EX-4.6 12 ex4-6.htm SUPPLEMENTAL INDENTURE FOR 2022 SECURED NOTES
Exhibit 4.6
SUPPLEMENTAL INDENTURE, dated as of January 10, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the indenture referred to herein), Scientific Games Corporation, a Nevada corporation formerly known as SG Nevada Merger Company (the “Successor Entity”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
WHEREAS, the Issuer, the original Guarantors and the Trustee executed an Indenture, dated as of November 21, 2014, as amended and supplemented (the “Indenture”), relating to the Issuer’s 7.000% Senior Secured Notes due 2022;
WHEREAS, on September 18, 2017, Scientific Games Corporation, a Delaware corporation (“SGMS”), entered into an Agreement and Plan of Merger with the Successor Entity, providing for the merger of SGMS with and into the Successor Entity, with the Successor Entity surviving the merger, for the sole purpose of changing SGMS’s state of incorporation from Delaware to Nevada;
WHEREAS, Section 5.01 of the Indenture provides, among other things, that the Successor Entity must assume, pursuant to a supplemental indenture, the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities and the Indenture applicable to SGMS;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, except as otherwise defined herein in this Supplemental Indenture, capitalized terms used in this Supplemental Indenture have the meanings specified in the Indenture;
NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENT
Section 1.01. Amendment. The Successor Entity hereby agrees pursuant to Section 5.01 of the Indenture to assume all of the obligations of SGMS under the Securities and the Indenture and to become a Guarantor bound by the Guarantee of the Securities on the terms set forth in Article Eleven of the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Indenture. Except as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full force and effect.
Section 2.02. Trustee’s Disclaimer. The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Successor Entity.

Section 2.03. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE 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 LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 2.04. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but all of them together shall represent the same agreement.
Section 2.05. Headings. The Article and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of this Supplemental Indenture.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

| Issuer: |
| SCIENTIFIC GAMES INTERNATIONAL, INC. |
| By: | /s/ Michael A. Quartieri |
|  | Name: Michael A. Quartieri |
|  | Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer |

| Additional Guarantor: |
| SCIENTIFIC GAMES CORPORATION, a Nevada corporation |
| By: | /s/ Michael A. Quartieri |
|  | Name: Michael A. Quartieri |
|  | Title: Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary |

| Existing Guarantors: |
| BALLY GAMING, INC. BALLY TECHNOLOGIES, INC. SCIENTIFIC GAMES PRODUCTS, INC. SCIENTIFIC GAMES SA, INC. SG GAMING NORTH AMERICA, INC. WILLIAMS ELECTRONICS GAMES, INC. |
| By: | /s/ Michael A. Quartieri |
|  | Name: Michael A. Quartieri |
|  | Title: Treasurer and Secretary |

Signature Page to Supplemental Indenture-2022 Secured Notes

| GO FOR A MILLION PRODUCTIONS, LLC SCIENTIFIC GAMES PRODUCTIONS, LLC SCIENTIFIC GAMES DISTRIBUTION, LLC |
| By: SG Gaming North America, Inc., as its Sole Member |
| By: | /s/ Michael A. Quartieri |
|  | Name: Michael A. Quartieri |
|  | Title: Treasurer and Secretary |

| BALLY PROPERTIES EAST, LLC BALLY PROPERTIES WEST, LLC SHFL PROPERTIES, LLC |
| By: Bally Gaming, Inc., as its Sole Member |
| By: | /s/ Michael A. Quartieri |
|  | Name: Michael A. Quartieri |
|  | Title: Treasurer and Secretary |

| MDI ENTERTAINMENT, LLC SCIENTIFIC GAMES NEW JERSEY, LLC |
| By: Scientific Games International, Inc., as its Sole Member |
| By: | /s/ Michael A. Quartieri |
|  | Name: Michael A. Quartieri |
|  | Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer |

| LAPIS SOFTWARE ASSOCIATES, L.L.C. |
| By: Scientific Games International, Inc., as its Sole Shareholder and Member |
| By: | /s/ Michael A. Quartieri |
|  | Name: Michael A. Quartieri |
|  | Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer |

Signature Page to Supplemental Indenture-2022 Secured Notes

| Trustee: |
| DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation |
| By: Deutsche Bank National Trust Company |
| By: | /s/ Chris Niesz |
| Print Name: | Chris Niesz, Assistant Vice President |
| Its: | Authorized Signatory |
| By: | /s/ Kathryn Fischer |
| Print Name: | Kathryn Fischer, Assistant Vice President |
| Its: | Authorized Signatory |

Signature Page to Supplemental Indenture-2022 Secured Notes