Document

Exhibit 4.5

SUPPLEMENTAL INDENTURE, dated as of August 19, 2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Scientific Games, Inc., a Delaware corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
WHEREAS, the Company, the original Guarantors and the Trustee executed an Indenture, dated as of March 19, 2019, as amended and supplemented (the “Indenture”), relating to the Company’s 8.250% Senior Unsecured Notes due 2026;
WHEREAS, under certain circumstances, Section 10.17 of the Indenture requires the Company to cause each of the Company’s Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture and thereby become a Guarantor bound by the Guarantee of the Securities on the terms set forth in Article Ten of the Indenture;
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 Additional Guarantor hereby agrees to become a Guarantor bound by the Guarantee of the Securities on the terms set forth in Article Ten 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 Company and the Additional Guarantor.
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.
												
		Company:
				
		SCIENTIFIC GAMES INTERNATIONAL, INC.
				
		By:	/s/ Michael C. Eklund
			Name: 	Michael C. Eklund
			Title:  	Executive Vice President, Chief Financial
				Officer, Secretary and Treasurer
				
		Additional Guarantor:
				
		SCIENTIFIC GAMES, INC.
				
		By:	/s/ Patrick J. McHugh
			Name:	Patrick J. McHugh
			Title:	President, Secretary and Treasurer
				
		Existing Guarantors:
				
		SCIENTIFIC GAMES CORPORATION
				
		By:	/s/ Michael C. Eklund
			Name:	Michael C. Eklund
			Title:	Executive Vice President, Chief Financial
				Officer, Secretary and Treasurer


[Signature Page to Supplemental Indenture – 2026 Unsecured Notes]




 

												
		SG GAMING, INC.
		SCIENTIFIC GAMES PRODUCTS, INC.
		SG GAMING NORTH AMERICA, INC.
		DON BEST SPORTS CORPORATION
				
		By:	/s/ Michael C. Eklund
			Name: 	Michael C. Eklund
			Title:  	Treasurer and Secretary
				
		MDI ENTERTAINMENT, LLC
		SCIENTIFIC GAMES NEW JERSEY, LLC

				
		By: Scientific Games International, Inc., its sole member/manager
				
		By:	/s/ Michael C. Eklund
			Name:	Michael C. Eklund
			Title:	Executive Vice President, Chief Financial
				Officer, Secretary and Treasurer
				
		NYX DIGITAL GAMING (USA), LLC
				
		By: Scientific Games Corporation, its sole member/manager
				
		By:	/s/ Michael C. Eklund
			Name:	Michael C. Eklund
			Title:	Executive Vice President, Chief Financial
				Officer, Secretary and Treasurer










[Signature Page to Supplemental Indenture – 2026 Unsecured Notes]






												
		Trustee:
				
		DEUTSCHE BANK TRUST COMPANY AMERICAS
				
		By:	/s/ Kathryn Fischer
		Print Name: Kathryn Fischer

		Its: Authorized Signatory

				
		By:	/s/ Luke Russell

		Print Name: Luke Russell

		Its: Authorized Signatory





[Signature Page to Supplemental Indenture – 2026 Unsecured Notes]