the Issuer or any guarantor may use such amount for any purpose not prohibited by the indenture.  Upon completion of any Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset to zero.

The Credit Agreement restricts the ability of the Issuer to repurchase the notes.  Accordingly, if required to make a Net Proceeds Offer, the Issuer would need the consent of the lenders under the Credit Agreement.  The failure of the Issuer to make a required Net Proceeds Offer and repurchase notes subject thereto would be an Event of Default.

67

Notwithstanding the first two paragraphs of this covenant, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent

(1)at least 50% of the consideration for such Asset Sale constitutes Productive Assets; and

(2)such Asset Sale is for fair market value; provided that if the fair market value is determined to exceed $50.0 million, such determination will be made in good faith by the Company’s board of directors; provided, further, that the fair market value of any consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph will constitute Net Cash Proceeds subject to the provisions of the first two paragraphs of this covenant.

In the event of the transfer of substantially all, but not all, of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a person in a transaction permitted under the “—Merger, consolidation and sale of assets” covenant, the successor corporation will be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and will comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale.  In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this covenant.

Notice of a Net Proceeds Offer will be mailed to the holders as shown on the register of holders not less than 30 days nor more than 60 days before the payment date for the Net Proceeds Offer, with a copy to the trustee, and will comply with the procedures set forth in the indenture.  Upon receiving notice of the Net Proceeds Offer, holders may elect to tender their notes in whole or in part (in integral multiples of $2,000 principal amount; provided that the Issuer will repurchase notes of $2,000 or less in whole and not in part) at maturity in exchange for cash.  To the extent holders properly tender notes in an amount exceeding the Net Proceeds Offer Amount, notes of tendering holders will be repurchased on a pro rata basis (based on amounts tendered).  A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.

If an offer is made to repurchase the notes pursuant to a Net Proceeds Offer, the Company will and will cause its Restricted Subsidiaries to comply with all tender offer rules under state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such offer.

Limitation of guarantees by restricted subsidiaries

The Company will not permit any Restricted Subsidiary (other than the Issuer and the guarantors), directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or the Issuer, other than

(1)Indebtedness incurred in reliance on clause (12) (to the extent the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold was permitted to be guaranteed by Restricted Subsidiaries) of the definition of Permitted Indebtedness or under Currency Agreements in reliance on clause (5) of the definition of Permitted Indebtedness,

(2)Interest Swap Obligations incurred in reliance on clause (4) of the definition of Permitted Indebtedness, or

(3)additional Indebtedness incurred in reliance on clause (13) of the definition of Permitted Indebtedness,

unless, in any such case

68

(a)such Restricted Subsidiary has executed and delivered or executes and delivers a supplemental indenture to the indenture, providing a guarantee of payment of the notes by such Restricted Subsidiary in the form required by the indenture; and

(b)if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinate Indebtedness is similarly subordinated to the guarantee of the notes.

Any guarantee of the notes by a Restricted Subsidiary will provide by its terms that it will be automatically and unconditionally released and discharged, without any further action required on the part of the trustee or any holder, upon:

(1)the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such guarantee of the notes was executed and delivered pursuant to the preceding paragraph; or

(2)any sale or other disposition (by merger or otherwise) to any person that is not a Restricted Subsidiary of the Company, of all of the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided, however, that

(a)such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of the indenture; and

(b)such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Limitation on sale and leaseback transactions

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided that the Issuer and any guarantor may enter into a Sale and Leaseback Transaction if

(1)the Issuer or such guarantor could have

(a)incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction pursuant to the “—Limitation on incurrence of additional indebtedness” covenant, and

(b)incurred a Lien to secure such Indebtedness pursuant to the “—Limitation on liens” covenant;

(2)the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the board of directors of the Company and set forth in an Officers’ Certificate delivered to the trustee, of the property that is the subject of such Sale and Leaseback Transaction; and

(3)the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Issuer or the applicable guarantor applies the proceeds of such transaction in accordance with, the “—Limitation on asset sales” covenant.

Events of Default

The following events are defined in the indenture as “Events of Default”:

(1)the failure to pay interest on any notes when the same becomes due and payable and the default continues for a period of 30 days; or

69

(2)the failure to pay the principal on any notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise, including the failure to make a payment to repurchase notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer; or

 (3)a default in the observance or performance of any other covenant or agreement contained in the indenture which default continues for a period of 45 days after the Issuer receives written notice specifying the default, and demanding that such default be remedied, from the trustee or the holders of at least 25% of the outstanding principal amount of the notes; or

(4)the failure to pay at final maturity, giving effect to any extensions thereof, the principal amount of any Indebtedness of the Company, the Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary, other than intercompany Indebtedness, and such failure continues for a period of 20 days or more, or the acceleration of the final stated maturity of any such Indebtedness, which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company, the Issuer or such Restricted Subsidiary of notice of any such acceleration, if, in either case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, in each case with respect to which the 20-day period described above has passed, aggregates $25.0 million or more at any time; or

(5)any final judgment or final judgments for the payment of money in excess (net of amounts covered by third-party insurance with insurance carriers who in the reasonable judgment of the board of directors are creditworthy and who have not disclaimed liability with respect to such judgment or judgments) of $25.0 million is rendered against the Company, the Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary and is not discharged for any period of 60 consecutive days during which a stay of enforcement is not in effect; or

(6)certain events of bankruptcy affecting the Company, the Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary; or

(7)any of the guarantees ceases to be in full force and effect or any of the guarantees is held in a judicial proceeding to be null and void and unenforceable or any of the guarantees is found to be invalid by a final judgment or order that is not appealable or any of the guarantors denies its liability under its guarantee, other than by reason of a release of a guarantor in accordance with the terms of the indenture.

During the continuance of any Event of Default specified in the indenture (other than an Event of Default with respect to bankruptcy proceedings of the Company or the Issuer), the trustee or the holders of at least 25% in principal amount of outstanding notes may declare the principal of and accrued interest on all the notes to be due and payable by notice in writing to the Issuer and the trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the same will become immediately due and payable.  If an Event of Default with respect to bankruptcy proceedings of the Company or the Issuer occurs and is continuing, then such amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of notes.

The indenture will provide that, at any time after a declaration of acceleration with respect to the notes as described in the preceding paragraph, the holders of a majority in principal amount of the notes may rescind and cancel such declaration and its consequences:

(1)if the rescission would not conflict with any judgment or decree;

 (2)if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

70

(3)to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(4)if the Issuer has paid the trustee its reasonable compensation and reimbursed the trustee for its reasonable expenses, disbursements and advances; and

(5)in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the trustee has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.  The holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the indenture, and its consequences, except a default in the payment of the principal of or interest on any notes.

Defeasance

The indenture will cease to be of further effect as to all outstanding notes, except as to

(1)rights of registration of transfer, substitution and exchange of notes,

(2)rights of holders to receive payments of principal of, premium, if any, and interest on the notes and any other rights of the holders with respect to such amounts,

(3)the rights, obligations and immunities of the trustee under the indenture and (4) certain other specified provisions in the indenture (the foregoing exceptions (1) through (4) are collectively referred to as the “Reserved Rights”), if:

(a)the Issuer irrevocably deposits, or causes to be deposited, with the trustee, in trust for the benefit of the holders pursuant to an irrevocable trust and security agreement (1) U.S. Legal Tender, (2) U.S. Government Obligations or (3) a combination thereof, in an amount sufficient after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the trustee, which through the payment of interest and principal will provide, not later than one day before the due date of payment in respect of the notes, U.S. Legal Tender in an amount which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof, delivered to the trustee, is sufficient to pay the principal of, premium, if any, and interest on the notes then outstanding on the dates on which any such payments are due and payable in accordance with the terms of the indenture and of the notes; provided, however, that (x) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the trustee; and (y) the trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premium (if any) and interest with respect to the notes;

(b)the Issuer delivers to the trustee an Opinion of Counsel from independent counsel reasonably satisfactory to the trustee or a tax ruling from the Internal Revenue Service to the effect that the holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(c)the Issuer delivers to the trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, such money or the proceeds of such U.S. Government Obligations will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and

71

(d)the Issuer delivers to the trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent relating to the satisfaction and discharge of the indenture have been complied with.

In addition, the Issuer may terminate all of its obligations under the indenture, except as to certain of the Reserved Rights, when (1) all outstanding notes theretofore authenticated have been delivered to the trustee for cancellation and the Issuer has paid or caused to be paid all sums payable under the indenture by the Issuer or (2) the Issuer has called for redemption pursuant to the indenture all of the notes, the amounts described in clause (a) above have been deposited as described therein, the conditions in clauses (x) and (y) of the proviso to such clause (a) have been satisfied and the certificate and opinion described in clause (d) above have been delivered.  Notwithstanding the foregoing, the Opinions of Counsel required by clauses (b) and (c) above need not be delivered if all notes not theretofore delivered to the trustee for cancellation (1) have become due and payable, (2) will become due and payable on the maturity date within one year or (3) are to be called for redemption within one year.  In addition, the Issuer may at its option and at any time elect to terminate its obligations with respect to certain covenants that are set forth in the indenture, some of which are described under “—Covenants” above.

Modification of the Indenture

From time to time, the Issuer and the trustee, without the consent of the holders of the notes, may amend the indenture or the notes for the following reasons:

(1)to cure any ambiguity, defect or inconsistency so long as such change does not adversely affect the rights of any of the holders in any material respect;

(2)to evidence the succession of another person to the Issuer or the Company and the assumption by any such successor of the covenants of the Issuer or the Company under the indenture and the notes;

(3)to provide for uncertificated notes in addition to or in place of certificated notes;

(4)to comply with any requirements of the SEC in connection with the qualification of the indenture under the TIA;

(5)to make any change that would provide any additional benefit or rights to the holders or that does not adversely affect the rights of any holder in any material respect;

(6)to add a guarantor under the indenture;

(7)to make any change to the subordination provisions of the indenture that would limit or terminate the benefits available to any holder of Senior Debt under the indenture, respectively; or

(8)to secure the notes and the guarantees;

provided that the Issuer has delivered to the trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of the indenture.

Other modifications and amendments of the indenture or the notes may be made with the consent of the holders of a majority in principal amount of the then outstanding notes issued under the indenture, except that, without the consent of each holder of the notes affected thereby, no amendment may:

(1)reduce the amount of notes whose holders must consent to an amendment;

(2)reduce the rate of or extend the time for payment of interest, including defaulted interest, on any notes;

72

(3)reduce the principal of or change or have the effect of changing the fixed maturity of any notes, or change the date on which any notes may be subject to redemption, or reduce the redemption price therefor;

(4)make any notes payable in money other than that stated in the notes;

(5)make any change in provisions of the indenture protecting the right of each holder of a note to receive payment of principal of and interest on such note on or after the due date thereof or to bring suit to enforce such payment, or permitting holders of a majority in principal amount of the notes to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the notes); or

(6) adversely affect the ranking of the notes or the guarantees.

In addition, following the occurrence of a Change of Control or an Asset Sale (if the Issuer is obligated to make and consummate a Net Proceeds Offer as a result of such Asset Sale), as the case may be, without the consent of holders of at least 75% of the outstanding aggregate principal amount of notes, an amendment or waiver may not make any change to the Issuer’s obligations to make and consummate the required Change of Control Offer or Net Proceeds Offer, as the case may be, or modify any of the provisions or definitions with respect thereto.

Additional Information

The indenture provides that the Company promptly will deliver to the trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.  The indenture further provides that, notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC, to the extent permitted, and provide the trustee and holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act.  The Company will also comply with the other provisions of TIA Section 314(a).

Governing Law

The indenture provides that it and the notes are governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Trustee

The indenture provides that, except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the indenture.  During the existence of an Event of Default, the trustee will exercise such rights and powers vested in it by the indenture, and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

The indenture and the provisions of the TIA contain certain limitations on the rights of the trustee, should it become a creditor of the Issuer, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise.  Subject to the TIA, the trustee will be permitted to engage in other transactions; provided, however, that if the trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, stockholder or incorporator of the Company or the Issuer will have any liability for any obligations of the Company or the Issuer under the notes, the guarantees or the indenture or for any claim based on, in respect of or by reason of such obligations of their creation.  Each holder by accepting a note

73

waives and releases all such liability.  Such waiver and release are part of the consideration of the issuance of the notes.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the indenture.  Reference is made to the indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

“Acquired Indebtedness” means Indebtedness of a person or any of its Restricted Subsidiaries existing at the time such person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with the Company or any of its subsidiaries or is assumed in connection with the acquisition of assets from such person and not incurred by such person in connection with, or in anticipation or contemplation of, such person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

An “Affiliate” of a person means a person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person; provided, however, that with respect to the Company the term Affiliate shall not include the Company or any subsidiary of the Company so long as no Affiliate of the Company has any direct or indirect interest therein, except through the Company or its subsidiaries.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Premium” means, with respect to any note on any Redemption Date, the greater of:

(a)1.0% of the principal amount of such note; and

(b)the excess, if any, of:

(1)the present value at such Redemption Date of (i) the redemption price of the note at June 15, 2014 (such redemption price being set forth in the table appearing above under the caption “—Redemption—Optional redemption”) plus (ii) all required interest payments due on the note through June 15, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the treasury rate as of such Redemption Date plus 50 basis points; over

(2) the principal amount of the note.

“Asset Acquisition” means

(a)an Investment by the Company or any Restricted Subsidiary of the Company in any other person pursuant to which such person becomes a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or is merged with or into the Company or any Restricted Subsidiary of the Company, or

(b)the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any person which constitute all or substantially all of the assets of such person, any division or line of business of such person or any other properties or assets of such person other than in the ordinary course of business.

“Asset Sale” means any direct or indirect sale, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries, including any Sale and Leaseback Transaction that does not give rise to a Capitalized Lease Obligation, to any person other than the Company or a Restricted Subsidiary of the Company of

(a)any Capital Stock of any Restricted Subsidiary of the Company; or

74

(b)any other property or assets, other than cash or Cash Equivalents, of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business;

provided, however, that Asset Sales will not include

(1)a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration, exclusive of indemnities, of less than $5.0 million,

(2)the sale of accounts receivable,

(3)the sale, lease, conveyance, disposition or other transfer of assets in the ordinary course of business,

(4)the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries or any guarantor as permitted under “—Merger, consolidation and sale of assets,”

(5)sales, transfers or other dispositions of assets resulting from the creation, incurrence or assumption of (but not any foreclosure with respect to) any Lien not prohibited by the provisions described under “—Limitation on liens,”

(6)sales, transfers or other dispositions of assets in a transaction constituting a Permitted Investment or a Restricted Payment permitted by the provisions described under “—Limitation on restricted payments,” and

(7)the grant of licenses to third parties in respect of intellectual property in the ordinary course of business of the Company or any of its Restricted Subsidiaries.

“Attributable Debt” in respect of a Sale and Leaseback Transaction consummated subsequent to the Issue Date means, at the time of determination, the present value, discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP, of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended.

“Capital Stock” means (1) with respect to any person that is a corporation, any and all shares, interests, participations or other equivalents, however designated, of corporate stock, including each class of common stock and preferred stock of such person and (2) with respect to any person that is not a corporation, any and all partnership or other equity interests of such other person.

“Capitalized Lease Obligations” means, as to any person, the obligations of such person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalents” means

(1)marketable direct obligations issued by, or unconditionally guaranteed by, the United States of America or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof;

(2)marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

75

(3)commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;

(4)certificates of deposit or bankers’ acceptances (or, with respect to foreign banks, similar instruments) maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million;

(5)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

(6)investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

“Change of Control” means the occurrence of one or more of the following events:

(1)any sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the assets of the Company or the Issuer to any person or group of related persons for purposes of Section 13(d) of the Exchange Act (a “Group”) (whether or not otherwise in compliance with the provisions of the indenture);

(2)the approval by the holders of Capital Stock of the Company or the Issuer of any plan for the liquidation or dissolution of the Company or the Issuer, respectively (whether or not otherwise in compliance with the provisions of the indenture);

(3)any person or Group shall become the owner, directly or indirectly, beneficially, of shares representing more than 50% of the aggregate voting power represented by the issued and outstanding Capital Stock of the Company entitled under ordinary circumstances to elect a majority of the directors of the Company; or

(4)the replacement of a majority of the board of directors of the Company over a two-year period from the directors who constituted the board of directors at the beginning of such period (other than individuals designated to serve from time to time on the board of directors of the Company pursuant to the Stockholders’ Agreement, dated as of September 6, 2000, as amended or supplemented as of the Issue Date, among the Company and certain of its stockholders), and such replacement shall not have been approved by a vote of at least a majority of the board of directors then still in office who either were members of the board of directors at the beginning of such period or whose election as a member of the board of directors was previously so approved; provided, however, that Change of Control will not include the sale, lease, exchange or other transfer of all or substantially all of the assets of the Issuer to the Company or a subsidiary guarantor.

“Consolidated EBITDA” means, with respect to any person, for any period, the sum (without duplication) of

(1)Consolidated Net Income,

(2)to the extent Consolidated Net Income has been reduced thereby, all losses from Asset Sales or abandonments or reserves relating thereto, all items classified as extraordinary losses and all income taxes of such person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary gains or losses),

(3)Consolidated Interest Expense,

(4)Consolidated Non-Cash Charges,

76

(5)the amount of any restructuring charge deducted in such period in computing Consolidated Net Income; provided that the aggregate amount of all such amounts added pursuant to this clause (5) shall not exceed $15.0 million in any fiscal year, and

(6)the amount of any net loss (and less the amount of any net gain) resulting from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any person, the ratio of Consolidated EBITDA of such person during the most recent four full fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) for which internal financial statements are available to Consolidated Fixed Charges of such person for the Four Quarter Period.  In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” will be calculated after giving effect on a pro forma basis for the period of such calculation to

(1)the incurrence or repayment of any Indebtedness of such person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment or retirement of other Indebtedness (and the application of the proceeds thereof) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities), as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(2)any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such person or one of its Restricted Subsidiaries (including any person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four Quarter Period.

If such person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third person, the preceding sentence will give effect to the incurrence of such guaranteed Indebtedness as if such person or any Restricted Subsidiary of such person had directly incurred or otherwise assumed such guaranteed Indebtedness.  Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,”

(a)interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter will be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

(b)if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and

(c)notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, will be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

77

“Consolidated Fixed Charges” means, with respect to any person for any period, the sum, without duplication, of

(1)Consolidated Interest Expense, plus

(2)the product of

(x)the amount of all dividend payments on any series of Preferred Stock of such person (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during such period times; and

(y)a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such person expressed as a decimal.

“Consolidated Interest Expense” means, with respect to any person for any period, the sum of, without duplication,

(1)the aggregate of all cash and non-cash interest expense with respect to all outstanding Indebtedness of such person and its Restricted Subsidiaries, including the net costs associated with Interest Swap Obligations, capitalized interest, and imputed interest with respect to Attributable Debt (but excluding (a) the write-off of deferred financing costs and

(b)the amortization of deferred financing charges), for such period determined on a consolidated basis in accordance with GAAP; and

(2)the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, with respect to any person for any period, the aggregate net income (or loss) of such person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall be excluded therefrom

(a)after tax gains or losses from Asset Sales (without regard to the $5.0 million threshold in clause (1) of the definition of Asset Sales) or abandonments or reserves relating thereto,

(b)items classified as extraordinary gains or losses, and the related tax effects according to GAAP,

(c)the net income (or loss) of any person acquired in a pooling of interests (including any common control acquisition) accrued prior to the date it becomes a subsidiary of such first person or is merged or consolidated with it or any subsidiary,

(d)the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that subsidiary of that income is restricted by contract, operation of law or otherwise,

(e)the net loss of any person, other than a Restricted Subsidiary of the Company, (f) the net income of any person, other than a Restricted Subsidiary, in which such person has an interest, except to the extent of cash dividends or distributions paid to such person or a Restricted Subsidiary of such person,

(g)gains from retirement of debt,

(h)amounts attributable to dividends paid in respect of Qualified Capital Stock to the extent such dividends are paid in shares of Qualified Capital Stock,

78

(i)any increase in amortization or depreciation or other noncash charges (including, without limitation, any non-cash fair value adjustment of inventory) resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Issue Date, net of taxes,

(j)any net after-tax impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP,

(k)any non-cash cost related to the termination of any employee pension benefit plan, together with any related provision for taxes on any such termination (or the tax effect of any such termination),

(l)any deferred financing costs amortized or written off, and premiums and prepayment penalties paid in connection with the Transactions or any acquisition or disposition that is consummated after the Issue Date, and

(m)any charges resulting from the application of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets”, No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” or No. 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.”

“Consolidated Non-Cash Charges” means, with respect to any person for any period, the aggregate depreciation, amortization and other non-cash expenses of such person and its Restricted Subsidiaries reducing Consolidated Net Income of such person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period).

“Convertible Debentures” means the Company’s 0.75% Senior Subordinated Convertible Debentures due 2024 issued in December 2004.

“Credit Agreement” means the Credit Agreement, dated as of June 9, 2008, as amended on March 27, 2009, among the Issuer, the Company, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, including all related notes, collateral documents and guarantees, in each case as such agreement may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, increasing the total commitment under, refinancing, replacing or otherwise restructuring (including adding subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary against fluctuations in currency values.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an officers’ certificate executed by the principal executive officer and the principal financial officer of the Company or such Restricted Subsidiary.

“Designated Senior Debt” means (1) any Senior Debt outstanding under the Credit Agreement and (2) any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by the Issuer as Designated Senior Debt in the instrument creating such Indebtedness.

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than an event

79

which would constitute a Change of Control), matures (excluding any maturity as the result of an optional redemption by the Issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control), in whole or in part, on or prior to the final maturity date of the notes.

“Disqualified Holder” means any holder or beneficial owner of the notes (i) who is requested or required pursuant to any Gaming Law to appear before, or submit to the jurisdiction of, or provide information to, any Gaming Authority and either refuses to do so or otherwise fails to comply with such request or requirement within a reasonable period of time or (ii) who is determined or shall have been determined by any Gaming Authority not to be suitable or qualified with respect to holding the notes.

“Equity Offering” means any private or public offering of Qualified Capital Stock of the Company.

“Existing Convertible Debentures Hedge and Warrant Option Transactions” means the transactions in connection with the issuance of the Convertible Debentures contemplated by (i) the letter agreements dated as of December 1, 2004, between the Company and each of J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, N.A., London Branch, and Bear, Stearns International Limited; (ii) the ISDA confirmations dated as of December 23, 2004, between the Company and each of J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, N.A., London Branch, and Bear, Stearns International Limited and the related deemed 2002 ISDA Master Agreements thereunder; and (iii) any other documents relating to the matters referenced in clauses (i) or (ii), and giving effect to any amendments or modifications thereto or substitutions or replacements thereof on terms no less favorable to the holders of the notes than the terms in effect on the Issue Date.

“Existing Notes” means the Company’s 6.25% Senior Subordinated Notes due 2012 issued in December 2004 and the Issuer’s 7.875% Senior Subordinated Notes due 2016 issued in June 2008.

“fair market value” or “fair value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under pressure or compulsion to complete the transaction.  Fair market value shall be determined by the board of directors of the Company acting reasonably and in good faith and will be evidenced by a board resolution delivered to the trustee.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

“GAAP” is defined to mean generally accepted accounting principles in the United States of America as in effect as of December 23, 2004, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Gaming Authority” means any government, court, or federal, state, local, international or foreign governmental, administrative or regulatory or licensing body, agency, authority or official, which regulates or has authority over, including to issue or grant a license, contract, franchise or regulatory approval with respect to, any form of gaming activities (or proposed gaming activities) and related activities conducted by the Issuer or any of its Affiliates, including, without limitation, lottery, pari-mutuel wagering, sports wagering and video gaming activities.

“Gaming Law” means any federal, state, local, international or foreign law, statute, order, ordinance or interpretation pursuant to which any Gaming Authority possesses or asserts regulatory or licensing authority over gaming and related activities.

“Incur” or “incur” means, with respect to any Indebtedness, to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise with respect to, or otherwise become responsible for payment of such Indebtedness.

80

“Indebtedness” means with respect to any person, without duplication,

(1)the principal amount of all obligations of such person for borrowed money,

(2)the principal amount of all obligations of such person evidenced by bonds, debentures, notes or other similar instruments,

(3)all Capitalized Lease Obligations of such person,

(4)all obligations of such person to pay the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding accounts payable and other current liabilities arising in the ordinary course of business),

(5)all obligations of such person for the reimbursement of any obligor on any letter of credit or banker’s acceptance,

(6)guarantees and other contingent obligations of such person in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below,

(7)all Indebtedness of any other person of the type referred to in clauses (1) through (6) above which is secured by any Lien on any property or asset of such person, the amount of such obligation being deemed to be the lesser of the fair market value at such date of any asset subject to any Lien securing the Indebtedness of others and the amount of the Indebtedness secured,

(8)all obligations under Currency Agreements and Interest Swap Obligations of such person, and

(9)all Disqualified Capital Stock issued by such person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

For purposes hereof, (1) the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness is required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value will be determined reasonably and in good faith by the board of directors of the issuer of such Disqualified Capital Stock, and (2) accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the “—Limitation on incurrence of additional indebtedness” covenant.  The amount of Indebtedness of any person at any date will be the amount of all unconditional obligations described above, as such amount would be reflected on a balance sheet prepared in accordance with GAAP, and the maximum liability at such date of such person for any contingent obligations described above.

“Interest Swap Obligations” means the obligations of any person, pursuant to any arrangement with any other person, whereby, directly or indirectly, such person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other person calculated by applying a fixed or a floating rate of interest on the same notional amount.

“Investment” means, with respect to any person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any person.

81

“Investment” shall exclude extensions of trade credit by the Company and its subsidiaries on commercially reasonable terms.  For the purposes of the “—Limitation on restricted payments” covenant,

(1)“Investment” will include and be valued at the fair market value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary, and

(2)the amount of any Investment will be the original cost of such Investment plus the cost of all additional Investments by the Company or any of its Restricted Subsidiaries, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, reduced by the payment of dividends or distributions (including tax sharing payments) in connection with such Investment or any other amounts received in respect of such Investment.

If the Company or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such person is no longer a Restricted Subsidiary, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such subsidiary not sold or disposed.

“Issue Date” means May 21, 2009, the original date of issuance of the old notes.

“Joint Venture” means any person (other than a subsidiary of the Company) engaged in a Related Business with respect to which at least 15% of such person’s outstanding Capital Stock is owned directly or indirectly by the Company.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

“Moody’s” means Moody’s Investor Service, Inc. and its successors.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of

(a)all out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

(b)taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(c)the amounts of

(x)any repayments of debt secured, directly or indirectly, by Liens on the assets that are the subject of such Asset Sale, and

(y)any repayments of debt associated with such assets that is due by reason of such Asset Sale (i.e., such disposition is permitted by the terms of the instruments evidencing or applicable to such debt, or by the terms of a consent granted thereunder, on the condition the proceeds (or portion thereof) of such disposition be applied to such debt), and other fees, expenses and other expenditures, in each case, reasonably incurred as a consequence of such repayment of debt (whether or not such fees, expenses or expenditures are then due and payable or made, as the case may be);

(d)any portion of cash proceeds which the Issuer determines in good faith should be reserved for post-closing adjustments, it being understood and agreed that on the day that all such post-closing

82

adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Company or any of its Restricted Subsidiaries will constitute Net Cash Proceeds on such date;

(e)all amounts deemed appropriate by the Issuer (as evidenced by a signed certificate of the principal financial officer of the Issuer delivered to the trustee) to be provided as a reserve, in accordance with GAAP (“GAAP Reserves”), against any liabilities associated with such assets which are the subject of such Asset Sale;

(f)all foreign, federal, state and local taxes payable (including taxes reasonably estimated to be payable) in connection with or as a result of such Asset Sale; and

(g)with respect to Asset Sales by Restricted Subsidiaries of the Company, the portion of such cash payments attributable to persons holding a minority interest in such Restricted Subsidiary.

Notwithstanding the foregoing, Net Cash Proceeds will not include proceeds received in a foreign jurisdiction from an Asset Sale of an asset located outside the United States to the extent (and only to the extent)

(1)such proceeds cannot under applicable law be transferred to the United States; or

(2)such transfer would result (in the good faith determination of the board of directors of the Company set forth in a board resolution) in an aggregate tax liability that would be materially greater than if such Asset Sale occurred in the United States;

provided that if, as, and to the extent that any of such proceeds may lawfully be in the case of clause (1) or are in the case of clause (2) transferred to the United States, such proceeds will be deemed to be cash payments that are subject to the terms of this definition of Net Cash Proceeds.

“Obligations” means, with respect to any Indebtedness, all principal, interest, premiums, penalties, fees, indemnities, expenses (including legal fees and expenses), reimbursement obligations and other liabilities payable to the holder of such Indebtedness under the documentation governing such Indebtedness.

“Pari Passu Indebtedness” means any Indebtedness of the Issuer or a guarantor of the notes ranking pari passu with the notes or a guarantee of the notes, as the case may be, that the obligor thereon is required to offer to repurchase or repay on a permanent basis in connection with an Asset Sale.

“Permitted Indebtedness” means, without duplication,

(1)the notes (other than Additional Notes) and the guarantees thereof and the new notes and guarantees thereof,

(2)Indebtedness incurred pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $850.0 million, less the amount of any prepayment thereunder made with the proceeds of an Asset Sale in accordance with and in satisfaction of the “—Limitation on asset sales” covenant,

(3)Indebtedness (other than Indebtedness contemplated by clause (1) or (2) of this definition) of the Company and its subsidiaries outstanding on the Issue Date,

(4)Interest Swap Obligations of the Company or any of its subsidiaries covering Indebtedness of the Company or any of its subsidiaries; provided, however, that any Indebtedness to which any such Interest Swap Obligations correspond is otherwise permitted to be incurred under the indenture; provided, further, that such Interest Swap Obligations are entered into, in the judgment of the Company, to protect the Company or any of its subsidiaries from fluctuation in interest rates on their respective outstanding Indebtedness,

83

(5)Indebtedness under Currency Agreements,

(6)intercompany Indebtedness owed by the Company to any Restricted Subsidiary of the Company or by any Restricted Subsidiary of the Company to the Company or any Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Restricted Subsidiary of the Company in each case subject to no Lien held by a person other than the Company or a Restricted Subsidiary of the Company; provided, however, that if, as of any date any person other than the Company or a Restricted Subsidiary of the Company owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date will be deemed the date of incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness under this clause (6),

(7)Acquired Indebtedness to the extent the Company could have incurred such Indebtedness in accordance with the “—Limitation on incurrence of additional indebtedness” covenant on the date such Indebtedness became Acquired Indebtedness,

(8)(A) guarantees by Restricted Subsidiaries (other than the Issuer) pursuant to the “—Limitation of guarantees by restricted subsidiaries” covenant or guarantees by Restricted Subsidiaries (other than the Issuer) of Indebtedness of other Restricted Subsidiaries to the extent that such Indebtedness is otherwise permitted under the indenture and (B) guarantees by the Company or the Issuer of the Company’s Wholly Owned Restricted Subsidiaries’ Indebtedness; provided that such Indebtedness is permitted to be incurred under the indenture,

(9)Indebtedness incurred by the Company or any Restricted Subsidiary in connection with the purchase or improvement of property (real or personal) or equipment or other capital expenditures in the ordinary course of business, in an aggregate amount (including refinancing Indebtedness in respect thereof) not to exceed $50.0 million in any fiscal year,

(10)Indebtedness of the Company or any Restricted Subsidiary evidenced by Capitalized Lease Obligations which, when taken together with all other Indebtedness Incurred pursuant to this clause (10) and outstanding on the date of such Incurrence, does not exceed $25.0 million,

(11)guarantees, letters of credit and indemnity agreements relating to performance and surety bonds incurred in the ordinary course of business,

(12)any refinancing, modification, replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of existing or future Indebtedness incurred in accordance with the “—Limitation on incurrence of additional indebtedness” covenant (other than pursuant to clause (2), (6), (9), (10), (11), (13), (14), (15) or (16) of this definition), including any additional Indebtedness incurred to pay premiums required by the instruments governing such existing or future Indebtedness as in effect at the time of issuance thereof (“Required Premiums”) and fees in connection therewith; provided, however, that any such event does not (1) result in an increase in the aggregate principal amount of Permitted Indebtedness (except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness (A) to pay Required Premiums and related fees or (B) otherwise permitted to be incurred under the indenture) of the Company and its subsidiaries and (2) create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold,

(13)additional Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (13) and outstanding on the date of such Incurrence (which amount may, but need not, be incurred in whole or in part under the Credit Agreement), does exceed the greater of $125.0 million and 6.25% of the Company’s Total Assets,

84

(14)Indebtedness of the Company or any Restricted Subsidiary in respect of the contingent deferred purchase price of any acquired property (including Capital Stock) in aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (14) and outstanding on the date of such Incurrence, does not exceed $15.0 million,

(15)the guarantee of Indebtedness of Joint Ventures to the extent permitted by clause (6) of the definition of Permitted Investments in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (15) and outstanding on the date of such Incurrence, does not exceed the greater of $50.0 million and 2.5% of the Company’s Total Assets, and

(16)Indebtedness of Foreign Subsidiaries in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (16) and outstanding on the date of such Incurrence, does not exceed $50.0 million.

“Permitted Investments” means

(1)Investments by the Company or any Restricted Subsidiary of the Company in, or for the benefit of, any Restricted Subsidiary of the Company (whether existing on the Issue Date or created thereafter and including Investments in any person, if after giving effect to such Investment, such person would be a Restricted Subsidiary of the Company or such person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company) and Investments in, or for the benefit of, the Company by any Restricted Subsidiary of the Company;

(2)Investments in cash or Cash Equivalents;

(3)Investments existing on the Issue Date;

(4)Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in settlement of or other resolution of claims or disputes, and in each case, extensions, modifications and amendments thereof;

(5)so long as no Default or Event of Default has occurred and is continuing, loans and advances in the ordinary course of business by the Company and its Restricted Subsidiaries to their respective employees not to exceed $2.5 million at any one time outstanding;

(6)so long as no Default or Event of Default has occurred and is continuing, additional Investments in a person or persons principally engaged in a Related Business in an aggregate amount which, when taken together with all other Investments made pursuant to this clause (6) and outstanding on the date of such Investment, does not exceed the greater of $250.0 million and 10% of the Company’s Total Assets;

(7)Investments received by the Company or its Restricted Subsidiaries as consideration for asset sales, including Asset Sales; provided, however, in the case of an Asset Sale, such Asset Sale is effected in compliance with the “—Limitation on asset sales” covenant;

(8)Currency Agreements and Interest Swap Obligations entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’ business and otherwise in compliance with the indenture;

(9)guarantees by the Company or any of its Restricted Subsidiaries of Indebtedness, which guarantees are otherwise permitted to be incurred by the Company or such Restricted Subsidiary under the indenture;

85

(10)any Investments received in exchange for the issuance of Qualified Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any such Qualified Capital Stock; and

(11)any Investment by the Company or any Restricted Subsidiary in a Joint Venture in an aggregate amount which, when taken together with all other Investments made pursuant to this clause (11) and outstanding on the date of such Investment, does not exceed $100.0 million.

“Permitted Junior Securities” means

(1)Qualified Capital Stock of the Issuer or any guarantor; or

(2)debt securities that are subordinated to (a) all Senior Debt and (b) any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes and the guarantees of the notes are subordinated to Senior Debt under the indenture.

“Permitted Liens” means

(1)Liens securing Indebtedness consisting of Capitalized Lease Obligations;

(2)Liens securing any Senior Debt, including liens securing the Credit Agreement in effect on the Issue Date;

(3)Liens on property existing at the time of acquisition thereof by the Company or a Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such acquisition;

(4)Liens at any time outstanding with respect to assets of the Company and its Restricted Subsidiaries, the fair market value of which at the time the Lien was imposed does not exceed $1.0 million;

(5)Liens securing Indebtedness incurred pursuant to clauses (9), (11), (13) or (14) of the definition of Permitted Indebtedness; provided that such Indebtedness is Senior Debt;

(6)Liens created to replace Liens described in clause (3) above or clause (7) below to the extent that such Liens do not extend beyond the originally encumbered property (other than improvements thereto or thereon, attachments and other modifications reasonably required to maintain such property) and are not otherwise materially less favorable to the Company and its Restricted Subsidiaries than the Liens being replaced, as determined by the board of directors of the Company in good faith; and

(7)Liens existing on the Issue Date.

“Preferred Stock” of any person means any Capital Stock of such person that has preferential rights to any other Capital Stock of such person with respect to dividends or redemptions or upon liquidation.

“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms of the indenture, a calculation in accordance with Article 11 of Regulation S-X under the Securities Act.

“Productive Assets” means assets of a kind used or usable in the businesses of the Company and its Restricted Subsidiaries as conducted on the date of the relevant Asset Sale or any Related Business (including Capital Stock in any such businesses or Related Business and licenses or similar rights to operate); provided, however, that accounts receivable acquired as part of an acquisition of assets of a kind used or usable in such businesses will be deemed to be Productive Assets.

“Qualified Capital Stock” means any stock that is not Disqualified Capital Stock.

“Refinancing Convertible Debentures Hedge and Warrant Option Transactions” means any hedge and warrant option transactions entered into after the Issue Date in respect of any convertible indebtedness issued for the

86

purpose of refinancing (whether through redemption, repurchase or otherwise) of the Convertible Debentures, which hedge and warrant option transactions are on terms that are, other than with respect to pricing terms, substantially similar to the agreements and confirmations referred to in clauses (i) and (ii) of the definition of Existing Convertible Debenture Hedge and Warrant Option Transactions and in any event on terms, other than with respect to pricing terms, no less favorable to the holders.

“Related Business” means the businesses of the Company and its Restricted Subsidiaries as conducted on the Issue Date and similar, complementary or related businesses or reasonable extensions, developments or expansions thereof.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of any person means any subsidiary of such person that at the time of determination is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s, a division of the McGraw-Hill Companies, and its successors.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any person or to which any such person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person or to any other person from whom funds have been or are to be advanced by such person on the security of such property; provided, however, that a Sale and Leaseback Transaction will not include a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration (exclusive of indemnities) of less than $1.0 million (a “De Minimis Transaction”) so long as the aggregate consideration (exclusive of indemnities) received by the Company or its Restricted Subsidiaries from all De Minimis Transactions does not exceed an aggregate of $10.0 million.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of the Issuer or any guarantor of the notes, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness will not be senior in right of payment to the notes.  Without limiting the generality of the foregoing, “Senior Debt” will also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of, all monetary obligations (including guarantees thereof) of every nature of the Issuer under the Credit Agreement in effect on the Issue Date, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities.  “Senior Debt” will not include

(1)Indebtedness evidenced by the notes or a guarantee of the notes;

(2)any Indebtedness of the Issuer or such guarantor to the Company or a subsidiary of the Company;

(3)Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Company or any subsidiary of the Company or Affiliate of the Company (including, without limitation, amounts owed for compensation);

(4)trade payables and other current liabilities arising in the ordinary course of business in connection with obtaining goods, materials or services;

(5)Indebtedness represented by Disqualified Capital Stock;

87

(6)any liability for federal, state, local or other taxes owed or owing by the Issuer or such guarantor;

(7)that portion of any Indebtedness incurred in violation of the indenture;

(8)any Indebtedness which is, by its express terms, subordinated in right of payment or junior to any other Indebtedness of the Company or such guarantor; and

(9)any Indebtedness which, when incurred and without respect to any other election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company or such guarantor.

“Significant Subsidiary” shall have the meaning set forth in Rule 1.02(w) of Regulation S-X under the Securities Act.

“Total Assets” means for any person, as of any determination date, the total consolidated assets of such person and its Restricted Subsidiaries, as calculated in accordance with GAAP, as of the most recent date for which an internal balance sheet is available, and giving pro forma effect (determined in the same manner as provided for in the definition of Consolidated Fixed Charge Coverage Ratio) to transactions that would change the amount of Total Assets.

“Transactions” means the offer and sale of the notes.

“Unrestricted Subsidiary” of any person means

(1)any subsidiary of such person that at the time of determination is or continues to be designated an Unrestricted Subsidiary by the board of directors of such person in the manner provided below; and

(2)any subsidiary of an Unrestricted Subsidiary.

The board of directors of the Company may designate any subsidiary (other than the Issuer) (including any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company, the Issuer or any other subsidiary of the Company that is not a subsidiary of the subsidiary to be so designated; provided, however, that

(x)the Issuer certifies to the trustee that such designation complies with the “—Limitation on restricted payments” covenant; and

(y)each subsidiary to be so designated and each of its subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries except to the extent permitted by the provisions of the “—Limitation on incurrence of additional indebtedness” covenant and the “—Limitation on restricted payments” covenant.

The board of directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if

(x)immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “—Limitation on incurrence of additional indebtedness” covenant and

(y)immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.  Any such designation by the board of directors will be evidenced to the trustee by promptly filing with the trustee a copy of the resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

88

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing

(a)the then outstanding aggregate principal amount of such Indebtedness into

(b)the sum of the total of the products obtained by multiplying

(1)the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

(2)the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly Owned Restricted Subsidiary” of any person means any Restricted Subsidiary of such person of which all the outstanding voting securities (other than directors’ qualifying shares) are owned by such person or any Wholly Owned Restricted Subsidiary of such person.

89

BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

The old notes were initially issued in the form of several registered notes in global form, without interest coupons, as follows:

·notes sold to qualified institutional buyers under Rule 144A were represented by the Rule 144A global note; and

·notes sold in offshore transactions to non-U.S. persons in reliance on Regulation S were represented by the Regulation S global note.

Upon issuance, each of the old notes were, and each of the new notes will be, deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each note was, and will be, limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants.  We expect that under procedures established by DTC:

·upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants; and

·ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Exchanges Among the Global Notes

After consummation of the exchange offer, beneficial interests in one old note may generally be exchanged for interests in another old note and beneficial interest in one new note may generally be exchanged for interest in another new note.  Depending on whether the transfer is being made during or after the Distribution Compliance Period, and to which global note the transfer is being made, the Trustee may require the seller to provide certain written certifications in the form provided in the indenture.

A beneficial interest in a global note that is transferred to a person who takes delivery through another global note will, upon transfer, become subject to any transfer restrictions and other procedures applicable to beneficial interests in the other global note.

Book-Entry Procedures for the Global Notes

All interests in the global notes will be subject to the operations and procedures of DTC.  We provide the following summaries of those operations and procedures solely for the convenience of investors.  The operations and procedures of DTC are controlled by DTC and may be changed at any time.  Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

·a limited purpose trust company organized under the laws of the State of New York;

90

·a “banking organization” within the meaning of the New York State Banking Law;

·a member of the Federal Reserve System;

·a “clearing corporation” within the meaning of the Uniform Commercial Code; and

·a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants.  DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations.  Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly.  Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture.  Except as provided below, owners of beneficial interests in a global note:

·will not be entitled to have notes represented by the global note registered in their names;

·will not receive or be entitled to receive physical, certificated notes; and

·will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note.  Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.  If the laws of a jurisdiction require that certain persons take physical delivery of securities in definitive form, the ability to transfer beneficial interests in a global note to such persons may be limited.  Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a person holding a beneficial interest in a global note to pledge its interest to a person or entity that does not participate in the DTC system, or otherwise take actions in respect of its interest, may be affected by the lack of a physical security.

