Exhibit 4.4

 

Execution Version

 

SUPPLEMENTAL INDENTURE TO BE DELIVERED

ON THE BALLY ACQUISITION DATE

 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 21, 2014, among Scientific Games International, Inc., a Delaware corporation (“SGI”), each of the Guarantors listed on the signature pages hereto (the “Supplemental Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture (as defined below).

 

W I T N E S S E T H

 

WHEREAS, SGMS Escrow Corp., a Delaware corporation (the “Escrow Issuer”) has heretofore executed and delivered to the Trustee an indenture dated as of November 21, 2014 (the “Initial Indenture” as supplemented by this Supplemental Indenture, the “Indenture”) relating to the Escrow Issuer’s 7.000% Senior Secured Notes due 2022 (the “Securities”);

 

WHEREAS, on the date hereof, the Escrow Issuer is merging with and into SGI, with SGI being the surviving Person of such merger and the Escrow Issuer ceasing to exist (the “Merger”); and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental Indenture mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

 

1.                                      ASSUMPTION OF OBLIGATIONS. Effective upon consummation of the Merger, the Company, pursuant to Article 5 of the Indenture, hereby expressly assumes and agrees to pay, perform and/or discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Escrow Issuer under the Indenture and the Securities. The Company hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Securities to which Escrow Issuer was theretofore bound and, as the Surviving Entity, shall succeed to, and be substituted for, and may exercise every right and power of, the Escrow Issuer under the Indenture and the Securities, and the Escrow Issuer is relieved of all of its obligations and duties under the Indenture and the Securities.

 

2.                                      AGREEMENT TO GUARANTEE. Each Supplemental Guarantor hereby agrees, jointly and severally with all other Supplemental Guarantors, and fully and unconditionally, to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.                                      NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder or controlling person of the Company or any Supplemental Guarantor, as such, shall have any liability for any obligations of the Company or any Supplemental Guarantor under

 











 

the Securities, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

 

4.                                      NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

5.                                      COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

6.                                      EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof.

 

7.                                      THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever 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 Supplemental Guarantors and the Company.

 

[Signatures on following page]

 











 

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

	
 
    	
SCIENTIFIC GAMES INTERNATIONAL, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
Name:
    	
Jack B. Sarno
    
	
 
    	
 
    	
Title:
    	
Vice President, General Counsel and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SCIENTIFIC GAMES CORPORATION
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
Name:
    	
Jack B. Sarno
    
	
 
    	
 
    	
Title:
    	
Vice President — Worldwide Legal Affairs and Corporate Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BALLY TECHNOLOGIES, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CASINO ELECTRONICS, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ALLIANCE HOLDING COMPANY
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BALLY GAMING INTERNATIONAL, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    


 

[Signature Page to the Supplemental Indenture (Secured Notes)]

 











 

	
 
    	
SHFL PROPERTIES, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Bally Gaming, Inc., its sole member
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SIERRA DESIGN GROUP
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ARCADE PLANET, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WMS INDUSTRIES INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
Name:
    	
Jack B. Sarno
    
	
 
    	
 
    	
Title:
    	
General Counsel and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    


 

[Signature page to the Supplemental Indenture (Secured Notes)]

 











 

	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WILLIAMS INTERACTIVE LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jack B. Sarno
    
	
 
    	
 
    	
Name:
    	
Jack B. Sarno
    
	
 
    	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    


 

[Signature page to the Supplemental Indenture (Secured Notes)]

 











 

	
 
    	
MDI ENTERTAINMENT, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Scientific Games International, Inc., its sole manager
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    


 

[Signature page to the Supplemental Indenture (Secured Notes)]

 











 

	
 
    	
BALLY GAMING, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BALLY GAMING GP, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Bally Gaming, Inc., its sole member
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BALLY GAMING LP, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Bally Gaming, Inc., its sole member
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BALLY PROPERTIES EAST, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Bally Gaming, Inc., its sole member
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BALLY PROPERTIES WEST, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Bally Gaming, Inc., its sole member
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
COMPUDIGM SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott D. Schweinfurth
    
	
 
    	
 
    	
Name:
    	
Scott D. Schweinfurth
    
	
 
    	
 
    	
Title:
    	
Treasurer and Secretary
    


 

[Signature page to the Supplemental Indenture (Secured Notes)]

 











 

	
 
    	
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
    


 

[Signature page to the Supplemental Indenture (Secured Notes)]

 











 

	
 
    	
THE TRUSTEE:
    
	
 
    	
 
    
	
 
    	
DEUTSCHE BANK TRUST COMPANY AMERICAS
    
	
 
    	
 
    
	
 
    	
By:
    	
Deutsche Bank National Trust Company
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Wanda Camacho
    
	
 
    	
 
    	
Name:
    	
Wanda Camacho
    
	
 
    	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ RODNEY GAUGHAN
    
	
 
    	
 
    	
Name:
    	
RODNEY GAUGHAN
    
	
 
    	
 
    	
Title:
    	
VICE PRESIDENT
    


 

[Signature Page to the Supplemental Indenture (Secured Notes)