Exhibit



EXHIBIT 10.3



SUPPLEMENTAL INDENTURE, dated as of July 14, 2017 (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), Lapis Software Associates, LLC, a New Jersey limited liability corporation (the “Additional Guarantor”), 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 November 21, 2014, as amended and supplemented (the “Indenture”), relating to the Company’s 10.000% Senior Unsecured Notes due 2022;
WHEREAS, under certain circumstances, Section 10.17 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 Ten 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.  The Additional Guarantor hereby agrees to become a Guarantor bound by the Guarantee of the Securities on the terms set forth in Article Ten 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 Guarantor.
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.
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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/ Michael A. Quartieri                
Name:  Michael A. Quartieri
Title:    Executive Vice President, Chief Financial Officer, Secretary and Treasurer




Additional Guarantor:


LAPIS SOFTWARE ASSOCIATES, LLC


By: Scientific Games International, Inc., its sole member




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


Existing Guarantors:


SCIENTIFIC GAMES CORPORATION


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


GO FOR A MILLION PRODUCTIONS, LLC


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




WILLIAMS ELECTRONICS GAMES, INC.


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




SCIENTIFIC GAMES CORPORATION


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




SG GAMING NORTH AMERICA, INC.


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




SCIENTIFIC GAMES PRODUCTS, INC. 


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




MDI ENTERTAINMENT, LLC


By: Scientific Games International, Inc., its sole member


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




SCIENTIFIC GAMES SA, INC.
By:    /s/ Michael A. Quartieri                
Name:  Michael A. Quartieri
Title:    Treasurer and Secretary




SCIENTIFIC GAMES NEW JERSEY, LLC


By: Scientific Games International, Inc., its sole member




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




SCIENTIFIC GAMES PRODUCTIONS, LLC


By:  SG Gaming North America, Inc., its sole member


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




SCIENTIFIC GAMES DISTRIBUTION, LLC


By:  SG Gaming North America, Inc., its sole member


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




BALLY TECHNOLOGIES, INC.


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




BALLY GAMING, INC.


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




BALLY PROPERTIES EAST, LLC


By:  Bally Gaming, Inc., its sole member


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




BALLY PROPERTIES WEST, LLC


By:  Bally Gaming, Inc., its sole member


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




SHFL PROPERTIES, LLC


By:  Bally Gaming, Inc., its sole member


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






Trustee:




DEUTSCHE BANK TRUST COMPANY AMERICAS,
a New York banking corporation


By: /s/ Chris Niesz                    
Print Name: Chris Niesz                    
Its: Authorized Signatory


By: /s/ Kathryn Fischer                    
Print Name: Kathryn Fischer                
Its: Authorized Signatory