91

DTC has agreed to the above procedures to facilitate transfers of interests in the global notes among participants in DTC.  However, DTC is not obligated to perform these procedures and may discontinue or change these procedures at any time.  Neither we nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing its operations.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

·DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

·DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;

·we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

·certain other events provided in the indenture should occur.

92

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. federal income tax considerations relevant to the exchange of old notes for new notes (collectively, the “notes”) pursuant to the exchange offer and the ownership and disposition of the new notes, but does not purport to be a complete analysis of all potential tax effects.  The discussion is based upon the Code, U.S. Treasury Regulations issued thereunder, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time.  Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes.  This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks, financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, partnerships or other pass-through entities, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction.  Moreover, the effect of any applicable state, local or foreign tax laws is not discussed.  The discussion deals only with notes held as “capital assets” within the meaning of Section 1221 of the Code.

As used herein, “U.S. Holder” means a beneficial owner of the notes who or that is or is treated for U.S. federal income tax purposes as:

·an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;

·a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or a political subdivision thereof;

·an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

·a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a U.S. person.

No rulings from the IRS have or will be sought with respect to the matters discussed below.  There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of old notes for new notes or of the ownership or disposition of the new notes or that any such position would not be sustained.  If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership.  Such partner should consult its tax advisor as to the tax consequences of the partnership’s purchase, ownership and disposition of the notes.  Holders of notes should consult their own tax advisors with regard to the application of the tax consequences discussed below to their particular situations as well as the application of any state, local, foreign or other tax laws, including gift and estate tax laws, and any tax treaties.

Exchange Pursuant to the Exchange Offer

The exchange of the old notes for the new notes in the exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes, because the new notes will not be considered to differ materially in kind or extent from the old notes.  Accordingly, the exchange of old notes for new notes will not be a taxable event to holders for U.S. federal income tax purposes.  Moreover, the new notes will have the same tax attributes as the old notes exchanged therefor and the same tax consequences to holders as the old notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

93

U.S. Holders

Interest

Payments of stated interest on the notes generally will be taxable to a U.S. Holder as ordinary income at the time that such payments are received or accrued, in accordance with such U.S. Holder’s method of accounting for U.S. federal income tax purposes.  In certain circumstances (see “Description of notes—Redemption” and “Description of notes—Change of control”), the Issuer may be obligated to pay amounts in excess of stated interest or principal on the notes.  The Issuer intends to take the position that the notes should not be treated as contingent payment debt instruments because of the possibility of such additional payments.  This position is based in part on assumptions regarding the possibility, as of the date of issuance of the notes, that such additional amounts will have to be paid.  The Issuer’s determination regarding these additional payments is binding on a U.S. Holder unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations.  The Issuer’s determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a U.S. Holder might be required to accrue additional interest income on its notes, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note before the resolution of the contingencies.  In the event a contingency occurs, it would affect the amount and timing of the income recognized by a U.S. Holder.

Original Issue Discount

The notes were issued with original issue discount (“OID”) for U.S. federal income tax purposes and accordingly, U.S. Holders of notes are subject to special rules relating to the accrual of income for tax purposes, as described below.  U.S. Holders of notes generally must include OID in gross income for U.S. federal income tax purposes on an annual basis under a constant yield accrual method regardless of their regular method of tax accounting.  As a result, U.S. Holders must include OID in income in advance of the receipt of cash attributable to such income.

The notes were issued with OID equal to the excess of the notes’ “stated redemption price at maturity” over the “issue price” of the notes.  The stated redemption price at maturity of the notes includes all payments on the notes other than payments of “qualified stated interest.”  Stated interest on the notes will be treated as qualified stated interest.  The issue price of the notes is the first price at which a substantial amount of the notes was sold for cash (excluding sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers).  The amount of OID includible in income by a U.S. Holder of a note is the sum of the “daily portions” of OID with respect to the note for each day during the taxable year or portion thereof in which such U.S. Holder holds such note (“accrued OID”).  A daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID that accrued in such period.  The “accrual period” of a note may be of any length and may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the first or last day of an accrual period.  The amount of OID that accrues with respect to any accrual period is the excess of (i) the product of the note’s “adjusted issue price” at the beginning of such accrual period and its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of such period, over (ii) the amount of qualified stated interest allocable to such accrual period.  The adjusted issue price of a note at the start of any accrual period is equal to its issue price, increased by the accrued OID for each prior accrual period and reduced by any prior payments made on such note (other than payments of qualified stated interest).

Market Discount

If a U.S. Holder acquires a note at a cost that is less than its revised issue price, the amount of such difference is treated as “market discount” for U.S. federal income tax purposes, unless such difference is less than .0025 multiplied by the stated redemption price at maturity multiplied by the number of complete years to maturity (from the date of acquisition).  In general, the “revised issue price” of a note will be such note’s adjusted issue price, as defined above under “—Original issue discount.”

Under the market discount rules of the Code, a U.S. Holder is required to treat any partial payment of principal on a note, and any gain on the sale, exchange, retirement or other disposition of a note, as ordinary income to the extent of the accrued market discount that has not previously been included in income.  If such note is

94

disposed of by the U.S. Holder in certain otherwise nontaxable transactions, accrued market discount must be included as ordinary income by the U.S. Holder as if the holder had sold the note at its then fair market value.

In general, the amount of market discount that has accrued is determined on a ratable basis.  A U.S. Holder may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis.  This election is made on a note-by-note basis and is irrevocable.

With respect to notes with market discount, a U.S. Holder may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued to purchase or to carry the notes.  A U.S. Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply.  This election will apply to all debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the IRS.  A U.S. Holder’s tax basis in a note will be increased by the amount of market discount included in the holder’s income under the election.

Premium and Acquisition Premium

If a U.S. Holder purchases a note for an amount in excess of the sum of all amounts payable on the note after the date of acquisition (other than payments of qualified stated interest), the holder will be considered to have purchased the note with “amortizable bond premium” equal in amount to the excess, and generally will not be required to include any OID in income.  Generally, a U.S. Holder may elect to amortize the premium as an offset to qualified stated interest income, using a constant yield method similar to that described above, over the remaining term of the note.  The notes are subject to call provisions at the Issuer’s option at various times, as described under “Description of notes—Redemption.”  A U.S. Holder will calculate the amount of amortizable bond premium based on the amount payable at the applicable call date, but only if use of the call date (in lieu of the stated maturity date) results in a smaller amortizable bond premium for the period ending on the call date.  A U.S. Holder who elects to amortize bond premium must reduce the holder’s tax basis in the note by the amount of the premium used to offset qualified stated interest income as set forth above.  An election to amortize bond premium applies to all taxable debt obligations held or subsequently acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the IRS.

If a U.S. Holder purchases a note issued with OID at an “acquisition premium,” the amount of OID that the U.S. Holder includes in gross income is reduced to reflect the acquisition premium.  A note is purchased at an acquisition premium if its adjusted basis, immediately after its purchase, is (a) less than or equal to the sum of all amounts payable on the note after the purchase date other than payments of qualified stated interest and (b) greater than the note’s adjusted issue price.

If a note is purchased at an acquisition premium, the U.S. Holder reduces the amount of OID that otherwise would be included in income during an accrual period by an amount equal to (i) the amount of OID otherwise includible in income multiplied by (ii) a fraction, the numerator of which is the excess of the adjusted basis of the note immediately after its acquisition by the U.S. Holder over the adjusted issue price of the note and the denominator of which is the excess of the sum of all amounts payable on the note after the purchase date, other than payments of qualified stated interest, over the note’s adjusted issue price.

As an alternative to reducing the amount of OID that otherwise would be included in income by this fraction, the U.S. Holder may elect to compute OID accruals by treating the purchase as a purchase at original issuance and applying the constant yield method described above.

Election to Treat All Interest as OID

U.S. Holders may elect to include in gross income all interest that accrues on a note, including any stated interest, OID, market discount, de minimis market discount and unstated interest, as adjusted by amortizable bond premium and acquisition premium, by using the constant yield method described above under the heading “—Original issue discount.”  This election for a note with amortizable bond premium will result in a deemed election to amortize bond premium for all taxable debt obligations held or subsequently acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the

95

IRS.  Similarly, this election for a note with market discount will result in a deemed election to accrue market discount in income currently for the note and for all other debt instruments acquired by the U.S. Holder with market discount on or after the first day of the taxable year to which the election first applies, and may be revoked only with the consent of the IRS.  A U.S. Holder’s tax basis in a note will be increased by each accrual of the amounts treated as OID under the constant yield election described in this paragraph.

Sale or Other Taxable Disposition of the Notes

A U.S. Holder will recognize gain or loss on the sale, exchange (other than pursuant to a tax-free transaction), redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition (less the amount allocable to any accrued and unpaid interest, which will be taxable as interest) and the U.S. Holder’s adjusted tax basis in the note.  A U.S. Holder’s adjusted basis in a note generally will be the U.S. Holder’s cost thereof, increased by OID or market discount previously included in income with respect to the note and reduced by the amount of any amortizable bond premium previously taken into account with respect to the note and any principal payments previously received with respect to the note.  Other than as described above under “—Market discount,” this gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. Holder has held the note for more than one year.  The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

A U.S. Holder may be subject to information reporting and a backup withholding tax with respect to interest and OID on the notes and the proceeds received upon the sale or other disposition of such notes.  Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to information reporting or backup withholding.  A U.S. Holder will be subject backup withholding tax if such holder is not otherwise exempt and such holder:

·fails to furnish its taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number;

·furnishes an incorrect TIN;

·is notified by the IRS that it has failed to properly report payments of interest or dividends; or

·fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the U.S. Holder that it is subject to backup withholding.

U.S. Holders should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable.  The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund if they timely provide certain information to the IRS.

Non-U.S. Holders

A non-U.S. Holder is a beneficial owner of the notes who is not a U.S. Holder.

Interest and OID

Payments of interest and OID made to a non-U.S. Holder will not be subject to a U.S. federal withholding tax of 30% (or, if applicable, a lower treaty rate) provided that such payments are not effectively connected with a U.S. trade or business and:

·such holder does not directly or indirectly, actually or constructively, own 10% or more of the voting stock of the Issuer;

96

·      such holder is not a controlled foreign corporation that is related to the Issuer through actual or constructive stock ownership and is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

·      either (1) the non-U.S. Holder certifies in a statement provided to the Issuer or the paying agent, under penalties of perjury, that it is not a “U.S. person” within the meaning of the Code and provides its name and address, (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes on behalf of the non-U.S. Holder certifies to the Issuer or the paying agent under penalties of perjury that it, or the financial institution between it and the non-U.S. Holder, has received from the non-U.S. Holder a statement, under penalties of perjury, that such holder is not a U.S. person and provides the Issuer or the paying agent with a copy of such statement or (3) the non-U.S. Holder holds its notes directly through a “qualified intermediary” and certain conditions are satisfied.

Even if the above conditions are not met, a non-U.S. Holder may be entitled to a reduction in or an exemption from withholding tax on interest and OID under a tax treaty between the U.S. and the non-U.S. Holder’s country of residence.  To claim such a reduction or exemption, a non-U.S. Holder must generally complete IRS Form W-8BEN and claim this exemption on the form.  In some cases, a non-U.S. Holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.  A non-U.S. Holder generally will also be exempt from withholding tax on interest and OID if such interest and OID is effectively connected with such holder’s conduct of a U.S. trade or business (as described below) and the holder provides the Issuer or the paying agent with an IRS Form W-8ECI.  In certain circumstances (see “Description of notes—Redemption” and “Description of notes—Change of control”), the Issuer may be obligated to pay amounts in excess of stated interest or principal on the notes.  Such payments may be treated as interest, subject to the rules described above, or as additional amounts paid in exchange for the notes, subject to the rules described below under “—Sale or other taxable disposition of the notes,” as applicable, or as other income subject to U.S. federal withholding tax.  A non-U.S. Holder that is subject to withholding tax on any such payments should consult its own tax advisors as to whether it can obtain a refund for all or a portion of the withholding tax.

The certification requirements described above may require a non-U.S. Holder that claims the benefit of an income tax treaty to also provide its U.S. taxpayer identification number.  Prospective investors should consult their tax advisors regarding the certification requirements for non-U.S. persons.

Sale or Other Taxable Disposition of the Notes

A non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other taxable disposition of a note that is not effectively connected with a U.S. trade or business of the non-U.S. Holder.  However, a non-U.S. Holder may be subject to tax on such gain if such holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case such holder may have to pay a U.S. federal income tax of 30% (or, if applicable, a lower treaty rate) on such gain.

U.S. Trade or Business

If interest, OID or gain from a disposition of the notes is effectively connected with a non-U.S. Holder’s conduct of a U.S. trade or business, and, if an income tax treaty applies, the non-U.S. Holder maintains a U.S. “permanent establishment” to which the interest, OID or gain is attributable, the non-U.S. Holder generally will be subject to U.S. federal income tax on the interest, OID or gain on a net basis in the same manner as if it were a U.S. Holder.  If interest or OID income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided on IRS Form W-8ECI).  A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty.  For this purpose, interest and OID on a note or gain recognized on

97

the disposition of a note will be included in earnings and profits if the interest, OID or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

Backup Withholding and Information Reporting

Backup withholding will not apply to payments of interest or OID, made by the Issuer or the paying agent to a non-U.S. Holder of a note if the holder meets the identification and certification requirements discussed above under “Non-U.S. Holders—Interest” for exemption from U.S. federal withholding tax or otherwise establishes an exemption.  However, information reporting on IRS Form 1042-S may still apply with respect to interest payments.  Payments of the proceeds from a disposition by a non-U.S. Holder of a note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

·      a U.S. person;

·      a controlled foreign corporation for U.S. federal income tax purposes;

·      a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period;

·      or a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business.

Payment of the proceeds from a disposition by a non-U.S. Holder of a note made to or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner establishes an exemption from information reporting and backup withholding.  Non-U.S. Holders should consult their own tax advisors regarding the application of withholding, information reporting and backup withholding in their particular circumstance and the availability of any procedure for obtaining an exemption from withholding, information reporting and backup withholding under current Treasury Regulations.  In this regard, the current Treasury Regulations provide that a certification may not be relied on if the payor knows or has reasons to know that the certification may be false.  The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund if they timely provide certain information to the IRS.

98

PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS

Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus together with any resale of those new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in the resales of new notes received in exchange for outstanding notes where those outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of up to 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer that requests it in the letter of transmittal for use in any such resale.

We will not receive any proceeds from any sale of new notes by broker-dealers or any other persons. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreements and will indemnify the holders of outstanding notes including any broker-dealers, and certain parties related to such holders, against certain types of liabilities, including liabilities under the Securities Act.

99

LEGAL MATTERS

The validity of the new notes and the guarantees offered hereby is being passed upon for us by Latham & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of the Company and its subsidiaries in the Company’s Current Report on Form 8-K filed on May 18, 2009 (including the financial statement schedule included therein), and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as set forth in its reports thereon included in the Company’s Current Report on Form 8-K filed on May 18, 2009 and incorporated herein by reference.  The Deloitte & Touche LLP report on the Company’s consolidated financial statements as of and for the years ended December 31, 2008 and 2007 was based in part on the report of Reconta Ernst & Young S.p.A. on the financial statements of Consorzio Lotterie Nazionali (“CLN”), the Company’s investment accounted for using the equity method, as of December 31, 2008 and 2007 and for the years then ended.

The CLN financial statements, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, have been audited by Reconta Ernst & Young S.p.A., an independent registered public accounting firm, as set forth in its report thereon, included therein and incorporated herein by reference.

The financial statements of the Company and CLN referred to above are incorporated herein in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

100

$225,000,000

SCIENTIFIC GAMES INTERNATIONAL, INC.

(as Issuer)

SCIENTIFIC GAMES CORPORATION

(as Guarantor)

Exchange Offer for
9.250% Senior Subordinated Notes due 2019

No dealer, sales representative or other person has been authorized to give any information or to make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by Scientific Games Corporation or any of its subsidiaries.  This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates, nor does it constitute an offer to sell or the solicitation of an offer to buy such securities, in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer or solicitation.  Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Scientific Games Corporation and any of its subsidiaries since the date hereof or that information contained in this prospectus is correct as of any time subsequent to its date.

Prospectus

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification of Directors and Officers of Scientific Games Corporation and Scientific Games International, Inc.

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the certificates (or articles) of incorporation and bylaws, or certificates of formation and limited liability company agreements, as the case may be, of Scientific Games Corporation (the “Company”), Scientific Games International, Inc. (the “Issuer”) and the subsidiary guarantors discussed below.

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

In the case of an action by or in the right of the corporation, Section 145 of the DGCL grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL allows a corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

The bylaws of the Company provide for indemnification of its directors, officers, employees and other agents of the Company for such liabilities in such manner under such circumstances and to the extent permitted by Section 145 of the DGCL.  The bylaws of the Company also provide that the Board of Directors of the Company may authorize the purchase and maintenance of insurance for the purpose of such indemnification.

The Company’s certificate of incorporation provides that a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL.

II-1

The bylaws of the Issuer contain indemnification provisions that closely mirror the language in Section 145 of the DGCL. In addition, the bylaws of the Issuer authorize the purchase and maintenance of insurance on behalf of directors, officers, employees and agents against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as a director, officer, employee or agent, whether or not the Issuer would have the power to indemnify such person against such liability under such bylaws or applicable law.

The Issuer’s certificate of incorporation provides that no director of the Issuer shall be personally liable to the Issuer or its stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL.

The Company maintains an insurance policy on behalf of itself and its subsidiaries, including the Issuer and the subsidiary guarantors discussed below, and on behalf of the directors and officers thereof, covering certain third-party claims which may be asserted against such entities, directors and/or officers.

Indemnification of Directors and Officers of the Subsidiary Guarantors

The following summaries are qualified in their entirety by reference to the complete text of any statutes referred to below and the certificates of incorporation and the bylaws or similar organizational documents of each guarantor (other than the Company) guaranteeing the Issuer’s 9.250% Senior Subordinated Notes due 2019.

Delaware Corporate Subsidiary Guarantors

The indemnification provisions of the DGCL described in “Indemnification of Directors and Officers of Scientific Games Corporation and Scientific Games International, Inc.” above also relate to the directors and officers of Scientific Games Products, Inc. (“SGP”), Scientific Games SA, Inc. (“SGSA”) and SG Racing, Inc. (“SGRI”), each a Delaware corporation (collectively, the “Delaware Corporate Subsidiary Guarantors”).

The bylaws of each Delaware Corporate Subsidiary Guarantor contain indemnification provisions. The bylaws of SGSA and SGRI provide for the indemnification of their respective directors and officers to the fullest extent permitted by the DGCL.  The bylaws of SGP contain indemnification provisions that closely mirror the language in Section 145 of the DGCL. The bylaws of SGP authorize the purchase and maintenance of insurance on behalf of directors, officers, employees and agents against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as a director, officer, employee or agent, whether or not SGP would have the power to indemnify such person against such liability under its bylaws.  Similarly, the bylaws of SGSA authorize the maintenance of insurance on behalf of directors, officers, employees and agents against any expense, liability or loss, whether or not SGSA would have the power to indemnify such person against such liability under such bylaws or applicable law.

The certificate of incorporation of SGP provides that no director of SGP shall be personally liable to SGP or its stockholders for monetary damages for breach of duty of care or other duty as a director, to the fullest extent permitted by the DGCL.  The certificate of incorporation of SGRI provides that the personal liability of the directors of SGRI is eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL.

Delaware Limited Liability Company Subsidiary Guarantors

MDI Entertainment, LLC (“MDI”), Scientific Games Racing, LLC (“SGRL”) and TRACKPLAY, LLC are Delaware limited liability companies.  Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Neither the limited liability company agreement nor the certificate of formation of MDI contains provisions indemnifying or limiting the liability of the managers or officers of MDI.

II-2

The limited liability company agreement of SGRL provides that, to the extent legally permissible, SGRL shall indemnify its managers and officers (including persons who serve at SGRL’s request as directors, managers, officers or trustees of another organization) against all liabilities and expenses, in connection with the defense or disposition of any action, suit or proceeding, whether civil or criminal, in which such person may be involved or with which such person may be threatened, while in office or thereafter, by reason of having been such director, manager, officer or trustee, except with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the action was not unlawful and was in the best interests of SGRL.

The certificate of formation of SGRL provides that the company shall indemnify and hold harmless each member, each manager and each officer to the fullest extent permitted by law.

The limited liability company agreement of TPL provides that TPL agrees to indemnify and save harmless its members, managers and their respective officers, directors, employees and shareholders from and against any and all claims, liabilities, damages, losses, costs and expenses that are incurred by such persons and arise out of or in connection with the business of TPL, provided that no indemnification may be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that the acts of such person were committed with gross negligence, in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.  The limited liability company agreement of TPL authorizes TPL to maintain insurance to protect its members, managers and their respective officers, directors, employees and shareholders against any liabilities, damages, losses, costs and expenses, whether or not TPL would have the power to indemnify any such persons under the Delaware Limited Liability Company Act.

The certificate of formation of TPL does not contain provisions indemnifying or limiting the liability of the managers or officers of TPL.

Connecticut Subsidiary Guarantor (Autotote Enterprises, Inc., a Connecticut corporation (“AEI”))

Section33-756 of the Business Corporation Act of the State of Connecticut (the “CBCA”), provides, in pertinent part, that a director is not liable for action taken as a director, or any failure to take any action, if he acted (1) in good faith, (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (3)in a manner he reasonably believes to be in the best interests of the corporation.

Section33-772 of the CBCA provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Section33-771 of the CBCA further provides that a corporation incorporated prior to January1, 1997 shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify any director who is made a party to any proceeding, other than an action by or in the right of the corporation or any proceeding with respect to which he was adjudged liable on the basis that he received financial benefitto which he was not entitled, whether or not involving action in his official capacity, against liability incurred in the proceeding if (1)he conducted himself in good faith, and (2)he reasonably believed (a) in the case of conduct in his official capacity with the corporation, that his conduct was in the best interests of the corporation, and (b) in all other cases, that his conduct was at least not opposed to the best interests of the corporation, and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

In the case of a proceeding by or in the right of the corporation, section 33-771 of the CBCA provides that a corporation may not indemnify a director except for reasonable expenses incurred in connection with the proceeding if it is determined that the director (1) conducted himself in good faith, and (2) reasonably believed (a) in the case of conduct in his official capacity with the corporation, that his conduct was in the best interests of the corporation, and (b)in all other cases, that his conduct was at least not opposed to the best interests of the corporation, and (3)in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

II-3

Termination of a proceeding by judgment, order, settlement or conviction or a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct required by the CBCA.

Section 33-776 of the CBCA provides that a corporation incorporated prior to January 1, 1997 shall indemnify each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director as provided above.

Section 33-777 of the CBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees or agents of the corporation, or who, while a director, officer, employee or agent of the corporation serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him in that capacity, or arising from his status as a director, officer, employee or agent, whether or not the corporation would have the power to indemnify or advance expenses to him against the same liabilities under the CBCA.

The certificate of incorporation of AEI provides that the personal liability of a director to AEI or its shareholders for monetary damages for breach of duty as a director shall be limited to an amount that is equal to the compensation received by the director for serving AEI during the year of the violation if such breach did not (1)involve a knowing and culpable breach of law, (2)involve improper personal economic gain, (3)show a lack of good faith and a conscious disregard for the duty of the director to AEI, (4)constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to AEI or (5)create liability under Section33-321 of the Connecticut General Statutes.

The bylaws of AEI do not contain provisions indemnifying or limiting the liability of the directors or officers of AEI.

Nevada Subsidiary Guarantor (Autotote Gaming,Inc., a Nevada corporation ("AGI"))

Section78.7502 of the Nevada Revised Statutes (“NRS”) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than in certain actions by or in the right of the corporation as described below, by reason of the fact that he is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by this person in connection with the action, suit or proceeding if he: (1)is not liable pursuant to Section78.138 of the NRS; or (2)acted in good faithand in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

In the case of an action by or in the right of the corporation, Section78.7502 of the NRS further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that he is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorney’s fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (1)is not liable pursuant to Section78.138 of the NRS; or(2)acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

II-4

Section78.138 of the NRS permits a corporation to eliminate or limit the individual liability of directors and officers to the corporation or its stockholders or creditors for any damages resulting from any act or failure to act in the capacity as a director or officer unless the act or failure to act constitutes a breach of the director’s or officer’s fiduciary duties and such breach involved intentional misconduct, fraud or a knowing violation of law.

In addition, Section78.752 of the NRS authorizes a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.

The bylaws of AGI provide for the indemnification, to the fullest extent permitted by Nevada law, of directors and officers of AGI against all expense, liability and loss reasonably incurred or suffered by any such person in connection with any action or suit, whether civil, criminal, administrative or investigative, to which such person is or was a party or threatened to be made a party, or is otherwise involved in, by reason of the fact that he or she is or was a director or officer of AGI or is or was serving in any capacity at the request of AGI as a director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another enterprise.

The articles of incorporation of AGI provide that no director or officer shall be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer except for circumstances involving acts or omissions involving intentional misconduct, fraud or a knowing violation of law, or for unlawful distributions in violation of Section78.300 of the NRS.

II-5

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)    Exhibits.

Exhibit Number		Description
3.1	(a)	Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on March 20, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
3.1	(b)	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on June 7, 2007 (incorporated by reference to Exhibit 3.1(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
*3.2		Certificate of Incorporation of Scientific Games International, Inc.
*3.3		Certificate of Incorporation of Autotote Enterprises, Inc.
*3.4		Articles of Incorporation of Autotote Gaming, Inc.
*3.5		Certificate of Formation of MDI Entertainment, LLC
*3.6		Certificate of Incorporation of Scientific Games Products, Inc.
*3.7		Certificate of Formation of Scientific Games Racing, LLC
*3.8		Certificate of Incorporation of Scientific Games SA, Inc.
*3.9		Certificate of Incorporation of SG Racing, Inc.
*3.10		Certificate of Incorporation of TRACKPLAY, LLC
3.11		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2007).
*3.12		Amended and Restated By-laws of Scientific Games International, Inc.
*3.13		By-laws of Autotote Enterprises, Inc.
*3.14		Amended and Restated Bylaws of Autotote Gaming, Inc.
*3.15		Operating Declaration of MDI Entertainment, LLC
*3.16		Bylaws of Scientific Games Products, Inc.
*3.17		Operating Agreement of Scientific Games Racing, LLC
*3.18		Amended and Restated By-laws of Scientific Games SA, Inc.
*3.19		Amended and Restated By-laws of SG Racing, Inc.
*3.20		Operating Agreement of TRACKPLAY, LLC
4.11		Indenture, dated as of May 21, 2009, among the Issuer, the Company, as a guarantor, the subsidiary guarantors party thereto, and The Bank of Nova Scotia Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 27, 2009).

II-6

4.22		Registration Rights Agreement, dated May 21, 2009, among the Issuer, the Company, the subsidiary guarantors party thereto, and J.P. Morgan Securities Inc., Banc of America Securities LLC., Credit Suisse (USA) LLC and Goldman Sachs & Co., as representatives for the initial purchasers listed therein (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 27, 2009)
*4.31	(a)	Senior Subordinated Note (No. 001) (included in Exhibit 4.1 above).
*4.31	(b)	Senior Subordinated Note (No. 002) (included in Exhibit 4.1 above).
4.4		Indenture, dated as of December 23, 2004, among the Company, as issuer, the subsidiary guarantors party thereto, and Wells Fargo, National Association, as trustee, relating to the 6.25% Senior Subordinated Notes Due 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.5		Registration Rights Agreement, dated December 23, 2004, among the Company, the subsidiary guarantors party thereto, and J.P. Morgan Securities Inc., Bear Stearns & Co. Inc., Jefferies & Company, Inc., Ramius Securities, LLC, ABN AMRO Incorporated, BNY Capital Markets, Inc. and Commerzbank Capital Markets Corp. relating to the 6.25% Senior Subordinated Notes Due 2012 (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 (No. 333-124106) filed on April 15, 2005 (the “2005 S-4”)).
4.6		Form of 6.25% Senior Subordinated Note (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the 2005 S-4).
4.7		Indenture, dated as of December 23, 2004, among the Company, as issuer, the subsidiary guarantors party thereto, and Wells Fargo, National Association, as trustee, relating to the 0.75% Convertible Senior Subordinated Notes Due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.8		Registration Rights Agreement, dated December 23, 2004 by and among the Company, the Subsidiary Guarantors, and J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc. as representatives of the Initial Purchasers and Jefferies & Company, Inc., Ramius Securities, LLC, BNY Capital Markets, Inc., Commerzbank Capital Markets Corp. and LaSalle Debt Capital Markets, a division of ABN AMRO Financial Services,  Inc. relating to the 0.75% Convertible Senior Subordinated Notes Due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (No. 333-124107) filed on April 15, 2005 (the “2005 S-3”)).
4.9		Form of 0.75% Convertible Senior Subordinated Debenture (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the 2005 S-3).
4.10		International Swaps and Derivative Association, Inc. Confirmation, dated December 23, 2004, between JPMorgan Chase Bank, National Association, and the Company with respect to Warrants (the “JPMorgan Confirmation”) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.11		International Swaps and Derivative Association, Inc. Confirmation, dated December 23, 2004, between Bear Stearns International Limited and the Company with respect to Warrants (the “Bear Confirmation”) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.12		Amendment dated December 23, 2004 to the JPMorgan Confirmation (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on December 30, 2004).

II-7

4.13	Amendment dated December 23, 2004 to the Bear Confirmation (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.14	Indenture, dated as of June 11, 2008, among Scientific Games International, Inc., as issuer, the Company, as a guarantor, the subsidiary guarantors party thereto, and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
4.15	Registration Rights Agreement, dated June 11, 2008, by and among Scientific Games International, Inc., the Company, the subsidiary guarantors listed therein, and J.P. Morgan Securities Inc., Banc of America Securities LLC and UBS Securities LLC, as representatives for the initial purchasers listed therein, relating to the 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
4.16	Form of 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the Company’s Registration Statement on Form S-3ASR (No. 333-155346) filed on November 13, 2008).
**5.11	Opinion of Latham & Watkins LLP.
10.1	Credit Agreement, dated as of June 9, 2008, among Scientific Games International, Inc., as borrower, the Company, as a guarantor, the several lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A. and UBS Securities LLC, as co-syndication agents, and ING Capital LLC and Bank of Tokyo—Mitsubishi UFJ Trust Company, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K filed on June 13, 2008).
10.2	Amendment, dated as of March 27, 2009, among SGI, as borrower, the Company, as guarantor, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amended the Credit Agreement, dated as of June 9, 2008, among such parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2009).
10.3	Guarantee and Collateral Agreement, dated as of June 9, 2008, among Scientific Games International, Inc., the Company, as a guarantor, and each other subsidiary of the Company listed on the signature pages thereto, as additional guarantors, in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
10.4	Stockholders’ Agreement, dated September 6, 2000, by and among the Company, MacAndrews & Forbes Holdings Inc. (formerly known as Mafco Holdings Inc.) (“MacAndrews”) (as successor in interest under the agreement to Cirmatica Gaming S.A.) and Ramius Securities, LLC (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2000).
10.5	Supplemental Stockholders’ Agreement, dated June 26, 2002, by and among the Company and MacAndrews (as successor in interest to Cirmatica Gaming S.A.) (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.6	Letter Agreement, dated as of October 10, 2003, by and between the Company and MacAndrews further

II-8

	supplementing the Stockholders’ Agreement (incorporated by reference to Exhibit 3 to the Schedule 13D jointly filed by MacAndrews and SGMS Acquisition Corporation on November 26, 2003).
10.7	Letter Agreement dated February 15, 2007 between the Company and MacAndrews & Forbes Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2007).
10.8	Stock Purchase Agreement, dated as of May 1, 2007, by and among François-Charles Oberthur Fiduciaire, S.A., the Company and Scientific Games Holdings (Canada) Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2007).
10.9	Agreement, dated April 20, 2006, among the Company, Scientific Games International Holdings Limited, Scientific Games Beteiligungsgesellschaft mbH, Walter Grubmueller, Stephen George Frater, The Trustees of Warero Privatsitiftung and Jeffery Frederick Nash for the sale and purchase of the entire issued share capital of Neomi Associates, Inc. and Research and Development GmbH (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 26, 2006).
10.10	Share Purchase and Sale Agreement, dated April 4, 2005, by and among Scientific Games Chile Limitada, Epicentro S.A. and Inversiones Y Aesorias Iculpe Limitada (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2005).
10.11	1992 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 1998). (†)
10.12	1995 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 1997). (†)
10.13	1997 Incentive Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001). (†)
10.14	2003 Incentive Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2009). (†)
10.15	Elective Deferred Compensation Plan (Executive Deferred Compensation Plan and Non-Employee Directors Deferred Compensation Plan) (effective January 1, 2005, as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.16	Frozen Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.17	2002 Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005). (†)
10.18	Employment Agreement dated as of January 1, 2006 by and between the Company and A. Lorne Weil (executed on August 8, 2006) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006). (†)
10.19	Letter dated August 2, 2007 between A. Lorne Weil and the Company with respect to payment of Mr. Weil’s deferred compensation upon a termination of employment under Mr. Weil’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s

II-9

	Quarterly Report on Form 10-Q for the quarter ended September 30, 2007). (†)
10.20	Amendment to Employment Agreement dated as of May 1, 2008 by and between the Company and A. Lorne Weil (executed on May 12, 2008), which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 14, 2008). (†)
10.21	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and A. Lorne Weil, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendment dated as of May 1, 2008 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.22	Third Amendment to Employment Agreement dated as of May 29, 2009 between the Company and A. Lorne Weil, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendments dated as of May 1, 2008 and December 30, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2009). (†)
10.23	Employment Agreement dated as of May 1, 2008 by and between the Company and Joseph R. Wright (executed on May 14, 2008) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2008). (†)
10.24	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Joseph R. Wright, which amended Mr. Wright’s Employment Agreement dated as of May 1, 2008 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.25	Second Amendment to Employment Agreement dated as of April 22, 2009 between the Company and Joseph R. Wright, which amended Mr. Wright’s Employment Agreement dated as of May 1, 2008 (executed on May 14, 2008), as amended by the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). (†)
10.26	Employment Agreement dated as of July 1, 2005 between the Company and Michael Chambrello (executed on June 17, 2005) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005). (†)
10.27	Letter Agreement dated as of August 2, 2006 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006). (†)
10.28	Letter Agreement dated as of May 8, 2008 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005, as amended by the Letter Agreement dated as of August 2, 2006 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 14, 2008). (†)
10.29	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005, as amended by the Letter Agreement dated as of August 2, 2006 and the Letter Agreement dated as of May 8, 2008 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)

II-10

10.30	Employment Agreement dated as of March 2, 2009 (effective April 1, 2009) by and between the Company and Jeff Lipkin (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 2, 2009). (†)
10.31	Employment Agreement dated as of January 1, 2006 by and between the Company and Robert C. Becker (executed on August 2, 2006) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)
10.32	Letter Agreement dated as of October 7, 2008 by and between the Company and Robert C. Becker, which amended Mr. Becker’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.33	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Robert C. Becker, which amended Mr. Becker’s Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of October 7, 2008 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.34	Superseding Employment, Separation, Non-Competition and General Release Agreement dated as of March 5, 2009 by and between the Company and Sally L. Conkright (executed on January 14, 2009) (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.35	Employment Agreement dated as of January 1, 2006 by and between the Company and Larry Potts (executed on August 2, 2006) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)
10.36	Letter Agreement dated as of October 2, 2008 by and between the Company and Larry Potts, which amended Mr. Potts’ Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.37	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Larry Potts, which amended Mr. Potts’ Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of October 2, 2008 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.38	Superseding Employment, Separation and General Release Agreement dated as of July 1, 2008 by and between Scientific Games International, Inc. and William J. Huntley (executed on June 3, 2008) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008) .(†)
10.39	Amendment to Superseding Employment, Separation and General Release Agreement dated as of December 30, 2008 by and between the Company and William J. Huntley, which amended Mr. Huntley’s Superseding Employment, Separation and General Release Agreement dated as of July 1, 2008 (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.40	Employment Agreement dated as of January 1, 2006 by and between Scientific Games International, Inc. and Steven M. Saferin (executed on August 2, 2006) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)

II-11

10.41	Letter Agreement dated as of August 5, 2008 by and between the Company and Steven M. Saferin, which amended Mr. Saferin’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2008).(†)
10.42	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Steven M. Saferin, which amended Mr. Saferin’s Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of August 5, 2008 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.43	Letter Agreement dated as of April 16, 2009, between the Company and Steven M. Saferin, which amended Mr. Saferin’s Employment Agreement dated as of January 1, 2006 (executed on August 2, 2006), as amended by the Letter Agreement dated as of August 5, 2008 and the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). (†)
10.44	Employment and Severance Benefits Agreement dated December 15, 2005 between the Company and Ira H. Raphaelson (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).(†)
10.45	Letter Agreement dated as of August 2, 2006 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment Agreement dated December 15, 2005 (effective as of February 1, 2006) (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)
10.46	Letter Agreement dated as of October 6, 2008 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment and Severance Benefits Agreement dated December 15, 2005, as amended by the Letter Agreement dated as of August 2, 2006 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.47	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment and Severance Benefits Agreement dated December 15, 2005, as amended by the Letter Agreement dated as of August 2, 2006 and the Letter Agreement dated as of October 6, 2008 (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.48	Employment Agreement dated as of February 11, 2009 (effective as of January 1, 2009) by and between the Company and Stephen L. Gibbs (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.49	Separation Agreement dated as of March 27, 2009 by and between the Company and DeWayne E. Laird (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 2, 2009). (†)
10.50	Employment Inducement Stock Option Grant Agreement dated July 1, 2005 between the Company and Michael Chambrello (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).(†)
10.51	Employment Inducement Stock Option Grant Agreement dated August 8, 2005 between the Company and Steven Beason (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).(†)

II-12

*12.1	Computation of Ratio of Earnings to Fixed Charges.
*21.1	List of Subsidiaries.
*23.11	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
*23.22	Consent of Reconta Ernst & Young S.p.A., Independent Registered Public Accounting Firm.
**23.33	Consent of Latham & Watkins LLP (included in Exhibit 5.1 above).
*24.11	Powers of Attorney (contained in signature pages hereto).
*25.11	Statement of Eligibility of The Bank of Nova Scotia Trust Company of New York to act as trustee under the Senior Subordinated Notes Indenture under the Trust Indenture Act of 1939.
**99.11	Form of Letter of Transmittal relating to the Senior Subordinated Notes due 2019.
**99.21	Form of Notice of Guaranteed Delivery Regarding the Exchange Offer.
**99.31	Form of Letter to DTC Participants Regarding the Exchange Offer.
**99.41	Form of Letter to Beneficial Holders Regarding the Exchange Offer.

*	Filed herewith.
**	To be filed by amendment.
(†)	Management contracts and compensation plans and arrangements.

(b)    Financial Statement Schedule.

Report of Independent Registered Public Accounting Firm Schedule II—Valuation and Qualifying Accounts (incorporated by reference to Item 15(a)(2) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).

II-13

ITEM 22.  UNDERTAKINGS

The following undertakings are made by each of the undersigned registrants:

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(ii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-14

(b)The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means.  This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c)The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

SCIENTIFIC GAMES INTERNATIONAL, INC.
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph R. Wright	Chairman of the Board of Directors, Chief Executive Officer and Director (Principal Executive Officer)	August 11, 2009
Joseph R. Wright
/s/ Jeffrey S. Lipkin	Vice President (Principal Financial Officer and Principal Accounting Officer)	August 11, 2009
Jeffrey S. Lipkin
/s/ Michael R. Chambrello	President, Chief Operating Officer and Director	August 11, 2009
Michael R. Chambrello
/s/ Ira H. Raphaelson	Vice President, General Counsel, Secretary and Director	August 11, 2009
Ira H. Raphaelson

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 11, 2009.

SCIENTIFIC GAMES CORPORATION
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated .

Signature	Title	Date
/s/ Joseph R. Wright	Chief Executive Officer, Vice Chairman of the Board of Directors and Director (Principal Executive Officer)	August 11, 2009
Joseph R. Wright
/s/ Jeffrey S. Lipkin	Vice President and Chief Financial Officer (Principal Financial Officer)	August 11, 2009
Jeffrey S. Lipkin
/s/ Stephen L. Gibbs	Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)	August 11, 2009
Stephen L. Gibbs
/s/ A. Lorne Weil	Chairman of the Board of Directors and Director	August 11, 2009
A. Lorne Weil
/s/ Peter A. Cohen	Vice Chairman of the Board of Directors and Director	August 11, 2009
Peter A. Cohen
/s/ Gerald J. Ford	Director	August 11, 2009
Gerald J. Ford
J. Robert Kerrey	Director
Ronald O. Perelman	Director

II-17

Signature	Title	Date
/s/ Michael J. Regan	Director	August 11, 2009
Michael J. Regan
/s/ Barry F. Schwartz	Director	August 11, 2009
Barry F. Schwartz
	Director
Eric M. Turner

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New Haven, State of Connecticut, on August 11, 2009.

AUTOTOTE ENTERPRISES, INC.
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Brooks H. Pierce	President (Principal Executive Officer)	August 11, 2009
Brooks H. Pierce
/s/ Jeffrey S. Lipkin	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 11, 2009
Jeffrey S. Lipkin
/s/ Michael R. Chambrello	Director	August 11, 2009
Michael R. Chambrello
/s/ Ira H. Raphaelson	Vice President, General Counsel, Secretary and Director	August 11, 2009
Ira H. Raphaelson
/s/ James Birney	Assistant Secretary and Director	August 11, 2009
James Birney

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

AUTOTOTE GAMING, INC.
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael R. Chambrello	President and Director (Principal Executive Officer)	August 11, 2009
Michael R. Chambrello
/s/ Jeffrey S. Lipkin	Vice President, Chief Financial Officer and Director (Principal Financial Officer)	August 11, 2009
Jeffrey S. Lipkin
/s/ Stephen L. Gibbs	Vice President and Treasurer (Principal Accounting Officer)	August 11, 2009
Stephen L. Gibbs
/s/ Ira H. Raphaelson	Vice President, Secretary and Director	August 11, 2009
Ira H. Raphaelson

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

MDI ENTERTAINMENT, LLC
By:	Scientific Games International, Inc., its sole member
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ira H. Raphaelson	Vice President, General Counsel and Secretary of sole member, Scientific Games International, Inc.	August 11, 2009
Ira H. Raphaelson

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

SCIENTIFIC GAMES PRODUCTS, INC.
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James B. Trask	President (Principal Executive Officer)	August 11, 2009
James B. Trask
/s/ Jeffrey S. Lipkin	Vice President and Chief Financial Officer (Principal	August 11, 2009
Jeffrey S. Lipkin	Financial Officer and Principal Accounting Officer)
/s/ Joseph R. Wright	Director	August 11, 2009
Joseph R. Wright
/s/ Michael R. Chambrello	Director	August 11, 2009
Michael R. Chambrello
/s/ Ira H. Raphaelson	Vice President, Secretary and Director	August 11, 2009
Ira H. Raphaelson

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

SCIENTIFIC GAMES RACING, LLC
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson,
	Title:	Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Brooks H. Pierce	President (Principal Executive Officer)	August 11, 2009
Brooks H. Pierce
/s/ Mark J. Goldberg	Vice President of Finance (Principal Financial Officer	August 11, 2009
Mark J. Goldberg	and Principal Accounting Officer)
/s/ Joseph R. Wright	Manager	August 11, 2009
Joseph R. Wright
/s/ Michael R. Chambrello	Manager	August 11, 2009
Michael R. Chambrello
/s/ Jeffrey S. Lipkin	Manager	August 11, 2009
Jeffrey S. Lipkin

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

SCIENTIFIC GAMES SA, INC.
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James B. Trask	President and Director (Principal Executive Officer)	August 11, 2009
James B. Trask
/s/ Jeffrey S. Lipkin	Vice President, Chief Financial Officer and Director	August 11, 2009
Jeffrey S. Lipkin	(Principal Financial Officer and Principal Accounting Officer)
/s/ Ira H. Raphaelson	General Counsel, Secretary and Director	August 11, 2009
Ira H. Raphaelson

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

SG RACING, INC.
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph R. Wright	Chairman of the Board of Directors, President and Director (Principal Executive Officer)	August 11, 2009
Joseph R. Wright
/s/ Jeffrey S. Lipkin	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 11, 2009
Jeffrey S. Lipkin
/s/ Ira H. Raphaelson	Vice President, Secretary and Director	August 11, 2009
Ira H. Raphaelson

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, State of New York, on August 11, 2009.

