Contract
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
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
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.
Company:
SCIENTIFIC GAMES INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President, General Counsel and
Secretary
Additional Guarantors:
SCIENTIFIC GAMES PRODUCTIONS, LLC
By: SG Gaming North America, Inc., its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
SCIENTIFIC GAMES DISTRIBUTION, LLC
By: SG Gaming North America, Inc., its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
Existing Guarantors:
WMS INDUSTRIES INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: General Counsel and Secretary
Signature Page to Supplemental Indenture-2021 Notes
WMS GAMING INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: General Counsel and Secretary
WMS INTERNATIONAL HOLDINGS INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: General Counsel and Secretary
PHANTOM EFX, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Manager
XXXX-XXXXX INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: General Counsel and Secretary
XXXXXXXX ELECTRONICS GAMES, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: General Counsel and Secretary
WMS FINANCE INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: General Counsel and Secretary
LENC SOFTWARE HOLDINGS LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Manager
Signature Page to Supplemental Indenture-2021 Notes
XXXXXXXX INTERACTIVE LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Manager
SCIENTIFIC GAMES CORPORATION
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President – Worldwide Legal Affairs
and Corporate Secretary
SG GAMING NORTH AMERICA, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
SCIENTIFIC GAMES PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
MDI ENTERTAINMENT, LLC
By: Scientific Games International, Inc., its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President, General Counsel and
Secretary
SCIENTIFIC GAMES SA, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: General Counsel and Secretary
Signature Page to Supplemental Indenture-2021 Notes
SCIPLAY INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
SCIENTIFIC GAMES NEW JERSEY, LLC
By: Scientific Games International, Inc., its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President, General Counsel and
Secretary
Signature Page to Supplemental Indenture-2021 Notes
Trustee:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Assistant Vice President
Signature Page to Supplemental Indenture-2021 Notes
