Exhibit 4.3


 


SUPPLEMENTAL INDENTURE


 


dated as of September 22, 2010


 


to


 


INDENTURE


 


dated as of December 23, 2004


 


among


 


Scientific Games Corporation,


 


as Issuer


 


The Subsidiary Guarantors Party Hereto


 


as Guarantors


 


and


 


Wells Fargo Bank, N.A.,


 


as Trustee


 

















 


THIS
SUPPLEMENTAL INDENTURE to the
Indenture (as defined below) (the “Supplemental
Indenture”), dated as of September 22, 2010, is made by and
between Scientific Games Corporation., a Delaware corporation (the “Company”), the Guarantors party hereto and
Wells Fargo Bank, N.A., as trustee (the “Trustee”),
and amends the Indenture, dated as of December 23, 2004, among the
Company, the Guarantors and the Trustee (as amended and supplemented from time
to time, the “Indenture”).  Capitalized terms used in this Supplemental
Indenture and not otherwise defined herein shall have the meanings assigned to
such terms in the Indenture.


 


RECITALS:


 


WHEREAS, Pursuant to the Indenture, the Company has issued
$200,000,000 in aggregate principal amount of 6.25% Senior Subordinated Notes
due 2012 (the “Notes”);


 


WHEREAS,  pursuant to
its Offer to Purchase and Consent Solicitation Statement dated September 8,
2010, (as the same may be amended, supplemented or modified from time to time,
the “Offer to Purchase”) and the related
Letter of Transmittal and Consent (as the same may be amended, supplemented or
modified from time to time, together with the Offer to Purchase, the “Offer Documents”), the Company commenced a cash tender offer
for any and all of the outstanding Notes (the “Tender Offer”)
and solicited consents of the holders of the Notes (the “Consent
Solicitation”) to amend the terms of the Indenture as set forth in Article I
herein (the “Proposed Amendments”);


 


WHEREAS, pursuant to Section 9.02 of the Indenture, the
written consent of holders of at least a majority in aggregate principal amount
of the outstanding Notes (the “Requisite Consents”)
is sufficient to adopt the Proposed Amendments;


 


WHEREAS,  having
received the Requisite Consents to the Proposed Amendments, the Company and the
Guarantors desire to amend the Indenture as provided hereinafter;


 


WHEREAS,  all other
conditions and requirements necessary to make this Supplemental Indenture a
valid,  binding and legal instrument
enforceable in accordance with its terms have been performed and fulfilled by
the parties hereto, and the execution and delivery thereof have been in all
respects duly authorized by the parties hereto;


 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements contained in this
Supplemental Indenture, the parties agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes:


 


ARTICLE I


AMENDMENTS


 


Section 1.01.  Certain
Defined Terms.  The following provisions set forth in Section 1.01
(Definitions) of the Indenture are hereby amended as follows:


 


2

















 


(a)          Section 1.01 of the Indenture is
amended by deleting from such Section those defined terms and section references
that, by virtue of the amendments effected by this Supplemental Indenture, are
no longer used in the Indenture or the Notes as amended hereby.


 


(b)         Subsections (5) and (6) of
the definition of “Asset Sale” are deleted in their entirety and replaced with
the following:


 


“(5)                         {Reserved};


 


(6)                           {Reserved}; and”


 


(c)          Subsection (7) of the definition
of “Guarantor Senior Debt” is deleted in its entirety and replaced with the
following:


 


“(7)                         {Reserved};”


 


(d)         Subsection (7) of the definition
of “Senior Debt” is deleted in its entirety and replaced with the following:


 


“(7)         {Reserved}.


 


Section 1.02.  The fourth
paragraph of Section 2.02 (Execution and Authentication) is hereby deleted
in its entirety and replaced with the following:


 


“The
Trustee shall authenticate Securities for original issue on the Issue Date in
the aggregate principal amount of $200,000,000 and, at any time and from time
to time thereafter, the Trustee shall authenticate Securities for original
issue in an aggregate principal amount specified in a written order of the
Company in the form of an Officers’ Certificate. The Officers’ Certificate
shall specify the amount of Securities to be authenticated and the date on
which the Securities are to be authenticated. Upon receipt of a written order
of the Company in the form of an Officers’ Certificate, the Trustee shall
authenticate Securities in substitution for Securities originally issued to
reflect any name change of the Company. The Trustee may appoint an
authenticating agent reasonably acceptable to the Company to authenticate
Securities. Unless otherwise provided in the appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company and Affiliates of the Company.”


 


Section 1.03.  
Section 2.15 (Issuance of Additional Securities) is hereby deleted
in its entirety and replaced with the following:


 


“SECTION 2.15        Issuance
of Additional Securities.  After the
Issue Date, the Company shall be entitled to issue Additional Securities under
this Indenture in an unlimited aggregate principal amount, which Securities
shall have identical terms as the Initial Securities issued on the Issue Date,
other than with respect to the date of issuance and issue price.  The Initial Securities issued on the Issue
Date, any Additional Securities and all Exchange


 


3

















 


Securities
issued in exchange therefor shall be treated as a single class for all purposes
under this Indenture, including waivers, amendments, redemptions and offers to
purchase.