TRACKPLAY LLC
By:	Scientific Games Racing, LLC, its sole member
By:	/s/ Ira H. Raphaelson
	Name:	Ira H. Raphaelson
	Title:	Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey S. Lipkin and Ira H. Raphaelson, or either of them acting singly, as his lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities to execute in the name of each such person who is then an officer or director of the registrant any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ira H. Raphaelson	Vice President, General Counsel and Secretary of sole member, Scientific Games Racing, LLC	August 11, 2009
Ira H. Raphaelson

II-26

EXHIBIT INDEX

(a) Exhibits.

Exhibit  Number		Description
3.1	(a)	Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on March 20, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
3.1	(b)	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on June 7, 2007 (incorporated by reference to Exhibit 3.1(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
*3.2		Certificate of Incorporation of Scientific Games International, Inc.
*3.3		Certificate of Incorporation of Autotote Enterprises, Inc.
*3.4		Articles of Incorporation of Autotote Gaming, Inc.
*3.5		Certificate of Formation of MDI Entertainment, LLC
*3.6		Certificate of Incorporation of Scientific Games Products, Inc.
*3.7		Certificate of Formation of Scientific Games Racing, LLC
*3.8		Certificate of Incorporation of Scientific Games SA, Inc.
*3.9		Certificate of Incorporation of SG Racing, Inc.
*3.10		Certificate of Incorporation of TRACKPLAY, LLC
3.11		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2007).
*3.12		Amended and Restated By-laws of Scientific Games International, Inc.
*3.13		By-laws of Autotote Enterprises, Inc.
*3.14		Amended and Restated Bylaws of Autotote Gaming, Inc.
*3.15		Operating Declaration of MDI Entertainment, LLC
*3.16		Bylaws of Scientific Games Products, Inc.
*3.17		Operating Agreement of Scientific Games Racing, LLC
*3.18		Amended and Restated By-laws of Scientific Games SA, Inc.
*3.19		Amended and Restated By-laws of SG Racing, Inc.
*3.20		Operating Agreement of TRACKPLAY, LLC
4.11		Indenture, dated as of May 21, 2009, among the Issuer, the Company, as a guarantor, the subsidiary guarantors party thereto, and The Bank of Nova Scotia Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 27, 2009).

II-27

4.22		Registration Rights Agreement, dated May 21, 2009, among the Issuer, the Company, the subsidiary guarantors party thereto, and J.P. Morgan Securities Inc., Banc of America Securities LLC., Credit Suisse (USA) LLC and Goldman Sachs & Co., as representatives for the initial purchasers listed therein (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 27, 2009)
*4.31	(a)	Senior Subordinated Note (No. 001) (included in Exhibit 4.1 above).
*4.31	(b)	Senior Subordinated Note (No. 002) (included in Exhibit 4.1 above).
4.4		Indenture, dated as of December 23, 2004, among the Company, as issuer, the subsidiary guarantors party thereto, and Wells Fargo, National Association, as trustee, relating to the 6.25% Senior Subordinated Notes Due 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.5		Registration Rights Agreement, dated December 23, 2004, among the Company, the subsidiary guarantors party thereto, and J.P. Morgan Securities Inc., Bear Stearns & Co. Inc., Jefferies & Company, Inc., Ramius Securities, LLC, ABN AMRO Incorporated, BNY Capital Markets, Inc. and Commerzbank Capital Markets Corp. relating to the 6.25% Senior Subordinated Notes Due 2012 (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 (No. 333-124106) filed on April 15, 2005 (the “2005 S-4”)).
4.6		Form of 6.25% Senior Subordinated Note (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the 2005 S-4).
4.7		Indenture, dated as of December 23, 2004, among the Company, as issuer, the subsidiary guarantors party thereto, and Wells Fargo, National Association, as trustee, relating to the 0.75% Convertible Senior Subordinated Notes Due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.8		Registration Rights Agreement, dated December 23, 2004 by and among the Company, the Subsidiary Guarantors, and J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc. as representatives of the Initial Purchasers and Jefferies & Company, Inc., Ramius Securities, LLC, BNY Capital Markets, Inc., Commerzbank Capital Markets Corp. and LaSalle Debt Capital Markets, a division of ABN AMRO Financial Services,  Inc. relating to the 0.75% Convertible Senior Subordinated Notes Due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (No. 333-124107) filed on April 15, 2005 (the “2005 S-3”)).
4.9		Form of 0.75% Convertible Senior Subordinated Debenture (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the 2005 S-3).
4.10		International Swaps and Derivative Association, Inc. Confirmation, dated December 23, 2004, between JPMorgan Chase Bank, National Association, and the Company with respect to Warrants (the “JPMorgan Confirmation”) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.11		International Swaps and Derivative Association, Inc. Confirmation, dated December 23, 2004, between Bear Stearns International Limited and the Company with respect to Warrants (the “Bear Confirmation”) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.12		Amendment dated December 23, 2004 to the JPMorgan Confirmation (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on December 30, 2004).

II-28

4.13	Amendment dated December 23, 2004 to the Bear Confirmation (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on December 30, 2004).
4.14	Indenture, dated as of June 11, 2008, among Scientific Games International, Inc., as issuer, the Company, as a guarantor, the subsidiary guarantors party thereto, and The Bank of Nova Scotia Trust Company of New York, as trustee, relating to the 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
4.15	Registration Rights Agreement, dated June 11, 2008, by and among Scientific Games International, Inc., the Company, the subsidiary guarantors listed therein, and J.P. Morgan Securities Inc., Banc of America Securities LLC and UBS Securities LLC, as representatives for the initial purchasers listed therein, relating to the 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
4.16	Form of 7.875% Senior Subordinated Notes due 2016 (incorporated by reference to Exhibits 4.3(a) and 4.3(b) to the Company’s Registration Statement on Form S-3ASR (No. 333-155346) filed on November 13, 2008).
**5.11	Opinion of Latham & Watkins LLP.
10.1	Credit Agreement, dated as of June 9, 2008, among Scientific Games International, Inc., as borrower, the Company, as a guarantor, the several lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A. and UBS Securities LLC, as co-syndication agents, and ING Capital LLC and Bank of Tokyo—Mitsubishi UFJ Trust Company, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K filed on June 13, 2008).
10.2	Amendment, dated as of March 27, 2009, among SGI, as borrower, the Company, as guarantor, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amended the Credit Agreement, dated as of June 9, 2008, among such parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2009).
10.3	Guarantee and Collateral Agreement, dated as of June 9, 2008, among Scientific Games International, Inc., the Company, as a guarantor, and each other subsidiary of the Company listed on the signature pages thereto, as additional guarantors, in favor of JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 13, 2008).
10.4	Stockholders’ Agreement, dated September 6, 2000, by and among the Company, MacAndrews & Forbes Holdings Inc. (formerly known as Mafco Holdings Inc.) (“MacAndrews”) (as successor in interest under the agreement to Cirmatica Gaming S.A.) and Ramius Securities, LLC (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2000).
10.5	Supplemental Stockholders’ Agreement, dated June 26, 2002, by and among the Company and MacAndrews (as successor in interest to Cirmatica Gaming S.A.) (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.6	Letter Agreement, dated as of October 10, 2003, by and between the Company and MacAndrews further

II-29

	supplementing the Stockholders’ Agreement (incorporated by reference to Exhibit 3 to the Schedule 13D jointly filed by MacAndrews and SGMS Acquisition Corporation on November 26, 2003).
10.7	Letter Agreement dated February 15, 2007 between the Company and MacAndrews & Forbes Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2007).
10.8	Stock Purchase Agreement, dated as of May 1, 2007, by and among François-Charles Oberthur Fiduciaire, S.A., the Company and Scientific Games Holdings (Canada) Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2007).
10.9	Agreement, dated April 20, 2006, among the Company, Scientific Games International Holdings Limited, Scientific Games Beteiligungsgesellschaft mbH, Walter Grubmueller, Stephen George Frater, The Trustees of Warero Privatsitiftung and Jeffery Frederick Nash for the sale and purchase of the entire issued share capital of Neomi Associates, Inc. and Research and Development GmbH (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 26, 2006).
10.10	Share Purchase and Sale Agreement, dated April 4, 2005, by and among Scientific Games Chile Limitada, Epicentro S.A. and Inversiones Y Aesorias Iculpe Limitada (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2005).
10.11	1992 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 1998). (†)
10.12	1995 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 1997). (†)
10.13	1997 Incentive Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001). (†)
10.14	2003 Incentive Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2009). (†)
10.15	Elective Deferred Compensation Plan (Executive Deferred Compensation Plan and Non-Employee Directors Deferred Compensation Plan) (effective January 1, 2005, as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.16	Frozen Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.17	2002 Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005). (†)
10.18	Employment Agreement dated as of January 1, 2006 by and between the Company and A. Lorne Weil (executed on August 8, 2006) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006). (†)
10.19	Letter dated August 2, 2007 between A. Lorne Weil and the Company with respect to payment of Mr. Weil’s deferred compensation upon a termination of employment under Mr. Weil’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s

II-30

	Quarterly Report on Form 10-Q for the quarter ended September 30, 2007). (†)
10.20	Amendment to Employment Agreement dated as of May 1, 2008 by and between the Company and A. Lorne Weil (executed on May 12, 2008), which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 14, 2008). (†)
10.21	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and A. Lorne Weil, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendment dated as of May 1, 2008 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.22	Third Amendment to Employment Agreement dated as of May 29, 2009 between the Company and A. Lorne Weil, which amended Mr. Weil’s Employment Agreement dated as of January 1, 2006, as amended by the Letter dated August 2, 2007 and the Amendments dated as of May 1, 2008 and December 30, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2009). (†)
10.23	Employment Agreement dated as of May 1, 2008 by and between the Company and Joseph R. Wright (executed on May 14, 2008) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2008). (†)
10.24	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Joseph R. Wright, which amended Mr. Wright’s Employment Agreement dated as of May 1, 2008 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.25	Second Amendment to Employment Agreement dated as of April 22, 2009 between the Company and Joseph R. Wright, which amended Mr. Wright’s Employment Agreement dated as of May 1, 2008 (executed on May 14, 2008), as amended by the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). (†)
10.26	Employment Agreement dated as of July 1, 2005 between the Company and Michael Chambrello (executed on June 17, 2005) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005). (†)
10.27	Letter Agreement dated as of August 2, 2006 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006). (†)
10.28	Letter Agreement dated as of May 8, 2008 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005, as amended by the Letter Agreement dated as of August 2, 2006 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 14, 2008). (†)
10.29	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Michael R. Chambrello, which amended Mr. Chambrello’s Employment Agreement dated as of July 1, 2005, as amended by the Letter Agreement dated as of August 2, 2006 and the Letter Agreement dated as of May 8, 2008 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)

II-31

10.30	Employment Agreement dated as of March 2, 2009 (effective April 1, 2009) by and between the Company and Jeff Lipkin (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 2, 2009). (†)
10.31	Employment Agreement dated as of January 1, 2006 by and between the Company and Robert C. Becker (executed on August 2, 2006) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)
10.32	Letter Agreement dated as of October 7, 2008 by and between the Company and Robert C. Becker, which amended Mr. Becker’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.33	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Robert C. Becker, which amended Mr. Becker’s Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of October 7, 2008 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.34	Superseding Employment, Separation, Non-Competition and General Release Agreement dated as of March 5, 2009 by and between the Company and Sally L. Conkright (executed on January 14, 2009) (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.35	Employment Agreement dated as of January 1, 2006 by and between the Company and Larry Potts (executed on August 2, 2006) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)
10.36	Letter Agreement dated as of October 2, 2008 by and between the Company and Larry Potts, which amended Mr. Potts’ Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.37	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Larry Potts, which amended Mr. Potts’ Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of October 2, 2008 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.38	Superseding Employment, Separation and General Release Agreement dated as of July 1, 2008 by and between Scientific Games International, Inc. and William J. Huntley (executed on June 3, 2008) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008) .(†)
10.39	Amendment to Superseding Employment, Separation and General Release Agreement dated as of December 30, 2008 by and between the Company and William J. Huntley, which amended Mr. Huntley’s Superseding Employment, Separation and General Release Agreement dated as of July 1, 2008 (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.40	Employment Agreement dated as of January 1, 2006 by and between Scientific Games International, Inc. and Steven M. Saferin (executed on August 2, 2006) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)

II-32

10.41	Letter Agreement dated as of August 5, 2008 by and between the Company and Steven M. Saferin, which amended Mr. Saferin’s Employment Agreement dated as of January 1, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2008).(†)
10.42	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Steven M. Saferin, which amended Mr. Saferin’s Employment Agreement dated as of January 1, 2006, as amended by the Letter Agreement dated as of August 5, 2008 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.43	Letter Agreement dated as of April 16, 2009, between the Company and Steven M. Saferin, which amended Mr. Saferin’s Employment Agreement dated as of January 1, 2006 (executed on August 2, 2006), as amended by the Letter Agreement dated as of August 5, 2008 and the Amendment dated as of December 30, 2008 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). (†)
10.44	Employment and Severance Benefits Agreement dated December 15, 2005 between the Company and Ira H. Raphaelson (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).(†)
10.45	Letter Agreement dated as of August 2, 2006 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment Agreement dated December 15, 2005 (effective as of February 1, 2006) (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).(†)
10.46	Letter Agreement dated as of October 6, 2008 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment and Severance Benefits Agreement dated December 15, 2005, as amended by the Letter Agreement dated as of August 2, 2006 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.47	Amendment to Employment Agreement dated as of December 30, 2008 by and between the Company and Ira H. Raphaelson, which amended Mr. Raphaelson’s Employment and Severance Benefits Agreement dated December 15, 2005, as amended by the Letter Agreement dated as of August 2, 2006 and the Letter Agreement dated as of October 6, 2008 (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.48	Employment Agreement dated as of February 11, 2009 (effective as of January 1, 2009) by and between the Company and Stephen L. Gibbs (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). (†)
10.49	Separation Agreement dated as of March 27, 2009 by and between the Company and DeWayne E. Laird (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 2, 2009). (†)
10.50	Employment Inducement Stock Option Grant Agreement dated July 1, 2005 between the Company and Michael Chambrello (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).(†)
10.51	Employment Inducement Stock Option Grant Agreement dated August 8, 2005 between the Company and Steven Beason (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).(†)

II-33

*12.1	Computation of Ratio of Earnings to Fixed Charges.
*21.1	List of Subsidiaries.
*23.11	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
*23.22	Consent of Reconta Ernst & Young S.p.A., Independent Registered Public Accounting Firm.
**23.33	Consent of Latham & Watkins LLP (included in Exhibit 5.1 above).
*24.11	Powers of Attorney (contained in signature pages hereto).
*25.11	Statement of Eligibility of The Bank of Nova Scotia Trust Company of New York to act as trustee under the Senior Subordinated Notes Indenture under the Trust Indenture Act of 1939.
**99.11	Form of Letter of Transmittal relating to the Senior Subordinated Notes due 2019.
**99.21	Form of Notice of Guaranteed Delivery Regarding the Exchange Offer.
**99.31	Form of Letter to DTC Participants Regarding the Exchange Offer.
**99.41	Form of Letter to Beneficial Holders Regarding the Exchange Offer.

*	Filed herewith.
**	To be filed by amendment.
(†)	Management contracts and compensation plans and arrangements.

(b) Financial Statement Schedule.

Report of Independent Registered Public Accounting Firm Schedule II-Valuation and Qualifying Accounts (incorporated by reference to Item 15(a)(2) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).

II-34

EX-3.2

Exhibit 3.2

Certificate of Incorporation

of

Scientific Games International, Inc.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 04/01/1991

721091061 – 2258732

CERTIFICATE OF INCORPORATION

OF

SCIENTIFIC GAMES OPERATING CORP.

(Pursuant to Sections 101 and 102 of the
General Corporation Law of the State of Delaware)

The undersigned, in order to form a corporation pursuant to Sections 101 and 102 of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation (the “Corporation”) is “Scientific Games Operating Corp.”

SECOND: The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of capital stock which the Corporation shall have the authority to issue is one hundred (100) shares of common stock, $0.01 par value per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME	ADDRESS
Mark D. Fischer	c/o Rosenman & Colin
	575 Madison Avenue
	New York, New York 10022

SIXTH: The board of directors of the Corporation shall have the power to adopt, amend and repeal the by-laws of the Corporation.

SEVENTH: Election of directors need not be by written ballot.

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any such reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application had been made, be binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing in this Article NINTH shall eliminate or limit the liability of any director (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Neither the amendment nor repeal of this Article NINTH, nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article NINTH, shall eliminate or reduce the effect of this Article NINTH in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article NINTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

IN WITNESS WHEREOF, I have hereunto signed my name and affirm, under the penalties of perjury, that this Certificate is my act and deed and that the facts stated herein are true this 29th day of March, 1991.

/s/ Mark D. Fischer

Mark D. Fischer

Sole Incorporator

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:42 PM 10/01/1991

721274099 – 2258732

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SCIENTIFIC GAMES OPERATING CORP.

Under Section 242 of the
General Corporation Law

The undersigned, William G. Malloy, President of Scientific Games Operating Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the corporation (the “Corporation”) is “Scientific Games Operating Corp.”

SECOND: The Certificate of Incorporation of the Corporation was filed by the Secretary of State on April 1, 1991.

THIRD: The amendment to the Corporation’s Certificate of Incorporation set forth in the following resolution approved by the unanimous written consent of the Board of Directors of the Corporation was duly authorized and adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

“RESOLVED,that Article FIRST of the Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST thereof in its entirety and substituting in lieu thereof, the following:

FIRST:                   The name of the corporation (the “Corporation”) is ‘Scientific Games, Inc.’ ”

IN WITNESS WHEREOF, the undersigned has signed this Certificate and affirms under the penalties of perjury that the statements contained herein have been examined by me and are true, this 26th day of September, 1991.

/s/ William G. Malloy

William G. Malloy, President

ATTEST:

/s/ C. Gray Bethea

C. Gray Bethea, Jr., Secretary

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 08/01/1994

944141611 – 2258732

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*****

SCIENTIFIC GAMES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:                   That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of SCIENTIFIC GAMES, INC. be amended by changing Article First thereof so that, as amended, said Article shall be and read as follows:

“First: The name of the corporation is SCIENTIFIC GAMES INC.”

SECOND:That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said SCIENTIFIC GAMES, INC. has caused this certificate to be signed by William G. Malloy, its President and attested by C. Gray Bethea, Jr., its Secretary, this 20th day of July, 1994.

SCIENTIFIC GAMES, INC.
By:	/s/ William G. Malloy
	President

ATTEST

By:	/s/ C. Gray Bethea
	Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 08:00 AM 04/23/2001

010193182 – 2258732

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SCIENTIFIC GAMES INC.

Pursuant to Section 242 of the
General Corporation Law of the
State of Delaware

Scientific Games Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST:The name of the Corporation is Scientific Games Inc.

SECOND:The Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on April 1, 1991.

THIRD:The Certificate of Incorporation of the Corporation is hereby amended to change the name of the Corporation by amending Paragraph FIRST as follows:

“FIRST: The name of the corporation is Scientific Games International, Inc.”

FOURTH:The foregoing amendment shall become effective at, and not until, 12:00 a.m., Eastern Daylight Time, on the 27th day of April, 2001.

FIFTH: The foregoing amendment to the Corporation’s Certificate of Incorporation was declared advisable by the Board of Directors of the Corporation pursuant to a resolution duly adopted as of April 18, 2001, and was duly adopted in accordance with the provisions of Section 242(b) of the Delaware General Corporation Law by the vote of a majority of the stockholders of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed this 18th day of April, 2001.

SCIENTIFIC GAMES INC.
By:	/s/ Martin E. Schloss
Name:	Martin E. Schloss
Title:	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 05/30/2001

010258967 – 2258732

CERTIFICATE OF MERGER
OF
AUTOTOTE LOTTERY CORPORATION
INTO
SCIENTIFIC GAMES INTERNATIONAL, INC.
(formerly known as Scientific Games Inc.)

(Pursuant to § 251 (c) of the General Corporation Law of the State of Delaware)

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

First: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
Scientific Games International, Inc.	Delaware
Autotote Lottery Corporation	Delaware

Second: That a plan and agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of § 251 of the General Corporation Law of the State of Delaware.

Third: That the name of the surviving corporation of the merger is Scientific Games International, Inc.

Fourth: That the Certificate of Incorporation of Scientific Games International, Inc., a Delaware corporation, the surviving corporation, shall be the certificate of incorporation of the surviving corporation.

Fifth: That the executed plan and agreement of merger is on file at the principal place of business of the surviving corporation, the address of which is:

1500 Bluegrass Lakes Parkway, Alpharetta, GA 30004

Sixth: That a copy of the plan and agreement of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

1

Seventh: That this Certificate of Merger and the merger provided for herein shall be effective at 12:00 a.m. on the 1st day of June, 2001, whereat such time this Certificate of Merger shall have been filed in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of the 18th day of May, 2001.

SCIENTIFIC GAMES INTERNATIONAL, INC.
By	/s/ C. Gray Bethea, Jr.
	Name: C. Gray Bethea, Jr.
	Title    Vice President, Secretary and
	General Counsel

2

State of Delaware

Secretary of StateDivision of Corporations

Delivered 02:44 PM 12/15/2005
FILED 01:47 PM 12/15/2005

SRV 051025233 – 2258732 FILE

CERTIFICATE OF MERGER
OF
SCIENTIFIC GAMES ONLINE ENTERTAINMENT SYSTEMS, INC.
INTO
SCIENTIFIC GAMES INTERNATIONAL, INC.

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Scientific Games International, Inc., and the name of the corporation being merged into this surviving corporation is Scientific Games Online Entertainment Systems, Inc.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.

THIRD: The name of the surviving corporation is Scientific Games International, Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective on December 31, 2005.

SIXTH: The Agreement of Merger is on file at 1500 Bluegrass Lakes Parkway, Alpharetta, Georgia 30004, the place of business of the surviving corporation.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 15th day of December, 2005.

By:	/s/ C. Gray Bethea, Jr.
	Authorized Officer
Name:		C. Gray Bethea, Jr.
Title:		Vice President, Secretary and General Counsel

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:36 PM 12/29/2006

FILED 03:38 PM 12/29/2006

SRV 061201694 – 2258732 FILE

CERTIFICATE OF OWNERSHIP
AND MERGER OF
SCIENTIFIC GAMES ROYALTY CORPORATION
WITH AND INTO
SCIENTIFIC GAMES INTERNATIONAL, INC.

The undersigned corporation organized and existing under and by virtue of the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

Name	State of Incorporation
Scientific Games International, Inc.	Delaware
Scientific Games Royalty Corporation	Delaware

SECOND: That Scientific Games International, Inc., a Delaware corporation (the “Parent Corporation”), is the owner of all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), of Scientific Games Royalty Corporation, a Delaware corporation (the “Subsidiary”), having no class of outstanding stock other than the Common Stock.

THIRD: That a merger of the Subsidiary with and into the Parent Corporation, with the Parent Corporation as the surviving corporation of the merger, has been approved by the Parent Corporation in accordance with the requirements of Section 253 of the Delaware General Corporation Law (the “DGCL”), and that a copy of the resolutions adopted by the Board of Directors of the Parent Corporation as of December 31, 2006, approving the merger is attached hereto as Exhibit A.

FOURTH:That the name of the surviving corporation of the merger, which shall be a -Delaware corporation, is Scientific Games International, Inc.

FIFTH: That the Certificate of Incorporation of the Parent Corporation shall be the Certificate of Incorporation of the surviving corporation.

SIXTH: That this Certificate of Ownership and Merger is filed in accordance with Sections 253 and 103 of the DGCL and that the merger shall become effective at 11:59 p.m. on December 31, 2006.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed by an authorized officer of the Parent Corporation on the 29th day of December, 2006.

SCIENTIFIC GAMES INTERNATIONAL, INC.

By:

Name:

Title:

EX-3.3

Exhibit 3.3

Certificate of Incorporation
of
Autotote Enterprises, Inc.

CERTIFICATE OF INCORPORATION

We, the incorporators, certify that we hereby associate ourselves as a body politic and corporate under the Stock Corporation Act of the State of Connecticut.

1.The name of the Corporation is Autotote Enterprises, Inc..

2.The nature of business to be transacted, or the purposes to be promoted or carried out by the Corporation, are as follows:

To conduct all acts and activities permitted to be done by a corporation under the Connecticut Stock Corporation Act, as it is amended from time to time.

3.The designation of each class of shares, the authorized number of shares of each such class, and the par value of each share thereof is as follows: the authorized capital stock shall consist of 5,000 shares of common stock with no par value.

4.The following provisions are for the regulation of the business of the Corporation and for the purpose of defining and regulating the powers of the Corporation and its officers, directors and shareholders.

a.             No shareholder shall be entitled as of right to purchase or subscribe for any unissued stock of the Corporation, whether now or hereafter authorized or whether of a class now existing or of a class hereafter created, or to purchase or subscribe for any bonds, certificates of

indebtedness, debentures or other obligations convertable into stock of the Corporation.

b.             The personal liability of a director to the Corporation or its shareholders for monetary damages for breach of duty as a director shall be limited to an amount that is equal to the compensation received by the director for serving the Corporation during the year of the violation if such breach did not: (i) involve a knowing and culpable violation of law by the director; (ii) enable the director or an associate, as defined in subdivision (3) of Section 33–374d of the Connecticut General Statutes to receive an improper personal economic gain; (iii) show a lack of good faith and a conscious disregard for the duty of the director to the Corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the Corporation; (iv) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the Corporation; or (v) create liability under Section 33–321 of the Connecticut General Statutes.

5.The minimum amount of capital with which the Corporation shall commence business is ONE THOUSAND ($1,000.00) DOLLARS.

6.The duration of the said Corporation is unlimited.

Dated at Newark, Delaware this 25 day of June, 1993.

2

Under the penalties of false statement, I declare the statements contained in this Certificate of Corporation to be true.

	AUTOTOTE ENTERPRISES, INC.
	By:	/s/ Robert D. Ciunci
		Robert D. Ciunci
		Its Incorporator
FILED
STATE OF CONNECTICUT
JUN 25 1993

3

EX-3.4

Exhibit 3.4

Articles of Incorporation

of

Autotote Gaming, Inc.

FILED

THE OFFICE OF THE

SECRETARY OF STATE OF THE

STATE OF NEVADA

NOV 10 1998

No. G-26349-98

/s/ Dean Heller

DEAN HELLER, SECRETARY OF STATE

ARTICLES OF INCORPORATION
OF

AUTOTOTE GAMING, INC.

The undersigned, for the purpose of forming a corporation pursuant to and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby adopts, executes and acknowledges the following Articles of Incorporation.

ARTICLE INAME

The name of the corporation shall be Autotote Gaming, Inc.

ARTICLE II

REGISTERED OFFICE

The name of the initial resident agent and the street address of the initial registered office in the State of Nevada where process may be served upon the corporation is Schreck Morris, 300 South Fourth Street, Suite 1200, Las Vegas, Clark County, Nevada 89101. The corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

ARTICLE III
CAPITAL STOCK

Section 1.               Authorized Shares.  The aggregate number of shares which the corporationshall have authority to issue shall consist of two thousand five hundred (2,500) shares of common stock without par value.

Section 2.               Consideration for Shares.  The common stock authorized by Section 1 of thisArticle shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors.

Section 3.               Assessment of Stock.  The capital stock of thiscorporation, after the amountof the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed. No stockholder of the corporation is individually liable for the debts or liabilities of the corporation.

Section 4.               Cumulative Voting For Directors.  No stockholder of the corporation shallbe entitled to cumulative voting of his shares for the election of directors.

1

Section 5.               Preemptive Rights.  No stockholder of the corporation shall have anypreemptive rights.

ARTICLE IV

DIRECTORS AND OFFICERS

Section 1.               Number of Directors.  The members of the governing board of the corporationare styled as directors. The initial Board of Directors of the corporation shall consist of at least one (1) and not more than ten (10) individuals who shall be elected in such manner as shall be provided in the bylaws of the corporation. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the corporation.

Section 2.               Initial Directors.  The name and post office box or street address of the initialdirector constituting the first Board of Directors, is: Martin E. Schloss, 750 Lexington Avenue, 25th Floor, New York, NY 10022.

Section 3.               Limitation of Personal Liability.  No director or officer of the corporationshall be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision does not eliminate or limit the liability of a director or officer of the corporation for:

(a)           Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

(b)           The payment of distributions in violation of Nevada Revised Statutes 78,300.

Section 4.               Payment of Expenses.  In addition to any other rights of indemnificationpermitted by the law of the State of Nevada as may be provided for by the corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the corporation, must be paid, by the corporation or through insurance purchased and maintained by the corporation or through other financial arrangements made by the corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation.

Section 5.               Repeal And Conflicts.  Any repeal or modification of Sections 3 or 4 aboveapproved by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4 of this Article and any other Article of the corporation’s Articles of Incorporation, the terms and provisions of Sections 3 or 4 of this Article shall control. If the Nevada Revised Statutes hereafter are amended to authorize the further elimination or limitation of the liability of directors, then the

RECEIVED

NOV 10 1998

SECRETARY OF STATE

2

liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by such amended laws.

ARTICLE V

INCORPORATOR

The name and post office box or street address of the incorporator signing these Articles of Incorporation is:

NAME	ADDRESS
Ellen L. Schulhofer, Esq.	300 S, Fourth Street, Ste. 1200
	Las Vegas, Nevada 89101

IN WITNESS WHEREOF, I have executed these Articles of Incorporation this10th day of November, 1998.

/s/ Ellen L. Schulhofer

Ellen L. Schulhofer, Esq.

State of Nevada	)
	) ss.
County of Clark	)

This instrument was acknowledged before me on November 10, 1998, by Ellen L. Schulhofer, Esq. as Incorporator of Autotote Gaming Inc.

Notary Public

	Notary Public State Of Nevada
	COUNTY OF CLARK
	ETHAN A. JONES

RECEIVEED

NOV 10 1998

SECRETARY OF STATE

3

EX-3.5

Exhibit 3.5

Certificate of Formation
of
MDI Entertainment, LLC

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:32 PM 05/22/2003

FILED 11:32 PM 05/22/2003

SRV 030337519 – 3661856 FILE

CERTIFICATE OF FORMATION

OF

MDI ENTERTAINMENT, LLC

This Certificate of Formation of MDI Entertainment, LLC, dated May 22, 2003 is being duly executed and filed by M. Timothy Elder, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

FIRST:                    The name of the limited liability company is MDI Entertainment, LLC (the “Company”).

SECOND:               The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

THIRD:                  The name and address of its registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of MDI Entertainment, LLC this 22nd day of May, 2003.

/s/ M. Timothy Elder

By: M. Timothy Elder

Authorized Person

May 22, 2003

Delaware Department of State

Division of Corporations

John G. Townsend Building

401 Federal Street

Suite 4

Dover, Delaware 19901

Re: Formation of MDI Entertainment, LLC

Ladies and Gentlemen:

The understated, on behalf of MDI Entertainment, Inc., hereby consents to the formation of MDI Entertainment, LLC as a Delaware limited liability company and further consents to the use by such entity of the name “MDI Entertainment, LLC” for all purposes.

MDI ENTERTAINMENT, INC.

/s/ C. Gray Bethea

C. Gray Bethea, Jr., Vice President

CERTIFICATE OF MERGER
MERGING
MDI ENTERTAINMENT, INC.,
A DELAWARE CORPORATION
INTO
MDI ENTERTAINMENT, LLC,
A DELAWARE LIMITED LIABILITY COMPANY

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et seq.)(the “Act”), the undersigned hereby executes this Certificate of Merger:

FIRST:The names of each of the constituent corporations to the merger are MDI Entertainment, Inc., a corporation organized and existing under the laws of the State of Delaware (“MDI Corp”), and MDI Entertainment, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“MDI LLC”).

SECOND: That a Plan of Merger (the “Plan”), dated as of May 22, 2003, among MDI Corp and MDI LLC has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 18-209(c)(2) of the Act.

THIRD:The name of the surviving entity is MDI Entertainment, LLC, a Delaware limited liability company (the “Surviving Entity”).

FOURTH:That the executed Plan is on file at the office of the Surviving Entity located at 1500 Bluegrass Lakes Parkway, Alpharetta, Georgia 30201.

FIFTH: That a copy of the Plan will be furnished by the Surviving Entity on request and without cost, to any member or stockholder of any constituent corporation.

SIXTH: That the effective time and date of the merger of MDI Corp with and into MDI LLC shall be 11:59 p.m., EDT, on May 31, 2003.

[SIGNATURE ON FOLLOWING PAGE]

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:40 AM 05/30/2003

FILED 10:33 AM 05/30/2003

SRV 030355450 - 3661856 FILE

IN WITNESS WHEREOF, the undersigned, as the Surviving Entity of the merger, has caused this Certificate to be signed by an authorized officer, this 22 day of May, 2003.

MDI ENTERTAINMENT, LLC
By:	/s/ C. Gray Bethea
	C. Gray Bethea, Jr., authorized
	officer of Scientific Games
	International, Inc., Manager

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:35 PM 07/28/2004

FILED 01:33 PM 07/28/2004

SRV 040552376 - 3661856 FILE

CERTIFICATE OF AMENDMENT

OF

MDI Entertainment, LLC

1.     The name of the limited liability company is MDI Entertainment, LLC.

2.     The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of MDI Entertainment, LLC this 27th day of July, 2004.

MDI Entertainment, LLC

/s/ C. Gray Bethea, Jr.

C. Gray Bethea, Jr., Authorized Person

EX-3.6

Exhibit 3.6

Certificate of Incorporation

of

Scientific Games Products, Inc.

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:23 PM 07/17/2007

FILED 05:14 PM 07/17/2007

SRV 070823370 - 4390612 FILE

CERTIFICATE OF INCORPORATION

OF

SCIENTIFIC GAMES PRODUCTS, INC.

ARTICLE I.

The name of the corporation is Scientific Games Products, Inc.

ARTICLE II.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III.

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV.

The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such share is One Cent ($0.01) amounting in the aggregate to Ten Dollars ($10.00).

ARTICLE V.

The name and mailing address of the Incorporator are Lori H. Jones, Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.

ARTICLE VI.

To the fullest extent that the Delaware General Corporation Law, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the corporation shall be personally liable to the corporation or its

shareholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

2

I, THE UNDERSIGNED, being the Incorporator herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of July, 2007.

/s/ Lori H. Jones

Lori H. Jones, Incorporator

3

EX-3.7

Exhibit 3.7

Certificate of Formation
of
Scientific Games Racing, LLC

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 12:37 PM 03/31/2004
CERTIFICATE OF FORMATION	FILED 12:30 PM 03/31/2004
	SRV 040236402 - 0899406 FILE

OF

SCIENTIFIC GAMES RACING, LLC

a Delaware Limited Liability Company

The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company is Scientific Games Racing, LLC (the “Company”).

SECOND: The address of the Company’s registered office in the State of Delaware is c/o United Corporate Services, Inc., 15 E. North St., City of Dover, County of Kent, State of Delaware 19901. The name of the Company’s registered agent at such address is United Corporate Services, Inc.

THIRD: The nature of the business to be conducted by, and the purposes of, the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act.

FOURTH: No member of the Company may bind the Company except in accordance with the limited liability company agreement of the Company as in effect from time to time.

FIFTH: The Company shall indemnify and hold harmless each member, each manager and each officer of the Company, to the fullest extent permitted by law.

SIXTH: The formation shall be effective at 12:01 a.m., April 1, 2004.

IN WITNESS WHEREOF, the undersigned shall have caused this Certificate of Formation to be executed this 31st day of March, 2004.

/s/ Gary Fitzgerald

Gary Fitzgerald

Authorized Person

CERTIFICATE OF AMENDMENT

OF

Scientific Games Racing, LLC

1.The name of the limited liability company is Scientific Games Racing, LLC.

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The address of the registered office of the limited liability company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of the limited liability company’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Scientific Games Racing, LLC this 13th day of May, 2005.

/s/ C. Gray Bethea, Jr.

C. Gray Bethea, Jr.

Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:16 PM 05/26/2005

FILED 04:37 PM 05/26/2005

SRV 050440905 - 0899406 FILE

EX-3.8

Exhibit 3.8

Certificate of Incorporation

of

Scientific Games SA, Inc.

FILED

MAR 6 1986

Certificate of Incorporation

of

British American Banknote, Inc.

First:The name of the corporation is British American Banknote, Inc.

Second:The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the corporation at such address is The Corporation Trust Company.

Third:The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Fourth:The total number of shares of stock which the corporation is authorized to issue is 1,000 shares of common stock, par value $1.00 per share.

Fifth:The business and affairs of the corporation shall be managed by the board of directors, and the directors

need not be elected by ballot unless required by the by-laws of the corporation.

Sixth:In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to adopt, amend or repeal the by-laws.

Seventh:The corporation reserves the right to amend and repeal any provision contained in this certificate of incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

Eighth:The incorporator is Thomas H. Glocer, whose mailing address is 1 Chase Manhattan Plaza, New York, New York 10005.

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this certificate of incorporation, do certify that the facts herein stated are true, and, accordingly, have hereunto set my hand and seal this 28th day or February, 1986.

2

FILED

MAR 20 1986

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

BRITISH AMERICAN BANKNOTE, INC.

I, the undersigned, being the sole incorporator of British American Banknote, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DO HEREBY CERTIFY:

FIRST: That the First Article of the Certificate of Incorporation be and it hereby is amended to read as follows:

The name of the corporation is British American Bank Note Corporation.

SECOND: That the corporation has not received any payment for any of its stock.

THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have signed this certificate this 10th day of March, 1986.

/s/ Thomas H. Glocer

Sole Incorporator

Thomas H. Glocer

	FILED
CERTIFICATE OF AMENDMENT	APR 30 1987
of the
CERTIFICATE OF INCORPORATION

of

BRITISH AMERICAN BANK NOTE CORPORATION.

Duly Adopted in Accordance with Section 242

of the Delaware General Corporation Law

Incorporated on March 6, 1986

BRITISH AMERICAN BANK NOTE CORPORATION,a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:That by the unanimous written consent of the Board of Directors of BRITISH AMERICAN BANK NOTE CORPORATION, a resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the sole holder of all of the outstanding shares of the capital stock of said Corporation for its consideration thereof and its approval and authorization. The resolution of the Board of Directors setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by amending Article “Fifth” thereof so that said Article shall be and read in its entirety as follows:

“Fifth:    All of the powers and duties of the board of directors in the conduct and management of the business and affairs of the corporation shall reside in the stockholders. Directors need not be elected by ballot unless required by the by-laws of the corporation.”

SECOND:     That thereafter, pursuant to resolution of its Board of Directors, said amendment was submitted to the sole holder of all of the outstanding shares of the capital stock of said Corporation for its consideration thereof and its approval and authorization, and that said amendment was authorized by the written consent of the sole holder of all of the outstanding shares of the capital stock of the Corporation, as permitted by Section 228 of the General Corporation Law of the State of Delaware.

THIRD:          That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:      That the capital of said Corporation shall not be reduced under or by reason of said amendment.

FIFTH:           That this Certificate shall become effective on its filing date.

IN WITNESS WHEREOF, said BRITISH AMERICAN BANK NOTE CORPORATION has caused this Certificate to be signed by E. Marshall Pollock, its President, and Clare V. Vaughan, its Secretary/Treasurer, this 1st day of April, 1987.

BRITISH AMERICAN BANK NOTE CORPORATION
	BY:	/s/ E. Marshall Pollock
		E. Marshall Pollock, President
ATTEST:		/s/ Clare V. Vaughan
		Clare V. Vaughan,
		Secretary/Treasurer

	FILED
CERTIFICATE OF AMENDMENT	SEP 23 1988
of the

CERTIFICATE OF INCORPORATION

of

BRITISH AMERICAN BANK NOTE CORPORATION

Duly Adopted in Accordance with Section 242

of the Delaware General Corporation Law

Incorporated on March 6, 1986

BRITISH AMERICAN BANK NOTE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:                   That the sole stockholder of the corporation, exercising the powers and duties of the board of directors in the conduct and management of the business and affairs of the corporation, pursuant to Article FIFTH of the Certificate of Incorporation, as amended, duly adopted the following resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that it being advisable so to do, the Certificate of Incorporation of this Corporation be amended by changing Article First thereof so that said Article shall be and read in its entirety as follows:

“FIRST:The name of the corporation is BABN TECHNOLOGIES Corporation.”

SECOND:That the sole holder of all of the outstanding shares of the capital stock of said corporation has given its written consent to said amendments in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH:That the capital of said corporation shall not be reduced under or by reason of said amendment.

FIFTH:That this Certificate shall become effective on its filing date.

IN WITNESS WHEREOF, said BRITISH AMERICAN BANK NOTE CORPORATION has caused this Certificate to be signed by John M. Baker, its Vice President and Clare V. Vaughan, its Secretary - Treasurer this 31st day of August, 1988.

BRITISH AMERICAN BANK NOTE CORPORATION
	By:		/s/ John M. Baker
			John M. Baker, Vice President
ATTEST:		/s/ Clare V. Vaughan
		Clare V. Vaughan,
		Secretary - Treasurer

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:30 PM 08/23/1995

950191414 - 2085197

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

BABN TECHNOLOGIES CORPORATION

Pursuant to Section 242 of the Delaware

General Corporation Law

BABN Technologies Corporation (the “Corporation”), a corporation duly organized and existing under and by virtue of the General Corporation Law of Delaware, hereby certifies as follows:

FIRST: That the Board of Directors of the Corporation, at a meeting duly called and held, adopted resolutions proposing and declaring advisable an amendment to the Certificate of Incorporation of the Corporation and calling for a meeting of the sole stockholder of the Corporation for the consideration of the proposed amendment. The resolution setting forth the proposed amendment is as follows:

“RESOLVED, that in accordance with Section 242 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation of the Corporation be amended by amending Article Fifth thereof, so that said Article shall read in its entirety as follows:

Fifth. The business and affairs of the corporation shall be managed by the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the corporation.”

SECOND: That thereafter, pursuant to a resolution of its Board of Directors, a special meeting of the sole stockholder of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation will not be reduced under, or by reason of any amendment in, this Certificate of Amendment.

