Document

Exhibit 4.64

SUPPLEMENTAL INDENTURE, dated as of October 19, 2021 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), SGP Holdco, Inc., a Delaware corporation (the “Additional Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
WHEREAS, the Company, the original Guarantors and the Trustee executed an Indenture, dated as of July 1, 2020, as amended and supplemented (the “Indenture”), relating to the Company’s 8.625% Senior Unsecured Notes due 2025;
WHEREAS, under certain circumstances, Section 10.17 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 Ten 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.  The Additional Guarantor hereby agrees to become a Guarantor bound by the Guarantee of the Securities on the terms set forth in Article Ten 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 Guarantor.
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.


												
		Company:
				
		SCIENTIFIC GAMES INTERNATIONAL, INC.
				
		By:	/s/ Patrick J. McHugh

			Name: 	Patrick J. McHugh
			Title:  	President and Chief Executive Officer, 

				Secretary and Treasurer

				
		Additional Guarantor:
				
		SGP HOLDCO, INC.

				
		By:	/s/ Patrick J. McHugh

			Name:	Patrick J. McHugh
			Title:	President, Secretary and Treasurer
				
		Existing Guarantors:
				
		SCIENTIFIC GAMES CORPORATION
				
		By:	/s/ Constance P. James
			Name:	Constance P. James
			Title:	Executive Vice President, Chief Financial
				Officer, Treasurer and Corporate Secretary


[Signature Page to Supplemental Indenture – 2025 Senior Unsecured Notes]




 

												
		SG GAMING, INC.
				
		By:	/s/ Matthew Wilson

			Name: 	Matthew Wilson

			Title:  	President, Treasurer and Secretary
				
		SG GAMING NORTH AMERICA, INC.

				
		By:	/s/ Patrick J. McHugh

			Name:	Patrick J. McHugh
			Title:	President
				
		DON BEST SPORTS CORPORATION
				
		By:	/s/ Jordan Levin

			Name:	Jordan Levin

			Title:	President, Treasurer and Secretary
				
		MDI ENTERTAINMENT, LLC
				
		By:	Scientific Games International, Inc., its sole member/manager
				
		By:	/s/ Patrick J. McHugh

			Name:	Patrick J. McHugh
			Title:	President and Chief Executive Officer, 
				Secretary and Treasurer
				
		SCIENTIFIC GAMES NEW JERSEY, LLC
				
		By:	Scientific Games International, Inc., its sole member/manager
				
		By:	/s/ Patrick J. McHugh

			Name:	Patrick J. McHugh
			Title:	President and Chief Executive Officer,
				Secretary and Treasurer


[Signature Page to Supplemental Indenture – 2025 Unsecured Notes]








												
		NYX DIGITAL GAMING (USA), LLC
				
		By:	Scientific Games Corporation, its sole member
				
		By:	/s/ Constance P. James

			Name: 	Constance P. James
			Title:  	Executive Vice President, Chief Financial 
				Officer, Treasurer and Corporate Secretary

				
		SCIENTIFIC GAMES, INC.
				
		By:	/s/ Patrick J. McHugh

			Name:	Patrick J. McHugh
			Title:	President, Secretary and Treasurer
				
		SCIENTIFIC GAMES PRODUCTS, LLC
				
		By:	SGP Holdco, Inc., its sole member
				
		By:	/s/ Patrick J. McHugh

			Name:	Patrick J. McHugh
			Title:	President, Secretary and Treasurer


[Signature Page to Supplemental Indenture – 2025 Senior Unsecured Notes]








												
		Trustee:
				
		DEUTSCHE BANK TRUST COMPANY AMERICAS
				
		By:	/s/ Chris Niesz                                                                        

		Printed Name: 	Chris Niesz
		Its: Authorized Signatory
				
		By:	/s/ Sebastian Hidalgo                                                              

		Printed Name:	Sebastian Hidalgo
		Its: Authorized Signatory










[Signature Page to Supplemental Indenture – 2025 Senior Unsecured Notes]