 


With
respect to any Additional Securities, the Company shall set forth in a Board
Resolution of the Board of Directors of the Company and an Officers’
Certificate, a copy of each of which shall be delivered to the Trustee, the
following information:


 


A)           the aggregate principal amount of such Additional Securities
to be authenticated and delivered pursuant to this Indenture;


 


B)            the issue price, the issue date and the CUSIP number of
such Additional Securities; provided, however, that Additional
Securities may be issued only if they are fungible with the other Securities
issued under this Indenture for United States federal income tax purposes; and


 


whether
such Additional Securities shall be Initial Securities or shall be issued in
the           form of Exchange Securities
as set forth in Exhibit 2 to Appendix A.


 


Section 1.04.         The heading and text of each of Section 4.03
(Limitation on Restricted Payments), Section 4.04 (Limitation on
Incurrence of Additional Indebtedness), Section 4.06 (Payment of Taxes and
Other Claims), Section 4.07 (Maintenance of Properties and Insurance), Section 4.08
(Compliance Certificate; Notice of Default), Section 4.09 (Compliance With
Laws), Section 4.10 (Commission Reports), Section 4.11 (Waiver of
Stay, Extension or Usury Laws), Section 4.12 (Limitations on Transactions
with Affiliates), Section 4.13 (Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries), Section 4.14 (Limitation on Liens), Section 4.15
(Change of Control), Section 4.16 (Limitation on Asset Sales), Section 4.17
(Limitation on Preferred Stock of Restricted Subsidiaries), Section 4.18
(Limitation on Sale and Leaseback Transactions), Section 4.19 (Limitation
of Guarantees by Restricted Subsidiaries), clauses (2) and (3) of the
first paragraph and clauses (3) and (4) of the fourth paragraph of Section 5.01(Merger,
Consolidation and Sale of Assets), and clauses (c), (d) and (e) of Section 6.01
(Events of Default) of the Indenture are deleted in their entirety and are each
replaced with the following:


 


“{Reserved}”.


 


Section 1.05.       Clause (b) of Section 6.01 is hereby
deleted in its entirety and replaced with the following:


 


“(b) the failure to pay the
principal on any Securities, when such principal becomes due and payable, at
maturity, upon redemption or otherwise;


 


Section 1.06.  Section 7.05
(Notice of Default) is hereby deleted in its entirety and replaced with the
following:


 


“Notice
of Default.  If an Event of Default
occurs and is continuing and the Trustee receives actual notice of such event,
the Trustee shall mail to each Securityholder, as their names and addresses
appear on the Securityholder list described in Section 2.05, notice of 


 


4

















 


the
uncured Event of Default within 90 days after the Trustee receives such notice.
Except in the case of an Event of Default in payment of principal of, or
interest on, any Security, the Trustee shall not be deemed to have actual
knowledge or actual notice of an Event of Default unless a Responsible Officer
of the Trustee has received written notice of such Event of Default. The
Trustee may withhold the notice if and so long as the Board of Directors, the
executive committee, or a trust committee of directors and/or Responsible
Officers, of the Trustee in good faith determines that withholding the notice
is in the interest of the Securityholders. As used herein, the term “actual
knowledge” means the actual fact or state of knowing, without any duty to make
any investigation with regard thereto.”


 


Section 1.07.  The first
sentence of subsection (c) of Section 8.02 (Legal Defeasance and
Covenant Defeasance) is hereby deleted in its entirety and replaced with the
following:


 


“Upon
the Company’s exercise under paragraph (a) hereof of the option applicable
to this paragraph (c), the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.03, be released from its Obligations
under the covenants contained in Article Five with respect to the
outstanding Securities on and after the date the conditions set forth below are
satisfied (hereinafter, “Covenant Defeasance”),
and the Securities shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “outstanding” for all other purposes hereunder (it
being understood that such Securities shall not be deemed outstanding for
accounting purposes) and Holders of the Securities and any amounts deposited
under Section 8.03 shall cease to be subject to any other obligations.”


 


Section 1.08.  The second
paragraph of Section 9.02 (With Consent of Holders) is hereby deleted in
its entirety.


 


Section 1.09.  The first
sentence of Section 11.04(a) (Release of a Guarantor) is hereby
deleted in its entirety and replaced with the following:


 


“(a) 
Upon (i) the consolidation or merger of a Guarantor with or into any
Person in compliance with Article Five, in each case, (A) other than
to the Company or an Affiliate of the Company and (B) in a transaction
following which all liability of such Guarantor with respect to Indebtedness of
the Company shall have been released by the holders of such Indebtedness, (ii) the
liquidation or dissolution of any Guarantor in accordance with this Indenture
or (iii) a Guarantor ceasing to be a Restricted Subsidiary, such Guarantor’s
Guarantee pursuant to this Article Eleven shall be released, and such
Guarantor shall be deemed released from all Obligations under this Indenture
and the Securities without any further action required on the part of the
Trustee or any Holder.”


 


Section 1.10. Section 11.17 (Future
Guarantors) is hereby deleted in its entirety and replaced with the following:


 


“{Reserved}.”


