EX-4.1 2 v459394_ex4-1.htm EXHIBIT 4.1

 

EXHIBIT 4.1

EXECUTION VERSION

SUPPLEMENTAL INDENTURE

 

Supplemental Indenture (this “Supplemental Indenture”), dated as of February 14, 2017, among Scientific Games International, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Base Indenture (as defined below)) and Deutsche Bank Trust Company Americas, as trustee and collateral agent (in such capacities, the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Existing Indenture (as defined below).

 

W I T N E S S E T H

 

WHEREAS, SGMS Escrow Corp., a Delaware corporation (the “Escrow Issuer”), and the Trustee are party to an indenture dated as of November 21, 2014 (the “Base Indenture”) relating to the Escrow Issuer’s 7.000% Senior Secured Notes due 2022 (the “Escrow Securities”);

 

WHEREAS, upon the merger of the Escrow Issuer with and into the Issuer, the Issuer, the guarantors named in the Acquisition Date Supplemental Indenture (as defined below) and the Trustee entered into that certain Supplemental Indenture dated as of November 21, 2014 (the “Acquisition Date Supplemental Indenture” and, together with the Base Indenture, the “Existing Indenture”);

 

WHEREAS, in connection with the Acquisition Date Supplemental Indenture, the Issuer executed and delivered securities in replacement of the Escrow Securities (such replacement securities, the “Existing Securities”);

 

WHEREAS, Section 2.15 of the Base Indenture provides that the Issuer may, from time to time and in accordance therewith, create and issue Additional Securities under the Base Indenture;

 

WHEREAS, the Issuer wishes to issue an additional $1,150,000,000 aggregate principal amount of its 7.000% Senior Secured Notes due 2022 as Additional Securities (the “New Securities”);

 

WHEREAS, Section 9.01 of the Base Indenture provides that, without the consent of the Holders of any Securities, the Issuer and the Trustee may enter into one or more indentures supplemental to the Base Indenture to provide for the issuance of Additional Securities pursuant to Section 2.15 of the Base Indenture;

 

WHEREAS, the Issuer and the Guarantors are authorized to execute and deliver this Supplemental Indenture;

 

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture; and

 

WHEREAS, all conditions and requirements necessary to the execution and delivery of this Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized.

 

 

 

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental Indenture mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

 

1.       AMOUNT OF NEW SECURITIES. The aggregate principal amount of New Securities to be authenticated and delivered under this Supplemental Indenture on February 14, 2017 is $1,150,000,000.

 

2.       TERMS OF NEW SECURITIES. The New Securities are to be issued as Additional Securities under the Existing Indenture and shall:

 

a.be issued as part of the existing series of Existing Securities under the Existing Indenture, and the New Securities and the Existing Securities shall be a single class for all purposes under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase;

   

b.be issued on February 14, 2017 at a purchase price of 106.00% of the principal amount, and will accrue interest from January 1, 2017;

  

c.be issuable in whole in the form of one or more Global Securities to be held by the Depositary and in the form, including appropriate transfer restriction legends, provided in Exhibit 1 to the Base Indenture; and

  

d.bear, in the case of New Securities sold under Rule 144A of the Securities Act, the CUSIP number of 80874YAR1 and ISIN of US80874YAR18, and, in the case of New Securities sold under Regulation S of the Securities Act, the CUSIP number of U8067T AG1 and ISIN of USU8067TAG14.

 

3.       NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder or controlling person of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Additional Securities, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Additional Securities by accepting an Additional Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Additional Securities.

 

4.       RATIFICATION OF EXISTING INDENTURE; SUPPLEMENTAL INDENTURE PART OF EXISTING INDENTURE. Except as expressly amended hereby, the Existing Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Existing Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

 

5.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

 

 

 

6.       COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

7.       EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof.

 

8.       THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever 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 Guarantors and the Issuer.

 

 

 

[Signatures on following page]

  

 

 

 

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

   

 

SCIENTIFIC GAMES INTERNATIONAL, INC. 

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

   

 

 

SCIENTIFIC GAMES CORPORATION 

     
  By: /s/ Michael A. Quartieri
  Name: Michael A. Quartieri
  Title: Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary

 

 

WILLIAMS ELECTRONICS GAMES, INC.

SCIENTIFIC GAMES SA, INC.

SCIENTIFIC GAMES PRODUCTS, INC.

BALLY TECHNOLOGIES, INC.

BALLY GAMING, INC.

SG GAMING NORTH AMERICA, INC.

     
  By: /s/ Michael A. Quartieri
  Name: Michael A. Quartieri
  Title: Treasurer and Secretary
     
     
 

MDI ENTERTAINMENT, LLC

SCIENTIFIC GAMES NEW JERSEY, LLC

     
  By: Scientific Games International, Inc.,
    as its Sole Member
     
  By: /s/ Michael A. Quartieri
  Name: Michael A. Quartieri
  Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer

 

 

[SGMS - Supplemental Indenture]

 

 

 

 

 

GO FOR A MILLION PRODUCTIONS, LLC

SCIENTIFIC GAMES DISTRIBUTION, LLC

SCIENTIFIC GAMES PRODUCTIONS, LLC

     
  By: SG Gaming North America, Inc.,
    as its Sole Member
     
  By: /s/ Michael A. Quartieri
  Name: Michael A. Quartieri
  Title: Treasurer and Secretary

 

 

SHFL PROPERTIES, LLC

BALLY PROPERTIES EAST, LLC

BALLY PROPERTIES WEST, LLC

     
  By: Bally Gaming, Inc.,
    as its Sole Member
     
  By: /s/ Michael A. Quartieri
  Name: Michael A. Quartieri
  Title: Treasurer and Secretary

 

 

[SGMS - Supplemental Indenture]

 

 

 

 

 

THE TRUSTEE AND COLLATERAL AGENT: 

     
  DEUTSCHE BANK TRUST COMPANY AMERICAS
     
  By: Deutsche Bank National Trust Company
     
  By: /s/ Chris Niesz
  Name: Chris Niesz
  Title: Assistant Vice President
     
     
  By: /s/ Kathryn Fischer
  Name: Kathryn Fischer
  Title: Assistant Vice President

 

 

[SGMS - Supplemental Indenture]