Exhibit 4.2

 

SUPPLEMENTAL INDENTURE, dated as of October 18, 2013 (this “Supplemental Indenture”), by and among Scientific Games Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), WMS Industries Inc., a Delaware corporation, WMS Gaming Inc., a Delaware corporation, WMS International Holdings Inc., a Delaware corporation, Phantom EFX, LLC, an Iowa limited liability company, Lenc-Smith Inc., a Delaware corporation, Williams Electronics Games, Inc., a Delaware corporation, WMS Finance Inc., a Delaware corporation, Lenc Software Holdings LLC, a Delaware limited liability company and Williams Interactive LLC, a Delaware limited liability company (collectively, the “Additional Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as successor trustee (the “Trustee”).

 

WHEREAS, the Company, the original Guarantors and the Trustee executed an Indenture, dated as of September 22, 2010 (the “Indenture”), relating to the Company’s 8.125% Senior Subordinated Notes due 2018;

 

WHEREAS, under certain circumstances, Section 11.17 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 Eleven 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.  Each of the Additional Guarantors hereby agrees 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 Company and the Additional Guarantors.

 

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.

 

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

 











 

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 CORPORATION
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Vice President – Worldwide Legal Affairs and Corporate Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Additional   Guarantors:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
WMS INDUSTRIES INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
WMS GAMING INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
WMS INTERNATIONAL HOLDINGS INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
PHANTOM EFX, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
LENC-SMITH INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
Signature Page to   Supplemental Indenture-2018 Notes
    


 











 

	
 
    	
 
    	
WILLIAMS ELECTRONICS GAMES, INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
WMS FINANCE INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
LENC SOFTWARE HOLDINGS LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
WILLIAMS INTERACTIVE LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Existing   Guarantors:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SCIENTIFIC GAMES INTERNATIONAL, INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Vice President, General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SG GAMING NORTH AMERICA, INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Vice President & Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
Signature Page to   Supplemental Indenture-2018 Notes
    


 











 

	
 
    	
 
    	
SCIENTIFIC GAMES PRODUCTS, INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Vice President and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
MDI ENTERTAINMENT, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: Scientific Games International, Inc., its   sole member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Vice President, General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SCIENTIFIC GAMES SA, INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SCIPLAY INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Vice President and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
SCIENTIFIC GAMES NEW JERSEY, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: Scientific Games International, Inc., its   sole member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Name:   Jack B. Sarno
    
	
 
    	
 
    	
 
    	
Title:   Vice President, General Counsel and Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
Signature Page to   Supplemental Indenture-2018 Notes
    


 











 

	
 
    	
 
    	
Trustee:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: Deutsche Bank National Trust Company
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Chris Niesz
    
	
 
    	
 
    	
 
    	
Name:   Chris Niesz
    
	
 
    	
 
    	
 
    	
Title:   Associate
    
	
 
    	
 
    	
 
    	
 
    
	
Signature Page to   Supplemental Indenture-2018 Notes