Contract
Exhibit 4.6
SUPPLEMENTAL INDENTURE, dated as of November 21, 2014 (this “Supplemental Indenture”), by and among Scientific Games Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined in the indenture referred to herein), Bally Technologies, Inc., a Nevada corporation, Casino Electronics, Inc., a Nevada corporation, Alliance Holding Company, a Nevada corporation, Bally Gaming International, Inc., a Delaware corporation, Bally Gaming, Inc., a Nevada corporation, Bally Gaming GP, LLC, a Nevada limited liability company, Bally Gaming LP, LLC, a Nevada limited liability company, Bally Properties East, LLC, a Nevada limited liability company, Bally Properties West, LLC, a Nevada limited liability company, Compudigm Services, Inc., a Nevada corporation, SHFL Properties, LLC, a Nevada limited liability company, Sierra Design Group, a Nevada corporation and Arcade Planet, Inc., a California corporation (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 September 22, 2010, as amended and supplemented (the “Indenture”), relating to the Company’s 8.125% Senior Subordinated Notes due 2018;
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.
(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.
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Company: | ||
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SCIENTIFIC GAMES CORPORATION | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President — Worldwide Legal Affairs |
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and Corporate Secretary |
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Additional Guarantors: | ||
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BALLY TECHNOLOGIES, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
President and Treasurer |
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CASINO ELECTRONICS, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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ALLIANCE HOLDING COMPANY | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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BALLY GAMING INTERNATIONAL, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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BALLY GAMING, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
[Signature Page to Supplemental Indenture-2018 Notes]
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BALLY GAMING GP, LLC | ||
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By: |
Bally Gaming, Inc., its sole member | |
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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BALLY GAMING LP, LLC | ||
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By: |
Bally Gaming, Inc., its sole member | |
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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BALLY PROPERTIES EAST, LLC | ||
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By: |
Bally Gaming. Inc., its sole member | |
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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BALLY PROPERTIES WEST, LLC | ||
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By: |
Bally Gaming, Inc., its sole member | |
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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COMPUDIGM SERVICES, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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SHFL PROPERTIES, LLC | ||
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By: |
Bally Gaming, Inc., its sole member | |
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
[Signature Page to Supplemental Indenture-2018 Notes]
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SIERRA DESIGN GROUP | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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ARCADE PLANET, INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
Treasurer and Secretary |
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Existing Guarantors: | ||
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WMS INDUSTRIES INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
General Counsel and Secretary |
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WMS GAMING INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
General Counsel and Secretary |
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WMS INTERNATIONAL HOLDINGS INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
General Counsel and Secretary |
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PHANTOM EFX, LLC | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Manager |
[Signature Page to Supplemental Indenture-2018 Notes]
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XXXX-XXXXX INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
General Counsel and Secretary |
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XXXXXXXX ELECTRONICS GAMES, INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
General Counsel and Secretary |
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WMS FINANCE INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
General Counsel and Secretary |
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LENC SOFTWARE HOLDINGS LLC | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Manager |
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XXXXXXXX INTERACTIVE LLC | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Manager |
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SCIENTIFIC GAMES INTERNATIONAL, INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President, General Counsel and |
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Secretary |
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SG GAMING NORTH AMERICA, INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and Secretary |
[Signature Page to Supplemental Indenture-2018 Notes]
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SCIENTIFIC GAMES PRODUCTS, INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and Secretary |
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MDI ENTERTAINMENT, LLC | ||
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By: |
Scientific Games International, Inc., its sole manager | |
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President, General Counsel and |
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Secretary |
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SCIENTIFIC GAMES SA, INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
General Counsel and Secretary |
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SCIPLAY INC. | ||
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and Secretary |
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SCIENTIFIC GAMES NEW JERSEY, LLC | ||
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By: |
Scientific Games International, Inc., its sole member | |
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President, General Counsel and |
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Secretary |
[Signature Page to Supplemental Indenture-2018 Notes]
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SCIENTIFIC GAMES PRODUCTIONS, LLC | ||
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By: |
SG Gaming North America, Inc., its sole member | |
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and Secretary |
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SCIENTIFIC GAMES DISTRIBUTION, LLC | ||
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By: |
SG Gaming North America, Inc., its sole member | |
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By: |
/s/ Xxxx X. Xxxxx | |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and Secretary |
[Signature Page to Supplemental Indenture-2018 Notes]
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Trustee: | ||
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DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
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By: |
Deutsche Bank National Trust Company | |
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By: |
/s/ Xxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxxxx Xxxxxxx | |
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Name: |
XXXXXX XXXXXXX |
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Title: |
VICE PRESIDENT |
[Signatare Page to Supplemental Indenture-2018 Notes]
