EXHIBIT 4.1


EXECUTION VERSION










SUPPLEMENTAL
INDENTURE


 


Supplemental
Indenture (this “Supplemental Indenture”), dated as of February 14, 2017, among Scientific Games International,
Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Base Indenture (as defined below))
and Deutsche Bank Trust Company Americas, as trustee and collateral agent (in such capacities, the “Trustee”).
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Existing Indenture (as
defined below).


 


W I T N E S S E T H


 


WHEREAS, SGMS Escrow
Corp., a Delaware corporation (the “Escrow Issuer”), and the Trustee are party to an indenture dated as of November
21, 2014 (the “Base Indenture”) relating to the Escrow Issuer’s 7.000% Senior Secured Notes due 2022 (the
“Escrow Securities”);


 


WHEREAS, upon the merger
of the Escrow Issuer with and into the Issuer, the Issuer, the guarantors named in the Acquisition Date Supplemental Indenture
(as defined below) and the Trustee entered into that certain Supplemental Indenture dated as of November 21, 2014 (the “Acquisition
Date Supplemental Indenture” and, together with the Base Indenture, the “Existing Indenture”);


 


WHEREAS, in connection
with the Acquisition Date Supplemental Indenture, the Issuer executed and delivered securities in replacement of the Escrow Securities
(such replacement securities, the “Existing Securities”);


 


WHEREAS, Section 2.15
of the Base Indenture provides that the Issuer may, from time to time and in accordance therewith, create and issue Additional
Securities under the Base Indenture;


 


WHEREAS, the Issuer
wishes to issue an additional $1,150,000,000 aggregate principal amount of its 7.000% Senior Secured Notes due 2022 as Additional
Securities (the “New Securities”);


 


WHEREAS, Section 9.01
of the Base Indenture provides that, without the consent of the Holders of any Securities, the Issuer and the Trustee may enter
into one or more indentures supplemental to the Base Indenture to provide for the issuance of Additional Securities pursuant to
Section 2.15 of the Base Indenture;


 


WHEREAS, the Issuer
and the Guarantors are authorized to execute and deliver this Supplemental Indenture;


 


WHEREAS, the Issuer
has requested that the Trustee execute and deliver this Supplemental Indenture; and


 


WHEREAS, all conditions
and requirements necessary to the execution and delivery of this Supplemental Indenture have been done and performed, and the execution
and delivery hereof has been in all respects authorized.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
parties to this Supplemental Indenture mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities
as follows:


 


1.       AMOUNT
OF NEW SECURITIES. The aggregate principal amount of New Securities to be authenticated and delivered under this Supplemental Indenture
on February 14, 2017 is $1,150,000,000.


 


2.       TERMS
OF NEW SECURITIES. The New Securities are to be issued as Additional Securities under the Existing Indenture and shall:


 


		a.	be issued as part of the existing series of Existing Securities under the Existing Indenture, and
the New Securities and the Existing Securities shall be a single class for all purposes under the Indenture, including, without
limitation, with respect to waivers, amendments, redemptions and offers to purchase;



   


		b.	be issued on February 14, 2017 at a purchase price of 106.00% of the principal amount, and will
accrue interest from January 1, 2017;



  


		c.	be issuable in whole in the form of one or more Global Securities to be held by the Depositary
and in the form, including appropriate transfer restriction legends, provided in Exhibit 1 to the Base Indenture; and



  


		d.	bear, in the case of New Securities sold under Rule 144A of the Securities Act, the CUSIP number
of 80874YAR1 and ISIN of US80874YAR18, and, in the case of New Securities sold under Regulation S of the Securities Act, the CUSIP
number of U8067T AG1 and ISIN of USU8067TAG14.



 


3.       NO
RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder or controlling person of the Issuer or any Guarantor,
as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Additional Securities, any Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Additional Securities by accepting an Additional Security waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Additional Securities.


 


4.       RATIFICATION
OF EXISTING INDENTURE; SUPPLEMENTAL INDENTURE PART OF EXISTING INDENTURE. Except as expressly amended hereby, the Existing Indenture
is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Existing Indenture for all purposes, and every Holder heretofore or hereafter
authenticated and delivered shall be bound hereby.


 


5.       NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 






     


     


    

 


6.       COUNTERPARTS.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile
or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and
may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all purposes.


 


7.       EFFECT
OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof.


 


8.       THE
TRUSTEE. The Trustee shall not be responsible in any manner whatsoever 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 Guarantors
and the Issuer.


 


 


 


[Signatures on following page]


  




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.


   





	 	
        SCIENTIFIC GAMES INTERNATIONAL, INC. 

	 	 	 
	 	By: 	/s/ Michael A. Quartieri
	 	Name:	Michael A. Quartieri
	 	Title:	Executive Vice President, Chief Financial Officer, Secretary and Treasurer


   




 


	 	
        SCIENTIFIC GAMES CORPORATION 

	 	 	 
	 	By: 	/s/ Michael A. Quartieri
	 	Name:	Michael A. Quartieri
	 	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary


 


	 	
        WILLIAMS ELECTRONICS GAMES, INC.

        SCIENTIFIC GAMES SA, INC.

        SCIENTIFIC GAMES PRODUCTS, INC.

        BALLY TECHNOLOGIES, INC.

        BALLY GAMING, INC.

        SG GAMING NORTH AMERICA, INC.

	 	 	 
	 	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



 


 


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        GO FOR A MILLION PRODUCTIONS, LLC

        SCIENTIFIC GAMES DISTRIBUTION, LLC

        SCIENTIFIC GAMES PRODUCTIONS, LLC

	 	 	 
	 	By:	SG Gaming North America, Inc.,
	 	 	as its Sole Member
	 	 	 
	 	By: 	/s/ Michael A. Quartieri
	 	Name:	Michael A. Quartieri
	 	Title:	Treasurer and Secretary


 


	 	
        SHFL PROPERTIES, LLC

        BALLY PROPERTIES EAST, LLC

        BALLY PROPERTIES WEST, LLC

	 	 	 
	 	By:	Bally Gaming, Inc.,
	 	 	as its Sole Member
	 	 	 
	 	By: 	/s/ Michael A. Quartieri
	 	Name:	Michael A. Quartieri
	 	Title:	Treasurer and Secretary




 


 


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        THE TRUSTEE AND COLLATERAL AGENT: 

	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	 
	 	By:	Deutsche Bank National Trust Company
	 	 	 
	 	By: 	/s/ Chris Niesz
	 	Name:	Chris Niesz
	 	Title:	Assistant Vice President
	 	 	 
	 	 	 
	 	By: 	/s/ Kathryn Fischer
	 	Name:	Kathryn Fischer
	 	Title:	Assistant Vice President


 


 







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