Exhibit 4.7


 




  



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 10.000% Senior Unsecured 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.


 


(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.


 





	 	
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 Unsecured 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 Unsecured 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 Unsecured Notes