Exhibit 4.5


 


 


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 June 4, 2014, as amended and supplemented (the “Indenture”), relating to the Issuer’s 6.625% Senior Subordinated Notes due 2021;







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-2021 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-2021 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-2021 Notes