 


5

















 


Section 1.11. Section 13.05 (Statements Required in
Certificate or Opinion) is hereby deleted in its entirety and replaced with the
following:


 


“Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture, shall include:


 


(i)  
a statement that the Person making such certificate or opinion has read such
covenant or condition and the definitions relating thereto;


 


(ii) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or
opinion are based;


 


(iii) a
statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and


 


(iv) a
statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however, that with
respect to matters of fact an Opinion of Counsel may rely on an Officers’
Certificate or certificates of public officials.”


 


Section 1.12.  Any Notes
issued under any provision of the Indenture subsequent to the date of this
Supplemental Indenture shall bear a notation, in form acceptable to the
Trustee, referring to this Supplemental Indenture, and shall vary from the form
attached to the Indenture as Exhibit 1
to Appendix A and Exhibit 2
to Appendix A as follows:


 


(a) Section 4
of the form of Note attached as Exhibit 1 to Appendix
A and Exhibit 2 to Appendix A to the
Indenture shall be deleted in its entirety and replaced with the following:


 


“4.  Indenture.


 


The
Company issued the Securities under an Indenture, dated as of December 23,
2004 (the “Indenture”), by and among the Company, the Guarantors named therein
and the Trustee. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”),
as in effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA and as it may be amended from time to
time. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of them. The Securities are senior subordinated obligations
of the Company initially limited in aggregate principal amount to $200,000,000
on the Issue Date, and unlimited in aggregate principal amount thereafter.”


 


6

















 


(b)         The text of each of Sections 8 and 14
of the form of Note attached as Exhibit 1 to Appendix A and Exhibit 2
to Appendix A to the Indenture shall be deleted in its entirety and replaced
with the following:


 


“{Reserved}”.


 


(e)  The
“Option of Holder to Elect Purchase” form attached to the form of Note attached
as Exhibit 1 to Appendix A and Exhibit 2 to Appendix A to the
Indenture is hereby deleted in its entirety and replaced with the following:


 


“{Reserved}”.


 


Section 1.13.  Deletion of Certain References.  Except as otherwise provided for in this Article I,
all references in the Indenture to the Sections and definitions of the
Indenture deleted pursuant to Sections 1.01 and 1.04 of this Supplemental
Indenture are hereby deleted.


 


ARTICLE II


MISCELLANEOUS


 


Section 2.01.  Effectiveness.  This
Supplemental Indenture will become effective upon the execution and delivery of
the Supplemental Indenture by the parties hereto provided that the Proposed
Amendments shall not become operative until the first day on which Notes are
accepted for payment by the Company pursuant to the Offer Documents following
the receipt of the Requisite Consents to the Proposed Amendments.


 


Section 2.02.  Confirmation.  Except
as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  Upon the execution and delivery of this
Supplemental Indenture by the Company and the Trustee, this Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder
of Securities heretofore or hereafter authenticated and delivered shall be
bound hereby.  Any and all references to the Indenture, whether
within the Indenture or in any notice, certificate or other instrument or
document, shall be deemed to include a reference to this Supplemental Indenture
(whether or not made), unless the context shall otherwise require.


 


Section 2.03.  Counterparts.  This
Supplemental Indenture may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.


 


Section 2.04.  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 law to the extent that
the application of the law of another jurisdiction would be required thereby.


 


Section 2.05.  Conflicts
with Trust Indenture Act.  If any
provision of this Supplemental Indenture limits, qualifies or conflicts with
any provision of the TIA that is required under the 


 


7

















 


TIA
to be part of and govern any provision of this Supplemental Indenture, the
provision of the TIA shall control. If any provision of this Supplemental
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the provision of the TIA shall be deemed to apply to the Indenture
as so modified or to be excluded by this Supplemental Indenture, as the case
may be.


 


Section 2.06.  Trustee.  The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.  The recitals and statements herein are
deemed to be those of the Company and Guarantors and not of the Trustee.


 


8
















 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the day and
year written above.


 


 


	
   

  	
  THE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    Vice President, General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    Vice President, General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AUTOTOTE
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    Vice President, General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    Vice President, General Counsel and
  Secretary

  



 

















 


	
   

  	
  SCIENTIFIC
  GAMES SA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  MDI
  ENTERTAINMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Scientific
  Games International, Inc., as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  

  	
  Ira
  H. Raphaelson

  
	
   

  	
   

  	
  Title:
    

  	
  Vice
  President, General Counsel and Secretary of Scientific Games
  International, Inc., sole member of MDI Entertainment, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES RACING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    Vice President, General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  TRACKPLAY
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Scientific
  Games Racing, LLC, as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  

  	
  Ira
  H. Raphaelson

  
	
   

  	
   

  	
  Title:
    

  	
  Vice
  President, General Counsel and Secretary of Scientific Games Racing, LLC,
  sole member of Trackplay LLC

  



 

















 


	
   

  	
  SG
  RACING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AUTOTOTE
  GAMING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:
    Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A.

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  /s/
  Raymond Delli Colli

  
	
   

  	
   

  	
  Name:
  Raymond Delli Colli

  
	
   

  	
   

  	
  Title:
    Vice President