ARTICLE ONE AMENDMENT
Exhibit 4.3
SUPPLEMENTAL INDENTURE, dated as of October 18, 2013 (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), WMS Industries Inc., a Delaware corporation, WMS Gaming Inc., a Delaware corporation, WMS International Holdings Inc., a Delaware corporation, Phantom EFX, LLC, an Iowa limited liability company, Lenc-Smith Inc., a Delaware corporation, Williams Electronics Games, Inc., a Delaware corporation, WMS Finance Inc., a Delaware corporation, Lenc Software Holdings LLC, a Delaware limited liability company and Williams Interactive LLC, a Delaware 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 August 20, 2012 (the Indenture), relating to the Companys 6.250% Senior Subordinated Notes due 2020;
WHEREAS, under certain circumstances, Section 11.17 of the Indenture requires the Company to cause each of the Companys 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. Trustees 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 INTERNATIONAL, INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Vice President, General Counsel and Secretary |
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| Additional Guarantors: | |
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| WMS INDUSTRIES INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: General Counsel and Secretary |
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| WMS GAMING INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: General Counsel and Secretary |
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| WMS INTERNATIONAL HOLDINGS INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: General Counsel and Secretary |
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| PHANTOM EFX, LLC | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Manager |
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| LENC-SMITH INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: General Counsel and Secretary |
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Signature Page to Supplemental Indenture-2020 Notes |
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| WILLIAMS ELECTRONICS GAMES, INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: General Counsel and Secretary |
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| WMS FINANCE INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: General Counsel and Secretary |
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| LENC SOFTWARE HOLDINGS LLC | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Manager |
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| WILLIAMS INTERACTIVE LLC | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Manager |
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| Existing Guarantors: | |
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| SCIENTIFIC GAMES CORPORATION | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Vice President Worldwide Legal Affairs and Corporate Secretary |
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| SG GAMING NORTH AMERICA, INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Vice President & Secretary |
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Signature Page to Supplemental Indenture-2020 Notes |
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| SCIENTIFIC GAMES PRODUCTS, INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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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 member | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Vice President, General Counsel and Secretary |
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| SCIENTIFIC GAMES SA, INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: General Counsel and Secretary |
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| SCIPLAY INC. | |
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| By: | /s/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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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/ Jack B. Sarno |
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| Name: Jack B. Sarno |
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| Title: Vice President, General Counsel and Secretary |
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Signature Page to Supplemental Indenture-2020 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/ Chris Niesz |
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| Name: Chris Niesz |
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| Title: Associate |
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Signature Page to Supplemental Indenture-2020 Notes |