IN WITNESS WHEREOF, BABN Technologies Corporation has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its President this 12 day of May, 1995.

BABN Technologies Corporation
By:
	President

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 03/22/1999

991109784 - 2085197

CERTIFICATE OF AMENDMENT

of the

CERTIFICATE OF INCORPORATION

of

BABN TECHNOLOGIES Corporation

Duly Adopted in Accordance with Section 242

of the Delaware General Corporation Law

Incorporated on March 6, 1986

BABN TECHNOLOGIES Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the STATE of Delaware,

DOES HEREBY CERTIFY:

FIRST:                   That the sole holder of all of the outstanding capital stock of the corporation, acting in such capacity and exercising all of the powers of the Board of Directors in the conduct and management of the business and affairs of the corporation, pursuant to Article FIFTH of the Certificate of Incorporation, as amended, duly adopted the following resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:

RESOLVED, that it being advisable so to do, the Certificate of Incorporation, of the Corporation, as heretofore amended, be further amended by changing Article First thereof so that said Article shall be and read in its entirety as follows:

“FIRST: The name of thecorporation is Oberthur Gaming Technologies Corp.”; and be it

RESOLVED FURTHER, that said amendment shall be effective on April 2, 1999; and be it

RESOLVED FURTHER, that the Secretary of the Corporation be and be hereby is authorized and directed to execute, deliver and file with the Secretary of State of Delaware, in the name and on behalf of the Corporation, such instruments and documents as shall be necessary, advisable and proper in order to carry out the intent of the foregoing resolution.

SECOND:             That the sole holder of all of the outstanding shares of the capital stock of the corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH:              That the capital of the corporation shall not be reduced under or by reason of said amendment.

FIFTH:                   That this certificate shall become effective on April 2, 1999.

IN WITNESS WHEREOF, BABN TECHNOLOGIES Corporation has caused this Certificate to be signed by its Secretary this 19th day of March, 1999.

BABN TECHNOLOGIES Corporation
By:	/s/ James F. Trucks
	James F. Trucks, Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:03 PM 05/30/2007

FILED 06:00 PM 05/30/2007

SRV 070646499 - 2085197 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

OBERTHUR GAMING TECHNOLOGIES CORP.

Oberthur Gaming Technologies Corp., a Delaware corporation (the “Corporation”), does hereby certify:

FIRST:That Article First of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

First: The name of the corporation is Scientific Games SA, Inc.

SECOND:That the foregoing amendment to the Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 and Section 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 24th day of May, 2007.

OBERTHUR GAMING TECHNOLOGIES CORP.
By:	/s/ Ira Raphaelson
	Ira Raphaelson
	Director and Secretary

EX-3.9

Exhibit 3.9

Certificate of Incorporation

of

SG Racing, Inc.

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:02 PM 02/13/2004

FILED 02:55 PM 02/13/2004

SRV 040104616 - 3764794 FILE

CERTIFICATE OF INCORPORATION

OF

SG RACING, INC.

1.             The name of the Corporation is SG Racing, Inc. (the “Corporation”).

2.             The address of the registered office of the Corporation in Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the Corporation at such address is The Corporation Trust Company.

3.             The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”).

4.             The total number of shares of stock which this Corporation is authorized to issue is 1,000 shares of Common Stock, par value $.01 per share.

5.             The name and mailing address of the Sole Incorporator are as follows:

Name	Mailing Address
Gary T. Fitzgerald	c/o Kramer Levin Naftalis & Frankel LLP
	919 Third Avenue
	New York, New York 10022

6.             The personal liability of the Directors of this Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the Delaware General Corporation Law. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

7.             This Corporation, to the fullest extent permitted by the provisions of § 145 of the Delaware General Corporation Law, as the same may be amended and supplemented, shall indemnify each person who is or was an Officer or Director of this Corporation and each person who serves or served as an Officer or Director of any other corporation, partnership, joint venture, trust or other enterprise at the request of this Corporation and may indemnify any and all other persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

8.           Election of Directors of this Corporation need not be by written ballot.

9.           The Board of Directors of this Corporation shall have the power to adopt, amend or repeal By-laws of this Corporation, subject to the power of the stockholders of this Corporation to adopt By-laws and to amend or repeal By-laws adopted by the Board of Directors.

Signed at New York, New York

on February 13, 2004

/s/ Gary T. Fitzgerald

Gary T. Fitzgerald

Sole Incorporator

EX-3.10

Exhibit 3.10

Certificate of Formation
of
Trackplay LLC

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 06/14/2001

010286763 - 3404037

CERTIFICATE OF FORMATION

OF

TRACKPLAY LLC

This Certificate of Formation of Trackplay LLC, dated this 14th day of June, 2001 is being executed and filed by Paula S. Belcher, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

1.The name of the limited liability company is Trackplay LLC.

2.The address of its registered office in the State of Delaware is 100 Bellevue Road PO Box 6009, in the City of Newark, County of New Castle, Delaware 19713. The name of its registered agent at such address is Autotote Systems, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Trackplay LLC on the date first written above.

/s/ Paula S. Belcher

Paula S. Belcher

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 03/09/2009

FILED 08:00 AM 03/09/2009

SRV 090249596 - 3404037 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.             Name of Limited Liability Company: TRACKPLAY LLC

2.             The Certificate of Formation of the limited liability company is hereby amended as follows:

Registered Agent:

Scientific Games Racing LLC

100 Bellevue

Newark, New Castle, DE 19714 6009

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 4th day of March, A.D. 2009.

By:	/s/ Mark J. Goldberg
	Authorized Person(s)
Name:	Mark J. Goldberg
	Vice President Finance
	Print or Type

EX-3.12

Exhibit 3.12

Amended & Restated
By-Laws
of
Scientific Games International, Inc.

AMENDED AND RESTATED
BY-LAWS
OF
SCIENTIFIC GAMES, INC.

A Delaware Corporation

(As Amended as of September 1, 1993)

AMENDED AND RESTATED
BY-LAWS
OF
SCIENTIFIC GAMES; INC.

TABLE OF CONTENTS

	Page
ARTICLE I – DEFINITIONS	1
ARTICLE II – GENERAL PROVISIONS REGARDING NOTICES	1
Section 2.1 – Selection of Method of Giving Notice; Delivery	1
Section 2.2 – Waiver of Notice	2
Section 2.3 – Content of Notice or Waiver of Notice	2
ARTICLE III – MEETINGS OF STOCKHOLDERS	2
Section 3.1 – Place of Stockholder Meetings	2
Section 3.2 – Annual Meeting	3
Section 3.3 – Special Meeting	3
Section 3.4 – Notice of Annual and Special Meetings	3
Section 3.5 – Waiver of Notice	3
Section 3.6 – Quorum and Voting Requirements	4
Section 3.7 – Action in the Absence of a Quorum; Adjournment of Meetings	4
Section 3.8 – Voting Rights and Proxies	5
Section 3.9 – Action Without a Meeting	5
Section 3.10 – Nominations and Notification of Nominations for Directors	5
ARTICLE IV – DIRECTORS	5
Section 4.1 – General Powers	5
Section 4.2 – Number; Qualifications	5
Section 4.3 – Vacancies; How Filled	5
Section 4.4 – Meeting Place	6
Section 4.5 – Regular Meetings	6
Section 4.6 – Special Meetings	6
Section 4.7 – Notice and Waiver of Notice	6
Section 4.8 – Quorum	7
Section 4.9 – Action Without Formal Meeting	7
Section 4.10 – Conference Call Meetings	7
Section 4.11 – Board Committees	7
Section 4.12 – Committee Minutes and Reports	8
Section 4.13 – Compensation	8
Section 4.14 – Removal	8

i

ARTICLE V – OFFICERS	9
Section 5.1 – Generally	9
Section 5.2 – Compensation	9
Section 5.3 – Vacancies	9
Section 5.4 – Election	10
Section 5.5 – Powers and Duties of the President	10
Section 5.6 – Powers and Duties of the Vice–Presidents	10
Section 5.7 – Powers and Duties of the Secretary	10
Section 5.8 – Powers and Duties of the Treasurer	10
Section 5.9 – Additional Officers	11
Section 5.10 – Delegation	11
ARTICLE VI – BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS	11
Section 6.1 – Corporation Subject to Section 203	11
ARTICLE VII –  CAPITAL STOCK	11
Section 7.1 – Form, Certificates Representing Shares, Uncertificated Stock	11
Section 7.2 – Lost or Destroyed Certificates	11
Section 7.3 – Transfer of Stock	12
Section 7.4 – Fixing Record Dates	12
Section 7.5 – Right to Recognize Registered Stockholders	12
ARTICLE VIII – GENERAL PROVISIONS	13
Section 8.1 – Execution of Documents	13
Section 8.2 – Fiscal Year	13
Section 8.3 – Corporate Seal	13
ARTICLE IX – INDEMNIFICATION AND INSURANCE	13
Section 9.1 – Contingent Right to Indemnification – Third Party Actions; Authority for Permissive Indemnification	13
Section 9.2 – Contingent Right to Indemnification – Actions By or In the Right of the Corporation; Authority for Permissive Indemnification	14
Section 9.3 – Absolute Right to Indemnification	15
Section 9.4 – Right to Indemnification for Service as a Witness	15
Section 9.5 – Determination of Conduct	16
Section 9.6 – Advance for Expenses	16
Section 9.7 – Indemnity Not Exclusive	17
Section 9.8 – Accrual of Claims; Continuing Obligation	17
Section 9.9 – Corporate Obligations; Successors	18
Section 9.10 – Definitions of Certain Terms	18
Section 9.11 – Insurance	19

ii

ARTICLE X – AMENDMENTS	19
Section 10.1 – Amendments Generally	19
ARTICLE XI –  OFFICES	19
Section 11.1 – Principal Place of Business	19
Section 11.2 – Registered Office	19
Section 11.3 – Other Places of Business	19

iii

SCIENTIFIC GAMES, INC.
AMENDED AND RESTATED
BY-LAWS

ARTICLE I

DEFINITIONS

As used in these By-Laws, the terms set forth below shall have the meanings indicated as follows:

“Certificate of Incorporation” shall mean the Certificate of Incorporation of the Corporation, as amended from time to time.

“Board” shall mean the Board of Directors of the Corporation.

“Committee” means any committee designated by the Board and composed of one or more of its members.

“Corporation” shall mean Scientific Games, Inc., a Delaware corporation.

“Executive Officer” shall mean the Chairman, Chief Executive Officer, Chief Financial Officer, Secretary and such Senior Vice Presidents, Executive Vice Presidents and other Vice Presidents as may be identified by the Board from time to time by resolution of the Board.

“General Corporation Law” shall mean the General Corporation Laws of the State of Delaware.

ARTICLE II

GENERAL PROVISIONS REGARDING NOTICES

Section 2.1.     Selection of Method of Giving Notice; Delivery.     Whenever any notice is required to be given under the provisions of the General Corporation Law or of the Certificate of Incorporation or of these By-Laws, whether required to be given to directors or stockholders or any other person, and the method of giving notice is not prescribed, or if alternate or multiple methods of giving notice are permitted and the ordering of such alternate or multiple methods of giving is not prescribed by the provisions of the General Corporation Law, the Certificate of Incorporation or these By-Laws, then notice may be given by such method or methods and in such order or orders as may be selected by the Corporation or as its officers or directors may establish, provided that:

(a)           Any notice required by the General Corporation Law, the Certificate of Incorporation or these By-Laws shall be in writing unless oral notice is reasonable under the circumstances.

(b)           Notice may be communicated in person; by telephone, telegraph, teletype, facsimile transmission or other form of wire or wireless communication; or by mail or private carrier. If these forms of individual notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.

(c)           Written notice by the Corporation to any stockholder is effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the shareholder’s address shown in the Corporation’s current record of stockholders; provided, however, that if the Corporation has more than five hundred (500) stockholders of record entitled to vote at a meeting, it may utilize a class of mail other than first class if the notice of the meeting is mailed, with adequate postage prepaid, not less than 30 days before the date of the meeting.

Section 2.2.     Waiver of Notice.      Whenever any notice is required to be given under the provisions of the General Corporation Law or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and in fact makes such objection.

Section 2.3.     Content of Notice or Waiver of Notice.      Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written notice or waiver of notice unless expressly so required by the provisions of the General Corporation Law, the Certificate of Incorporation, these By-Laws or otherwise as may be required by law.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 3.1.     Place of Stockholder Meetings.      All meetings of the stockholders for the election of Directors shall be held in the City of Wilmington, State of Delaware, at such place as may be fixed from time to time by the Board of Directors, or at such other place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated

2

in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the-notice of the meeting or in a duly executed waiver of notice thereof.

Section 3.2.     Annual Meeting.      The annual meeting of stockholders shall be held on such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such annual meeting, the stockholders shall elect the Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3.3.     Special Meeting.      Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by the General Corporation Law or by the Certificate of Incorporation, may be called at any time by the Chairman or Chief Executive Officer and shall be called by the Chairman, Chief Executive Officer, or Secretary at the request, in writing, of (i) a majority of the members of the Board of Directors or (ii) stockholders owning a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote.

Section 3.4.     Notice of Annual and Special Meetings.      Written notice of the place, date and hour of every annual or special meeting of the stockholders shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of such meeting by personal delivery to the stockholder of a copy of such notice or by mailing a copy of such notice addressed to the stockholder at his post office address as the same shall appear on the record of stockholders of the Corporation or, if he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to him at some other address, then addressed to him at such other address. Notice of a special meeting of the stockholders shall also state the purpose or purposes for which the meeting is called. Each notice of a special meeting of stockholders shall indicate that it has been issued by or at the direction of the person or persons calling the meeting. Notice shall be deemed given when deposited, postage prepaid, in a United States post office or official depository.

Section 3.5.     Waiver of Notice.      Whenever notice of any annual or special meeting of stockholders is required, a written waiver of notice signed by the stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting by such stockholder, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the

3

purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

Section 3.6.     Quorum and Voting Requirements.      (a) Except where a separate vote by class or classes of stock is required by the General Corporation Law, the Certificate of Incorporation, or these By-Laws, the holders of at least one-third of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall Constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise expressly may be required by the General Corporation Law, the Certificate of Incorporation or these By-Laws.

(b)           When a quorum is present at any meeting, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and voting shall decide any question properly brought before such meeting, unless the question is one upon which, by express provision of the General Corporation Law or of the Certificate of Incorporation or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

(c)           Where a separate vote by a class or classes of stockholders is required, the holders of at least one-third of the shares issued and outstanding of such class or classes entitled to take action with respect to the vote on that matter, present in person or represented by proxy, shall constitute a quorum of such class and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting and voting shall be the act of such class unless the question is one upon which, by express provision of the General Corporation Law or of the Certificate of Incorporation or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 3.7.     Action in the Absence of a Quorum; Adjournment  of Meetings.      If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, who are present in person or represented by proxy, shall have the power, by a majority of those shares which are cast on a motion to adjourn, to adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present or represented. At any reconvened meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each stockholder of record entitled to vote at the meeting.

4

Section 3.8.     Voting Rights and Proxies.      Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote, whether attending in person or represented by proxy, for each share of the capital stock held by such stockholder. No proxy shall be (i) effective unless given in writing and signed, either by the stockholder or his attorney-in-fact, (ii) effective until received by the Secretary or other officer or agent authorized to tabulate votes, or (iii) valid after, or voted after, eleven (11) months from the date thereof.

Section 3.9.     Action Without a Meeting.      Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting thereof, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 3.10.     Nominations and Notification of Nominations for Directors.      Nominations for election to the Board may be made by the Board, any nominating committee thereof or by any holder of any outstanding class of capital stock of the Corporation entitled to vote for the election of directors.

ARTICLE IV

DIRECTORS

Section 4.1.     General Powers.      All corporate powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors.

Section 4.2.     Number; Qualifications.      The number of the directors of the Corporation shall be fixed from time to time by or pursuant to these By-Laws of the Corporation; provided, however, that the number of directors fixed by or pursuant to these By-Laws shall not be less than one (1) or more than eight (8). Directors need not be stockholders of the Corporation.

Section 4.3.     Vacancies; How Filled.      Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director, and the director or directors so chosen shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy

5

occurred and until their successors have been duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held- in the manner provided by the General Corporation Law, the Certificate of Incorporation and these By-Laws. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships or to replace the directors chosen by the directors then in office.

Section 4.4.     Meeting Place. The Board of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 4.5.     Regular Meetings. A regular annual meeting of the Board shall be held, without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of stockholders, except that if no such meeting is held, then the meeting may be held at such time and place as shall be specified as provided for with respect to Special Meetings of the Board or as shall be specified in a written waiver signed by all directors. Other regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Section 4.6.     Special Meetings. Special meetings of the Board may be called by the Chairman or the Chief Executive Officer on not less than two (2) days’ notice to each director. Such notice shall be delivered by mail, telegram, telex, facsimile transmission or other form of wire or wireless communication or personal service. Special meetings shall be called by the Chairman, Chief Executive Officer or Secretary in like manner with ten (10) days’ notice to each director on the written request of two directors unless the Board consists of only one director, in which case special meetings shall be called by the Chairman, Chief Executive Officer or Secretary in like manner and on like notice on the written request of the sole director. Such notice shall state the time, date and place of such meeting, but need not describe the purpose of the meeting. Any such meeting shall be held at the time and place stated in the notice of the meeting.

Section 4.7.     Notice and Waiver of Notice. If notice to a director is given- by mail, the notice shall be directed to him at the address designated by him for that purpose, or, if none is designated, at his last known address, and shall be deemed given when deposited, postage or costs prepaid, in a post office or official depository of any nation or with any nationally recognized

6

overnight courier service. If notice to a director is given by telegram, telex, or facsimile transmission, it shall be directed to his last known address. In the case of notice by telegram or telex, notice shall be deemed given when received by the communications carrier; notice by facsimile transmission shall be deemed given when transmitted. A written waiver of notice signed by the director entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

Section 4.8.     Quorum.      At all meetings of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by the General Corporation Law or by the Certificate of Incorporation. Any regular or special meeting of the Board at which a quorum is not present may be adjourned from time to time to some other place or time or both by a majority of the directors present, without any new notice other than announcement at the adjourned meeting.

Section 4.9.     Action Without Formal Meeting.      Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board or of any Committee may be taken without a meeting, if all members of the Board or the applicable Committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or such Committee.

Section 4.10.     Conference Call Meetings.      Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board or of any Committee may participate in a meeting of the Board or of any Committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 4.11.     Board Committees.      The Board may, by resolution passed by a majority of the whole Board, designate one or more Committees, each Committee to consist of one or more of the directors of the Corporation. The Board may appoint the Chairman of any Committee who shall be a member of such committee and shall preside at the meeting of the Committee for which such person is

7

appointed Chairman. The Board may fill any vacancy in any Committee and may designate one or more directors as alternate members of any Committee who may replace any absent or disqualified member at any meeting of the Committee.

Any Committee, to the extent provided by resolution of the Board and to the extent permitted by law, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require such seal; but no Committee shall have the power or authority to (i) amend the Certificate of Incorporation, (ii) adopt an agreement of merger or consolidation, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution or (v) amend the By-Laws of the Corporation. Such Committee or Committees shall have such name or names as may be determined from time to time by resolution adopted by the Board and shall serve at the pleasure of the Board. Except as otherwise provided in these By-Laws or the Board resolution establishing a Committee, each Committee shall adopt its own rules of procedure.

Section 4.12.     Committee Minutes and Reports.     Each Committee shall keep regular minutes of its meetings and report the same to the Board when required.

Section 4.13.     Compensation.     Unless otherwise restricted by the Certificate of Incorporation, directors shall have the authority to fix compensation for services to the Corporation in their capacities as directors and for attendance at regular or special meetings of the Board and of any special or standing committees thereof as, from time to time, may be determined by resolution of the Board. The directors also may be paid their expenses, if any, of attendance at regular or special meeting of the Board and of any special or standing committees thereof as, from time to time, may be determined by resolution of the Board. No such payment or payments shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 4.14.     Removal.    Directors may be removed by the affirmative vote of a majority of shares present in person or represented by proxy entitled to vote on the election of directors and voting on any such removal resolution.

8

ARTICLE V

OFFICERS

Section 5.1. Generally.    The Board shall by majority vote from time to time elect or appoint such officers as it shall deem necessary or appropriate to the management and operation of the Corporation, which officers shall hold their offices for such terms as shall be determined by the Board and shall exercise such powers and perform such duties as are specified in these By-Laws or in a resolution of the Board. Except as specifically otherwise provided in resolutions of the Board, the following requirements shall apply to election or appointment of officers:

(a)           The Board of Directors shall elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and may elect or appoint such additional officers as it deems advisable. Any number of offices may be held by the same person, except that there shall always be two persons who hold offices which entitle them to sign instruments and stock certificates.

(b)           Except as otherwise provided in this Article, all officers of the Corporation shall serve at the pleasure of the Board, and in the absence of specification otherwise in a resolution of the Board or an employment contract with such officer with a specified term authorized and approved by the Board, each officer shall be elected to serve until the next succeeding annual meeting of the Board and the election and qualification of his successor, subject to his earlier death, resignation or removal.

(c)           Any person may hold two or more offices simultaneously, and no officer need be a director or stockholder of the Corporation.

(d)           If so provided by resolution of the Board, any officer may be delegated the authority to appoint one or more officers or assistant officers, which appointed officers or assistant officers shall have the duties and powers specified in the resolution of the Board.

Section 5.2. Compensation.    The salaries of the officers of the Corporation shall be fixed by the Board, except that theBoard may delegate to any officer or officers the power to fix the compensation of any other officer.

Section 5.3.Vacancies.    A vacancy in any office because of resignation, removal or death may be filled by the Board for the unexpired portion of the term or, if so provided by resolution of the Board, by an officer of the Corporation to whom the Board has delegated the authority to appoint the holder of such vacated office.

9

Section 5.4.Election.Except as may be provided pursuant to the provisions of Section 5.1, including the right of the Corporation to enter into employment contracts whose length is greater than one year, the Board at its first meeting after each annual meeting of stockholders shall elect or ratify the reappointment of such officers as may be elected or appointed pursuant to Section 5.1(a) of these By-Laws.

Section 5.5.Powers and Duties of the President.The President shall be the chief executive officer of the Corporation and shall have general charge and supervision of its business, affairs, administration and operations. The President shall from time to time make such reports concerning the Corporation as the Board of Directors of the Corporation may require. The President shall preside at all meetings of the stockholders and the Board of Directors. The President shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

Section 5.6.Powers and Duties of the Vice-Presidents.Each of the Vice-Presidents shall be given such titles and designations and shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors.

Section 5.7.Powers and Duties of the Secretary.The Secretary shall record and keep the minutes of all meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose. The Secretary shall attend to the giving and serving of all notices by the Corporation. The Secretary shall be the custodian of, and shall make or cause to be made the proper entries in, the minute book of the Corporation and such other books and records as the Board of Directors may direct. The Secretary shall be the custodian of the corporate seal of the Corporation and shall affix or cause to be affixed such seal to such contracts and other instruments as the Board of Directors may direct. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

Section 5.8.Powers and Duties of the Treasurer.The Treasurer shall be the custodian of all funds and securities of the Corporation. Whenever required by the Board of Directors, the Treasurer shall render a statement of the Corporation’s cash and other accounts, and shall cause to be entered regularly in the proper books and records of the Corporation to be kept for such purpose full and accurate accounts of the Corporation’s receipts and disbursements. The Treasurer shall at all reasonable times exhibit the Corporation’s books and accounts to any director of the Corporation upon application at the principal office of the Corporation during business hours. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

10

Section 5.9.Additional Officers.The Board may elect or appoint such additional officers, with such titles as the Board of Directors shall designate by resolution, as they shall deem in the best interests of the Corporation.

Section 5.10.Delegation.In the event of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may at any time or from time to time delegate all or any part of the powers or duties of any officer to any other officer or officers or to any director or directors.

ARTICLE VI

BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

Section 6.1.Corporation Subject to Section 203.The Corporation shall not be subject to the provisions of Section 203 of the General Corporation Law (Business Combination with Interested Stockholders).

ARTICLE VII

CAPITAL STOCK

Section 7.1.     Form, Certificates Representing Shares, Uncertificated Stock.The shares of a Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such resolution by the Board, every holder of shares of the capital stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by: (1) the President or any Vice-President and (2) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, or such officer performing such duties, certifying the number of shares owned by such stockholder in the Corporation.

Any or all of the signatures on the certificate may be facsimiles. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 7.2. Lost or Destroyed Certificates.The Board may direct the Corporation to issue a new certificate or certificates

11

or uncertificated shares in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit or affirmation of that fact, in such manner as the Board may require, by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as the Board may direct as indemnity against any claim that may be made against the Corporation with respect to or on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate, certificates or uncertificated Shares.

Section 7.3.     Transfer of Stock.Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto (or record the shares represented by such certificate as uncertificated Shares), cancel the old certificate and record the transaction upon its books.

Section 7.4.     Fixing Record Dates.(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than sixty (60) or less than ten (10) days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record for the adjourned meeting.

(b)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 7.5.Right to Recognize Registered Stockholders.The Corporation shall be entitled to recognize the exclusive right of

12

a person registered on the Corporation’s books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments to a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to, or. interest in, such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the General Corporation Law.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1.     Execution of Documents.All contracts, agreements, instruments, bills payable, notes, checks, drafts, warrants or other obligations of the Corporation shall be made in the name of the Corporation and shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 8.2.     Fiscal Year.The fiscal year of the Corporation shall be fixed by resolution of the Board.

Section 8.3.     Corporate Seal.The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal,” and “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced upon any document requiring such seal.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

Section 9.1.     Contingent Right to Indemnification - Third Party Actions; Authority for Permissive Indemnification. (a) The Corporation shall indemnify any director or Executive Officer of the Corporation who was or is a party or is or was threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such director or Executive Officer (i) is or was a director, officer, employee or agent of the Corporation, or (ii) if at a time when serving as an officer or director such person is or was serving at the request of the Corporation as a director, officer, partner, employee or agent (an “Affiliated Officer”) of another corporation, partnership, joint venture, trust or other enterprise (an “Affiliated Entity”) or by reason of any action alleged to have been taken or not taken by such director, officer, employee or agent while acting in any such capacity, against expenses (including attorneys’ fees, costs and disbursements), judgment, fines, penalties and amounts paid in settlement (whether with or

13

without court approval) actually and reasonably incurred by such director, officer, employee or agent in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that the Corporation shall not be obligated to indemnify against any amount paid in settlement unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. The termination of any threatened or actual action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of solo contendere or its equivalent, shall not, of itself, create a presumption that such director, officer, employee or agent did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)           The Corporation may indemnify any employee or agent of the Corporation in the manner and to the same or a lesser extent that it shall indemnify any director or Executive Officer under this Section 9.1.

(c)           Notwithstanding anything to the contrary in the foregoing provisions of paragraphs (a) and (b), the right of a person to indemnification pursuant to this Section against expenses incurred in connection with any action or suit commenced by such person shall not give rise to a right for the advance of such expenses, but such advance of expenses may be provided by the Corporation in any specific case as permitted by Section 9.7 of this Article.

Section 9.2.     Contingent Right to Indemnification - Actions By or In the Right of the Corporation; Authority for Permissive Indemnification.(a) The Corporation shall indemnify any director or Executive Officer of the Corporation who was or is a party or is or was threatened to be made a party to any threatened, pending or completed action or suit (including any appeal thereof) by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such director or Executive Officer is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as an Affiliated Officer of an Affiliated Entity or by reason of any action alleged to have been taken or not taken by him while acting in any such capacity, against expenses (including, without limitation, attorneys’ fees and disbursements) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation. The termination of any such threatened or actual action, suit or proceeding by judgment, order or settlement, shall not, of itself, create a presumption that such

14

director, officer, employee or agent did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation. Nevertheless, there shall be no indemnification with respect to expenses incurred in connection with any claim, issue or matter as to which such director, officer, employee or agent shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty or duties to the Corporation unless, and only to the extent that, the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(b)           The Corporation may indemnify any employee or agent of the Corporation in the manner and to the same or a lesser extent that it shall indemnify any director or officer under this Section 9.2.

(c)           Notwithstanding anything to the contrary in the foregoing provisions of paragraphs (a) and (b), the right of a person to indemnification pursuant to this Section against expenses incurred in connection with any action or suit in the right of the Corporation commenced by such person shall not give rise to a right for the advance of such expenses, but such advance of expenses may be provided by the Corporation in any specific case as permitted by Section 9.7 of this Article.

Section 9.3.     Absolute Right to Indemnification.To the extent that a director, officer, employee or agent of the Corporation, or a director, officer, employee or agent of the Corporation serving in any other enterprises at the request of the Corporation, shall have been successful, on the merits or otherwise, (i) in defending against any threatened or actual action, suit or proceeding to which he was a party, or (ii) in defending against any claim, issue or matter therein, then, regardless of whether such threatened or actual action, suit, proceeding, claim, issue or matter shall have been asserted by or in the name of the Corporation or a third party, he shall be indemnified by the Corporation against all expenses (including, without limitation, attorneys’ fees and disbursements) actually and reasonably incurred by him in connection therewith.

Section 9.4.     Right to Indemnification for Service as a Witness.(a) To the extent any person who is or was a director or Executive Officer of the Corporation has served or prepared to serve as a witness in any action, suit or proceeding (whether civil, criminal, administrative or investigative in nature) or in any investigation by the Corporation or the Board of Directors thereof or a committee thereof or by any securities exchange, any automated quotation system on which securities of the Corporation

15

are or were listed or quoted by reason of such person’s services as a director or officer of the Corporation or as an Affiliated Officer of any Affiliated Entity while serving as an officer or director of the Corporation (other than in any action commenced by such person), the Corporation shall indemnify such person against expenses (including attorneys’ fees and disbursements) and costs actually and reasonably incurred by such person in connection therewith within sixty (60) days after receipt by the Corporation from such person of a statement requesting such indemnification, averring such service and reasonably evidencing such expenses and costs.

(b)           The Corporation may indemnify any employee or agent of the Corporation to the same extent or a lesser extent that it may indemnify any director or officer under this Section 9.4.

Section 9.5.     Determination of Conduct.(a) Any indemnification under this Article IX, unless ordered by a court, shall be made by the Corporation only as authorized in the specific cases upon a determination that indemnification is proper in the circumstances because the director, officer, employee or agent of the Corporation claiming indemnification has been successful, on the merits or otherwise, in any final adjudication in defending against any threatened or actual action, suit or proceeding or in defense of any claim, issue or matter therein or has met the applicable standard of conduct set forth in Sections 9.1, 9.2 or 9.11, as the case may be. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding in respect of which indemnification is sought, or (ii) if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors of the Corporation so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders of the Corporation.

(b)In the event a request for indemnification is made by any officer or director, the Corporation shall cause such determination to be made not later than 60 days after such request is made.

Section 9.6.     Advance for Expenses.

(a)           The Corporation, as authorized by the Board, may pay for or reimburse the expenses incurred by a director, officer, employee or agent of the Corporation, or a director, officer, employee or agent of the Corporation serving in any other enterprise at the request of the Corporation, in defending a proceeding in advance of the final disposition of such proceeding if: (i) the person seeking an advance for expenses furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in Sections 9.1, 9.2 or 9.11, as the case may be, (ii) the person seeking an advance for expenses furnishes the Corporation a written undertaking executed

16

personally or on his behalf to repay any advances if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article IX.

(b)In the case of any proceeding involving a director or an Executive Officer of the Corporation, by reason of the fact that such Executive Officer or director was or is an officer or director of the Corporation or an Affiliated Officer of an Affiliated Entity, the Corporation, subject to the provisions of this section, shall advance promptly as incurred reasonable fees and disbursements of counsel for a director or Executive Officer for which the Corporation might have to indemnify such director or Executive Officer — whether pursuant to this Section 9.6 or any employment agreement between the Corporation and an Executive Officer approved by a majority of the members of the entire Board or a majority of the disinterested directors thereof, if any — provided (i) the director or Executive Officer shall execute a promissory note payable to the Corporation evidencing such advance if requested by the Corporation and otherwise comply with such other requirements of Delaware law or the Certificate of Incorporation or these By-Laws as shall be reasonably requested by the Corporation and (ii) the director or Executive Officer shall cause such counsel to cooperate fully in good faith with such requests as the Corporation or its counsel may reasonably make in order to endeavor to keep such legal fees and disbursements at the minimum level consistent with an adequate defense of the director or Executive Officer.

(c)             The undertaking required by paragraphs (a) (ii) and (b) (i) of this Section 9.6 must be the unlimited general obligation of the person seeking an advance for expenses but at the election of the Corporation need not be secured and at the election of the Corporation may be accepted without reference to such person’s financial ability to make repayment.

Section 9.7.     Indemnity Not Exclusive.The provision of indemnification to or the advancement of expenses to any person under this Article or the entitlement for any reason to indemnification or the advancement of expenses under this Article shall not be deemed exclusive of any other rights to which a director, officer, employee or agent of the Corporation seeking indemnification may be entitled under any other by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 9.8.     Accrual of Claims: Continuing Obligation.The indemnification provided or permitted under this Article shall apply in respect of any expense, cost, judgment, fine, penalty or amount paid in settlement, whether or not the claim or cause of action in respect thereof accrued or arose before or after the effective date of this Article. Absent an express agreement

17

between the Corporation and the indemnified or indemnifiable person to the contrary, the provision of indemnification to or the advancement of expenses to any person under this Article or any successor provisions or the entitlement of any reason to indemnification or the advancement of expenses under this Article shall continue as to a director, officer, employee or agent of the Corporation who has ceased to be a director, officer, employee or agent of the Corporation or engaged in any other enterprise at the request of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such director, officer, employee or agent.

Section 9.9.     Corporate Obligations: Successors.    This Article shall be deemed to create a binding obligation on the part of the Corporation to its current and former officers and directors and their heirs, distributees, executors, administrators and other legal representatives, and such persons in acting in such capacities shall be entitled to rely on the provisions of this Article, without giving notice thereof to the Corporation.

Section 9.10.     Definitions of Certain Terms.    (a) For purposes of this Article, references to “the Corporation” shall include, in addition to Scientific Games, Inc., Scientific Games Holdings Corp., and to the resulting corporation from any merger to which Scientific Games Holdings Corp. or Scientific Games, Inc. is a party.

(b)           For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; references to “serving at the request of the Corporation” shall include any service as a director, officer, fiduciary, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, fiduciary, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner notopposed to the best interest of the Corporation” as referred to in this Article.

18

Section 9.11.     Insurance.    The Corporation shall have power to and may purchase and maintain insurance on behalf of any director, officer, employee or agent of the Corporation who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as a director, officer, employee or agent, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IX or applicable law.

ARTICLE X

AMENDMENTS

Section 10.1.     Amendments Generally.These By-Laws may be amended or repealed, and any new By-Law may be adopted, by the stockholders entitled to vote or by the Board of Directors.

ARTICLE XI

OFFICES

Section 11.1.     Principal Place of Business. The principal business office of the Corporation shall be located in Alpharetta, Georgia.

Section 11.2.     Registered Office.The address of the initial registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may change its registered agent or office at any time by resolution of its Board of Directors filed in accordance with the provisions of the General Corporation Law.

Section 11.3.     Other Places of Business.The Corporation may also have offices at such other places, both within and without the States of Georgia and Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

Effective: September 1, 1993

19

EX-3.13

Exhibit 3.13

Autotote Enterprises, Inc.

By-Laws

AUTOTOTE ENTERPRISES, INC.

INCORPORATED UNDER THE LAWS
OF THE STATE OF CONNECTICUT

BY-LAWS

TABLE OF CONTENTS

		Page
	ARTICLE I - OFFICES	1
1.	Principal Office	1
2.	Other Offices	1
	ARTICLE II - MEETINGS OF SHAREHOLDERS	1
1.	Place and Time	1
2.	Annual Meeting	1
3.	Notice of Annual Meeting	2
4.	Shareholder List for Elections	2
5.	Special Meetings	2
6.	Notice of Special Meeting	3
7.	Business at Special Meeting	3
8.	Quorum	3
9.	Deciding Vote	4
10.	Proxies	4
11.	Written Consent in Lieu of Meeting	4
12.	Stock Voting	5
	ARTICLE III - DIRECTORS	5
1.	Number and Election	5
2.	Vacancies	5
3.	Powers	6
4.	Place of Meeting	6
5.	Regular Meetings	6
6.	Special Meetings	6
7.	Quorum	6
8.	Action by Unanimous Written Consent	7
9.	Committees of Directors	7
10.	Compensation of Directors	8
	ARTICLE IV - NOTICES	8
1.	Form	8
2.	Waiver	8
	ARTICLE V - OFFICERS	9
1.	Number and Qualification	9
2.	Other Officers	9
3.	Compensation	9
4.	Term, Resignation, Removal and Vacancies	9
5.	The President	10
6.	The Vice President	10

i

TABLE OF CONTENTS

(Continued)

		Page
	ARTICLE V - OFFICERS - Continued	9
7.	The Secretary	10
8.	Assistant Secretary	11
9.	Treasurer	12
10.	Assistant Treasurer	12
	ARTICLE VI - CERTIFICATES OF STOCK	13
1.	Issuance	13
2.	Transfer Agents and Facsimile Signatures	13
3.	Lost Certificates	14
4.	Transfer of Stock	14
5.	Closing of Transfer of Books	15
6.	Registered Shareholders	16
	ARTICLE VII - DIVIDENDS	16
1.	Board Action Required	16
2.	Reserves	17
	ARTICLE VIII - GENERAL PROVISIONS	17
1.	Amendment	17
2.	Checks	17
3.	Annual Statements and Fiscal Year	18
4.	Seal	18
5.	Books and Records	18
	ARTICLE IX - ORDER OF BUSINESS	18

ii

BY - LAWS

OF

AUTOTOTE ENTERPRISES, INC.

ARTICLE I

OFFICES

Section 1.       Principal Office.   The principal office shall be in the Town of New London, Connecticut.

Section 2.       Other Offices.   The Corporation may also have offices at such other places both within and without the State of Connecticut as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.       Place and Time.   All meetings of the shareholders for the election of Directors shall be held in the Town of New London, Connecticut or at such place as may be fixed from time to time by the Board of Directors. Meetings of shareholders for any other purpose may be held at such time and place, within or without the State of Connecticut, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.       Annual Meeting.   Annual meetings of shareholders, commencing with the year 1994, shall be held on the first day of May, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they will elect by a plurality vote a Board of

Directors and transact such other business as may properly be brought before the meeting.

Section 3.       Notice of Annual Meeting.   Written notice of annual meetings shall be given to each shareholder entitled to vote thereat not less than seven (7) days nor more than fifty (50) days before the date of the meeting.

Section 4.       Shareholder List for Elections.   Upon demand of any shareholder, the officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every election of Directors, a complete list of the shareholders entitled to vote at said election, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, during ordinary business hours, for a period of at least ten (10) days prior to the election, either at a place within the city, town, or village where the election is to be held and which place shall be specified in the notice of the meeting or, if not specified, at the place where the said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any shareholder who may be present.

Section 5.       Special Meetings.   Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the

2

President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders owning one-third in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.       Notice of Special Meeting.   Written notice of a special meeting of shareholders stating the time, place and object thereof shall be given to each shareholder entitled to vote thereat not less than seven (7) days nor more than fifty (50) days before the date of the meeting.

Section 7.      Business at Special Meeting.Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 8.       Quorum.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a

3

quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9.       Deciding Vote.   When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provisions of the statutes or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.     Proxies.   Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by written proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period, and, except where the transfer books of the Corporation have been closed or a date has been fixed as a record date for the determination of its shareholders entitled to vote, no share of stock shall be voted on at any election for Directors which has been transferred on the books of the Corporation within twenty (20) days next preceding such election of Directors.

Section 11.     Written Consent in Lieu of Meeting.   Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action

4

by any provisions of the statutes or of the Certificate of Incorporation, the meeting and vote of shareholders may be dispensed with, if all the shareholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

Section 12.     Stock Voting.   All voting shall be by voice vote, except that the President or any qualified voter may demand a stock vote, by ballot, each of which shall state the name of the shareholder voting, and, in addition, if such be cast by proxy, the name of the proxy shall be stated. The casting of all votes at meetings of the shareholders shall be governed by the provisions of the corporation laws of this State.

ARTICLE III

DIRECTORS

Section 1.       Number and Election.   The number of Directors which shall constitute the whole Board shall be not less than three (3) nor more than ten (10), except if there are less than three (3) shareholders the number of Directors may be the same as the number of shareholders. The Directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and each Director elected shall hold office, until his or her successor is elected and qualified. Directors need not be shareholders.

Section 2.       Vacancies.Vacancies and newly created directorships resulting from any increase in the authorized

5

number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3.       Powers.   The business of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

Section 4.       Place of Meeting.   The Board of Directors of the Corporation may hold meetings, regular and special, either within or without the State of Connecticut.

Section 5.       Regular Meetings.   Regular meetings of the Board of Directors may be held without notice at such time and at such place in the State of Connecticut as shall from time to time be determined by the Board.

Section 6.       Special Meetings.   Special meetings of the Board may be called by the President on one (1) day’s notice to each Director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of one Director.

Section 7.       Quorum.   At all meetings of the Board, a majority of the Directors shall constitute a quorum for the

6

transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8.       Action by Unanimous Written Consent.       Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action taken or to be taken by the Corporation shall be valid as a corporate action as though it had been authorized at a meeting of the. Board of Directors or of any committee thereof, as the case may be, if all of the Directors, or all members of a committee of the Board of Directors, as the case may be, severally or collectively consent in writing to any such action and the number of such Directors or members constitutes a quorum for such action.

Section 9.       Committees of Directors.   The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and

7

may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 10.     Compensation of Directors.   The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1.       Form.   Notices to Directors and shareholders shall be in writing and delivered personally or mailed to the Directors or shareholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to Directors may also be given by telegram.

Section 2.       Waiver.   Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or by these By-Laws, a waiver

8

thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The attendance of any person at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting.

ARTICLE V

OFFICERS

Section 1.       Number and Qualification.   The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, and a Treasurer. The Board of Directors may also choose a Vice President, additional Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Two or more offices may be held by the same person, except that the offices of President and Secretary may not be held by the same person.

Section 2.       Other Officers.   The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 3.       Compensation.   The compensation of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.       Term, Resignation, Removal and Vacancies.   The term of office of each officer shall be from the time of his

9

election until his successor shall have been duly elected by the Board of Directors, or until his death, or until he shall have resigned or shall have been removed, as provided in these By-Laws. Any officer elected or appointed by the Board of Directors may be removed with or without cause, at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by vote of the Board of Directors, though such remaining Directors are less than a quorum, though the number of directors at a meeting is less than a quorum and though such majority is less than a quorum.

Section 5.       The President.   The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 6.       The Vice Presidents.   The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

Section 7.       The Secretary.   The Secretary shall attend all meetings of the Board of Directors and all meetings of the

10

shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the Corporate seal of the Corporation and he, or an Assistant Secretary, shall have the authority to affix the same to any instrument requiring it and when so fixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall have responsibility for the share transfer books for shares of the Corporation and shall have charge of the other books, records and papers of the Corporation relating to its organization as a Corporation and shall see that the reports, statements and other documents required by law are properly filed with the appropriate agencies and kept.

