Scientific Games Corporation (the “Company”) entered into a letter agreement dated February 15, 2007 (the “Letter Agreement”) with MacAndrews & Forbes Holdings Inc. (formerly known as Mafco Holdings Inc.) (“MacAndrews”), amending the Stockholders’ Agreement with respect to the Company dated as of September 6, 2000, as supplemented by the Supplemental Stockholders’ Agreement dated as of June 26, 2002 and by a letter agreement dated October 10, 2003 (as so supplemented, the “Stockholders’ Agreement”).  The Letter Agreement provides that any shares of the Company’s Class A common stock (“Common Stock”) that MacAndrews or any of its subsidiaries acquired or may acquire on or after February 12, 2007 will be deemed to be “Registrable Securities” within the meaning of clause (i) of the definition of that term in Section 1 of the Stockholders’ Agreement; provided that (a) the Company shall not be obligated to effect any requested registration of any such Common Stock acquired by MacAndrews or any of its subsidiaries unless at least 100,000 shares of Common Stock are requested to be so registered, (b) all expenses incurred in connection with any such registration shall be borne by the holders of such Common Stock in the case of any registration effected in 2007, and in the case of all but the first registration effected in any subsequent year, and (c) Section 6 of the Stockholders’ Agreement shall not apply to the registration of any such shares of Common Stock.  A copy of such Letter Agreement is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.