Supplemental Indenture, dated as of January 10, 2018, by and among Scientific Games International, Inc., the subsidiary guarantors party thereto, Scientific Games Corporation and Deutsche Bank Trust Company Americas, as trustee and collateral agent, relating to the Indenture, dated as of November 21, 2014, as amended and supplemented, relating to the 7.000% Senior Secured Notes due 2022

SUPPLEMENTAL INDENTURE, dated as of January 10, 2018 (this “Supplemental Indenture”), by and among Scientific Games International, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the indenture referred to herein), Scientific Games Corporation, a Nevada corporation formerly known as SG Nevada Merger Company (the “Successor Entity”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

WHEREAS, the Issuer, the original Guarantors and the Trustee executed an Indenture, dated as of November 21, 2014, as amended and supplemented (the “Indenture”), relating to the Issuer’s 7.000% Senior Secured Notes due 2022;

WHEREAS, on September 18, 2017, Scientific Games Corporation, a Delaware corporation (“SGMS”), entered into an Agreement and Plan of Merger with the Successor Entity, providing for the merger of SGMS with and into the Successor Entity, with the Successor Entity surviving the merger, for the sole purpose of changing SGMS’s state of incorporation from Delaware to Nevada;

WHEREAS, Section 5.01 of the Indenture provides, among other things, that the Successor Entity must assume, pursuant to a supplemental indenture, the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities and the Indenture applicable to SGMS;

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:

Section 1.01.  Amendment.  The Successor Entity hereby agrees pursuant to Section 5.01 of the Indenture to assume all of the obligations of SGMS under the Securities and the Indenture and to become a Guarantor bound by the Guarantee of the Securities on the terms set forth in Article Eleven of the Indenture.

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 Issuer and the Successor Entity.

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.

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

 

 

	Issuer:
	SCIENTIFIC GAMES INTERNATIONAL, INC.
	By:	/s/ Michael A. Quartieri
		Name:  Michael A. Quartieri
		Title:    Executive Vice President, Chief Financial Officer,               Secretary and Treasurer