Section 8.       Assistant Secretary.   The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers as the Board of Directors may from time to time prescribed.

11

Section 9.       Treasurer.   The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements and assets and liabilities of the Corporation in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

He shall disburse funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 10.     Assistant Treasurer.     The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the

12

absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1.       Issuance.   Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 2.       Transfer Agents and Facsimile Signatures.   Where a certificate is signed: (1) by a transfer agent or an assistant transfer agent; or (2) by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such Chairman or Vice Chairman of the Board of Directors, President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. In case any office or officers who have signed, or whose facsimile signature or signatures have been used on, or any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such

13

certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 3.       Lost Certificates.   The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4.       Transfer of Stock.   Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its book.

14

Section 5.       Closing of Transfer of Books.   The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of shareholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period not exceeding fifty (50) days in connection with obtaining the consent of shareholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such

15

rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. In the case of a meeting of shareholders, the Board of Directors may close the stock transfer books of the Corporation or fix in advance a date that shall be not less than ten (10) full days immediately preceding the date on which such meeting is to be held.

Section 6.       Registered Shareholders.   The Corporation shall be entitled to- recognize the exclusive right of a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Connecticut.

ARTICLE VII

DIVIDENDS

Section 1.       Board Action Required. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and the laws of Connecticut.

16

Section 2.       Reserves.   Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

GENERAL PROVISIONS

Section 1.       Amendment.   These By-Laws may be amended or repealed or new By-Laws may be adopted by any annual or special meeting of shareholders, or by the unanimous act of shareholders without a meeting, or at any regular or special meeting of the Board of Directors by resolution adopted by the affirmative vote of Directors holding a majority of the Directorships or by the unanimous written consent of the Directors without a meeting; provided that in the event of action at a meeting the proposed action shall be stated in the notice of such meeting. By-Laws adopted or amended by the Board of Directors shall be subject to amendment or repeal by the shareholders in all cases.

Section 2.      Checks.   All checks or demands for money and notes of the Corporation shall be signed by such officer or

17

officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3.       Annual Statements and Fiscal Year.At intervals of not more than twelve (12) months the Corporation shall prepare a balance sheet showing its financial condition as of the date not more than four (4) months prior thereto and a profit and loss statement respecting its operations for the twelve (12) months preceding such date. The fiscal year shall be established by resolution of the Board of Directors.

Section 4.       Seal.   The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Seal Connecticut.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed, or reproduced otherwise.

Section 5.       Books and Records.   There shall be maintained at the principal office of the Corporation a record of the Corporation shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. The balance sheet and a profit and loss statement of the Corporation shall be deposited at the principal office of the Corporation and be kept for. at least ten (10) years from such date, where it shall be subject to inspection by any shareholder of record during business hours.

ARTICLE IX

ORDER OF BUSINESS

Section 1.The order of business at all meetings of the shareholders shall be as follows:

18

1.             Roll call.

2.             Proof of notice of meeting or waiver of notice.

3.             Reading of minutes of preceding meeting.

4.             Reports of officers.

5.             Reports of committees.

6.             Election of Directors.

7.             Unfinished business.

8.             New business.

Adopted by the Incorporator on June 23, 1993.

AUTOTOTE ENTERPRISES, INC.
By:	/s/ Robert D. Ciunci
	Robert D. Ciunci, Incorporator

19

EX-3.14

Exhibit 3.14

Amended & Restated

Bylaws of

Autote Gaming, Inc.

AMENDED AND RESTATED

BYLAWS

of

AUTOTOTE GAMING, INC.

ARTICLE I
STOCKHOLDERS

Section 1.01Annual Meeting. An annual meeting of the stockholders of the corporation shall be held at 2:00 o’clock in the afternoon on the second Thursday of November in each year, commencing after the first anniversary of incorporation, but if such date is a legal holiday, then on the next succeeding business day, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

Section 1.02Special Meetings.

(a)Special meetings of the stockholders may be called by the Chairman of the Board of Directors (“Chairman”) or the president and shall be called by the Chairman, the president or the Board of Directors at the written request of the holders of not less than 51% of the voting power of any class of the corporation’s stock entitled to vote.

(b)No business shall be acted upon at a special meeting except as set forth in the notice calling the meeting, unless one of the conditions for the holding of a meeting without notice set forth in Section 1.05 shall be satisfied, in which case any business may be transacted and the meeting shall be valid for all purposes.

Section 1.03Place of Meetings. Any meeting of the stockholders of the corporation may be held at its registered office in the State of Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by stockholders entitled to vote may designate any place for the holding of such meeting.

Section 1.04Notice of Meetings.

(a)The president, a vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver written notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called.

(b)In the case of an annual meeting, any proper business may be presented for action, except that action on any of the following items shall be taken only if the general nature of the proposal is stated in the notice:

(1)An action with respect to any contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any corporation, firm or association in which one or more of the corporation’s directors or officers is a director or officer or is financially interested;

(2)Adoption of amendments to the Articles of Incorporation; or

(3)Action with respect to a merger share exchange, reorganization, partial or complete liquidation, or dissolution of the corporation.

(c)A copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record entitled to vote at the meeting at the address appearing on the records of the corporation, and the notice shall be deemed delivered the date the same is deposited in the United States mail for transmission to such stockholder. If the address of any stockholder does not appear upon the records of the corporation, it will be sufficient to address any notice to such stockholder at the registered office of the corporation.

(d)The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice.

(e)Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting.

Section 1.05Meeting Without Notice.

(a)Whenever all persons entitled to vote at any meeting consent, either by:

1.A writing on the records of the meeting or filed with the secretary; or

2.Presence at such meeting and oral consent entered on the minutes; or

3.Taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.

(b)At such meeting any business may be transacted which is not excepted from the written consent to the consideration of which no objection for want of notice is made at the time.

2

(c)If any meeting be irregular for want of notice of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

(d)Such consent or approval may be by proxy or power of attorney, but all such proxies and powers of attorney must be in writing.

Section 1.06Determination of Stockholders of Record.

(a)For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

(b)If no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the date next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) entitled to express consent to corporate action in writing without a meeting shall be the day on which the first written consent is expressed; and (iii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.07Quorum; Adjourned Meetings.

(a)Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the corporation’s stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power within each such class is necessary to constitute a quorum of each such class.

(b)If a quorum is not represented, a majority of the voting power so represented may adjourn the meeting from time to time until holders of the voting power required to constitute a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted as originally called. When a stockholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. The stockholders present at a duly

3

convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum of the voting power.

Section 1.08Voting.

(a)Unless otherwise provided in the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder’s duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name on the record date.

(b)Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (including pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting trust. With respect to shares held by a representative of the estate of a deceased stockholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver; provided, that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written proof of such appointment.

(c)With respect to shares standing in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the board of directors of such other corporation or by such individual (including the officer making the authorization) authorized in writing to do so by the Chairman, president or any vice president of such corporation and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the corporation of satisfactory evidence of his authority to do so.

(d)Notwithstanding anything to the contrary herein contained, no votes may be cast for shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

(e)Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

4

(f)With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:

(1)If only one person votes, the vote of such person binds all.

(2)If more than one person casts votes, the act of the majority so voting binds all.

(3)If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(g)If a quorum is present, unless the Articles of Incorporation provide for a different proportion, the affirmative vote of holders of at least a majority of the voting power represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless voting by classes is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the affirmative vote of holders of a least a majority of the voting power of each such class shall be required.

Section 1.09Proxies.At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. No proxy is valid after the expiration of six (6) months from the date of its creation, unless it is coupled with an interest or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its creation. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.

Section 1.10Order of Business.At the annual stockholder’s meeting, the regular order of business shall be as follows:

1.Determination of stockholders present and existence of quorum, in person or by proxy;

2.Reading and approval of the minutes of the previous meeting or meetings;

3.Reports of the Board of Directors, and, if any, the president, treasurer and secretary of the corporation;

4.Reports of committees;

5.Election of directors;

5

6.Unfinished business;

7.New business;

8.Adjournment.

Section 1.11Absentees’ Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in Section 1.04(a) and (b) of these Bylaws.

Section 1.12Telephonic Meetings. Stockholders may participate in a meeting of the stockholders by means of a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 1.12 constitutes presence in person at the meeting.

Section 1.13Action Without Meeting. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by the holders of the voting power of the corporation that would be required at a meeting to constitute the act of the stockholders. Whenever action is taken by written consent, a meeting of stockholders need not be called or notice given. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the stockholders.

ARTICLE II
DIRECTORS

Section 2.01Number Tenure, and Qualifications. Unless a larger number is required by the laws of the State of Nevada or the Articles of Incorporation or until changed in the manner provided herein, the Board of Directors of the corporation shall consist of at least one (1) individual who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until his or her successor or successors are elected and qualify. A director need not be a stockholder of the corporation.

6

Section 2.02Change In Number. Subject to any limitations in the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, the number of directors may be changed from time to time by resolution adopted by the Board of Directors or the stockholders.

Section 2.03Reduction In Number. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 2.04Resignation. Any director may resign effective upon giving written notice to the Chairman, the president, the secretary, or in the absence of all of them, any other officer, unless the notice specifies a later time for effectiveness of such resignation. A majority of the remaining directors, though less than a quorum, may appoint a successor to take office when the resignation becomes effective, each director so appointed to hold office during the remainder of the term of office of the resigning director.

Section 2.05Removal.

(a)The Board of Directors of the corporation, by majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony.

(b)Any director may be removed from office by the vote or written consent of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote, except that if the corporation’s Articles of Incorporation provide for the election of directors by cumulative voting, no director may be removed from office except upon the vote of stockholders owning sufficient shares to have prevented such director’s election to office in the first instance.

Section 2.06Vacancies.

(a)All vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the Articles of Incorporation unless, in the case of removal of a director, the stockholders by a majority of voting power shall have appointed a successor to the removed director. Subject to the provisions of Subsection (b) below, (i) in the case of the replacement of a director, the appointed director shall hold office during the remainder of the term of office of the replaced director, and (ii) in the case of an increase in the number of directors, the appointed director shall hold office until the next meeting of stockholders at which directors are elected.

(b)If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total voting power entitled to vote may call a special meeting of the stockholders to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor.

7

Section 2.07Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which directors are elected other than pursuant to Section 2.06 of this Article, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.

Section 2.08Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, or if there be no Chairman, by the president or secretary, and shall be called by the Chairman, the president or the secretary upon the request of any two (2) directors. If the Chairman, or if there be no Chairman, both the president and secretary, refuses or neglects to call such special meeting, a special meeting may be called by notice signed by any two (2) directors.

Section 2.09Place of Meetings. Any regular or special meeting of the directors of the corporation may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by directors may designate any place for the holding of such meeting.

Section 2.10Notice of Meetings. Except as otherwise provided in Section 2.07, there shall be delivered to all directors, at least forty-eight (48) hours before the time of such meeting, a copy of a written notice of any meeting by delivery of such notice personally by mailing such notice postage prepaid or by telegram. Such notice shall be addressed in the manner provided for notice to stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called or convened. Attendance for the express purpose of objecting to the transaction of business because the meeting was not properly called or convened shall not constitute presence nor a waiver of notice for purposes hereof.

Section 2.11Quorum: Adjourned Meetings.

(a)A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

(b)At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 2.12Board of Directors’ Decisions. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.

8

Section 2.13Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a telephone conference or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 2.13 constitutes presence in person at the meeting.

Section 2.14Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the Board of Directors or committee.

Section 2.15Powers and Duties.

(a)Except as otherwise restricted in the laws of the State of Nevada or the Articles of Incorporation, the Board of Directors has full control over the affairs of the corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

(b)The Board of Directors may present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at an annual meeting or a special meeting of the stockholders shall so present, a full and clear report of the condition of the corporation.

(c)The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present.

Section 2.16Commensation. The directors and members of committees shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board of Directors or committees. Subject to any limitations contained in the laws of the State of Nevada, the Articles of Incorporation or any contract or agreement to which the corporation is a party, directors may receive compensation for their services as directors as determined by the Board of Directors, but only during such times as the corporation may legally declare and pay distributions on its stock, unless the payment of such compensation is first approved by the stockholders entitled to vote for the election of directors.

Section 2.17Board of Directors’ Officers Chairman Presiding Over Meetings.

(a)At its annual meeting, the Board of Directors may elect, from among its members, a Chairman, who shall preside at meetings of the Board of Directors and may, if the stockholders so determine, preside at the meetings of the stockholders. If no Chairman is elected, or if the stockholders determine that the Chairman shall not preside at a

9

meeting of the stockholders, or if the Chairman elects not to preside at such a meeting or is absent, the stockholders or Board of Directors, as applicable, may appoint a chairman, who need not be a stockholder or from among the members of the Board (as applicable), who may preside over such meeting or, in the absence of any such appointment, the president shall preside at such meeting. The Board of Directors shall also elect such other officers of the Board of Directors and for such term as it may, from time to time, determine advisable.

(b)Any vacancy in any office of the Board of Directors because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 2.18Order of Business.The order of business at any meeting of the Board of Directors shall be as follows:

1.Determination of members present and existence of quorum;

2.Reading and approval of the minutes of any previous meeting or meetings;

3.Reports of officers and committeemen;

4.Election of officers (annual meeting);

5.Unfinished business;

6.New business;

7.Adjournment.

ARTICLE III
OFFICERS

Section 3.01Election.The Board of Directors, at its annual meeting, shall elect a president, a secretary and a treasurer to hold office for a term of one (1) year or until their successors are chosen and qualify. Any individual may hold two or more offices. The Board of Directors may, from time to time, by resolution, elect any other officers of the corporation, including, without limitation, a chief executive officer, a chief financial officer, a chief operating officer, a controller, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, and may prescribe their duties and fix their compensation. The Board of Directors may also, from time to time, by resolution, appoint agents of the corporation, prescribe their duties and fix their compensation.

Section 3.02Removal: Resignation.Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any officer may resign at any time upon written notice to the corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the corporation and such officer or agent.

10

Section 3.03Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 3.04President: Chief Executive Officer.

(a)The president may also be the chief executive officer of the corporation, or, if the Chairman or any other individual has been designated as the chief executive officer, the president may be the chief operations officer of the corporation, in either case subject to the supervision and control of the Board of Directors. The president shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors and all contracts in which the Company is authorized to enter, to the extent such responsibilities have not been expressly delegated to some other officer or agent of the corporation, and the president shall sign all papers, instruments and documents required by law, by these Bylaws, or by the Board of Directors to be signed by the president.

(b)The president shall have full power and authority on behalf of the corporation to attend and to act and to vote, or designate such other officer or agent of the corporation to attend and to act and to vote, at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to exercise such powers for these purposes.

(c)The chief executive officer shall perform such duties as usually pertain to the position of chief executive officer and such duties as may be prescribed by the Board of Directors.

Section 3.05Vice Presidents. The Board of Directors may elect one or more vice presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act and such other duties as shall be prescribed by the Board of Directors or the president.

Section 3.06Secretary. The secretary shall keep, or cause to be kept, the minutes of proceedings of the stockholders and the Board of Directors in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign in the name of the corporation all contracts in which the corporation is authorized to enter (to the extent such responsibilities have not been expressly delegated by the Board of Managers to some other officer or agent of the Company), shall sign all papers, instruments and documents required by law, by these Bylaws, or by the Board of Directors to be signed by the secretary, shall have the custody or designate control of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge or designate control of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary.

11

Section 3.07Assistant Secretaries. The Board of Directors may appoint one or more assistant secretaries who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the secretary.

Section 3.08Treasurer. The treasurer may also be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. The treasurer may sign all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, may execute all contracts in which the corporation is authorized to enter (to the extent such responsibilities have not been expressly delegated by the Board of Managers to some other officer or agent of the Company), and shall sign all papers, instruments and documents required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer. The treasurer shall enter, or cause to be entered, regularly in the financial records of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of account to any director of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors. The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

Section 3.09Assistant Treasurers. The Board of Directors may appoint one or more assistant treasurers who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the treasurer. The Board of Directors may require an assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

ARTICLE IV
CAPITAL STOCK

Section 4.01Issuance. Shares of the corporation’s authorized stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the corporation may be a party, be issued in such manner,

12

at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.

Section 4.02Certificates.Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be manually signed by the president or a vice president and also by the secretary or an assistant secretary; provided, however, whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of said officers of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers on its stock certificates, it shall not act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns any stock certificates in both capacities. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement or summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement, if applicable, that the shares, are assessable. All certificates shall be consecutively numbered. If provided by the stockholder, the name, address and federal tax identification number of the stockholder, the number of shares, and the date of issue shall be entered in the stock transfer records of the corporation.

Section 4.03Surrendered: Lost or Dèstroyed Certificates.All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require which shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

Section 4.04Replacement Certificate.When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

13

Section 4.05Transfer of Shares.No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment.

Section 4.06Transfer Agent; Registrars.The Board of Directors may appoint one or more transfer agents, transfer clerk and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent, transfer clerk and/or registrar of transfer.

Section 4.07Stock Transfer Records.The stock transfer records shall be closed for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of distributions as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable for purposes of Article V and no voting rights shall be deemed transferred during such periods. Subject to the forgoing limitations, nothing contained herein shall cause transfers during such periods to be void or voidable.

Section 4.08Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the corporation’s stock.

ARTICLE V
ARTICLE V DISTRIBUTIONS

Section 5.01Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the date of such distribution.

ARTICLE VI
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 6.01Records.All original records of the corporation shall be kept by or under the direction of the secretary or at such places as may be prescribed by the Board of Directors.

Section 6.02Directors’ and Officers’ Right of Inspection.Every director and officer shall have the absolute right at any reasonable time for a purpose reasonably related to the exercise of such individual’s duties to inspect and copy all of the corporation’s books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney.

Section 6.03Corporate Seal.The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or

14

reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

Section 6.04Fiscal Year-End. The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

Section 6.05Reserves. The Board of Directors may create, by resolution, such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize distributions or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.

ARTICLE VIIINDEMNIFICATION

Section 7.01Indemnification and Insurance.

(a)Indemnification of Directors and Officers.

(i)For purposes of this Article, (A) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving in any capacity at the request of the corporation as a director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action or suit (including without limitation an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative.

(ii)Each Indemnitee shall be indemnified and held harmless by the corporation for all actions taken by him or her and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding.

(iii)Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

(b)Indemnification of Employees and Other Persons.

The corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.

15

(c)Non-Exclusivity of Rights.

The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the corporation’s Articles of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise.

(d)Insurance.

The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.

(e)Other Financial Arrangements.

The other financial arrangements which may be made by the corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

(f)Other Matters Relating to Insurance or Financial Arrangements.

Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the corporation. In the absence of fraud:

(i)the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

(ii)the insurance or other financial arrangement:

16

(A)is not void or voidable; and

(B)does not subject any director approving it to personal liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

Section 7.02Amendment. The provisions of this Article VII relating to indemnification shall constitute a contract between the corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any director or officer shall apply to such director or officer only on a prospective basis and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article VIII below), no repeal or amendment of these Bylaws shall affect any or all of this Article VII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the corporation then serving, or (b) by the stockholders as set forth in Article VIII hereof; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.

ARTICLE VIII
AMENDMENT OR REPEAL

Section 8.01Amendment or Repeal. Except as otherwise restricted in the Articles of Incorporation or these Bylaws:

(a)Any provision of these Bylaws may be altered, amended or repealed by the Board of Directors at the annual meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting.

(b)These Bylaws may also be altered, amended, or repealed at a duly convened meeting of the stockholders by the affirmative vote of the holders of 51% of the voting power of the corporation entitled to vote. The stockholders may provide by resolution that any Bylaw provision altered, amended or repealed by them, or any Bylaw provision adopted by them, may not be altered, amended or repealed by the Board of Directors.

ARTICLE IX
CHANGES IN NEVADA LAW

Section 9.01Changes in Nevada Law. References in these Bylaws to Nevada law or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide in Article VII hereof, the rights to

17

limited liability, to indemnification and to the advancement of expenses provided in the corporation’s Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation, without the requirement, of any further action by stockholders or directors, to limit further the liability of directors or officers or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

CERTIFICATION

The undersigned duly elected secretary of the corporation, does hereby certify that the foregoing Bylaws were adopted by the Board of Directors on the 10th day of November, 1998.

Lawrence Corneck, Secretary

18

EX-3.15

Exhibit 3.15

MDI Entertainment, LLC
Operating Declaration

MDI ENTERTAINMENT, LLC
Operating Declaration
Effective as of May 22, 2003

This operating declaration (“Operating Declaration”) of MDI ENTERTAINMENT, LLC, (the “Company”), is made by Scientific Games International, Inc., as the sole member (the “Member”).

Recitals

WHEREAS, the Member is the sole member of MDI ENTERTAINMENT, LLC, a limited liability company formed and existing under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et seq.), as amended from time to time (the “Act”);

WHEREAS, the Member desires to state this Operating Declaration, as set forth below; and

WHEREAS, this Operating Declaration is intended to constitute a written limited liability company agreement within the meaning of the Act;

NOW, THEREFORE, the Member declares as follows:

1.Formation.

The Company is a limited liability company formed on May 22, 2003, pursuant to the Act by filing a Certificate of Formation (the “Certificate”) pursuant to the Act. The Member or Manager shall, file any amendments to or restatements of the Certificate, in such public offices in the State of Delaware or elsewhere as the Member deems advisable to give effect to the provisions of this Operating Declaration and the Certificate, and to preserve the character of the Company as a limited liability company.

2.Name; Place of Business; Registered Office and Agent.

The Company shall be conducted under the name of “MDI ENTERTAINMENT, LLC” or such other name as the Member shall hereafter designate. The principal office and place of business of the Company is located at 1500 Bluegrass Lakes Parkway, Alpharetta, Georgia 30201. The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company. The registered office of the Company in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

3.Purpose.

The purposes of the Company are to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the rights, powers and privileges granted by the Act or any other law or by this Operating Declaration, together with any powers incidental thereto, so far as such rights, powers and privileges are necessary, customary, convenient or incident to the conduct, promotion, or attainment of the business purposes or activities of the Company.

4.Statutory Compliance.

The Company shall exist under and be governed by, and this Operating Declaration shall be construed in accordance with, the applicable laws of the State of Delaware. The Member and Manager

shall execute and file such documents and instruments as may be necessary or appropriate with respect to the formation of, and the conduct of business by, the Company.

5.Title to Company Property.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property. Except as provided by law, an ownership interest in the Company shall be personal property for all purposes.

6.Management.

6.1. Authority of Manager.The business and affairs of the Company shall be managed by one or more “Managers,” as determined from time to time by the Member. The Member shall serve as the sole Manager of the Company unless and until the Member elects or appoints one or more other persons to serve as Manager. Except as provided by applicable law, the Manager shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

6.2. Duties of Manager.

6.2.1. The Manager shall take all actions necessary or appropriate (i) for the continuation of theCompany’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

6.2.2. The Manager shall devote to the Company such time as may be necessary for the proper performance of all duties of the Manager under this Operating Declaration, but the Manager shall not be required to devote full time to the performance of such duties and may have other business interests or engage in other business activities. The Manager shall not incur liability to the Company or to the Member as a result of engaging in any other business or venture.

6.2.3 In the event the Company has more than one Manager at any time, any action to be taken at a meeting of the Managers may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Managers and such written consent is filed with the minutes of the proceedings of the Managers. A consent executed in accordance with this Section 6.2.3 has the effect of a meeting vote of the Managers and may be described as such in any document.

6.3. Compensation. Compensation of the Manager for its management duties shall be fixed from time to time by the Member, absent which the Manager shall serve without compensation.

7.Ownership Units.

The units of ownership interest in the Company (“Units”) shall be evidenced by a numbered certificate in such form as shall be approved by the Manager and shall be executed by an authorized representative of the Manager. Any such certificates shall be kept in a book (the “Certificate Book”) and shall be issued in consecutive order therefrom. The name of the person owning the Units, the number of Units and the date of issue shall be entered on the stub of each certificate. Unit certificates exchanged or returned shall be canceled by the Secretary and returned to their original place in the Certificate Book.

2

Transfers of Units shall be recorded in the Certificate Book by the transferring Unit holder in person or by power of attorney, upon surrender of the old certificate evidencing the Units to be transferred, duly assigned to the transferee, and only upon compliance with the provisions of this Operating Declaration.

8.Rights and Obligations of the Member.

8.1. Limitation on Member’s Liability. The Member’s liability shall be limited as set forth in this Operating Declaration, the Act, and other applicable law. The Member shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Company beyond the amount contributed by the Member to the capital of the Company, except to the extent provided by Section 18-607 of the Act with regard to a wrongful distribution.

8.2. Voting Rights. Except as otherwise specifically set forth in this Operating Declaration, the Member shall have only the voting rights set forth in the Act.

8.3. Action by Member Without a Meeting. Any action required or permitted to be taken by the Member may be taken with or without a meeting, and with or without any written consents or other writings describing the action taken.

9.Capital Contributions.

The Member shall contribute to the Company cash or other property as it may from time to time deem necessary or appropriate.

10.Distributions.

All distributions by the Company shall be made at the discretion of the Manager.

11.Books and Records.

11.1. Availability. At all times during the existence of the Company, the Manager shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational, or otherwise and including a copy of this Operating Declaration and any amendments, shall at all times be maintained at the principal place of business of the Company. The Member or such Member’s duly authorized representative, shall have the right at any time, for any purpose reasonably related to the Member’s ownership interest, to inspect and copy from such books and documents during normal business hours.

11.2. Reports. The Manager shall cause to be produced a profit and loss statement for, and a balance sheet as of the end of, each fiscal year.

11.3. Tax Returns. The Manager shall cause an accountant to prepare all tax returns which the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

11.4. Depositories. The Manager shall maintain or cause to be maintained one or more accounts for the Company in such depositories as the Manager shall select. All receipts of the Company from whatever source received (but no funds not belonging to the Company) shall be deposited to such accounts, and all expenses of the Company shall be paid from such accounts. All amounts so deposited

3

shall be received, held, and disbursed by the Manager only for the purposes authorized by this Operating Declaration.

12.Dissolution.

12.1. Events Causing Dissolution. The Company shall be dissolved and its affairs wound up at such time as the Member determines that the Company should be dissolved, or whenever dissolution is required by law. Except as stated in the immediately preceding sentence, the provisions of Section 18-801 of the Act shall not apply.

12.2. Liquidation of Property and Application of Proceeds.

12.2.1.Winding Up. Upon the dissolution of the Company, the Manager shall wind up the Company’s affairs in accordance with the Act. In winding up the affairs of the Company, the Manager shall be authorized to take any and all actions contemplated by the Act as permissible, including, without limitation:

(i)prosecuting and defending suits, whether civil, criminal or administrative;

(ii)settling and closing the Company’s business;

(iii)liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)discharging or making reasonable provision for the Company’s liabilities; and

(v)distributing the proceeds of liquidation and any undisposed property.

12.2.2.Distribution of Proceeds. Upon the winding up of the Company, the Manager shall distribute the proceeds and undisposed property as follows:

(i)to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law), in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)thereafter, to the Member.

4

IN WITNESS WHEREOF, the sole Member hereby makes this Operating Declaration as of the date first above written by executing this Operating Declaration on the date set forth below its signature line.

MEMBER:
SCIENTIFIC GAMES INTERNATIONAL, INC.
By:	/s/ C. Gray Bethea, Jr.
	C. Gray Bethea, Jr.
	Vice President, Secretary and General Counsel
Executed this 22 day of May, 2003.

5

EX-3.16

Exhibit 3.16

Bylaws
of
Scientific Games Products, Inc.

BYLAWS
OF
SCIENTIFIC GAMES PRODUCTS, INC.

ARTICLE I.

OFFICES

Section 1. The registered office shall be in the city of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be

1

produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the “Delaware Corporation Law”), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

2

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than fifteen (15). The initial board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

3

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statue or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of telephone conference or similar communications equipment by means of which all persons

4

participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in the Delaware Corporate Law Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of itsmeetings and report the same to the board of directors when required.

5

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall receive no compensation for serving on the board of directors. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV.

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

6

ARTICLE V.

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and may be at a minimum a president and a secretary. The board of directors may also choose such vice-presidents, treasurer and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president and a secretary.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 8. In the absence of the treasurer or in the event of his inability or refusal to act or in the event that no treasurer has been appointed by the board of directors, the president shall perform all of the duties of the treasurer as so designated in Sections 12 through 15 of Article V of these bylaws.

7

THE VICE-PRESIDENTS

Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 11. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 13. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so

8

requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 14. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 15. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI.

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

9

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

10

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to bold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII.

INDEMNIFICATION

Section 1. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in

11

view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1. and 2. of this Article VII, or in defense of any claim, issue or matter therein, such individual shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4. Any indemnification under Sections 1. and 2. of this Article VII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1. and 2. of this Article VII. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that such individual is entitled to be indemnified by the corporation as authorized in this Section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. The indemnification provided by this Article VII shall not be exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such individual’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify against such liability under the provisions of this section.

Section 8. For purposes of this Article VII, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of

12

a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 9. For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VII.

ARTICLE VIII.

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

13

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX.

AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

I hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors of the Corporation as of July 17, 2007.

/s/ Philip J. Bauer

Philip J. Bauer, Assistant Secretary

14

EX-3.17

Exhibit 3.17

Operating Agreement

of

Scientific Games Racing, LLC

OPERATING AGREEMENT

OF

SCIENTIFIC GAMES RACING, LLC

This Operating Agreement (this “Agreement”) of Scientific Games Racing, LLC is entered into by Scientific Games International, Inc., a Delaware corporation, as the sole member (the “Member”).

This Member hereby forms a limited liability company pursuant to and in accordance with the Limited Liability Company Act of the State of Delaware, as amended from time to time (the “Act”), and hereby agrees as follows:

1.Name. The name of the limited liability company formed hereby is Scientific Games Racing, LLC (the “Company”). Such name may be changed from time to time as the Board determines.

2.Purpose.  The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3.Registered Agent and Office.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

4.Principal Place of Business. The principal office of the Company shall be 1500 Bluegrass Lakes Parkway, Alpharetta, Georgia 30004. The Company may change its principal place of business or have an office or offices at such other places as the Board may from time to time designate.

5.Member. The name and the mailing address of the Member are as follows:

Name	Address
Scientific Games International, Inc.	1500 Bluegrass Lakes Parkway
	Alpharetta, Georgia 30004

6.Qualification in Other Jurisdictions.  The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which such qualification or registration is required by law or deemed advisable by the Company. The Member, as an authorized person within the meaning of the Act and any person authorized by the Member, may execute, deliver and file any certificates or other documents (and any amendments and/or restatements thereof) necessary for the Company to do the business in Delaware or any jurisdiction in which the Company may wish to conduct business.

7.Management.

(a)Authority of Board of Managers.

(i)Subject to Section 7(c), except for situations in which the approval of the Member is otherwise required, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board (as hereinafter defined), and (B) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including the following:

(1)entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;

(2)maintaining the assets of the Company in good order;

(3)collecting sums due the Company;

(4)opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;

(5)to the extent that funds of the Company are available therefor, paying debts and obligations of the Company;

(6)acquiring, utilizing for Company purposes and disposing of any asset of the Company;

(7)hiring and employing executives, Officers (as hereinafter defined), supervisors and other personnel;

(8)selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants;

(9)obtaining insurance for the Company;

(10)determining distributions of cash and other property of the Company; and

(11)establishing reserves for commitments and obligations (contingent or otherwise) of the Company.

(ii)The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to Section 9, and (B) by delegating power and authority to Officers or others pursuant to Sections 10 and 11.

2

(iii)The Member acknowledges and agrees that no Manager (as hereinafter defined) shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the Company, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

(b)No Management by Member. The Member shall not manage and control the business and affairs of the Company, except for situations in which the approval of the Members is required by this Agreement or by non-waivable provisions of applicable law.

(c)Day-to-Day Management. The day-to-day business and affairs of the Company shall be operated and managed by the president of the Company; provided that the affairs of the Company shall be overseen by the Board. The president shall not have liability to the Member of the Company for exceeding the authority granted to such Officer in the event a decision made or an action taken by such Officer was made or taken with a reasonable good faith belief that such decision or action was within the scope of the day-to-day business and affairs of the Company.

8.Board of Managers.

(a)Appointment and Removal. The Company shall have a Board of Managers (the “Board”) composed of not less than three individuals (each, a “Manager”). The Managers shall be elected annually by the Member. The Managers, as of the date hereof, are as set forth on Exhibit A.

(b)Term. Each Manager shall serve until the next annual election and until his successor is elected and qualified or, if earlier, upon his resignation, death or removal in accordance with the terms hereof. Managers need not be Members and need not be residents of the State of Delaware. A Manager may resign as such by delivering his resignation in writing to the president, the treasurer or the secretary or to a meeting of the Board. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

(c)Removal and Resignation. Any Manager or the entire Board may be removed at any time (a) with or without cause, by the Member, or (b) for cause by vote of a majority of the Managers then in office; provided that a Manager may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

(d)Vacancies. Each Manager so chosen shall hold office until a successor is duly elected and qualified or until his earlier death, resignation or removal as herein provided. Any vacancy in the Board may be filled by the Member or, unless and until filled by Member action, by the Managers by vote of a majority of the Managers then in office. The term of office of any Manager elected to fill a vacancy shall be until the next meeting of the Member held for the election of Managers. The Managers shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number. At any time between annual meetings of the Member, or special meetings of the Member in lien thereof, the Managers, by vote of a majority of the Managers then in office, may enlarge the number of Managers constituting the whole Board and fill the vacancy or vacancies thereby created.

3

(e)Committees. The Board may by resolution designate an executive committee and one or more other committees, each to consist of two or more Managers.

(f)Reliance by Third Parties. Any Person dealing with the Company, other than a Member, may rely on the authority of the Board (or any Officer authorized by the Board) in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. Every agreement, instrument or document executed by the Board (or any Officer authorized by the Board) in the name of the Company with respect to any business or property of the Company shall be conclusive evidence in favor of any person or entity relying thereon or claiming thereunder that (i) at the time of the execution or delivery thereof, this Agreement was in full force and effect, (ii) such agreement, instrument or document was duly executed according to this Agreement and is binding upon the Company and (iii) the Board or such Officer was duly authorized and empowered to execute and deliver such agreement, instrument or document for and on behalf of the Company.

9.Board Meetings and Actions by Written Consent.

(a)Quorum Voting. A majority of the total number of Managers fixed by, or in the manner provided in, this Agreement shall constitute a quorum for the transaction of business of the Board, and except as otherwise expressly provided herein, the act of a majority of the Managers present at a meeting of the Board at which a quorum is present shall be the act of the Board. A smaller number of Managers may adjourn from time to time, without further notice, until a quorum is secured. A Manager who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action.

(b)Place; Attendance. Meetings of the Board may be held at such place or places as shall be determined from time to time by resolution of the Board. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by resolution of the Board. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c)Meeting In Connection With Member Meeting. In connection with any Member meeting at which Managers are elected, the Managers may, if a quorum is present, hold a meeting for the transaction of business immediately after and at same place as such meeting of the Member. Notice of such meeting at such time and place shall not be required.

(d)Time, Place and Notice. Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Notice of such meetings shall not be required.

4

(e)Special Meetings. Special meetings of the Board may be called by the president on five (5) days written notice to each Manager or on two (2) days notice by personal delivery or fax and shall be called by the president in like manner on the written request of two Managers. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for in this Agreement. Special meetings shall be held at such places as indicated in the notice or waiver of notice thereof.

(f)Chairman of the Board. The chairman of the Board, if any, shall have such duties and powers as shall be designated from time to time by the Board. If there is a chairman of the board, he shall preside at all meetings of the Member and of the Board at which he is present, except as otherwise voted by the Board. If there in no chairman of the Board or in the absence of the chairman of the Board, the president shall preside at all meetings of the Member and of the Board at which he is present, except as otherwise voted by the Board.

(g)Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the certificate of formation of the Company or this Agreement to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Managers. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Subject to the requirements of the Act, the certificate of formation of the Company or this Agreement for notice of meetings, the Managers may participate in and hold a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

10.Delegation of Authority and Duties.

(a)Delegation: Generally.  The Board may, from time to time, delegate to one or more Persons (including any Manager or Officer) such authority and duties as the Board may deem advisable. The Board also may assign titles to any Manager or other individual and may delegate to such Manager or other individual certain authority and duties. Any number of titles may be held by the same Manager or other individual. Any delegation pursuant to this Section 10 may be revoked at any time by the Board.

(b)Third-party Reliance. Any Person dealing with the Company, other than a Member, may rely on the authority of any Officer in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

5

11.Officers.

(a)Designation and Appointment. The Board shall appoint a president, one or more vice presidents, a secretary, a treasurer, and such other officers, if any, as it determines from time to time (each, an “Officer”). No Officer need be a resident of the State of Delaware, a Member, or a Manager. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them by resolution, pursuant to a written employment agreement or otherwise. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the Company shall be fixed from time to time by the Board. The Officers, as of the date hereof, are as set forth on Exhibit A.

(b)Resignation; Removal.  Any Officer (subject to any contract rights available to the Company, if applicable) may resign as such at any time by delivering his resignation in writing to the president, the treasurer, the secretary, or to a meeting of the Board. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, by the affirmative vote of a majority of the Managers then in office and, if such Officer is a Manager, such removal shall also have the effect of removing the Officer from his position as Manager. An Officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

(c)Vacancy.  If the office of the president or the treasurer becomes vacant, the Managers may elect a successor by vote of a majority of the Managers then in office. If the office of any other Officer becomes vacant, the Managers may elect or appoint a successor by vote of a majority of the Managers present. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary, until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified.

(d)Duties of Officers; Generally.  The Officers, in the performance of their duties as such, shall owe to the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware. The following Officers, to the extent such Officers have been appointed by the Board, shall have the following duties and such other duties as may be provided by the Board or in such Officer’s written employment agreement:

(i)President. Unless the Board otherwise specifies, the president shall be the chief executive officer and chief operating officer. The person who serves as the chief executive officer of the Company shall, except as otherwise determined by the Board, have direct charge of all business operations of the Company and, subject to the control of the Managers, shall have general supervision over the entire business of the Company.

(ii)Vice President. The vice-president or vice-presidents, in the order designated by the Board, shall be vested with all the powers and required to perform all

6

the duties of the president in his absence or disability and shall perform such other duties as may be prescribed by the Board.

(iii)President Pro Term.  In the absence or disability of the president and the vice-president, the Board may appoint from their own number a president pro term.

(iv)Secretary.  The secretary shall attend all meetings of the Company, the Board, the executive committee and standing committees. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He shall give proper notice of meetings of the Member and Managers and shall perform such other duties as shall be assigned to him by the president or the Board.

(v)Treasurer.  The treasurer shall have custody of the funds and securities of the Company and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. He shall disburse the funds of the Company as may be ordered by the Board, executive committee or president, taking proper vouchers for such disbursements, and shall render to the president and Managers, whenever they may require it, an account of all his transactions as treasurer, and of the financial condition of the Company, and at the regular meeting of the Board next preceding the annual Member’s meeting, a like report for the preceding year. He shall give the Company a bond, if required by the Board, in such sum and in form and with security satisfactory to the Board for the faithful performance of the duties of his office and the restoration to the Company, in case of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the Company. He shall perform such other duties as the Board or executive committee may from time to time prescribe or require.

12.Meetings of the Member. (a) The Member shall have an annual meeting for the election of Managers and such other business as may come before the meeting. Such meeting shall be held on the fourth Tuesday in November of each year, or if that day be a legal holiday, on the next succeeding day not a legal holiday, at 10:00 a.m. at the principal office of  the Company.

(b)Special Meetings of the Member may be called at any time by the president and shall be called by the president or secretary on the request of a majority of the Managers or by the Member. Such meetings shall be held at such time and such place, within or without Delaware, designated by the Board.

(c)Any action required or permitted to be taken at any meeting of the Member may be taken without a meeting if the Member consents to the action in writing and the written consent is filed with the records of the meetings of the Member.

13.Term.  The Company shall continue until dissolved in accordance with and upon the occurrence of any of the following events:

(a)Distribution of all of the assets of the Company to the Member;

7

(b)The determination of the Member or the Board; or

(c)Entry of a decree of judicial dissolution under §18-802 of the Act.

14.Capital Contribution.  The Member may from time to time make capital contributions to the Company as shall be determined by the Member.

15.Distributions.  The Company shall make distributions, from time to time, as determined by the Board; provided, however, that no distribution shall be made in violation of §18-607(a) of the Act.

16.Admission of Additional Members.  One or more additional members may be admitted to the Company with the consent of the Member and without the consent of any other person or entity.

17.Liability of Members.  The Member shall not have any liability for the debts, obligations or liabilities of the Company.

18.Certificates.  The interests in the Company of the Member and any additional members admitted to the Company pursuant to Section 16 shall be represented by certificates. The certificates shall be in the form attached as Exhibit B and shall be signed by two Officers of the Company. Upon receipt by the Company of an affidavit of the registered holder of interests in the Company as to the loss, theft, destruction or mutilation of a certificate evidencing the same, such indemnity as the Company may reasonably require and, in the case of mutilation, upon surrender and cancellation of the mutilated certificate, the Company (at the expense of the registered holder of such lost, stolen, destroyed or mutilated certificate) will execute and deliver a new certificate of like tenor to the registered holder in lieu of the certificate so lost, stolen, destroyed or mutilated. The Member shall initially be issued a certificate for 100 Membership Units (as such term is used in the certificate representing such interests).

19.Indemnification of Managers and Officers.  The Company shall, to the extent legally permissible, indemnify each of its Managers and Officers (including persons who serve at its request as directions, managers, officers or trustees of another organization) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, manager, officer or trustee, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that this action was not unlawful and was in the best interests of the Company; provided, however, that as to any matter disposed of by a compromise payment by such Manager or Officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (a) by a majority of the disinterested Managers then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Manager or Officer appears to have acted in good faith in the reasonable belief that his action

8

was in the best interests of the Company; or, if there are fewer than three disinterested Managers, then (b) by the Member. Expenses, including counsel fees, reasonably incurred by any Manager or officer in connection with the defense or disposition of any such action, suit or other proceeding shall be paid from time to time by the Company in advance of the final disposition thereof upon receipt of an undertaking by such Manager or Officer to repay the amounts so paid to the Company if it is ultimately determined that indemnification for such expenses is not authorized under this section. In the event that indemnification is to be provided hereunder for any liability or expense relating to a proceeding in which a Manager or Officer of this Company may be involved or with which he may be threatened by reason of his serving or having served at this Company’s request as a director, manager, officer or trustee of another organization, the amount of any indemnification otherwise to be provided hereunder shall be reduced by the amount of any indemnification or any proceeds of insurance available to such director, manager, officer or trustee from or through the other organization where he served or was serving at this Company’s request as director, manager, officer or trustee, unless the Managers of this Company determine otherwise. The foregoing right of indemnification shall not be exclusive of any other rights so which any such Manager or Officer is entitled under any agreement, vote of the Member, statute, or as a matter of law, or otherwise. As used in this section, the terms “director,” “manager,” “officer” and “trustee” include their respective heirs, executors and administrators, and an “interested”  Manager or Officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds in then pending. Nothing contained in this section shall effect any rights to indemnification in which Company personnel other than Managers and Officers may be entitled by contract or otherwise under law. The provisions of this section are separable, and if any provision or portion hereof shall for any reason be held inapplicable, illegal or ineffective, this shall not affect any right of indemnification existing under this section.

