SGMS 9.30.2014 EX4.3






Exhibit 4.3
SUPPLEMENTAL INDENTURE, dated as of September 15, 2014 (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), Scientific Games Productions, LLC, a Nevada limited liability company, and Scientific Games Distribution, LLC, a Nevada 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 June 4, 2014 (the “Indenture”), relating to the Company’s 6.625% Senior Subordinated Notes due 2021;
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.
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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/ Jack B. Sarno                    
Name: Jack B. Sarno
Title:   Vice President, General Counsel and 
                  Secretary




Additional Guarantors:


SCIENTIFIC GAMES PRODUCTIONS, LLC


By:  SG Gaming North America, Inc., its sole member


By:    /s/ Jack B. Sarno                    
Name: Jack B. Sarno
Title:   Vice President and Secretary




SCIENTIFIC GAMES DISTRIBUTION, LLC


By:  SG Gaming North America, Inc., its sole member


By:    /s/ Jack B. Sarno                    
Name: Jack B. Sarno
Title:   Vice President and Secretary


Existing Guarantors:


WMS INDUSTRIES INC.


By:    /s/ Jack B. Sarno                    
Name: Jack B. Sarno
Title:   General Counsel and Secretary





Signature Page to Supplemental Indenture-2021 Notes






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




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



Signature Page to Supplemental Indenture-2021 Notes
 






WILLIAMS INTERACTIVE LLC


By:    /s/ Jack B. Sarno                    
Name: Jack B. Sarno
Title:   Manager




SCIENTIFIC GAMES CORPORATION


By:    /s/ Jack B. Sarno                    
Name: Jack B. Sarno
Title:   Vice President – Worldwide Legal Affairs 
                  and Corporate Secretary




SG GAMING NORTH AMERICA, INC.


By:    /s/ Jack B. Sarno                    
Name: Jack B. Sarno
Title:   Vice President and Secretary




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







Signature Page to Supplemental Indenture-2021 Notes
 




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-2021 Notes
 






Trustee:




DEUTSCHE BANK TRUST COMPANY AMERICAS


By:    /s/ Chris Niesz                
Name: Chris Niesz
Title: Assistant Vice President









Signature Page to Supplemental Indenture-2021 Notes