Contract

Exhibit 4.5

SUPPLEMENTAL INDENTURE, dated as of October 2, 2015 (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), Go For A Million Productions, LLC, a Nevada limited liability corporation (the “Additional Guarantor”), 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 November 21, 2014, as amended and supplemented (the “Indenture”), relating to the Company’s 7.000% Senior Secured Notes due 2022;

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.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Senior Vice President, Chief Financial Officer and Secretary

Additional Guarantor:

GO FOR A MILLION PRODUCTIONS, LLC

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

Existing Guarantors:

PHANTOM EFX, LLC

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Manager

XXXXXXXX ELECTRONICS GAMES, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

LENC SOFTWARE HOLDINGS LLC

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Manager

SCIENTIFIC GAMES CORPORATION

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Executive Vice President, Chief Financial Officer and Corporate Secretary

SG GAMING NORTH AMERICA, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

SCIENTIFIC GAMES PRODUCTS, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

MDI ENTERTAINMENT, LLC

By: Scientific Games International, Inc., its sole member

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Senior Vice President, Chief Financial Officer and Secretary

SCIENTIFIC GAMES SA, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

SCIPLAY INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

SCIENTIFIC GAMES NEW JERSEY, LLC

By: Scientific Games International, Inc., its sole member

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Senior Vice President, Chief Financial Officer and Secretary

SCIENTIFIC GAMES PRODUCTIONS, LLC

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

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

SCIENTIFIC GAMES DISTRIBUTION, LLC

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

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

BALLY TECHNOLOGIES, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

BALLY GAMING, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

BALLY GAMING GP, LLC

By: Bally Gaming, Inc., its sole member

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

BALLY GAMING LP, LLC

By: Bally Gaming, Inc., its sole member

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

BALLY PROPERTIES EAST, LLC

By: Bally Gaming, Inc., its sole member

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

BALLY PROPERTIES WEST, LLC

By: Bally Gaming, Inc., its sole member

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

COMPUDIGM SERVICES, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

SHFL PROPERTIES, LLC

By: Bally Gaming, Inc., its sole member

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

SIERRA DESIGN GROUP

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

ARCADE PLANET, INC.

By:    /s/ Xxxxx X. Xxxxxxxxxxxx                

Name: Xxxxx X. Xxxxxxxxxxxx

Title: Treasurer and Secretary

Trustee:

DEUTSCHE BANK TRUST COMPANY AMERICAS,

a New York banking corporation

By: /s/ Xxxxx Xxxxx                    

Print Name: Xxxxx Xxxxx                    

Its: Authorized Signatory

By: /s/ Xxxxxxx Xxxxxxx                    

Print Name: Xxxxxxx Xxxxxxx                

Its: Authorized Signatory