20.Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Member and the Company and inure to the benefit of the Managers and Officers with respect to Section 19 and, in each case, their respective successors and permitted assigns.

21.Severability.  The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

22.Integration.  This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

23.Amendment.  The Member may amend this Agreement in writing from time to time without the consent of any other person or entity.

24.Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all right and remedies being governed by said laws.

9

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the 1st day of April, 2004.

SCIENTIFIC GAMES INTERNATIONAL, INC.
By:
	Name:
	Title:

10

EXHIBIT A

Managers

A. Lorne Weil

Martin Schloss

DeWayne Laird

Officers

Brooks H. Pierce	President
Robert Clunci	VP of Finance
Richard M. Weil	VP of International Business Development
Martin E. Schloss	VP & Secretary
Robert C. Becker	Treasurer
Terry McWilliams	VP of Sales

11

EXHIBIT B

FORM OF MEMBERSHIP CERTIFICATE

A.THE LIMITED LIABILITY COMPANY INTEREST (“MEMBERSHIP INTEREST”) REPRESENTED BY THIS INSTRUMENT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED IN RELIANCE UPON AN EXEMPTION THEREFROM FOR NON PUBLIC OFFERINGS. WITHOUT SUCH REGISTRATION, THE MEMBERSHIP INTEREST MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT (A) IF REQUESTED BY THE COMPANY, UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR (B) THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER AND (C) ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY HAVE BEEN OR MAY HEREAFTER BE AMENDED OR RESTATED, AS HEREINAFTER DEFINED. STOP TRANSFER INSTRUCTIONS WILL BE PLACED ON THE BOOKS AND RECORDS OF THE COMPANY WITH RESPECT TO THE MEMBERSHIP INTEREST SO AS TO RESTRICT RESALE OR OTHER TRANSFER THEREOF.

B.THE RESALE, TRANSFER OR OTHER DISPOSITION OF THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS OF AN OPERATING AGREEMENT DATED AS OF APRIL 1, 2004 BY SCIENTIFIC GAMES INTERNATIONAL, INC., AS SOLE MEMBER OF THE COMPANY, AS THE SAME MAY HAVE BEEN OR MAY HEREAFTER BE AMENDED OR RESTATED (THE “OPERATING AGREEMENT”). A COPY OF THE OPERATING AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY, AND THE COMPANY WILL FURNISH, WITHOUT CHARGE, A FULL STATEMENT OF THE RIGHTS AND LIMITATIONS OF THE INTERESTS WHICH THE COMPANY IS AUTHORIZED TO ISSUE TO ANY MEMBER OR TRANSFEREE WHO REQUESTS SAME BY NOTICE GIVEN TO THE COMPANY AT ITS PRINCIPAL OFFICE.

SCIENTIFIC GAMES RACING, LLC

CERTIFICATE OF LIMITED LIABILITY COMPANY INTEREST

Certificate No. -

This certifies that, for value received,                  , having an address on the date hereof at                 , is the registered owner of                Membership Units in Scientific

12

Games Racing, LLC, a Delaware limited liability company, pursuant to the terms and conditions of the Operating Agreement.

The holder of this Certificate hereby adopts, accepts and agrees to be bound by all the terms and provisions of the Operating Agreement and to perform all obligations therein imposed upon a Member with respect to the Membership Interest purchased.

During the term of the Company’s Operating Agreement, the legend and stop transfer instructions described above will be placed on any new certificate(s) or other document(s) issued upon presentment by the holder of this certificate(s) for transfer.

IN WITNESS WHEREOF, this Certificate of Limited Liability Company Interest has been duly executed by the Company as of                        , 2004.

SCIENTIFIC GAMES RACING, LLC

By:

By:

13

EX-3.18

Exhibit 3.18

Amended & Restated

By-Laws

Of

Scientific Games SA, Inc.

AMENDED AND RESTATED
BY-LAWS
of
BABN TECHNOLOGIES CORPORATION

January 2, 1989

HARTER, SECREST & EMERY
700 MIDTOWN TOWER
ROCHESTER, NEW YORK 14604-2070

Certified to be a true and correct copy of the By-laws of the Corporation, adopted by the Stockholder and by the Board of Directors on January 2, 1989.

/s/ J. Diane Hebert

J. Diane Hebert, Secretary

AMENDED AND RESTATED
BY-LAWS
of
BABN TECHNOLOGIES CORPORATION

ARTICLE I

MEETING OF STOCKHOLDERS

SECTION 1. Annual Meeting. The Annual Meeting of the Stockholders of the Corporation shall be held on such date and hour as may be fixed by the Board of Directors and named in the call, for the election of Directors and for the transaction of such business as may properly be brought before such meeting.

SECTION 2. Special Meetings. Special Meetings of the Stockholders of the Corporation may be held at any time in the interval between Annual Meetings. Special Meetings may be called by the Chief Executive Officer, or by request of a majority of the Board of Directors, or by the Secretary upon the written request of the holders of not less than 25 percent of the shares of stock outstanding entitled to vote,which written request shall state the purpose or purposes of the meeting and the matters proposed to be acted on thereat, and such holders of shares shall pay the reasonably estimated cost of preparing and mailing notices of such meeting. Nothing contained herein shall limit the right and power of Directors and Stockholders to require a Special Meeting for the election of Directors pursuant to the provisions of the Delaware General Corporation Law, as the same may from time to time be amended.

SECTION 3. Place of Meetings.Annual and Special Meetings of the Stockholders of the Corporation shall be held at the principal office of the Corporation or at such other place within or without the State of Delaware as the Board of Directors may from time to time determine.

SECTION 4. Notice of Meetings. Written or printed notice of the time and place and purpose or purposes of all meetings of the Stockholders shall be given personally, or by mail, not less than ten days nor more than 50 days before the day fixed for the meeting, to each Stockholder entitled to vote at said meeting, and such notice shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Such notice shall also be given to any Stockholder who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, and such notice shall specify the proposed action and state the fact that if the action is taken the dissenting Stockholder shall have appraisal rights. Such notice shall be given to each Stockholder by leaving the same with him or at his residence or usual place of business or by mailing it, postage prepaid and addressed to him at his address as it appears on the books of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which event it shall be mailed to the address designated in such request. Notices of every Annual and Special Meeting shall state the place, day, hour and purpose or purposes of such meeting and, in case of any Special Meeting, no business shall be acted upon which has not been stated in the notice of the meeting. Notice of any meeting, as provided for by this Section, is not required to be given to any Stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting his lack of notice of such meeting, shall constitute a waiver of notice by him. No notice of an adjourned meeting of Stockholders need be given unless the Board of Directors fixes a new record date for the adjourned meeting.

SECTION 5. Record Dates. For the purposes of determining the Stockholders entitled to notice of or to vote at a Stockholders’ meeting or any adjournment thereof, the Board of Directors may fix a date of record which shall not be more than 50-days nor less than ten days before said meeting date. For the purpose of determining Stockholders entitled to express consent to or dissent from any proposal without a meeting, or for determining Stockholders entitled to receive payment of a dividend or the allotment of any rights, or for any other action, the Board of Directors may fix a date of record which shall not be more than 50 days prior to such action.

SECTION 6. Quorum. At all meetings of Stockholders, except as otherwise provided by law, there shall be present in person or represented by proxy Stockholders owning a majority in number of the shares of the Corporation issued and outstanding and entitled to vote thereat, in order to constitute a quorum; but if there be no quorum, the holders of such shares so present or represented

2

may by majority vote adjourn the meeting from time to time, but not for a period of over 30 days at any one time, without notice other than by announcement at the meeting, until a quorum shall attend. At anysuch adjournment of the meeting which a quorum shall attend, any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present, it is not broken by the subsequent withdrawal of any Stockholder.

SECTION 7. Voting. At all meetings of the Stockholders, each Stockholder entitled to vote thereat may vote in person or by proxy, and shall have one vote for each share standing in his name on the books of the Corporation, unless otherwise provided in the Certificate of Incorporation or any amendments thereto. Shares standing in the name of another corporation of any type or kind may be voted by such officer(s), agent(s) or proxy as the by-laws of such other corporation may-provide or, in the absence of such provision, as the Board of Directors of such other corporation may determine. Upon demand of the Stockholders holding 10 percent in interest of the shares, present in person or by proxy and entitled to vote, voting shall be by ballot. A plurality of the votes cast shall be sufficient to elect Directors, and a majority of votes cast shall be sufficient to take any other corporate action, except as otherwise provided by law, the Certificate of Incorporation or the By-laws.

SECTION 8. Proxies. Every proxy shall be in writing, subscribed by the Stockholder or his duly authorized attorney and dated. No proxy which is dated more than eleven months before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain in force.

SECTION 9. Conduct of Meetings. Meetings of the Stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his absence, by the President of the Corporation, or in the absence of both of them, by an Executive Vice President, if any, or in the absence of all such Officers, by a Chairman to be chosen at the Meeting. The Secretary of the Corporation shall act as Secretary of the Meeting, if present.

SECTION 10. Action Without a Meeting. Whenever Stockholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Such written consent shall have the same effect as a unanimous vote of Stockholders.

3

ARTICLE II

BOARD OF DIRECTORS

SECTION 1. Election and Powers. Except as may otherwise be provided by the Certificate of Incorporation, the Board of Directors shall have the management and control of the affairs and business of the Corporation. The Directors shall be elected by the Stockholders at each annual meeting of Stockholders and each Director shall serve until his successor is elected or appointed and qualified, unless his directorship be theretofore vacated by resignation, death, removal or otherwise.

SECTION 2. Number. The number of Directors constituting the entire Board of Directors shall be such number, not less than three nor more than seven, as shall be designated by resolution Amended 12-20-96 of the Board of Directors adopted prior to the election of Directors at the Annual Meeting of Stockholders. In the absence of such resolution the number of Directors to be elected at such Annual Meeting shall be the number last fixed by the Board of Directors. Any Board action designating a change in the number of Directors shall require avote of a majority of the entire Board.. The “entire Board” as used in this Article shall mean the total number of Directors which the Corporation would have if there were no vacancies. Notwithstanding the provisions of this Section, however, where all of the shares are owned beneficially and of record by less than three Stockholders, the number of Directors may be less than three, but not less than the number of Stockholders.

SECTION 3. Vacancies. Vacancies in the Board of Directors (including any resulting from an increase in the number of Directors) created for any reason except the removal of a Director or Directors by the Stockholders, may be filled by vote of the Board of Directors. If, however, the number of Directors then in office is less than a quorum, vacancies maybe filled by a vote of a majority of the Directors then in office. Successor Directors elected under this Section shall hold office for the unexpired portion of the term of the Director whose place is vacant. In the event of an increase in the number of Directors, additional Directors elected under this Section shall hold office until their successors have been duly elected or appointed and qualified.

SECTION 4. Removal. At any meeting of the Stockholders duly called, any Director may, by vote of the holders of a majority of the shares entitled to vote in the election of Directors, be removed from office, with or without cause, and another may be elected by such Stockholders in the place of the person so removed, to serve for the remainder of the term.

4

SECTION 5. Meetings. Regular meetings of the Board of Directors shall be held at such times as the Directors may from time to time determine. Special meetings of the Board of Directors shall be held at any time, upon call from the Chairman of the Board, the President, or at least one-third of the Directors.

SECTION 6. Place of Meetings. Regular and special meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place, within or without the State of Delaware, as the Board of Directors may from time to time determine.

SECTION 7. Notice of Meeting. Notice of the place, day and hour of every regular and special meeting shall be given to each Director by delivering the same to him personally or sending the same to him by telegraph or leaving the same at his residence or usual place of business, at least one day before the meeting, or shall be mailed to eachDirector, postage prepaid and addressed to him at the last known post office address according to the records of the Corporation, at least three days before the meeting. No notice of any adjourned meeting of the Board of Directors need be given other than by announcement at the meeting, subject to the provisions of Section 9 of this Article.

SECTION 8. Waiver of Notice.Notice of a meeting need not be given to any Director who submits a signed written waiver thereof whether before, during or after the meeting nor to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

SECTION 9. Quorum. A majority of the entire Board of Directors shall be necessary to constitute a quorum for the transaction of business at each meeting of the Board of Directors; but if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjournment at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 10. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof at a duly held meeting may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or the committee.

5

SECTION 11. Personal Attendance by Conference Communication Equipment. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 12. Compensation. Directors as such shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance may be allowed for attendance at each special or regular meeting thereof. Nothing in this Section shall be construed to preclude a Director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 13. Executive Committee and Other Committees. The Board of Directors may, in its discretion, by an affirmative vote of a majority of the entire Board, appoint an Executive Committee, or any other committee, to consist of such number of Directors (subject to the restrictions contained in Section 2 of this Article) as the Board of Directors may from time to time determine. The Executive Committee shall have and may exercise between meetings of the Board of Directors all the powers of the Board of Directors in the management of the business and affairs of the Corporation, and other committees shall have those powers conferred upon them by the Board of Directors, except that no committee shall have power in reference to: (a) amending the Certificate of Incorporation; (b) adopting an agreement of merger or consolidation; (c) recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets; (d) recommending to the Stockholders a dissolution of the Corporation or a revocation of a dissolution; or (e) amending the By-laws of the Corporation; and (f) unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a, dividend or to authorize the issuance of stock. In the absence of any member of the Executive Committee or of any other committee, the members thereof present at any meeting may appoint a member of the Board of Directors previously designated by the Board of Directors as a committee alternate to act in place of such absent member. The Board of Directors shall have the power at any time to change the membership of any committee, to fill vacancies in it, or to dissolve it. The Executive Committee and any other committee may make rules for the conduct of its business, and may appoint such committees and assistants as may from time to time be necessary, unless the Board of Directors shall provide otherwise. A majority of the members of the Executive Committee and of any other committee shall constitute a quorum.

6

ARTICLE III

OFFICERS

SECTION 1. Corporate Officers; Election. The corporate Officers of the Corporation shall be as follows:

Chairman of the Board (if any)

President

one or more Vice Presidents

Secretary

Treasurer.

The Board of Directors (or the Executive Committee) shall elect a President and a Secretary of the Corporation, and may elect a Chairman of the Board and such other corporate Officers as it may from time to time determine. The Chairman of the Board or (if there be no Chairman of the Board) the President shall be the Chief Executive Officer of the Corporation. Each corporate Officer shall have such authority to act on behalf of the Corporation as is provided by these By-laws or by the Boardof Directors or is established by the authorization policies of BCE Information Services Inc. in effect from time to time. Each corporate Officer shall serve at the pleasure of the Board of Directors or until his successor shall have been duly elected or appointed and qualifies, or until his earlier death, resignation or removal in the manner provided by Section 3 of this Article. Any two offices may be held by the same person, except that no person shall hold the office of President and Secretary concurrently. When all of the stock of the Corporation is Owned by one natural person, such person may hold all or any combination of offices. Any vacancies in such offices shall be filled in the same manner.

SECTION 2. Assistant and Subordinate Corporate Officers. The Board of Directors (or the Executive Committee) may elect one or more Assistant Treasurers, one or more Assistant Secretaries and such other subordinate corporate Officers as it may deem proper from time to time; who shall hold office at the pleasure of the Board of Directors (or the Executive Committee). Each such subordinatecorporate Officer shall have such authority to act on behalf of the Corporation as is provided by the Board of Directors or is established by the authorization policies of BCE Information Services Inc. in effect from time to time.

SECTION 3. Removal of Corporate Officers. Any corporate Officer may be removed with or without cause by a vote of the majority of the entire Board of Directors of the Corporation then in office at a meeting called for that purpose (or, except in the case of a corporate Officer elected by the Board of Directors, by the

7

Executive Committee) whenever in its judgment the best interests of the Corporation may be served thereby.

SECTION 4. Compensation.Unless otherwise determined by the Board of Directors, the compensation of all corporate Officers shall be fixed in accordance with the compensation policies of BCE Information Services Inc. in effect from time to time.

SECTION 5. Chairman of the Board.The Chairman of the Board, if there be one, shall be the Chief Executive Officer of the Corporation and shall, subject to the direction of the Board of Directors (or the Executive Committee), have the general management of the affairs of the Corporation. The Chairman of the Board shall also preside at all meetings of the Stockholders and of the Board of Directors.

SECTION 6. President. The President shall be the Chief Operating Officer of the Corporation and shall, subject to the direction of the Chairman of the Board and the Board of Directors (or the Executive Committee), have the general management of the business operations of the Corporation. If there be no Chairman of the Board, or in his absence or inability to act, the President shall be the Chief Executive Officer of the Corporation and shall perform all the duties of the Chairman of the Board, subject, however, to the control of the Board of Directors (or the Executive Committee).

SECTION 7. Vice Presidents.Any one or more of the Vice Presidents may be designated by the Board of Directors (or the Executive Committee) as an Executive Vice President. At the request of the Chairman of the Board or the President, or in the President’s absence or during his disability, the Executive Vice President shall perform the duties and exercise the functions of the President. If there be no Executive Vice President, or if there be more than one, the Board of Directors (or the Executive Committee) may determine which one or more of the Vice Presidents shall perform any of such duties or exercise any of such functions; if such determination is not made by the Board of Directors (or the Executive Committee), the Chief Executive Officer may make such determination; otherwise, any of the Vice Presidents may perform any of such duties or exercise any of such functions. Each Vice President shall have such other powers and duties as may be properly designated by the Board of Directors (or the Executive Committee) and the Chief Executive Officer.

SECTION 8. Secretary.The Secretary shall keep full minutes of all meetings of the Stockholders and of the Board of Directors in books provided for that purpose. He shall see that all notices are duly given in accordance with the provisions of the By-laws or as required by law. He shall be the custodian of the records and of the seal of the Corporation. He shall affix the corporate

8

seal to all documents the execution of which on behalf of the Corporation, under the seal, is duly authorized by the Board of Directors (or the Executive Committee), and when so affixed may attest the same. The Secretary shall have such other powers and duties as may be properly designated by the Board of Directors (or the Executive Committee) and the Chief Executive Officer.

SECTION 9. Treasurer. The Treasurer shall keep correct and complete books and records of account for the Corporation. Subject to the control and supervision of the Board of Directors (or the Executive Committee) and the Chief Executive Officer, or such other corporate Officer as the Chief Executive Officer may designate, he shall establish and execute programs for the provision of the capital required by the Corporation, including negotiating the procurement of capital and maintaining adequate sources for the Corporation’s current borrowings from lending institutions. He shall maintain banking arrangements to receive, have custody of and disburse the Corporation’s moneys and securities. He shall invest the Corporation’s funds as required, establish and coordinate policies for investment in pension and other similar trusts, and provide insurance coverage as required. He shall direct the granting of credit and the collection of accounts due the Corporation, including the supervision of special arrangements for financing sales, such as time payments and leasing plans. The Treasurer shall have such other powers and duties as may be properly designated by the Board of Directors (or the Executive Committee) and the Chief Executive Officer.

SECTION 10. Operational Vice Presidents, Etc. The Chief Executive Officer may appoint such operational or Divisional presidents and vice presidents and other agents of the Corporation (collectively referred to herein as “operating agents”) as he may deem proper from time to time. Such operating agents shall not be corporate Officers of the Corporation and shall not have the authority of corporate Officers to act on behalf of the Corporation. Instead, each such operating agent shall only have such powers and duties and such authority to act on behalf of the Corporation as may be prescribed from time to time by the Chief Executive officer. Each such operating agent shall serve at the pleasure of the Chief Executive Officer and may be removed at will by the Chief Executive Officer.

ARTICLE IV

SHARE CERTIFICATES

SECTION 1. Form and Signatures. The interest of each Stockholder of the Corporation shall be evidenced by certificates for shares in such form not inconsistent with law or the

9

Certificate of Incorporation, and any amendments thereof, as the Board of Directors may from time to time prescribe. The share certificates shall be signed by the President or a vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, sealed with the seal of the Corporation, and countersigned and registered in such manner, if any, as the Board of Directors may by resolutions prescribe. Where any share certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation itself or its employee, the signatures of any such President, Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, and such corporate seal, may be facsimiles engraved or printed. In case any Officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such Officer before the share certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person had not ceased to be such Officer.

SECTION 2. Transfer of Shares. The shares of the Corporation shall be transferred on the books of the Corporation by the registered holder thereof, in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with a proper assignment and powers of transfer endorsed thereon or attached thereto, duly signed by the person appearing by the certificate to be the owner of the shares represented thereby, with such proof of the authenticity of the signature as the Corporation, or its agents, may reasonably require. Such certificate shall have affixed thereto all stock transfer stamps required by law. The Board of Directors shall have power and authority to make all such other rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

SECTION 3. Mutilated, Lost, Stolen or Destroyed Certificates. The holder of any certificates representing shares of the Corporation shall immediately notify the Corporation of any mutilation, loss, theft or destruction thereof, and the Boardof Directors may, in its discretion, cause one or more new certificates, for the same number of shares in the aggregate, to be issued to such holder upon the surrender of the mutilated certificate, or in case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft ordestruction and the deposit of indemnity by way of bond or otherwise in such form and amount and with such sureties or securities as the Board of Directors may require to indemnify the Corporation and transfer agent and registrar; if any, against loss or liability by reason of the issuance of such new certificates; but the Board of Directors may, in its discretion, refuse to issue such new certificates save upon the order of some court having jurisdiction in such matters.

10

SECTION 4. Stock Ledgers.The stock ledgers of the Corporation containing the names and addresses of the Stockholders and the number of shares respectively held by them shall be maintained at the principal office of the Corporation, or if there be a transfer agent, at the office of such transfer agent, as the Board of Directors shall determine.

SECTION 5. Transfer Agents and Registrars.The Corporation may have one or more transfer agents and one or more registrars of its stock or of any class or classes of its shares whose respective duties the Board of Directors may from time to time determine.

ARTICLE V

INDEMNIFICATION

SECTION 1. Indemnification Rights.To the fullest extent authorized or permitted by the Delaware General Corporation Law, as amended from time to time, the Corporation shall indemnify any person made, or threatened to be made, a party in any civil or criminal action or proceeding by reason of the fact that he or his testator or intestate (a) is or was a Director or corporate Officer of the Corporation, or (b) is or was a Director or corporate Officer of the Corporation who serves or served, in any capacity, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Corporation. The provisions of this Section 1 shall not be exclusive of any other rights to which any such person may be entitled, whether contained in the Corporation’s Certificate of Incorporation, the By-laws or any agreement or resolution providing for indemnification and permitted by law.

SECTION 2. Employees and Agents.The Corporation may, in the discretion of the Board of Directors, indemnify employees and agents of the Corporation other than Directors and corporate Officers of the Corporation to the fullest extent permitted by law.

SECTION 3. Advancement of Expenses. As used in this Article, the term “indemnify”, in all its forms, shall be deemed to include the advancement of legal and other expenses incurred in defending a civil or criminal action or proceeding.

SECTION 4. Insurance.The Corporation may maintain insurance, at its expense, to protect itself and any Director, corporate Officer, employee or agent of the Corporation or of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify

11

such person against such expense, liability or loss under this Article or applicable law.

ARTICLE VI

FINANCES

SECTION 1. Dividends. Subject to law and to the provisions of the Certificate of Incorporation, and any amendments thereof, the Board of Directors may declare dividends on the stock of the Corporation, payable upon such dates as the Board of Directors may designate.

SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums, as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall deem conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 3. Bills, Notes, Etc. All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be made in the name of the Corporation and shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

ARTICLE VII

AMENDMENTS

SECTION 1. Power to Amend.The Board of Directors shall have the power to adopt, amend or repeal the By-laws of the Corporation by a majority vote of the entireBoard of Directors at any meeting. However, any By-laws adopted by the Board of Directors may be amended or repealed at any meeting of Stockholders by a majority of the votes cast at such meeting by the holders of shares entitled to vote thereon.

SECTION 2. Notice of Amendment Affecting Election of Directors. If any By-law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of Stockholders for the election of Directors the By-law so adopted,

12

amended or repealed, together with a concise statement of the changes made.

ARTICLE VIII

IN GENERAL

SECTION 1. Gender. Wherever used in these By-laws, the masculine pronoun shall include the feminine and the neuter, as appropriate in the context.

SECTION 2. Headings. The Article and Section headings of these By-laws are for convenience of reference only and do not form a part hereof and do not in any way modify, interpret or construe the intention expressed hereby.

* * * * *

13

EX-3.19

Exhibit 3.19

Amended & Restated
By-Laws
of
SG Racing, Inc.

AMENDED AND RESTATED
BY-LAWS
OF
SG RACING, INC.
(A Delaware Corporation)

ARTICLE I

Stockholders

Section 1. Place of Meetings. Meetings of stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Chairman of the Board of Directors, President and Chief Executive Officer or Secretary.

Section 2. Annual Meetings. Annual meetings of stockholders shall be held on such date, at such time and at such place as shall be designated from time to time by the Chairman of the Board of Directors, President and Chief Executive Officer, or Secretary. At each annual meeting the stockholders shall elect a Board of Directors by plurality vote and transact such other business as may be properly brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board of Directors, President and Chief Executive Officer or Secretary of the corporation.

Section 4. Notice of Meetings. Written notice of each meeting of the stockholders stating the place, date and hour of the meeting shall be given by or at the direction of the Board of Directors to each stockholder entitled to vote at the meeting at least ten, but not more than sixty, days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is called.

Section 5. Quorum; Adjournments of Meetings. The holders of a majority of the issued and outstanding shares of the capital stock of the corporation entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting; but, if there be less than a quorum, the holders of a majority of the stock so present or represented may adjourn the meeting to another time or place, from time to time, until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice, except as required by law, and any business may be transacted thereat which might have been transacted at the meeting as originally called.

Section 6. Voting. At any meeting of the stockholders every registered owner of shares entitled to vote may vote in person or by proxy and, except as otherwise provided by statute, in the Certificate of Incorporation or these By-Laws, shall have one vote for each such share standing in his name on the books of the corporation. Except as otherwise required by statute, the Certificate of Incorporation or these By-Laws, all elections of Directors shall be decided by a plurality of votes cast, and all other matters shall be decided by a majority of the votes cast.

Section 7. Inspectors of Election. The Board of Directors, or, if the Board shall not have made the appointment, the Chairman or Secretary presiding at any meeting of stockholders, shall have power to appoint one or more persons to act as inspectors of election at the meeting or any adjournment thereof, but no candidate for the office of Director shall be appointed as an inspector at any meeting for the election of Directors.

Section 8. Chairman of Meetings. The Chairman of the Board or, in his absence, the President and Chief Executive Officer or Secretary shall preside as Chairman of a meeting of the stockholders. In the absence of both the Chairman of the Board, President and Chief

Executive Officer, a majority of the members of the Board of Directors present in person at such meeting may appoint any other person to act as Chairman of the meeting.

Section 9. Secretary of Meetings. The Secretary of the corporation shall act as Secretary of all meetings of the stockholders. In the absence of the Secretary, the Chairman of the meeting shall appoint any other person to act as Secretary of the meeting.

Section 10. Stockholders’ Action Without Meetings. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting, if a written consent thereto is signed by all the stockholders, and such written consent is filed with the minutes of proceedings of the stockholders.

ARTICLE II

Board of Directors

Section 1. Number of Directors. The number of Directors shall be not more than 12 and not less than one, as determined from time to time by the Board of Directors or the stockholders.

Section 2. Vacancies. Whenever any vacancy shall occur in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors or otherwise, it may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, for the balance of the term or, if the Board has not filled such vacancy, it may be filled by the stockholders.

Section 3. First Meeting. The first meeting of each newly elected Board of Directors, of which no notice shall be necessary, shall be held immediately following the annual meeting of stockholders or any adjournment thereof at the place the annual meeting of

stockholders was held at which such Directors were elected, or at such other place as a majority of the members of the newly elected Board of Directors who are then present shall determine, for the election or appointment of a Chairman of the Board of Directors and Officers for the ensuing year and the transaction of such other business as may be brought before such meeting.

Section 4. Regular Meetings. Regular meetings of the Board of Directors, other than the first meeting, may be held without notice at such times and places as the Board of Directors may from time to time determine.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by order of the Chairman of the Board, President and Chief Executive Officer or Secretary. Notice of the time and place of each special meeting shall be given by or at the direction of the person or persons calling the meeting by mailing the same at least three days before the meeting or by telephoning, telegraphing or delivering personally the same at least twenty-four hours before the meeting to each Director. Except as otherwise specified in the notice thereof, or as required by statute, the Certificate of Incorporation or these By-Laws, any and all business may be transacted at any special meeting of the Board of Directors.

Section 6. Place of Conference Call Meeting. Any meeting at which one or more of the members of the Board of Directors or of a committee designated by the Board of Directorsshall participate by means of conference telephone or similar communications equipment shall be deemed to have been held at the place designated for such meeting, provided that at least one member is at such place while participating in the meeting.

Section 7. Organization. Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, or, in his absence, the President and Chief Executive Officer. In the absence of the Chairman of the Board and the President, a presiding

Officer shall be chosen by a majority of the Directors present. The Secretary of the corporation shall act as Secretary of the meeting but, in his absence, the presiding Officer may appoint any person to act as Secretary of the meeting.

Section 8. Quorum; Vote. A majority of the Directors then in office (but in no event less than one-third of the total number of Directors) shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting to another time or place from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. Except as otherwiserequired by statute, the Certificate of incorporation or these By-Laws, all matters coming before any meeting of the Board of Directors shall be decided by the vote of a majority of the Directors present at the meeting, a quorum being present.

Section 9. Removal of Directors. Any one or more of the Directors shall be subject to removal with or without cause at any time by the stockholders.

Section 10. Committees. Except as otherwise required by statute, the Certificate of Incorporation or these By-Laws, the Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of two or more Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meetings and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of

the Board of Directors, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation. Law of the State of Delaware (“Delaware General Corporation Law”), the Certificate of Incorporation or these By-Laws, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 11. Directors’ Action Without Meetings. Any action required or Permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE III

Officers

Section 1. General. The Board of Directors shall elect the Officers of the corporation, which shall include a Chairman of the Board, a President, aSecretary and such other or additional Officers (including, without limitation, a Treasurer one or more Senior Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers) as the Board of Directors may designate.

Section 2. Term of Office; Removal and Vacancy. Each Officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any Officer shall be subject to removal with or without cause at any time by the Board of Directors.

Vacancies in any office, whether occurring by death, resignation, removal or otherwise, may be filled by the Board of Directors.

Section 3. Powers and Duties. Each of the Officers of the corporation shall, unless otherwise ordered by the Board of Directors, have such powers and duties as generally pertain to his respective office as well as such powers and duties as from time to time may be conferred upon him by the Board of Directors.

Section 4. Power to Vote StockUnless otherwise ordered by the Board of Directors, the Chairman of the Board, the President and Chief Executive Officer each shall have full power and authority on behalf of the corporation to attend and to vote at any meeting of stockholders of any corporation in which this corporation may hold stock, and may exercise on behalf of this corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting and shall have power and authority to execute and deliver proxies, waivers and consents on behalf of the corporation in connection with the exercise by the corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

ARTICLE IV

Capital Stock

Section 1.Certificates of Stock. Certificates for stock of the corporation shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by the Chairman of the Board or a Vice Chairman of the Board or the President and Chief Executive Officer and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

Section 2. Transfer of Stock.Shares of capital stock of the corporation shill be transferable on the books of the corporation only by the holder of record thereof, in person or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, and with such proof of the authenticity of the signature and of authority to transfer, and of payment of transfer taxes, as the corporation or its agents may require.

Section 3. Ownership of Stock. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof in fact and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

ARTICLE V

Miscellaneous

Section 1. Corporate Seal. The seal of the corporation shall be circular in form and shall contain the name of the corporation and the year and State of incorporation.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end the Saturday closest to the 31st of December unless otherwise determined by the Board of Directors.

ARTICLE VI

Amendment

The Board of Directors shall have the power to make, alter or repeal the By-Laws of the corporation subject to the power of the stockholders to alter or repeal the By-Laws made or altered by the Board of Directors.

ARTICLE VII

Indemnification

It being the intent of the Corporation to provide maximum protection available under the law to its Officers and Directors, the Corporation shall indemnify its Officers and Directors to the full extent the Corporation is permitted or required to do so by the General Corporation Law of Delaware as the same exists or hereafter may be amended. Such indemnification shall include payment by the Corporation, in advance of the final disposition of a civil or criminal action, suit or proceedings, of expenses incurred by a Director or Officer in defending any such action, suit or proceeding upon receipt of any undertaking by or on behalf of such Director or Officer to repay such payment if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation. The Corporation may accept any such undertaking without reference to the financial ability of the person to make such repayment. As used in this paragraph, the terms “Director” and “Officer” include their respective heirs, executors, and administrators.

EX-3.20

Exhibit 3.20

Operating Agreement

of

Trackplay LLC

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
ARTICLE II	FORMATION AND NAME; ARTICLES OF ORGANIZATION	13
ARTICLE III	TERM	13
ARTICLEIV	BUSINESS OF THE COMPANY; TITLE TO COMPANY PROPERTY	14
ARTICLE V	PRINCIPAL PLACE OF BUSINESS; REGISTERED AGENT	15
ARTICLE VI	CONTRIBUTIONS	15
ARTICLE VII	CAPITAL ACCOUNTS OF MEMBERS	24
ARTICLE VIII	ALLOCATION OF PROFITS AND LOSSES	25
ARTICLE IX	DISTRIBUTIONS	29
ARTICLE X	MANAGEMENT OF THE COMPANY	33
ARTICLE XI	RECORDS, REPORTS AND TAXES	49
ARTICLE XII	TRANSFER OF MEMBERSHIP INTERESTS; WITHDRAWAL	52
ARTICLE XIII	DISSOLUTION AND WINDING UP	57
ARTICLE XIV	MISCELLANEOUS PROVISIONS	61

i

OPERATING AGREEMENT

OF

TRACKPLAY LLC

OPERATING AGREEMENT OF TRACKPLAY LLC, a Delaware limited liability company (the “Company”), signed on October 26, 2001 and effective as of July 2, 2001, by and among Autotote Systems, Inc., a Delaware corporation, having an office at 100 Bellevue, P.O. Box 6009, Newark, Delaware 19714-6009 (“Autotote”) and Arena Leisure Corporation, a Delaware Corporation having an office at 1201 Market Street, Suite 1501, Wilmington, Delaware 19801 (“Arena”) (Arena and Autotote in their individual capacities, a “Member” and sometimes collectively, the “Members”).

W I T N E S S E T H:

WHEREAS, TRACKPLAY LLC was formed as a Delaware limited liability company on June 14, 2001; and

WHEREAS, the Members wish to enter into this Operating Agreement for the purpose of, among other things, governing the operations of the Company and regulating the rights and obligations of the Members of the Company as among themselves.

NOW, THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

Definitions

1.1           As used in this Agreement, the following terms shall have the meanings set forth below:

(a)        “Act” shall mean the Delaware Limited Liability Company Act, as amended from time to time.

(b)        “Additional Capital Contribution” shall mean a Required Budgeted Additional Contribution or a Required Non-Budgeted Additional Contribution required to be contributed by a Member pursuant to this Agreement.

(c)        “Adjusted Capital Account Deficit” shall mean with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after (i) reducing such balance by the net adjustments, allocations and distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations which, as of the end of such Fiscal Year, are reasonably expected to be made to the Capital Account of such Member or to such Member, as the case may be, and (ii) increasing such balance by the sum of (A) the amount, if any, which the Member is required to restore to the Company upon liquidation of such Member’s interest in the Company (or which is so treated pursuant to Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations) and (B) the minimum gain chargeback that such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations.

(d)        “Affiliate” or “affiliate” of a Person shall mean: (A) any officer, director, manager, trustee or controlling equity owner of such Person; (B) any Person controlling, controlled by or under common Control with such Person; and (C) any officer, director, trustee, manager or controlling equity owner of any Person described in (B) above, and the term “affiliated” shall have a meaning correlative to the foregoing.

2

(e)        “Agreed Value” of any asset shall mean: (i) the fair market value (without regard to Section 7701(g) of the Code) of any asset contributed by a Member to the capital of the Company as of the date of contribution, (ii) the fair market value (without regard to Section 7701(g) of the Code) of any asset distributed to a Member by the Company as of the date of distribution or (iii) the fair market value of any asset as of the date of the liquidation of the Company pursuant to Article XIII. In each such case, determination of the fair market value shall be without reduction for any liabilities secured by such contributed asset that the Company is considered to assume or take subject to under Section 752 of the Code and this Agreement. The Agreed Value of assets contributed by the Members to capital of the Company as of the date of this Agreement is shown on Exhibit A.

(f)         “Annual Budget” shall have the meaning set forth in Section 10.2.

(g)        “Agreement” shall mean this Operating Agreement of the Company, as the same may be amended or restated from time to time in accordance with its terms.

(h)        “Board” shall mean the Board of Managers of the Company as described in Article X.

(i)         “Capital Account” shall have the meaning provided in Section 7.1 of this Agreement.

(j)         “Capital Contribution” shall mean with respect to any Member, the Initial Capital Contribution and any Additional Capital Contribution contributed by such Member.

3

(k)           “Capital Transaction” shall mean the sale, exchange or other disposition by the Company of all or substantially all of the Company’s assets or of all or substantially all of the assets comprising or related to a Project.

(1)          “Carrying Value” shall mean, with respect to any asset, that asset’s adjusted basis for federal income tax purposes, except as follows:

(i)      The initial Carrying Value of any asset contributed to the Company shall be such asset’s Agreed Value on the date of such contribution;

(ii)     The Carrying Values of all Company assets shall be adjusted to equal their respective gross fair market values upon any election by the Company pursuant to Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations to adjust the Members’ Capital Accounts to reflect a revaluation of Company assets;

(iii)    If the adjusted basis of any asset acquired by the Company is determined by reference to the adjusted basis of any other asset of the Company, the Carrying Value of the acquired asset shall be determined by reference to the Carrying Value of the other asset rather than its adjusted basis; and

(iv)    If the Carrying Value of an asset has been determined pursuant to clause (i), (ii) or (iii) of this subsection 1.1(1), such Carrying Value shall thereafter be adjusted in the same manner as would the asset’s adjusted basis for federal income tax purposes.

(m)         “CEO” shall have the meaning set forth in Section 10.1(d) of this Agreement.

4

(n)         “Certificate” shall mean the Certificate of Formation of the Company as filed with the Secretary of State of Delaware on June 14, 2001 for the purpose of forming the Company, as amended or restated.

(o)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor federal revenue law.

(p)         “Company” shall have the meaning set forth in the preamble to this Agreement.

(q)         “Company’s Field” shall mean the business of exploiting the Trackplay Product by means of the Internet Protocol Rights in the pari-mutuel fixed odds and/or sports betting field.

(r)          “Company Minimum Gain” shall mean “partnership minimum gain” as defined in Section 1.704-2(b)(2) of the Treasury Regulations and shall be determined in accordance with Section 1.704-2(d) of the Treasury Regulations.

(s)          “Contributing Members” shall have the meaning set forth in Section 6.2(d) of this Agreement.

(t)          “Control” or “control” shall mean the possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of the management and policies of any person whether through voting shares (or interests), by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

(u)         “Deficiency Notice” shall have the meaning set forth in Section 6.4 of this Agreement.

5

(v)         “Distributable Cash” shall have the meaning set forth in Section 9.1 of this Agreement.

(w)         “Due Date” shall have the meaning set forth in Section 6.4 of this Agreement.

(x)          “Effective Tax Rate” shall have the meaning set forth in Section 9.3 of this Agreement.

(y)         “Excess Fair Grounds Contribution” shall mean any Capital Contribution in excess of US$1,750,000 contributed by Autotote to be used for development or promotion of the Fair Grounds Technology.

(z)          “Existing Targeted Business” shall have the meaning set forth in Section 6.4(b) of this Agreement.

(aa)        “Fair Grounds Technology” shall mean the Trackplay Product in a form specifically configured for the United States market as specified in Schedule 4 of the Joint Venture Agreement.

(bb)       “Financing” shall mean any indebtedness incurred by the Company, whether secured or unsecured, including, without limitation, the refinancing, modification, extension or amendment of any such indebtedness.

(cc)        “Fiscal Year” shall mean the twelve (12) month period ending December 31 of any year, or ending on such other date as the Board shall determine.

(dd)       “GAAP” shall mean United States generally accepted accounting principals, then in effect.

6

(ee)        “Initial Capital Contribution” shall have the meaning set forth in Section 6.1 of this Agreement.

(ff)         “Joint Venture Agreement” shall mean the Joint Venture Agreement, dated April 27, 2001, between Arena Leisure plc and Scientific Games Corporation (f/k/a Autotote Corporation).

(gg)       “Majority-In-Interest of the Members” shall mean those Members possessing Sharing Ratios, in the aggregate, exceeding fifty percent (50%).

(hh)       “Manager” shall have the meaning set forth in Section 10.1(b) of this Agreement.

(ii)          “Material Persistent Default” shall mean a default or breach by a Member on three separate and distinct occasions within any twelve (12) month period (a) in the performance by such Member of any of its material obligations under this Agreement or the Joint Venture Agreement, or (b) of any warranty or representation of such Member set forth in this Agreement or in the Joint Venture Agreement, which default or breach is incapable of being cured, or, which if capable of being cured, is not cured within 30 days of the defaulting Member receiving notice of such breach or default from a non-defaulting Member.

(jj)          “Member” shall have the meaning set forth in the preamble to this Agreement.

(kk)        “Member Minimum Gain” shall mean “partner nonrecourse debt minimum gain” as defined in Section 1.704-2(i)(2) of the Treasury Regulations, and shall be determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations.

7

(ll)          “Member Nonrecourse Debt” shall mean “partner nonrecourse debt” as defined in Section 1.704-2(b)(4) of the Treasury Regulations.

(mm)      “Member Nonrecourse Deductions” shall mean “partner nonrecourse deductions” as defined in Section 1.704-2(i)(1) of the Treasury Regulations and shall be determined in accordance with Section 1.704-2(i)(2) of the Treasury Regulations.

(nn)       “Membership Interest” shall mean a Member’s aggregate rights in the Company, including, without limitation, the Member’s right to a share of the Profits and Losses of the Company, the right to receive distributions from the Company and the right to vote and, to the extent permitted in Article X hereof, participate in the management of the Company.

(nni)      “New Business” shall mean with respect to any Member, the Primary Business or New Targeted Business which such Member operates or engages in (through the Company or a Foreign Entity) or any customer with whom such Member does business (through the Company or a Foreign Entity), in each case without the participation of the Other Members and in accordance with the provisions of Sections 6.4 or 10.5.

(oo)       “New Targeted Business” shall have the meaning set forth in Section 6.4(a) of this Agreement.

(pp)       “Non-Contributing Member” shall have the meaning set forth in Section 6.4 of this Agreement.

(qq)       “Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(b)(1) of the Treasury Regulations.

(rr)         “Non-selling Members” shall have the meaning set forth in Section 12.1 of this Agreement.

8

(ss)        “Notice Period” shall have the meaning set forth in Section 12.1 of this Agreement.

(tt)         “Offer” shall have the meaning set forth in Section 12.1 of this Agreement.

(uu)       “Offered Interest” shall have the meaning set forth in Section 12.1 of this Agreement.

(vv)       “Other Members” shall have the meaning set forth in Section 6.4(a) of this Agreement.

(ww)      “Person” or “person” shall mean an individual, corporation, limited liability company, limited partnership, general partnership, joint venture, company, trust, bank or other entity.

(xx)        “Primary Business”shall have the meaning set forth in Section 4.1 of this Agreement.

(yy)       “Profits and Losses” shall mean, for each Fiscal Year of the Company, an amount equal to the Company’s taxable income or loss for federal income tax purposes for such year determined in accordance with Section 703(a) of the Code (without separately stating items of income, gain, loss or deduction) with the following adjustments:

(i)      Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses hereunder shall be added to such taxable income or loss;

(ii)     (A) Any expenditures of the Company (I) not deductible in computing its taxable income and not properly chargeable to Capital Accounts or (II) paid or

9

incurred to organize the Company or promote the sale of an interest in the Company (other than amounts paid or incurred to organize the Company with respect to which the Company has made an amortization election under Section 709(b) of the Code) and (B) any loss incurred in sale or exchange of property of the Company which is disallowed to the Company under Section 267(b) or 707(b) of the Code, which expenditure or loss is not otherwise taken into account in computing Profits or Losses hereunder, shall be subtracted from such taxable income or loss;

(iii)In the event that any asset of the Company is distributed in kind to a Member or there is a liquidation of the Company, the difference between (A) an amount equal to the Carrying Value of such asset on the date of such distribution and (B) the Agreed Value of such asset on that date shall be taken into account as a gain or loss for purposes of computing Profits or Losses;

(iv)Gain or loss resulting from any disposition of an asset by the Company from which gain or loss is recognized for federal income tax purposes shall be computed with reference to the Carrying Value of the asset (after adjustment for depreciation or amortization determined under subsection (v) of this definition), notwithstanding that the adjusted tax basis for federal income tax purposes of such asset differs from its Carrying Value; and

(v)Depreciation or amortization shall be determined based upon the Carrying Value of assets as provided in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations.

(zz)“Project” shall mean a New Targeted Business or an Existing Targeted Business.

10

(aaa)“Project Sharing Ratio” shall mean the Sharing Ratio of a Member for purposes of a particular Project, calculated in accordance with the provisions of Section 6.4. A Member may have a different Project Sharing Ratio for one or more Projects as contemplated by Section 6.4.

(bbb)“Purchaser” shall have the meaning set forth in Section 12.1 of this Agreement.

(ccc)“Required Budgeted Additional Contribution” shall have the meaning set forth in Section 6.2 of this Agreement.

(ddd)“Required Non-Budgeted Additional Contribution” shall have the meaning set forth in Section 6.3 of this Agreement.

(eee)“Required Interests” shall mean the affirmative vote of Members possessing Sharing Ratios, in the aggregate, exceeding eighty (80%) percent.

(fff)“Selling Member” shall have the meaning set forth in Section 12.1 of thisAgreement.

(ggg)“Selling Notice” shall have the meaning set forth in Section 12.1 of this Agreement.

(hhh)“Sharing Ratio” shall mean generally for each Member (i) one hundred percent (100%) multiplied by (ii) a fraction, the numerator of which is the aggregate amount of the Capital Contribution by such Member to the Company and the denominator of which is the aggregate amount of Capital Contributions of all Members to the Company, as of the date such Sharing Ratio is being determined; provided, that a Capital Contribution made by a Memberafter the date of this Agreement that is included in calculating a Project Sharing Ratio shall not

11

be included in calculating the Sharing Ratio. A Member may have a Project Sharing Ratio that is different from its Sharing Ratio for one or more Projects as contemplated by, and calculated in accordance with, Section 6.4. For purposes of calculating Sharing Ratios (including any Project Sharing Ratios), any Excess Fair Grounds Contributions shall be excluded from the definition of Capital Contributions. As of the date of this Agreement, the Sharing Ratio of Autotote is seventy percent (70%) and the Sharing Ratio of Arena is thirty percent (30%). The Sharing Ratio may be adjusted from time to time in accordance with the provisions of Section 6.4(c).

(iii)“Trackplay Product” shall have the meaning set forth for such term in the Joint Venture Agreement.

(jjj)“Subsidiary” of any person, shall mean any corporation, partnership, limited liability company, or other entity of which such person owns, directly or indirectly, securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions.

(kkk)“Transfer” shall mean to sell, assign, exchange or otherwise dispose of, or to mortgage, pledge, grant, hypothecate, or otherwise encumber.

(lll)“Treasury Regulations” shall mean the regulations promulgated pursuant to the Code (including Temporary Regulations), and any citation to any Treasury Regulations shall include any amendments or successors thereto.

Other capitalized terms used in this Agreement but not defined above shall have the meanings given to such terms in this Agreement.

12

ARTICLE II

Formation and Name: Articles of Organization

2.1Name. The Members have formed a limited liability company under the Act under the name Trackplay LLC. The Board may change the name of the Company or adopt such trade or fictitious names as it may determine.

2.2Formation. The Company was formed on June 14, 2001 by the filing of the Certificate with the Secretary of State of the State of Delaware. The Members, Managers and/or officers shall execute and file, if required, such further documents (including amendments to the Certificate) and shall file, record, publish and do such other acts and take such further action as shall be appropriate to comply with the requirements of law for the formation and operation of a limited liability company in all other countries and states where the Company may elect to do business.

ARTICLE III

Term

3.1Term. The Company commenced as of the date of the filing of the Certificate with the Secretary of State of the State of Delaware and (unless the term shall be extended by amendment to the Agreement and the Certificate in accordance with the procedures for the amendment thereof set forth herein) shall continue until the occurrence of an event requiring the Company to be dissolved and its affairs wound up under the Act or the terms of this Agreement.

13

ARTICLE IV

Business of the Company: Title to Company Property

4.1Business of the Company. The business of the Company shall be (a) to develop and market the Trackplay Product by means of Internet Protocol Rights (as defined in the Joint Venture Agreement) in the pari-mutuel fixed odds and/or sports betting field to licensed totalisator owners, operators and managers (the “Primary Business”), together with such other activities as may be necessary, advisable or convenient to the promotion or conduct of the Primary Business of the Company as aforesaid, including, without limitation, the incurring or refinancing of indebtedness and the granting of liens and security interests on the real, personal and other property of the Company to secure the payment of such indebtedness as permitted by this Agreement; and (b) to engage in any lawful act or activity in which limited liability companies may engage under the Act. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Article IV.

4.2Title to Company Property. All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property. The Company may hold any of its assets in its own name or in the name of its nominee, which nominee may be one or more Persons.

14

ARTICLE V

Principal Place of Business; Registered Agent

5.1Principal Place of Business; Registered Agent. The principal place of business of the Company shall be c/o Autotote Systems, Inc., 100 Bellevue, P.O. Box 6009, Newark, Delaware 19714-6009. The registered agent of the Company shall be as stated in the Certificate or as otherwise determined by the Board.

ARTICLE VI

Contributions

6.1Contributions and Initial Sharing Ratios of the Members. Each Member has contributed the cash and assets set forth opposite such Member’s name on Exhibit A hereto under the column captioned Initial Capital Contribution (the “Initial Capital Contribution”). The initial Sharing Ratios of such Members is as set forth in Section 1.1(hhh) and on Exhibit A. Any changes in the Members or in the Sharing Ratio (including the assignment of, and any changes in, any Project Sharing Ratio) of any Member shall be reflected in an amendment to Exhibit A of this Agreement.

6.2Required Budgeted Additional Capital Contributions. The Annual Budget adopted by the Board shall include a schedule of the amount and timing of additional capital contributions budgeted to be made by each Member during the Fiscal Year covered by such budget for each item or category in the Annual Budget (the “Budgeted Additional Contributions”). The Board shall determine (by the affirmative vote of at least four (4) Managers present at a meeting at which a quorum is present) not later than 30 days prior to the due date for each Budgeted Additional Contribution (a “Scheduled Payment Date”) whether,

15

and how much of, the Budgeted Additional Contribution will be required, including any amounts required to be contributed for that budget item or category that exceed the Budgeted Additional Contribution for that budget item or category (all additional capital contributions, which the Board determines Members must contribute pursuant to this Section 6.2 are referred to as “Required Budgeted Additional Contributions”).The CEO or any other officer of the Company shall notify each Member of its Required Budgeted Additional Contribution not later than thirty (30) days prior to the due date for such payment. The Required Budgeted Additional Contributions shall be made pro rata by each Member in cash or in current funds in accordance with the Sharing Ratios (or if the Required Budget Additional Contribution is for a Project for which a Member has a separate Project Sharing Ratio, in accordance with the applicable Project Sharing Ratio) for such Members in effect on the applicable payment date; provided, however, that any Capital Contribution in excess of an aggregate of US$2,500,000 required for the development and promotion of the Fair Grounds Technology shall be made solely by Autotote.

6.3Required Non-Budgeted Additional Capital Contribution. The Board may at any time and from time to time determine that the Company requires additional capital contributions that are not included within the Budgeted Additional Contribution or otherwise covered by Section 6.2 (a“Required Non-Budgeted Additional Contribution”). A determination that Members must make a Required Non-Budgeted Additional Contribution shall require the affirmative vote of at least four (4) Managers. The CEO, or any other officer of the Company, shall notify each Member of its Required Non-Budgeted Additional Contribution not later than 30 days prior to the due date for such payment, which notice shall specify the date on or before which such funds are required by the Company and the purposes for which such funds

16

are required. The Required Non-Budgeted Additional Contribution shall be made pro rata by each Member in cash or in current funds in accordance with the Sharing Ratios (or if the Required Non-Budgeted Additional Contribution is for a Project for which a Member has a separate Project Sharing Ratio, in accordance with the applicable Project Sharing Ratio) for such Member in effect on the applicable payment date; provided, however, that any capital contribution in excess of an aggregate of US$2,500,000 required for the development and promotion of the Fair Grounds Technology shall be made solely by Autotote.

6.4Failure to Make Additional Capital Contributions. If a Member (a “Non-Contributing Member”) fails to pay its proportionate share of an Additional Capital Contribution to the Company on the due date for such payment (the “Due Date”), the CEO shall deliver to all Members written notice of the Non-Contributing Member’s default (the “Deficiency Notice”). The Deficiency Notice shall specify the portion of the Additional Capital Contribution which the Non-Contributing Member failed to make and the date on or before which such funds are finally required by the Company, which date shall not be earlier than five (5) days after the date of the Deficiency Notice (the “Final Payment Date”).

(a)           If the Additional Capital Contributions are required primarily to enable the Company to initiate a new project, transaction or other venture or acquire a business or portion thereof (in each case, which is or is intended to be, operated by the Company as a distinct, stand alone business the profits and losses of which are capable of being segregated from the profit and losses of the other businesses of the Company) (the “New Targeted Business”), and the Non-Contributing Member has not contributed the full amount of its proportionate share of the Additional Capital Contribution required to be paid by the Final Payment Date, then:

17

(i)the Members who are not Non-Contributing Members (the “Other Members”) acting alone by the affirmative vote of a majority of such Other Members shall elect whether the Company shall initiate, acquire or operate the New Targeted Business; and if the Other Members elect to initiate, acquire or operate the New Targeted Business, such Other Members shall: (A) contribute the balance of the Capital Contributions so required pro rata in accordance with each Other Member’s Sharing Ratio relative to each other or such other proportion as they may agree upon; and (B) indemnify and hold harmless the Non-Contributing Member from any loss, liability, damage or other obligation (“Liabilities”) incurred by such Non-Contributing Member which (1) relate solely to, or result solely from, the operation of the New Targeted Business and (2) which are incurred solely by virtue of being a Member of the Company. With respect to claims made by a Non-Contributing Member against the Other Members, the foregoing indemnity shall cover only direct damages or other Liabilities which may be incurred by the Non-Contributing Member and shall not include, and the Other Members shall not be obligated to indemnify or hold harmless the Non-Contributing Member for, any claim made by a Non-Contributing Member against the Other Members for special, incidental, indirect, punitive or consequential damages or other Liabilities, or damages or other Liabilities for lost revenue or lost profits, whether foreseeable or not (collectively, “Special Damages”). The foregoing indemnity shall cover both direct damages and Special Damages with respect to claims made by a third party against Non-Contributing Members that are otherwise covered by such indemnity.

18

(ii)any portion of the Additional Capital Contribution paid by the Non-Contributing Member shall be returned to such Non-Contributing Members without interest;

(iii)Notwithstanding anything herein or in the Joint Venture Agreement to the contrary:

(A)the Non-Contributing Members shall not be entitled to any Profits, Losses, Distributable Cash or other assets or benefits of any kind from such New Targeted Business, and shall be deemed to have a zero (0%) percent Project Sharing Ratio with respect to such New Targeted Business; and

(B)the Non-Contributing Members and their respective representatives on the Board shall have no voting or other rights with respect to matters relating to the ownership or operation of, or otherwise relating to, such New Targeted Business which do not (1) directly and adversely affect the Fair Grounds Project or any other Project in which such Member has a Project Sharing Ratio that is 20% or more or (2) impose directly any obligation on any Non-Contributing Member (after giving effect to the provisions of Section 6.4(a)(i)). Each Member understands, acknowledges and agrees that the foregoing shall act as a waiver of its rights under Section 10.3 of this Agreement and Schedule 2 of the Joint Venture Agreement, to the extent necessary to a effectuate the foregoing. The “Fair Grounds Project” shall mean the development and promotion of the Fair Grounds Technology by the Company.

(iv)The Non-Contributing Member shall have no further rights or obligations to make any Capital Contributions with respect to such New Targeted Business;

19

(v)Each Other Member shall be assigned a Project Sharing Ratio solely for such New Targeted Business which shall be equal to 100% multiplied by a fraction, (i) the numerator of which is the applicable amount of Capital Contributions made by such Other Member to such New Targeted Business; and (ii) the denominator of which is the aggregate amount of Capital Contribution made by all Other Members for such New Targeted Business, at the date such Project Sharing Ratio is determined; and

(vi)the failure of the Non-Contributing Member to have paid its full amount of the Additional Capital Contribution shall be deemed to be a “material default” (with the requisite notice deemed given and requisite grace period deemed passed) for purposes of determining whether a Material Persistent Default has occurred under this Agreement and the Joint Venture Agreement, unless such default is waived in writing by the Other Members.

(b)If the Additional Capital Contributions are required primarily to enable the Company to continue to develop or operate an already existing project, transaction, other venture or business or interest therein (in each case which is, or is intended to be, operated by the Company as a distinct stand alone business the profits and losses of which are capable of being segregated from the profits and losses of the other businesses of the Company) (the “Existing Targeted Business”) and the Non-Contributing Member has not contributed the full amount of its proportionate share of the Additional Capital Contribution required to be paid by the Final Payment Date, then:

(i)each Other Member may (A) pro rata (in proportion to the Sharing Ratios or Project Sharing Ratios of all the Other Members relative to each other or in such other proportions as the Other Members may agree upon), make the Additional Capital Contribution to

20

the Company which the Non-Contributing Member failed to make or (B) elect to have the portion of the Additional Capital Contribution paid by such Other Members returned to such Other Members by the Company;

(ii)the Members shall be assigned a Project Sharing Ratio solely for such Existing Targeted Business which shall be equal to 100% multiplied by a fraction, the numerator of which is the sum of the Member’s Capital Contributions with respect to such Existing Targeted Business and the denominator of which is the sum of the Capital Contributions of all the Members with respect to such Existing Targeted Business. For purposes of this Section 6.4(b), a Member’s Capital Contributions shall include the amount (if any) of the Additional Capital Contribution contributed by the Member for the Existing Targeted Business pursuant to Sections 6.2, 6.3 or 6.4, and if the Existing Targeted Business is the Fair Grounds Technology, Autotote’s Capital Contributions (for purposes of both the numerator and the denominator) shall exclude any Excess Fair Ground Contributions contributed to the Company;

(iii)the failure of the Non-Contributing Member to have paid its full amount of the Additional Capital Contribution shall be deemed to be a “material default” (with the requisite notice deemed given and the requisite grace period deemed passed) for purposes of determining whether a Material Persistent Default has occurred under this Agreement and the Joint Venture Agreement, unless such default is waived in writing by the Other Members.

(c)If the Additional Capital Contribution are required primarily for the general operation and management of the Company or for any other purpose other than those specified in Section 6.4(a) or Section 6.4(b), but not for initiating, acquiring or operating a New Targeted Business or an Existing Targeted Business:

21

(i)the Sharing Ratios for the Members shall be adjusted as follows: the Sharing Ratio of each Member shall be equal to 100% multiplied by a fraction, the numerator of which is the sum of the Member’s Capital Contributions, and the denominator of which is the sum of the Capital Contributions of all the Members. For purposes of this Section 6.4(c), a Member’s Capital Contribution shall include the amount (if any) of the Additional Capital Contribution contributed by the Member pursuant to Sections 6.2, 6.3 or 6.4 and shall exclude (for purposes of both the numerator and the denominator) any Excess Fair Grounds Contributions contributed to the Company by Autotote and shall exclude any Capital Contribution made by any Member after the date of this Agreement that is included in calculating a Project Sharing Ratio; and

(ii)the failure of the Non-Contributing Member to have paid its full amount of the Additional Capital Contribution shall be deemed a “material default” (with the requisite notice deemed given and the requisite grace period deemed passed) for purposes of determining whether a Material Persistent Default has occurred under this Agreement or the Joint Venture Agreement, unless such default is waived in writing by the Other Members.

(d)(i)In the event that (A) one of the Members fails to pay to the Company such Member’s proportionate share of the Additional Capital Contributions and (B) thereafter an amount of Losses otherwise allocable to such Non-Contributing Member pursuant to Section 8.1 would cause such Non-Contributing Member to have an Adjusted Capital Account Deficit while the Other Member or Other Members do not have an Adjusted Capital Account Deficit (such Other Member or Other Members with positive Adjusted Capital Account balances hereinafter referred to as “Contributing Members”), then, notwithstanding Section 8.1

22

hereof, all Losses shall be allocated to the Contributing Members in proportion to their Sharing Ratios or their Project Sharing Ratios, as the case may be. Notwithstanding the foregoing, in no event shall Losses of the Company continue to be allocated to any Contributing Member pursuant to this Section 6.4(d)(i) if such allocation would cause such Member to have an Adjusted Capital Account Deficit as of the end of such Fiscal Year.

(ii)           Before allocating Profits pursuant to Section 8.1 hereof, Profits shall first be allocated to each Contributing Member, in reverse order of allocations of Losses pursuant to Section 6.4(d)(i), in proportion to, and to the extent of, the excess, if any, by which the Losses allocated to such Contributing Member pursuant to Section 6.4(d)(i) for all prior Fiscal Years exceed the cumulative Profits allocated to such Member pursuant to this Section 6.4(d)(ii) for all prior Fiscal Years.

(e)           Except as otherwise provided in this Agreement, no Member shall be required to contribute any additional capital to the Company.

6.5          No Withdrawal of Capital. A Member shall not be entitled to withdraw any part of such Member’s capital or to receive any distribution from the Company, except as specifically provided in this Agreement. No interest shall be paid on any capital contributed to the Company.

6.6          No Liability for Debts of the Company. Except as otherwise provided by applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Members, the Managers, the officers, nor any Person affiliated with a Member, a Manager or an officer shall be obligated personally for any such debt, obligation or liability of the Company

23

solely by reason of being a Member, acting as the Manager or an officer or being an Affiliate of any of them.

6.7          No Obligation to Restore Negative Balances in Capital Accounts. No Member with a negative balance in such Member’s Capital Account shall have any obligation to the Company or the other Members to restore such negative balance.

ARTICLE VII

Capital Accounts of Members

7.1          Capital Accounts. The Company shall establish and maintain for each Member a separate capital account (“Capital Account”) in accordance with the Code. The Capital Account of each Member shall be (a) credited with (i) the amount of any cash and the Agreed Value of any asset contributed by such Member to the Company, (ii) such Member’s distributive share of Profits and any items of income or gain which are specially allocated to such Member and (iii) the amount of any Company liabilities assumed by such Member or which are secured by any asset distributed to such Member, and (b) decreased by (i) the amount of cash distributed to the Member, in its capacity as a Member, by the Company, (ii) such Member’s distributive share of Losses and any items of expense, deduction or loss allocated to such Member, (iii) the Agreed Value of any asset distributed to the Member by the Company, and (iv) the amount of any liabilities of such Member assumed by the Company or which are secured by any asset contributed by such Member to the Company. In determining the amount of any liability for purposes of (a) (iii) and (b) (iii) of this subsection, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations.

24

7.2          Substituted Members. Any substituted Member shall succeed to the Capital Account of the transferor with respect to the portion of the Membership Interest acquired, which Capital Account shall then be further adjusted, as necessary, to reflect any election made by the Company with respect to such acquisition pursuant to Sections 734, 743 and 754 of the Code in accordance with Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations.

7.3          Compliance with Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Treasury Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Board shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or the Members) are computed solely in order to comply with such Regulations, the Board may make such modifications, provided that they will not have a material effect on the amounts distributable to any Member upon the dissolution of the Company.

ARTICLE VIII

Allocation of Profits and Losses

8.1          Allocation of Profits and Losses. Subject to Section 6.4(d) hereof, the Profits or Losses of the Company for any Fiscal Year shall be allocated to the Members in accordance with their respective Sharing Ratios, and in the case of Profits and Losses generated or incurred by a Project, in accordance with their respective Project Sharing Ratios for that Project.

25

8.2          Allocations upon Transfer or Admission. If all or any part of any Membership Interest in the Company is transferred or assigned in accordance with the provisions of this Agreement at any time other than at the end of the Fiscal Year of the Company, or if the interest of any Member or Members changes (including, without limitation, as a result of the admission of a new Member), the amount, in respect of such Membership Interest, of Profits, Losses, and any items of income, gain, deduction or loss as computed both for Company “book” purposes and for federal income tax purposes, shall be allocated to the Member whose Membership Interest was transferred, assigned or changed (as the case may be) in the same ratio as the number of days in such year before the date of such transfer, assignment or change (as the case may be) bears to the number of days in the entire year, the remainder to be allocated to the transferee, assignee or new Member (as the case may be), provided that the amount of Company Profits, Losses, and any items of income, gain, deduction or loss arising out of a Capital Transaction shall be allocated to whoever holds the Membership Interest on the date such Profits, Losses, or other items are earned or incurred.

8.3          Elections. Any elections or determinations required or permitted to be made by the Company under the Code will be made by the Board.

8.4          Special Allocations.

(a)           Notwithstanding any other provision of this Agreement, if there is a net decrease in Company Minimum Gain during any year, each Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent Fiscal Years) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Section 1.704-2(g) of the Treasury Regulations. Allocations

26

pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to Section 1.704-2(g) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f)(6) of the Treasury Regulations. This Section 8.4(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

(b)           Notwithstanding any other provisions of this Agreement except Section 8.4(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This Section 8.4 (b) is intended to comply with the minimum gain chargeback requirements in Section 1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith.

(c)           In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-

27

1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 8.4(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 8 have been tentatively made as if this Section 8.4(c) were not in the Agreement.

(d)           In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, each such Member shall be specially allocated items of income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.4(d) shall be made only if and to the extent that such Member would have a deficit in excess of the amount that such Member is so deemed or obligated to restore after all other allocations provided for in this Article 8 have been made as if Section 8.4(c) and this Section 8.4(d) were not in the Agreement.

(e)           All Nonrecourse Deductions of the Company for any Fiscal Year, other than Nonrecourse Deductions attributable to Member Nonrecourse Debt, shall be allocated to the Members in accordance with their Sharing Ratios.

(f)            Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the

28

Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

(g)           The allocations set forth in this Section 8.4 (the “Regulatory Allocations”) shall be taken into account in allocating items of income, gain and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

(h)           Any item of Company income, gain, loss, deduction or credit attributable to property contributed to the Company, solely for tax purposes, shall be allocated among the Members in accordance with the principles set forth in Section 704(c) of the Code and the Treasury Regulations so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value. In the event any Company asset is revalued (pursuant to Section 1.1(m)(ii) hereof), subsequent allocations of income, gain, loss, deduction and credit with respect to such asset shall take account, in an equitable fashion, of any variation between the adjusted basis of such asset for federal income tax purposes and its Carrying Value in the same manner as under Code Section 704(c) and the Treasury Regulations as in effect at the time such Carrying Value is adjusted.

ARTICLE IX

Distributions

9.1          Distributable Cash. As used herein, “Distributable Cash” means, with respect to any fiscal period, or with respect to a Capital Transaction or a Financing, the excess of all cash receipts of the Company from any source whatsoever, including, without limitation, normal

29

operations, Capital Transactions, proceeds of Financings, Capital Contributions of Members and any and all other sources, after payment of, or provision for, all expenses and obligations currently due, reasonable reserves for working capital, capital improvements and other contingencies. Distributions which are not substantially in accordance with the applicable approved Annual Budget or contemplated in Section 9.2 or 9.3 shall require the consent of the at least four (4) Managers. Not less than ten (10) days prior to the proposed distribution of Distributable Cash with respect to any fiscal period or with respect to a Capital Transaction or Financing, the CEO or any other officer shall provide the Members with written certification of the Board (the “Distribution Notice”) which shall include (i) the amount of Distributable Cash to be distributed (ii) the proposed distribution date, and (iii) a summary of the calculations upon which the Board determined such funds to be Distributable Cash. If any Member shall in good faith disagree with the Board’s determination that all or a portion of the proposed distribution qualifies as Distributable Cash, such Member shall so notify the Board in writing (an “Objection Notice”) within seven (7) days after the receipt of the Distribution Notice. The Objection Notice shall set forth in reasonable detail the basis on which the Member objects to the Board’s calculation of Distributable Cash. Upon receipt of an Objection Notice, the Board shall not distribute the Distributable Cash unless and until it has received, and provided to each Member, a written certification from the Company’s independent auditor, or another independent auditor or auditing firm, substantially to the effect that the amount of funds proposed to be distributed by the Board qualifies as Distributable Cash pursuant to the terms of this Agreement.

9.2          Distributions. Subject to Section 9.1 and Section 9.3 and any restrictions imposed by any lender to the Company, distributions of Distributable Cash shall be made at such

30

times and in such amount as the Board from time to time shall determine. Distributable Cash arising from operations of the Company for any Fiscal Year shall be distributed to the Members in accordance with the Members’ respective Sharing Ratios (and in the case of Distributable Cash from any particular Project, in accordance with the Project Sharing Ratios for such Project).

9.3         Tax Distributions. To the extent that there is Distributable Cash and subject to any restrictions which may be imposed by any lender to the Company and the other provisions of this Section 9.3, the Company shall distribute to each Member (a “Tax Distribution”), in accordance with its respective Sharing Ratio (and in the case of any Project, the Project Sharing Ratios for such Project), (i) within 45 days after the end of each of the first three quarters of each Fiscal Year, an amount equal to one-quarter of the Profits estimated by the Company with respect to such Fiscal Year, multiplied by the combined federal, state and local tax rate for general business income applicable to corporations subject to tax on such income in New York City and New York State, unless one of the Members is actually subject to a higher combined rate, in which case that higher rate would be the applicable tax rate for all Members (the “Effective Tax Rate”), and (ii) within 90 days after the end of each Fiscal Year, an amount equal to the Profits with respect to such Fiscal Year, multiplied by the Effective Tax Rate (“Actual Annual Tax Distribution Amount”), less all distributions made in respect of such taxes during such Fiscal Year; it being understood that any distribution made to any Member hereunder shall be made to all Members (based on their respective Sharing Ratios and, in thecase of any Project, the Project Sharing Ratios for such Project) whether or not any such Member shall actually be required to make any tax payment in respect of such Fiscal Year. If any of such funds are not available for distribution, such amount shall be carried forward and distributed to

31

the Members as soon as sufficient funds are available as Distributable Cash before any subsequent distributions are made by the Company. If in any Fiscal Year, Tax Distributions are made to a Member which exceed the Actual Annual Tax Distribution Amount payable to such Member, the excess amount paid shall be applied to the immediately succeeding Tax Distributions or other distributions payable by the Company until the full amount of the excess has been applied, and the amount of Distributable Cash or other cash otherwise to be distributed by the Company during succeeding fiscal quarters and Fiscal Years pursuant to this Section 9.3 or otherwise, shall be reduced accordingly.

9.4          Withholding Taxes. The Company is authorized to withhold any amounts required to be withheld from distributions to a Member pursuant to any provision of the Code or any foreign, state or local tax law. In the event that the Company is required to withhold, deposit or pay any tax on behalf of a Member with respect to the taxable income of the Company allocable to such Member for any Fiscal Year, such deposit or payment shall be treated as an advance recoverable from future distributions of Distributable Cash to the Member. To the extent that such advances to a Member for a Fiscal Year exceed the Distributable Cash distributable to theMember pursuant to Article IX for such Fiscal Year, and have not been recovered from any other distributions of Distributable Cash or been applied against excess Tax Distributions, such advances shall be repaid by the Member to the Company within 105 days of the end of the Fiscal Year.

9.5          Distributions to Owners of Record.Distributions shall be made only to persons who according to the books and records of the Company are the owners of record of Membership Interests on the date of distribution. Neither the Members nor the Company shall incur any

32

liability for making distributions in accordance with the previous sentence, whether or not the Members have knowledge or notice of any transfer of ownership of any Membership Interest.

9.6          Distributions Generally. To the extent any distributions pursuant to this Agreement were incorrectly made, as determined by the financial statements or independent certified public accountants of the Company, the recipients shall promptly repay all incorrect payments and the Company shall have the right to set off any such incorrectly paid amount against any current or future sums owing to such recipients. In the event any proceeds available for distribution consist of items other than cash (i.e., notes, mortgages, payments in kind), the Members shall be entitled to their pro rata shares of each such asset, in accordance with the aggregate amount of proceeds due them, respectively. In determining the Capital Accounts of the Members for purposes of Section 8.1, the amount by which the fair market value of any property to be distributed in kind to the Members exceeds or is less than the tax basis of such assets, to the extent not otherwise recognized by the Company shall betaken into account as if such gain or loss were recognized by the Company.

ARTICLE X

Management of the Company

10.1        Management of the Company. (a) The Members hereby unanimously agree that the responsibility for management of the business and affairs of the Company shall be delegated to a Board of Managers (the “Board”), subject to the limitations set forth in Section 10.3. Except as otherwise provided for in this Agreement or in the Act, the Board, acting through its Managers and the Company’s officers and employees, shall have full, exclusive and complete authority and discretion to manage the business and affairs of the Company, to make

33

all decisions affecting the business and affairs of the Company and to take all such actions as the Board deems necessary or appropriate to accomplish the purposes of the Company. The Board shall have the sole power to bind the Company, except as expressly delegated to any other person or entity by the Board. The authority granted to the CEO of the Company pursuant to paragraph (e) of this Section shall be an express delegation by the Board of the power to bind the Company to the extent provided in such paragraph. The Board shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done, at the expense of the Company, any and all acts deemed by the Board to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. No Member shall have authority for the Company solely by virtue of being a Member.

(b)           The Board shall at all times be composed of five (5) Managers (each, a “Manager”). Autotote shall appoint three individuals to serve as Managers on the Board and Arena shall appoint two individuals to serve as Managers on the Board; provided, however, that if the Sharing Ratio of Autotote or Arena shall be less than 20% such Member shall have no right to appoint any Manager to the Board. If a Member loses the right to appoint Managers to the Board, the term of all Managers previously appointed by the Member shall automatically terminate immediately without further action on the part of any Member or Board or any other Person, and the Member whose Sharing Ratio is 20% or greater shall have the right to appoint the Managers to fill the vacancies created by such automatic termination. Subject to the foregoing and the provisions of Section 10.3, each Manager shall serve until such time as he or she resigns, retires, dies or is removed. Any Manager may be removed with or without cause by the Member who appointed such Manager. Except as otherwise provided herein, upon the

34

resignation, retirement, death or removal of any Manager, the Member who appointed such Manager shall designate the replacement Manager.

(c)(i)The Board shall meet at the principal offices of the Company or at such other place within or outside the State of Delaware, (i) at least once each calendar quarter (unless such meeting shall be waived by all of the Managers); (ii) at such other times as may be determined by the Board; or (iii) at such other time(s) as at least two (2) Managers may request, in each case subject to the provisions of Section 10.1(c)(ii). Meetings may be held by telephone or by means of similar communications equipment which allows all persons participating in such meeting to hear each other at the same time (“Telephone”). No action may be taken at a meeting of the Board unless a quorum consisting of at least four (4) Manager are present in person or by Telephone.

(ii)Notice of each meeting of the Board shall be given by the Chairman of the Board, the CEO, or the Secretary as hereinafter provided in this Section 10.1, which notice shall state the time and place of the meeting and the purpose(s) of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each Manager, addressed to such Manager at such Manager’s residence or usual place of business, by registered mail, return receipt requested at least five (5) days before the day on which such meeting is to be held, or shall be sent addressed to such Manager at such place, or be delivered to such director, personally, by facsimile or by telephone, at least two (2) days before the time at which such meeting is to be held. Notice of any such meeting need not be given to any Manager who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Neither

35

the business to be transacted nor the purpose of any meeting of the Board need by specified in any written waiver of notice.

(iii)Once a quorum for the transaction of business has been established at any meeting of the Board it may not be broken by the departure of any Manager or Managers. In the absence of a quorum at any meeting of the Board, a majority of the Managers present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the Managers who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other Managers. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The Managers shall act only as a Board and the individual Managers shall have no power as such.

(d)Subject to Section 10.3, each Manager shall be entitled to cast one vote with respect to any decision made by the Board. Subject to Section 10.3 or any other provision of this Agreement expressly requiring the vote of a different number of Managers, any action to be taken by the Board shall require the affirmative vote of a majority of the Managers present at meeting at which a quorum is present. Approval or action by the Board shall constitute approval or action by the Company and shall be binding on the Members. Any action to be taken by the Board may be taken without a meeting if consents in writing setting forth the action so taken are signed by at least the same number of Managers whose vote would be required if the action were voted upon at a meeting of the Board at which all Managers are present. If a Manager is unable

36

to attend a meeting, he or she may, in writing, authorize another person to attend such meeting and to vote in his or her place.

(e)The Board shall appoint a Chief Executive Officer of the Company (the “CEO”) who shall, subject to the supervision and authority of the Board, have responsibility and authority for management of the day-to-day operations of the Company, and may execute agreements and contracts on behalf of the Company, subject to any required authorization by the Board.

(f)The Board shall appoint a Secretary of the Company who shall record or cause to be recorded, the proceedings of the Board and the Members and shall keep, or cause to be kept, at the principal offices of the Company or at such other place as the Mangers may direct, a book of minutes of all meetings and actions of the Board and the Members.

(g)The Board may appoint other officers of the Company (including, but not limited to, a chairman of the board, assistant secretary, one or more vice presidents and a treasurer) upon terms and conditions the Board deems necessary and appropriate. Any officer shall hold his or her respective office unless and until such officer is removed by the Board and shall have such rights and powers as may from time to time be designated by the Board.

10.2Business Plan and Annual Budget. The Board shall, not less than sixty (60) days before the end of each Fiscal Year, adopt (a) a business plan for the next Fiscal Year (the “Business Plan”); (b) an annual operating and capital budget for the next Fiscal Year (the “Annual Budget”) which shall include projected profit and loss statement, balance sheet, statement of cash flow and capital expenditures and a schedule of projected capital and other payments required to be made by each Member for that Fiscal Year; and (c) a projected

37

investment budget for the next three (3) Fiscal Years, which shall include projected capital investments for the next three (3) Fiscal Years. Upon approval of the Annual Budget, the CEO and any other officers so empowered by the Board or the CEO, shall have the right, without further consent or approval by the Members or the Board, to incur and pay the operating and capital expenses set forth in such approved Annual Budget (or in any approved modification to such budget), and each Member shall be required to contribute its pro rata portion of Additional Capital Contributions in accordance with the provisions of Article VI.

10.3Limitations on Authority. Notwithstanding anything in this Agreement, any of the following action by the Company or one its subsidiaries shall require the affirmative vote of at least four (4) Managers; provided, however, that, notwithstanding anything in this Section 10.3 or elsewhere in this Agreement or the Joint Venture Agreement to the contrary, if the Project Sharing Ratio of any Member with respect to a Project is less than 20% (a “Disqualified Member”), then the Managers designated by the Members who are not Disqualified Members may act by majority vote of all such Managers on all matters relating to such Project, and any Manager designated by the Disqualified Member shall have no vote and shall not be empowered to act on any such Project or related matters.

(a)Adoption of the Annual Budgets and Business Plans;

(b)Adoption of the three (3) year investment budgets for the Company;

(c)Any amendment to the Company’s Certificate of Formation;

(d)Any sub-division, purchase, redemption, reversion or cancellation or issuance of any Membership Interests of the Company;

38

(e)Any reorganization or modification of any class or series of Membership Interests of the Company;

(f)The issuance or creation of any option or any other right to acquire any Membership Interests in the Company or any subsidiary of the Company;

(g)The declaration or payment of any dividend or distribution of cash or property or other distribution of Profits except as set forth in Section 9.2 and 9.3;

(h)Any material change in the nature of the trade or business of the Company;

(i)Any delegation of the powers of the Board to any committee, agent or other third party not an officer of the Company;

(j)Any winding up or dissolution of the Company; the making of any assignment for the benefit of any creditor of the Company; and any appointment of a liquidator or receiver for the assets of the Company;

(k)Renewing, extending or continuing any loss making business contract as determined in accordance with GAAP; the Members will evaluate on a quarterly basis whether to continue any loss making business contract;

(l)Any transfer of any material part of the Company’s rights or undertakings;

(m)Except with respect to a Permitted Loan (as defined in Subsection (o) below), the creation of any lien or mortgage or other encumbrance over or in respect of any of the Company’s rights, assets or undertakings or indemnity or security for any purpose;

(n)Except with respect to a Permitted Loan, the giving of any pledge or guarantee or indemnity or security for any purpose;

39

(o)The borrowing or lending or advancing of any money (other than trade credit or other loans or advances from vendors, suppliers or a Member (or any affiliate) in each case in the ordinary course of business) resulting in the Company’s aggregate outstanding loans, advances and borrowings exceeding 10% (or such larger percentage as may subsequently be agreed in writing by the Members) of the Members’ equity as reported on the Company’s most recent balance sheet (any loan, advance or borrowing not requiring the consent, or having received the consent, of four (4) managers is referred to herein as a “Permitted Loan”);

(p)The sale, transfer, lease, assignment or disposal of any material part of the property of assets of the Company otherwise than in the ordinary course of business;

(q)Any payment made to any Member, Manager or officer of the Company or any corporation or partnership or other entity in which a Member, Manager or officer of the Company has an interest, other than payments made in relation to services of personnel provided pursuant to paragraphs 9(a) through 9(d) inclusive of the Joint Venture Agreement or pursuant to agreements entered into in accordance with any such section of the Joint Venture Agreement.

(r)The purchase of any asset(s) by the Company involving expenditure by the Company of more than US$100,000;

(s)The disposal of any asset(s) by the Company whose selling price is equal to or in excess of US$100,000;

(t)Any consolidation merger or amalgamation of the Company or any subsidiary thereof with any other Person;

(u)The creation or entry by the Company into any partnership or joint venture having a contract value in excess of US$100,000;

40

(v)Any acquisition or disposal by the Company of any shares, debentures, mortgages or other securities;

(w)The acquisition, formation or disposal by the Company of any subsidiary or any shares in any subsidiary;

(x)If the Company enters into, renews, terminates, materially amends, assigns or fails to enforce any:

(i)agreement for borrowed money other than Permitted Loans;

(ii)substantial long-term contract, including the acquisition or disposal of any real property, (whether owned or leased);

(iii)contract with or obligation to any Member, Manager or officer of the Company or any affiliate of any such person;

(iv)arrangement by the Company involving expenditure exceeding US$100,000;

(v)contract between the Company and any other Person for the Company’s services which: (i) contains terms that are less favorable to the Company than the Company would typically obtain in an arms’-length negotiated contract with an unaffiliated Person for similar services; and (ii) which is entered into in connection with, or is otherwise linked to the making or extension, of totalisator, sales and services or license agreements with Scientific Games Corporation or any of its Affiliates (including Autotote); or

(vi)escrow agreement in relation to the source code or object code for the Trackplay Product (or any component thereof).

41

(y)If the Company incurs any item of expenditure, or related items of expenditure in the aggregate, in excess of US$500,000 in any Fiscal Year;

(z)The borrowing of any money or obtaining any advance or credit in any form by the Company other than Permitted Loans;

(aa)The commencement or conduct by the Company of any legal proceeding;

(bb)Any change in the tax or accounting policies of the Company, including those relating to the valuation of stock or rights therein; provided, however, that none of the following matters by itself shall be considered a change in the tax or accounting policies of the Company and shall not require the approval of four (4) Managers: (1) the defense of tax audits or prosecution of refund claims; (2) the settlement of tax disputes with tax authorities; (3) the extension of the statute of limitations for tax assessment and collection purposes; and (4) the preparation and filing of the Company’s tax returns in accordance with the Company’s most recent prior practice. The Company shall provide the Members who are not Disqualified Members advance notice of, and reasonable opportunity to comment in advance, of the matters set forth in clauses (1), (2) and (3), and shall provide notice of the matters set forth in clause (4) in accordance with Section 11.1(a)(ii)(C); provided, however, that failure to provide such notice or opportunity to comment by itself shall not prevent the Company from taking any of the foregoing actions without the approval of four (4) Managers and the approval of four (4) Managers shall not be required in connection with such matters unless in the process of taking such action the Company has, in fact, changed its tax or accounting policy.

42

(cc)For British tax purposes, the surrender or acceptance of any trading losses or other amounts eligible for relief from Corporation Tax or the benefit of the whole or part of any surplus Advance Corporation Tax;

(dd)The appointment, removal or dismissal or variation of the terms of the appointment of the Company’s outside accountants, or the executive officers of the Company.

(ee)Any change to the Company’s Fiscal Year;

(ff)The establishment by the Company of any option plan or other equity ownership plan for the benefit of the Company’s employees; or

(gg)subject to the provisions of Section 10.5(b), the conduct of business by the Company outside the United States.

10.4Indemnification.(a) The Company hereby agrees to indemnify and save harmless the Members, the Managers and their respective officers, directors, employees and shareholders (each an “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, costs and expenses, including, without limitation, (i) amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and (ii) reasonable counsel fees and other costs and expenses of investigating or defending against any claim or alleged claim, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “Damages”), that are incurred by an Indemnified Party and arise out of or in connection with the business of the Company, including such claims between the Company and an Indemnified Party or between an Indemnified Party and third parties or otherwise, provided that no indemnification may be made to or on behalf of an Indemnified Party if a judgment or other final adjudication adverse to such Indemnified Party establishes (i) that his, her or its acts

43

were committed with gross negligence, in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that he, she or it personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The termination of any proceeding by settlement, judgment, order or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption of either (i) or (ii) of the preceding sentence. The satisfaction of any indemnification and any saving harmless pursuant to this Section 10.4 shall be from and limited to Company assets, and no Indemnified Party shall have any personal liability on account thereof.

(b)Expenses incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder may be advanced by the Company by action of the Board prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Indemnified Party to repay the amount advanced to the extent that it shall be determined ultimately that such Indemnified Party is not entitled to be indemnified hereunder. The right of any Indemnified Party to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which the Indemnified Party may otherwise be entitled by contract or as a matter of law or equity and shall be extended to the executors, heirs, successors, assigns, executors and legal representatives of the Indemnified Party.

(c)The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 10.4 shall continue as to an Indemnified Party who has ceased to be a Member or Manager (or other person indemnified

44

hereunder) and shall inure to the benefit of the successors, executors, administrators, legatees and distributees of such person.

(d)The provisions of this Section 10.4 shall be a contract between the Company, on the one hand, and each Indemnified Party who serves in such capacity at any time while this Section 10.4 is in effect, on the other hand, pursuant to which the Company, and each Indemnified Party intends to be legally bound. No repeal or modification of this Section 10.4 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts.

(e)Subject to the other provisions contained herein, the Company, at its expense, may maintain insurance to protect itself and any Indemnified Party against any Damages, whether or not the Company would have the power to indemnify such Person under the Act.

10.5Other Business Activities of Members. (a) The Managers are authorized to manage the business of the Company in conjunction with their other respective business interests, activities and investments and will not be obligated to devote all or any particular part of their time and effort to the Company and its affairs. Except as provided in this Article X or in the Joint Venture Agreement, neither this Agreement nor any activity undertaken on behalf of the Company shall prevent a Member or Manager from engaging in any other activities or businesses or from making investments, whether individually or jointly with others, without any obligation to account to the Company or the other Members for any profits or other benefits derived therefrom, and without having to offer an interest in such activities, businesses or

45

investments to the Company or the other Members; provided, however, that no Member, directly or indirectly, alone or jointly with others, whether as principal, agent, equity owner or otherwise, for its benefit or for the benefit of others, shall be permitted to engage, participate or make any financial investment in or otherwise compete with the Company in the Company’s Field except as permitted by the Joint Venture Agreement (each, a “Competitive Activity”) without first offering such Competitive Activity to the Company (other than ownership of less than five (5%) of the issued and outstanding stock of a publicly traded corporation). If the Company is unwilling to commit itself to pursue such Competitive Activity within thirty (30) days of receipt of notice of such opportunity, the presenting Member may pursue such Competitive Activity. The Company may accept such Competitive Activity in its entirety, but has no right to accept such Competitive Activity in part.

(b)Notwithstanding anything herein or in the Joint Venture Agreement to the contrary, if a Member has requested (the “Requesting Member”) that the Company (i) operates or engages in (A) the Primary Business or any portion thereof or (B) a New Targeted Business, in each case in a particular jurisdiction outside of the United States (the “Foreign Jurisdiction”) or (ii) does business with a customer in a Foreign Jurisdiction, in each case through a limited liability company or other entity to be formed in such Foreign Jurisdiction (a “Foreign Entity”) that would have substantially the same capital structure as the Company and would be governed by substantially the same provisions as set forth in this Agreement, and the Members that are not Requesting Members (“Non-Requesting Members”) directly or through their Manager designees on the Board or otherwise will not either (iii) authorize the Company to operate or engage in such business or do business with such customer or (iv) agree to form and become an

46

equity owner of such Foreign Entity and operate or engage in such business through the Foreign Entity or permit an existing Foreign Entity to do business with such customer, then the Requesting Member may organize a Foreign Entity to engage in and operate, and may engage in and operate, such business, or do business with such customer, solely in such Foreign Jurisdiction for itself and not for the benefit of the Company or the Non-Requesting Member, and shall have no obligation to offer the Company or the Non-Requesting Members any interest in such Foreign Entity or New Business or to account to the Company or to such Non-Requesting Members for any profits or any benefits derived therefrom, and, subject to Section 13.3, such Non-Requesting Members and the Company shall be obligated to license any technology to the Foreign Entity, that may be necessary or which the Requesting Member may reasonably desire, to enable the Requesting Member to engage in or operate such New Business or do business with such customer, on such terms and conditions as the Non-Requesting Member would otherwise be required to license such technology to the Company pursuant to the Joint Venture Agreement had the Company engaged in or operated such New Business or done business with such customer, provided that the Foreign Entity shall be obligated to pay over to the Company amount by which the Company’s taxable income is increased due to any relevant taxing authority’s determination if such increase is necessary to reflect arm’s length consideration for the Foreign Entity’s dealings with the Company.

(c)Notwithstanding anything herein or in the Joint Venture Agreement to the contrary, if a Requesting Member has requested that the Company operates or engages in the Primary Business or any portion thereof or a New Targeted Business in a particular jurisdiction within the United States in Which the Company is not then operating (the “New US

47

Jurisdiction”) or does business with a particular customer in the United States in a New Jurisdiction or in a jurisdiction in which the Company is already operating, and the Non-Requesting Members directly or through their Manager designees on the Board or otherwise will not authorize the Company to operate or engage in such business or do business with such customer, then the Requesting Member shall have the right to cause the Company to engage in and operate such business in such New US Jurisdiction or with such customer or do business with such customer. If the Requesting Member exercises this right:

(i)the Requesting Member shall make all Capital Contributions necessary to enable the Company to engage in and operate the New Business in such New US Jurisdiction;

(ii)the Requesting Member shall indemnify and hold harmless the Non-Requesting Member from all Liabilities which (A) relate solely to, or result solely from, the New Business and (B) which are incurred solely by virtue of being a Member of the Company in accordance with and subject to the provisions and limitations of Section 6.4(a)(i);

(iii)the provisions of Section 6.4(a)(iii), (iv) and (v) shall apply to the New Business; and

(iv)the provisions of Section 13.3 shall apply to the licensing of technology in the event of a Material Persistent Default or Dissolution.

10.6Tax Matters Partner. Pursuant to Section 6231(a)(7)(A) of the Code, Autotote Systems, Inc. is hereby designated as the “tax matters partner” of the Company for all purposes of the Code. All of the Members hereby consent to such designation and agree to take any such

48

further action as may be required by Treasury Regulations or otherwise to effectuate such designation.

10.7Meetings of the Members. The Company shall hold meetings of Members from time to time as requested by any Member on five (5) days notice to the Members.

10.8Agreements with Affiliates. The Board shall have the right on behalf of the Company (a) to employ such agents, attorneys and, subject to Section 10.3, accountants as they shall deem advisable, and (b) to enter into agreements with persons or entities which are Affiliates of any Member subject to guidelines set forth in the Joint Venture Agreement or upon terms and conditions consented to by the Board upon the affirmative vote of at least four (4) Managers.

ARTICLE XI

Records, Reports and Taxes

11.1Fiscal Year; Books and Records; Preparation of Financial Statements.(a) The Fiscal Year of the Company for both accounting and Federal income tax purposes shall end on December 31 of each year of its existence, and for accounting and Federal income tax purposes the Company shall report its operations in accordance with such method of reporting income and expenses as the Board deem most appropriate for the Company in accordance with generally accepted accounting principles, consistently applied. At all times during the continuance of the Company, the Board shall keep or cause to be kept full and faithful books of account in which shall be entered fully and accurately each transaction of the Company. The books of the Company shall be reviewed annually by KPMG Peat Marwick, or such other accounting firm as may be designated by the Board, and audited annual financial statements of

49

the Company which present fairly the financial transactions of the Company, as prepared by such accountant(s) in accordance with GAAP, consistently applied, shall be transmitted to the Members within ninety (90) days after the end of each Fiscal Year. Such statements shall include a report of (i) each Member’s share of the Company’s income, gains, losses, deduction, credits and cash distributed for such year and (ii) each Member’s Capital Account as of the end of such year, including a schedule computing such Capital Account in accordance with Section 704 of the Treasury Regulations . The Board shall provide to the Members, (A) (1) within fifteen (15) days after the end of each calendar month during each Fiscal Year, commencing with the first full calendar month after the date of this Agreement, an operating statement of income and expense and a balance sheet of the Company (“Monthly Financial Statements”), and (2) within forty-five (45) days after the end of each fiscal quarter, a management-prepared financial statement containing a statement of profit and loss and a balance sheet of the Company (“Quarterly Financial Statements”), and (3) within ninety (90) days after the end of each calendar year, such information relating to the Company that is reasonably necessary for the preparation of the Members’ Federal, state and local income tax returns; and (B) until completion of the Project Schedule dated February 3, 2000 (as the same may be amended), a detailed summary of all expenditures incurred in developing the Company’s product and a progress report on the Project Schedule, which shall be declared to the Member, together with the Monthly Financial Statements and Quarterly Financial Statements, respectively; and (C) not less than five (5) business days prior to the filing thereof with applicable tax authorities, a copy of material income tax returns required to be filed by the Company with applicable tax authorities; provided, however, that the foregoing shall not prevent the Company from filing its

50

income tax returns in a timely fashion with applicable tax authorities even if the Company has not provided a copy of such return to the Members within the prescribed time period. If the Company files any material income tax return without having provided, within the time specified in clause (C), an advance copy to any Member that is not the “tax matters partner” of the Company and is not a Disqualified Member, at the reasonable request of such Member made within fifteen (15) days after such Member’s receipt of a copy of the tax return, the Company shall file any administrative adjustment request or amended tax return with respect to such return, provided that (subject to the next sentence) in each case in the reasonable judgment of the tax matters partner (1) the likely cost to the Company of filing such request or amended return is less than the likely tax savings to the Company and its Members; (2) the filing of such request or amended return is likely to result in a material amount of tax savings to the Company or its Members; and (3) the filing-of such request or amended return is not reasonably likely to result in any non-requesting Member incurring any Liabilities (including, but not limited to, any costs or expenses or additional tax or other obligation), in excess of $10,000. Notwithstanding the foregoing, the tax matters partner shall not be obligated to file any such administrative adjustment request or amended tax return if the request of such Member would reverse or override a position taken by the Company on a prior tax return which the requesting Member had the opportunity to review within the time periods provided in clause 11.1(a)(ii)(C).

(b)At the request of any Member that is not a Disqualified Member, the Company will file any administrative adjustment request or amended tax return with respect to any tax imposed on the basis of, or in connection with the Company or its income, property or operations, that would reduce the basis for taxation of the Company and to prosecute any claim

51

for a refund of taxes paid by the Company, if the requesting Member reasonably demonstrates that such reduction in basis for taxation is attributable to a change in law (including statutory, regulatory, administrative or treaty change); provided that in the reasonable judgment of the tax matters partner (i) the likely cost to the Company of filing such request or amended return is less than the likely tax savings to the Company and its Members; (ii) the filing of such request or amended return is likely to result in a material amount of tax savings to the Company or its Members; and (iii) the filing of such request or amended return is not reasonably likely to result in any non-requesting Member incurring any Liabilities (including, but not limited to, any costs or expenses or additional tax or other obligation), in excess of $10,000.

11.2Inspection of Books and Records. Any Member (or its representatives), at its own cost and expense, may inspect, audit and copy the books and records of the Company during regular business hours upon reasonable advance written notice to the Company.

ARTICLE XII

Transfer of Membership Interests; Withdrawal

12.1No Transfers of Membership Interest. (a) Unless a Member’s Membership Interest (or part thereof) is first offered to the other Members as provided in this Section 12.1, a Member may not Transfer such Member’s Membership Interest or any part thereof. Any act in violation of this Section shall be null and void as against the Company, except as otherwise provided by law.

(b)(i) In the event that a Member or the assignee of such a Member (such Member or assignee hereinafter referred to as the “Selling Member”) desires to sell all or a portion of his, her or its Membership Interest (“Offered Interest”) to another Member or a third

52

party (such Member or other party referred to as a “Purchaser”), the Selling Member shall give to the other Members (the “Non-selling Members”) written notice setting forth all details thereof, including the name, address and a reasonable identification of the proposed purchaser (including his, her or its background and financial condition), the purchase price (in cash) and all other relevant details of the transaction (“Selling Notice”). Such Selling Notice shall be valid only if it shall contain a statement that the Selling Member has received a bona-fide offer from a purchaser to acquire the Offered Interest of such Selling Member upon the terms and conditions indicated and that the Selling Member in good faith intends to accept the same unless the Non-selling Members shall exercise the optional rights to purchase said Offered Interest provided in this Section 12.1(b).

(ii)Any Selling Notice given pursuant to Section 12.1(b)(i) shall contain an irrevocable offer by the Selling Member (the “Offer”) to sell all of the Offered Interest to the Non-selling Members (or to any such Members who shall accept such Offer) at the price and upon the terms specified in such Selling Notice as having been offered by the purchaser. The Non-selling Members shall be entitled at any time during the 60-day period following receipt of the Selling Notice (the “Notice Period”) to provide notification (“Exercise Notice”) to the Selling Member (with a copy to the Company) of their intention to purchase all of the Offered Interest to be sold under the Offer. If the Non-Selling Members fail to notify the Selling Member by the end of the Notice Period that they have elected to purchase the Offered Interests, they shall be deemed to have elected not to purchase the Offered Interests.

53

(iii)The closing of the purchase of all of the Offered Interest shall be held at the principal office of the Company no later than one-hundred twenty (120) days following the receipt of the Selling Notice.

(iv)In the event that the Non-selling Members decline or are deemed to decline to purchase all of the Offered Interest, then, the Selling Member shall be entitled to complete the transfer contemplated by and described in the Selling Notice at any time within a period of one hundred twenty (120) days following the earlier of the receipt of the Exercise Notice by the Selling Member or the expiration of the Notice Period; provided, however, that if the transfer shall not be completed within such 120-day period or if the terms of the proposed transfer are in any material way different from the terms described in the Selling Notice, the Offered Interest referred to in such notice shall once again be subject to all of the terms and conditions of this Agreement to the same extent as if the Selling Notice had not been given.

(v)Notwithstanding anything herein to the contrary, no transfer of a Membership Interest otherwise permitted by this Agreement shall be effective, and any such Transfer shall be void ab initio, unless:

(A)The transferee shall accept in writing, by an instrument in form and substance satisfactory to the CEO, all of the terms and provisions of this Agreement and shall have expressly assumed all of the obligations of the transferring Member;

(B)The transferring Member shall pay all filing, publication and recording fees, if any, and all other costs and expenses, including, without limitation, reasonable counsel fees and expenses, incurred by the Company, in connection with such transaction;

54

(C)The transferee shall execute such other documents or instruments as counsel to the Company may reasonably require (or as may be required by law) in order to effect the admission of such Person as a Member;

(D)The transferee shall execute a statement that it is acquiring the Membership Interest for its own account for investment and not with a view to the resale or distribution thereof and shall include in such statement such other representations and warranties as the CEO or counsel to the Company may reasonably require;

(E)If required by the CEO, the Company receives an opinion of counsel (who may be counsel for the Company), in form and substance reasonably satisfactory to the CEO, that such Transfer does not violate Federal or state securities laws;

(F)If required by the CEO, counsel to the Company delivers to the Company an opinion that such Transfer (A) will not result in a termination of the Company under Section 708 of the Code; (B) will not cause the Company to lose its status as a partnership for United States Federal income tax purposes; and (C) will not cause the Company to become subject to the Investment Company Act of 1940, as amended; and

(vi)Any Non-selling Member who has elected to purchase the Selling Member’s Offered Interest shall acquire such portion thereof as such Non-selling Member’s Sharing Ratio bears to the aggregate amount of all of the Sharing Ratios of the Non-selling Members who elected to purchase such Offered Interest (or such other portions thereof as all of the Non-selling Members who elected to purchase such Offered Interest may otherwise agree).

(vii)Upon consummation of any Transfer by a Selling Member of a Membership Interest in accordance with the provisions of this Section 12.1, (A) the purchaser

55

shall be admitted as a Member (if not already a Member) of the Company, and (B) the transferred Membership Interest shall continue to be subject to all provisions of this Agreement.

12.2Other Transfers. Notwithstanding anything in Section 12.1 to the contrary but subject to Section 12.1(b)(v), a Member may (a) assign or, transfer, mortgage, pledge, grant, hypothecate or otherwise encumber his, her or its Membership Interest, without consent and without offering such Membership Interest to the other Members, to any of the following: (i) any other Member or such other Member’s Affiliate, or (ii) any of his, her or its Affiliates; and (b) mortgage, pledge, grant, hypothecate or otherwise encumber his, her or its Membership Interest in connection with a loan for borrowed money, a capitalized lease obligation or a guarantee, surety or other contingent obligation for any of the foregoing, in each case for the benefit of such Member or any of its Affiliates.

12.3Voluntary Withdrawal. A Member may not voluntarily withdraw from the Company and receive payment in redemption of his Membership Interest in the Company.

12.4Involuntary Withdrawal. A Immediately upon the occurrence of an involuntary withdrawal, the successor of the withdrawn Member shall thereupon become an assignee (within the meaning of the Act), but shall not become a Member. The assignee shall have all the rights of an assignee under the Act.

12.5Section 754 Election. At the election of the Board, the Company shall make, in accordance with Section 754 of the Code, a timely election to adjust the basis of the Company property as described in Sections 734 and 743 of the Code.

56

ARTICLE XIII

DISSOLUTION AND WINDING UP

13.1Dissolution.

Except as otherwise provided herein, the Company shall be dissolved and its affairs wound up, upon the first to occur of the following events:

(a)the sale, assignment or other disposition by the Company of all or substantially all of its assets, unless pursuant to such sale, assignment or other disposition the Company will receive certain debt obligations, in which event the Members may continue the Company until such debt obligations have been paid in full; or

(b)the expulsion, bankruptcy, incapacity, dissolution or withdrawal of the any Member, unless the business of the Company is continued by the consent of at least a Majority-In-Interest of the remaining Members within one hundred eighty (180) days following the occurrence of any such event; or

(c)entry of a decree of judicial dissolution under Section 802 of the Act; or

(d)at the election of the Required Interests.

13.2Distributions Upon Dissolution. Upon dissolution of the Company, the Members shall:

(a)Proceed diligently to wind up the affairs of the Company and sell all of its assets as promptly as possible, but in an orderly and businesslike manner and without any undue sacrifice; provided, however, that any intellectual property owned by the Company shall be distributed to and owned jointly and severally by the Members, and each Member shall have the

57

right to exploit and otherwise use such intellectual property including, without limitations, by licensing and sublicensing it to other persons, as provided in the Joint Venture Agreement;

(b)Distribute the proceeds of the assets of the Company in the following order of priority:

(i)all liabilities and obligations of the Company (including payment of any fees, costs, expenses or other charges owed to any Member or any Affiliate of any Member pursuant to a written service contract or other agreement entered into in accordance with this Agreement), other than liabilities or obligations to the Members, shall be paid or provided for;

(ii)payment of all expenses incurred in winding up the Company;

(iii)the establishment of such reserves for contingencies as are deemed necessary or desirable by the Board;

(iv)payment of any Financings made by any Member to the Company or liabilities or obligations to any of the Members;

(v)to the Members in accordance with provisions of Section 9.2.

13.3Licenseof Technology Upon Default and Dissolution. (a) Notwithstanding anything in the Joint Venture Agreement to the contrary and, with respect to a New Business Customer subject to Section 13.3(c), if a Material Persistent Default occurs and is not waived, each of Autotote and Arena shall, and shall cause their respective affiliates to, continue to license to the Company an exclusive royalty free right to use (i) in the case of Autotote, the Autotote Technology in the Company’s Field and (ii) in the case of Arena, the Arena Technology in the Company’s Field, solely for the purpose of enabling the Company to comply with its contractual

58

obligations to customers existing on the date of such Material Persistent Default. The licenses required to be provided pursuant to this Section 13.3(a), shall be provided on the terms and conditions under which Autotote and Arena are required to provide licenses to the Company under Section 5 and any other applicable provisions of the Joint Venture Agreement. For purposes of Section 13.3 “customers” shall include, but not be limited to, any of Arena’s or Autotote’s facilities that, at such time relies upon or otherwise uses Company technology which incorporates Autotote Technology or Arena Technology, as the case may be.

(b)(i) Notwithstanding anything in the Joint Venture Agreement to the contrary, and with respect to a New Business Customer subject to Section 13.3(c), if the Company is dissolved, then upon the request of a Member, the other Member shall, and shall cause its affiliates to, negotiate in good faith with the requesting Member (or Foreign Entity) to license the Autotote Technology in the Company’s Field or the Arena Technology in the Company’s Field, as the case may be, to the requesting Member (or Foreign Entity) solely for the purpose of enabling the requesting Member (or Foreign Entity) to continue to provide the TrackPlay Product or any other product incorporating the other Member’s (or its affiliate’s) technology to any person who was a customer of the Company (or a Foreign Entity) at the time of dissolution. Any license issued pursuant to the provisions of this Section 13.3(b) shall be on commercially reasonable terms acceptable to the Member (or its affiliate) issuing the license based on the then current market and economic conditions and reasonable, good faith business objectives of such Member (or its affiliate) and shall be for a term equal to the longer of (i) three years or (ii) the remaining term of the existing contractual obligations from the Company ( or Foreign Entity) to its customer at the time of dissolution . As a condition of such Member (or its

59

affiliate) licensing the Autotote Technology or Arena Technology, as the case may be, to the requesting Member, the licensing Member (or its affiliate) shall have the right to require the requesting Member to license the Autotote Technology or Arena Technology, as the case may be, to such licensing Member applying the same principles set forth herein.

(ii)           If the Members in good faith are unable to reach agreement on the terms of any such license within sixty (60) days after the date of dissolution, the Member who requested the license may submit such dispute to binding arbitration. A matter which is submitted to arbitration shall be submitted to binding arbitration governed by the U.S. Federal Arbitration Act (“FAA”) conducted before three arbitrators in accordance with the American Arbitration Association (“AAA”) Commercial Arbitration Rules. Federal arbitration proceedings shall take place in New York, New York and shall be conducted in the English language. The arbitrators shall determine the commercially reasonable terms of the license and may grant other equitable relief (including injunctive relief or specific performance) necessary to implement and enforce the license agreement and otherwise protect the rights of the parties thereto, but shall not have the authority or power, for purposes of this Agreement, to award monetary or other damages, relief or remedies regardless of the fact that such damages, relief or remedies may be available at law or under the FAA or AAA. Judgment upon any permitted equitable relief granted in a proceeding brought pursuant to this Agreement may be entered in any court of competent jurisdiction.

(c)           Notwithstanding anything herein to the contrary, if a Material Persistent Default occurs and is not waived, the provisions of Section 13.3(b) shall govern the licensing of technology to the Company, Other Member or Foreign Entity for the purpose of enabling the

60

Company, other Member or Foreign Entity, as the case may be, to continue to provide the Trackplay Product or any other product incorporating the other Member’s (or its affiliate’s) technology to the New Business Customer. A “New Business Customer” shall mean a customer of the Company on the date the Material Persistent Default occurs or on the date of dissolution, whose business constitutes a New Business or, if a customer has a relationship with the Company involving both a New Business and a business that is not a New Business, then such portion of the business between the customer and the Company which constitutes a New Business. At such time that a Member and the Company or a Member and a Foreign Entity enter into a license agreement relating to a New Business Customer on the terms agreed upon by such parties or determined by the arbitrator, the existing royalty-free license agreement (originally entered into pursuant to Section 13.3(a)) between the Member and the Company or a Foreign Entity shall terminate.

ARTICLE XIV

MISCELLANEOUS PROVISIONS

14.1        Notice. Every notice, consent or other communication required or permitted to be given by any provision of the Agreement shall be in writing. Each such notice, consent or other communication, shall be deemed to have been duly and properly given, served or made for all purposes on (a) the date such notice, consent, other communication, distribution or payment is delivered personally or (b) five (5) days after such notice, consent or other communication is deposited in a post office box and sent by registered or certified mail, return receipt requested, postage and charges prepaid, or (c) one (1) day after such notice, consent or other communication is delivered by reputable overnight courier service, such as Federal Express, and

61

in each case addressed as follows: (i) if to the Company, at the principal office of the Company as set forth in Section 5.1 (ii) if to a Member, at the address of such Member set forth on Exhibit A attached hereto. The Members may change their addresses for purposes of this Section 14.1 by notice to the Company at its principal office in the manner herein provided.

14.2Representations and Warranties. Each Member represents and warrants to the other Member that:

(a)          it has the power and authority to enter into and perform its obligations under this Agreement, including, without limitation, that such Member is in compliance with any applicable filing or reporting requirements in connection with the transactions contemplated hereby; and

(b)         the execution, delivery and reference of this Agreement by such Member has been duly authorized by all corporate and other required action and that this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms.

14.3Further Assurances. Each of the Members agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments, agreements and other documents and to take all such further action as may be required by law or deemed by the Members to be necessary or useful in furtherance of the Company’s purposes and the objectives and intentions underlying the Agreement and not inconsistent with the terms hereof.

14.4Modifications. This Agreement may be amended, modified, or superseded only by a written instrument signed by the Company and by the Required Interest provided however,

62

that no modification or amendment shall be made which materially increases the obligations of a Member without such Member’s written consent.

14.5Construction. Unless the context requires otherwise, when used herein, the singular includes the plural and vice versa, and the masculine includes the feminine and neuter and vice versa. Unless the context requires otherwise, a person is deemed to include an individual, partnership, trust, estate, association, corporation, limited liability company or other entity.

14.6Successors. The Agreement is binding upon and inures to the benefit of the parties hereto, their heirs, executors, legal representatives, successors and, to the extent permitted hereunder, their assigns.

14.7Cautions. Captions are inserted for convenience only and shall not be given any legal effect.

14.8Assignment. Except as otherwise specifically provided herein, no party to this Agreement may sell, assign, or transfer any of its rights or obligations under this Agreement or delegate the performance of this Agreement to any other Person, without the prior written consent of the other party.

14.9Governing Law: Jurisdiction. (a) Each of the Members agrees that for all purposes this Agreement shall be governed by the laws of the State of Delaware applicable to agreements executed and performed wholly therein.

(b)           The parties hereto irrevocably: (i) agree that any suit, action or other proceeding arising out of this Agreement shall be brought only in the courts of the State of New York or the courts of the United States located within the State of New York, in each case in the

63

County of New York, or in the High Courts of England or Wales, (b) consent and submit to the exclusive jurisdiction of each such court in any such suit, action or proceeding, (c) waive any objection which they, or any of them, may have to personal jurisdiction or the laying of venue of any such suit, action or proceeding in any of such courts, and agree not to seek to change venue, and (d) waive the right to trial by jury in any suit, action or other proceeding. Arena hereby designates and appoints Buchanan Ingersoll, PC, 140 Broadway, 35th Floor, New York, New York 10005 (the “Arena Authorized Agent”), Attention: William O’Connor, Esq. (with a copy  to Buchanan Ingersoll, P.C., Tower 42, The International Financial Center, Old Broad Street, London EC2N 1HQ, United Kingdom, Attention: Michael Henry, Esq.) as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or other proceeding in New York, and agrees that service upon such Arena Authorized Agent shall be deemed in every respect good and sufficient service of process on Arena or its successors or assigns. Autotote hereby designates and appoints Simmons and Simmons, 21 Wilson Street London, EC2M 2TX (“Autotote Authorized Agent”; together with the Arena Authorized Agent, each an “Authorized Agent”) Attention: Andrew Wingfield, Esq. as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or other proceeding in England or Wales, and agrees that service of process upon such Autotote Authorized Agent shall be deemed in every respect good and sufficient service of process on Autotote or its successor or assigns. Each of Autotote and Arena represents and warrants that its Authorized Agent has agreed to act as such agent for service of process. Nothing contained herein shall affect the right of any party to serve process in any other manner permitted by law. Each of Autotote and Arena covenants and agrees not to assert as any

64

defense in any suit, action or other proceeding insufficiency of service of process (if process is served as provided herein on such Member’s Authorized Agent), lack of personal jurisdiction or that venue is improper or that venue should be transferred to another jurisdiction for any reason whatsoever including, but not limited to, convenience of the parties or witnesses. Each of Autotote and Arena further covenants and agrees not to assert as a defense in any proceeding to enforce any judgment entered against any of them by any of the above-referenced courts (a “Judgment”) that such Judgment is (i) contrary to the public policy of the jurisdiction in which enforcement is sought or (ii) the result or product of fraud; provided, that nothing contained in clause (ii) shall preclude a Member from asserting as a defense in any such proceeding to enforce the Judgment, that a motion, pursuant to Rule 60 of the Federal Rules of Civil Procedure, or Civil Practice Law and Rule 5015, for relief from the Judgment based upon fraud of the adverse party, is pending before the Court in which the Judgment was entered. Each of Autotote and Arena further covenants and agrees that, provided that the relevant process was served in any manner permitted by this Agreement, a Judgment entered on default shall be treated in all respects for the purpose of enforcement in any other jurisdiction as if such Member, as the case may be, had appeared in the suit, action or proceeding in which the Judgment was entered and the Judgment was not entered on default.

14.10Corporate Compliance. (a) Each Member acknowledges that the other Member is subject to the gaming and licensing requirements of various jurisdictions and is obligated to take reasonable efforts to determine the suitability of its business associates and each Member shall meet the gaming and licensing requirements of such jurisdictions as they relate to the Company. Each Member agrees to cooperate fully with the other Member in providing such

65

Member with any information of whatever nature that it deems necessary or appropriate in assuring itself that the other Member possesses the good character, honesty, integrity and reputation applicable to those engaged in the gaming industry and each Member specifically represents that there is nothing in such member’s background, history, or reputation that would be deemed unsuitable under the standards applicable to the gaming industry. It is requirement of this Agreement that each Member shall continue to meet the standards of the gaming and licensing industries referred to above throughout the term of this Agreement.

(b)           The Members agree that for any contract to which the Company is a party, if any Member’s corporate policies or procedures (whether or not such policies or procedures are in writing) would require inclusion of a provision similar to the provision set forth in paragraph (a) of this Section 14.10 if such Member was entering into such contract in its own name, then, at the direction of such Member, a similar provision shall be included in such contract.

14.11Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.12      Savings Clause. This Agreement and the Joint Venture Agreement contains the full and complete understanding between the parties with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the Joint Venture Agreement, the provisions of the Joint Venture Agreement shall prevail unless specifically stated otherwise herein.

14.13Limitation on Liability. No Member, Manager, officer or other party to this Agreement or any of their respective affiliates shall be liable to the Company or each other under

66

this Agreement for any indirect, incidental, consequential, special or punitive damages or loss, lost profits, revenues or savings, arising directly or indirectly as a result of any action or omission of such Person as Member, Manager, officer or director of the Company or otherwise, on behalf or for the benefit of, the Company, including, but not limited to, any breach or non performance by it of any of its obligations under this Agreement or the breach of any of its warranties or representations under this Agreement or any tortuous act or breach of its statutory obligations.

14.14      Waiver. No provision of this Agreement shall be waived unless in writing signed by the waiving party. No waiver by either party, whether expressed or implied, of any provision of this Agreement, or of any breach of default, shall constitute a continuing waiver of such provisions or a waiver of any other provision of this Agreement.

67

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

AUTOTOTE SYSTEMS, INC.
By:	/s/ Brooks H. Pierce
	Name:	Brooks H. Pierce
	Title:	President
ARENA LEISURE CORPORATION
By:	/s/ Ian Penrose
	Name:	Ian Penrose
	Title:	President

68

EX-12.1

Exhibit 12.1

Ratio of Earnings to Fixed Charges

(in thousands, except ratios)

	Year Ended December 31,										Six Months EndedJune 30,
	2004		2005		2006		2007		2008		2009
	(dollars in thousands)
Income before income tax expense	99,529		95,300		73,955		38,701		(54,063	)	4,274
Equity in losses of equity-method investees	615		42		(1,721	)	(1,042	)	(448	)	19
Net income before equity in losses of equity-method investees	100,144		95,342		72,234		37,659		(54,511	)	4,293
Add fixed charges:
Interest expense including amortization of debt issuance costs	31,184		37,272		54,843		70,772		78,071		40,204
Estimate of interest within rental expense	5,116		4,208		4,755		4,699		6,885		3,157
	36,300		41,480		59,598		75,471		84,956		43,361
Adjusted earnings	136,444		136,822		131,832		113,130		30,445		47,654
Ratio of earnings to fixed charges (1)	3.8	x	3.3	x	2.2	x	1.5	x	0.4	x	1.1	x

(1)  The ratio of earnings to fixed charges is computed by dividing adjusted earnings by fixed charges.

EX-21.1

Exhibit 21.1

SCIENTIFIC GAMES CORPORATION SUBSIDIARIES

All subsidiaries are 100% owned unless otherwise stated.

Scientific Games International, Inc. (Delaware)

MDI Entertainment, LLC (Delaware)

Scientific Games Canada Inc. (Ottawa)

Scientific Connections India Private Limited (India)

Scientific Games del Peru, S.R.L. (Peru) (99.9%)

Scientific Games Racing LLC (Delaware)

Scientific Games International Inc.—Indra Sistemas S.A. Union Temporal De Empresas (Spain) (75%)

TRACKPLAY LLC (Delaware)

Scientific Games Racing Electronics & Computer Services Industry and Trading Limited Company (Turkey)

SG Racing, Inc. (Delaware)

Autotote Canada Inc. (Ontario)

Autotote Enterprises, Inc. (Connecticut)

Autotote Panama, Inc. (Panama)

Autotote Gaming, Inc. (Nevada)

Scientific Games Chile Limitada (Chile) (99.99%)

Scientific Games Latino America SA (Chile)

SGLA Servicios Limitada (Chile)

SGLA Comercializadora de Materiales Limitada (Chile)

Scientific Games Latino America Limitada (Chile)

Scientific Games Holdings Limited (Ireland)

Scientific Games Worldwide Limited (Ireland)

Scientific Games Services Limited (Ireland)

Scientific Games Racing Limited (Ireland)

Interplay Gaming Ventures Ltd. (Ireland)

Scientific Games Malta Limited (Malta)

Scientific Games Racing B.V. (Netherlands)

Scientific Games Banen B.V. (Netherlands)

Scientific Games Deutschland GmbH (Germany)

Scientific Games Lottery Services KFT (Hungary)

Scientific Games Australia Pty. Ltd. (Australia)

Scientific Games Worldwide Sports Ltd. (B.V.I.)

Scientific Games Luxembourg Holdings SARL (Luxembourg)

Scientific Games Racing SAS (France)

Scientific Games Luxembourg Finance SARL (Luxembourg)

Scientific Games Global Draw Pty Ltd (Australia)

Scientific Games Puerto Rico, Inc. (Puerto Rico)

Scientific Games Spain Services SRL (Spain)

Scientific Games Sweden AB (Sweden)

Scientific Games Global Mexico S. de R.L. de C.V. (Mexico)

Scientific Games Mexico, SRL de CV (Mexico)

Scientific Games International Holdings LTD (UK)

Scientific Games Global Plus Limited (UK)

Global Draw Limited (UK)

Neomi Associates, Inc. (B.V.I.)

Pagoda Leisure Limited (UK)

Games Media Limited (UK)

Voodoo Games Limited (UK)

Channel 1 Games Limited (UK)

Global Games Limited (UK)

Scientific Games International Limited (UK)

Scientific Games Beteiligungsgesellschaft mBH (Austria)

Scientific Games International GmbH (Austria)

Global Draw Austria GmbH (Austria)

Scientific Connections SDN BHD (Malaysia)

Knightway Promotions Limited (UK)

Scientific Connections Limited (UK)

Scientific Games Germany GmbH (Germany)

Autotote Europe GmbH (Germany)

Scientific Games Racing GmbH (Austria)

Scientific Games Racing GmbH (Germany)

Scientific Games Honsel GmbH (Germany)

Scientific Games Holdings (Canada) ULC (Nova Scotia)

Scientific Games Products (Canada) ULC (Nova Scotia)

Scientific Games Products (Australia) Pty Ltd (Australia)

Scientific Games Products, Inc. (Delaware)

Scientific Games SA Inc. (Delaware)

Happy Sun Technologies Ltd. (British Virgin Islands) (50%)

Success Trader Technologies Limited (Hong Kong) (50%)

Success Trader SZ (China) (50%)

Shenzhen Leli (China) (50%)

Guard Libang Technology Co. Limited (China) (50%)

Shandong Inspur Scientific Technology, Ltd. (Beijing) (50%)

Scientific Games Technology (Beijing) Co., Ltd. (China)

Scientific Games (China) Company Limited

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 2, 2009 (May 15, 2009 as to the effects of retrospective adoption of Financial Accounting Standards Board Staff Position No. APB 14-1 Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Settlement) (“FSP APB 14-1”)) relating to the financial statements and financial statement schedule of Scientific Games Corporation (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the retrospective adoption of FSP APB 14-1 on January 1, 2009, and adoption of Financial Accounting Standards Board Interpretation No. 48,  “Accounting for Uncertainty in Income Taxes”  on January 1, 2007) appearing in the current report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2009 and our report dated March 2, 2009 on the effectiveness of Scientific Games Corporation’s  internal controls over financial reporting appearing in the current report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2009.

DELOITTE & TOUCHE LLP

Atlanta, Georgia

August 10, 2009

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in this Registration Statement on Form S-4 and related Prospectus of Scientific Games International, Inc. for the registration of $225,000,000 of 9.250% Senior Subordinated Notes due 2019 and to the incorporation by reference therein of our report dated February 27, 2009, with respect to the balance sheets of Consorzio Lotterie Nazionali as of December 31, 2008 and 2007, and the related statements of income, changes in equity and cash flows for the years then ended, prepared on the basis of International Financial Reporting Standards as issued by the International Accounting Standards Board, included in the Annual Report (Form 10-K) of Scientific Games Corporation for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

/s/ Reconta Ernst & Young S.p.A.

Rome, Italy

August 5, 2009

EX-25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305 (B) (2)

THE BANK OF NOVA SCOTIA TRUST COMPANY OF
NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5691211
(Jurisdiction of incorporation or organization	(I.R.S. employer
if not a U.S. national bank)	Identification number)
One Liberty Plaza
New York, N.Y.	10006
(Address of principal	(Zip code)
executive office)

N/A

Name, address and telephone number of agent for service

Scientific Games International, Inc., as Issuer

Scientific Games Corporation, as Guarantor

(Exact name of obligor as specified in its charter)

Delaware

Delaware

(State or other jurisdiction of incorporation or organization)

58-1943521

81-0422894

(I.R.S. employer identification no.)

1500 Bluegrass Lakes Parkway
Alpharetta, GA	30004
750 Lexington Avenue
New York, NY	10022
(Address of principal executive offices)	(Postal Code)

9.250% Senior Subordinated Debt Notes due 2019

(Title of the indenture securities)

Item 1.General Information

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Board of Governors of the Federal Reserve System

Washington, D.C.

State of New York Banking Department

State House, Albany, N.Y.

(b) Whether it is authorized to exercise corporate trust powers.

The Trustee is authorized to exercise corporate trust powers.

Item 2.Affiliation with the Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

The obligor is not an affiliate of the Trustee.

Item 3 through Item 15. Not applicable.

Item 16.List of Exhibits.

List below all exhibits filed as part of this statement of eligibility.

Exhibit 1   -   Copy of the Organization Certificate of the Trustee as now in effect.

(Exhibit 1 to T-1 to Registration Statement No. 333-6688).

Exhibit 2   -   Copy of the Certificate of Authority of the Trustee to commerce business.

(Exhibit 2 to T-1 to Registration Statement No. 333-6688).

Exhibit 3   -   None; authorization to exercise corporate trust powers is contained in

the documents identified above as Exhibit 1 and 2.

Exhibit 4   -   Copy of the existing By-Laws of the Trustee. (Exhibit 4 to T-1 to

Registration Statement No. 333-6688).

Exhibit 5   -   Not applicable.

Exhibit 6   -   The consent of the Trustee required by Section 321 (b) of the Trust

Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement

No. 333-27685).

Exhibit 7   -   Copy of the latest Report of Condition of the Trustee

As of June 30, 2009.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 6th day of August, 2009.

THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK
By:	/s/ John F. Neylan
	John F. Neylan
	Trust Officer

The Bank of Nova Scotia Trust Company of New York
Legal Title of Bank
New York
City
New York	10006
State	Zip Code

FDIC Certificate Number /  /  /  /  /  /

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for June 30, 2009

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

SCHEDULE RC-BALANCE SHEET

Dollar Amounts in Thousands		RCON	Bil	Mil	Thou
ASSETS
1.Cash and balances due from depository institutions (from Schedule RC-A):
a.Noninterest-bearing balances and currency and coin(1)		0081		1	673	1.a.
b.Interest-bearing balances(2)		0071		8	000	1.b.
2.Securities:
a.Held-to-maturity securities (from Schedule RC-B, column A)		1754		5	758	2.a.
b.Available-for-sale securities (from Schedule RC-B, column D)		1773			0	2.b.
3.Federal funds sold and securities purchased under agreement to resell		1350
a.Federal Funds sold		B987			0	3.a.
b.Securities purchased under agreements to resell(3)		B989			0	3.b.
4.Loans and lease financing receivable (from Schedule RC-C):
a.Loans and leases held for sale		5369			0	4.a.
b.Loans and leases, net of unearned income	B528					4.b.
c.LESS: Allowance for loan and lease losses	3123					4.c.
d.Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)		B529			0	4.d.
5.Trading assets (from Schedule RC-D)		3545			0	5.
6.Premises and fixed assets (including capitalized leases)		2145			0	6.
7.Other real estate owned (from Schedule RC-M)		2150			0	7.
8.Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)		2130			0	8.
9.Customers’ liability to this bank on acceptances outstanding		2155			0	9.
10.Intangible assets:
a.Goodwill		3163			0	10.a.
b.Other intangible assets (from Schedule RC-M)		0426			0	10.b.
11.Other assets (from Schedule RC-F)		2160			328	11.
12.Total assets (sum of items 1 through 11)		2170		15	759	12.

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements, regardless of maturity.

SCHEDULE RC-CONTINUED

Dollar Amounts in Thousands		RCON	Bil	Mil	Thou
LIABILITIES
13.Deposits:
a.In domestic offices (sum of totals of columns A and C from Schedule RC-E)		2200			0	13.a.
(1)Noninterest-bearing(l)	6631					13.a.(1)
(2)Interest-bearing	6636					13.a.(2)
b.Not applicable
14.Federal funds purchased and securities sold under agreements to repurchase		2800			0	14.
a.Federal Funds purchased(2)		B993			0	14.a.
b.Securities sold under agreements to purchase(3)		B995			0	14.b.
15.Trading liabilities (from Schedule RC-D)		3548			0	15.
16.Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)(from Schedule RC-M)		3190			0	16.
17.Not applicable
18.Bank’s liability on acceptances executed and outstanding		2920			0	18.
19.Subordinated notes and debentures(4)		3200			0	19.
20.Other liabilities (from Schedule RC-G)		2930			696	20.
21.Total liabilities (sum of items 13 through 20)		2948			696	21.
22.Minority interest in consolidated subsidiaries		3000			0	22.
EQUITY CAPITAL
23.Perpetual preferred stock and related surplus		3838			0	23.
24.Common stock		3230	1		000	24.
25.Surplus (exclude all surplus related to preferred stock)		3839	10		030	25.
26.a.Retained earnings		3632	4		033	26.a.
b.Accumulated other comprehensive income(5)		B530			0	26.b.
27.Other equity capital components(6)		A130			0	27.
28.Total equity capital (sum of items 23 through 27)		3210	15		063	28.
29.Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		3300	15		759	29.

Memorandum

To be reported with the March Report of Condition.

	RCON	Number
1.Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2008	6724	M.1.

1 =Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank’s financial statements by external auditors

7 = Compilation of the bank’s financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

(1)Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(3)Includes all securities repurchase agreements, regardless of maturity.

(4)Includes limited-life preferred stock and related surplus.

(5)Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments.

(6)Includes treasury stock and unearned Employee Stock Ownership Plans.