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AMENDMENT No. 6 TO LICENSE
AGREEMENT
(Hasbro Contract No. 100524)
This Amendment to License Agreement ("Amendment")
is made as of December 15, 2006, by and between on the one part
HASBRO, INC. and HASBRO INTERNATIONAL, INC. (collectively
"Licensor"), and on the other part WMS GAMING INC.
("Licensee").
Reference is made to a certain Worldwide
Merchandising Agreement, dated September 1, 1997, by and between
Licensor and Licensee for use of the MONOPOLY property, as amended
to date (as amended, the "Agreement"). Capitalized terms not
otherwise defined herein shall have the same meaning as in the
Agreement.
WHEREAS, the parties desire to amend the
Agreement as provided hereinbelow;
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Licensor and Licensee hereby amend the
Agreement as follows:
1. Monthly
Statements and Payments :
(a) Commencing with
the statements and royalties for the [*]
and thereafter during the Term and if applicable the
Sell-Off Period, periodic royalty statements shall be furnished and
royalty payments paid [*] ,
rather than on a [*] basis,
not later than the twenty-fifth (25 th ) day following
the end of each [*]. Therefore, for example, statements and payments with respect
to [*] shall be due no later
than [*]. In addition,
Licensee shall make a royalty payment by
[*] , of its good-faith estimate of
royalties anticipated to be earned for the
[*] , such payment to be adjusted
based on the royalty statements for [*]
due on or before [*]
.
(b) Paragraph
1(b)(i)(B) of the License Agreement Summary part of the Agreement
is amended by deleting the third to last sentence that reads "For
avoidance of doubt, the Region Threshold Amounts refer to royalties
earned in such period, and so, for example,
[*] royalties which are payable
on [*] would not
count toward the Region Threshold Amount for the
[*] period
[*] through
[*] ; and
[*] royalties which are payable
on [*] would
count toward the Region Threshold Amount for the
[*] period
[*] ," and in its place inserting
the following: "For avoidance of doubt, the Region Threshold
Amounts refer to royalties earned in such period, and so, for
example, royalties for the
[*] which are payable on
[*] would not count toward the
Region Threshold Amount for the [*]
period [*] ,
but would count toward the Region Threshold Amount for
the [*] period
[*.] "
* Information has been omitted from this document and
filed separately with the Securities and Exchange Commission under
a request for confidential treatment pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.
(c) Paragraph
2(b)(i) of the License Agreement Summary part of the Agreement is
amended by deleting the sentences in the middle of the paragraph
that reads: "For avoidance of doubt, the Advance Payment for
a [*] is applied to
royalties paid in such [*] ,
and so, the royalties for revenues earned in the
[*] , but payable by
[*] of the following
[*] , shall be offset against the
Advance Payment for such following [*]
. The royalties for revenues earned in the
[*] , but payable by
[*] , shall be offset against the
Advance Payment for [*] "
and in their place inserting the following:
In recognition of the change starting with
the [*] of royalty payments
being paid and reported [*] rather than [*] , but
wanting to keep the same [*] corresponding to each [*] Advance Payment, Licensor and Licensee agree that
notwithstanding anything to the contrary hereinabove in this
paragraph, each annual Advance Payment for a certain
[*] shall be applied, offset and
credited against royalties for revenues earned in the
[*] of the previous
[*] and the first
[*] of such
[*] . Accordingly, the Advance
Payment for [*] shall be
applied, offset and credited against royalties earned in the
period [*] (notwithstanding
that royalty payments for [*] are paid in [*] or that
royalty payments for [*] were paid in [*] ), and
the Advance Payment for [*] shall apply to, offset and be credited against royalties earned
in the period [*] (notwithstanding that royalty payments for
[*] are payable in
[*] ), and so on for future time
periods.
(d) Paragraph
2(b)(ii) of the License Agreement Summary part of the Agreement is
amended by deleting the sentences in the middle of the paragraph
that read: "For avoidance of doubt, the Advance Payment for
[*] is applied to royalties paid in
such [*] , and so, the
royalties for revenues earned in the [*]
, but payable by [*]
of the following [*]
, shall be offset against the Advance Payment for
such following [*] . The
royalties for revenues earned in [*]
, but payable by [*]
shall be offset against the Advance Payment
for [*] " and in their place
inserting the following:
In recognition of the change starting with
[*] of royalty payments being paid
and reported [*] rather
than [*] , but wanting to
keep the same [*] corresponding to each [*] Advance Payment, Licensor and Licensee agree that
notwithstanding anything to the contrary hereinabove in this
paragraph, each [*] Advance
Payment for a Region for a certain [*]
shall be applied, offset and credited against
royalties for revenues earned in such Region in
[*] of the previous
[*] and the
[*] of such
[*] regardless as to whether the
royalties are paid in the current [*]
or the previous [*]
. Accordingly,
* Information has been omitted from this document and
filed separately with the Securities and Exchange Commission under
a request for confidential treatment pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.
2
the Advance Payment for a Region for
[*] shall be applied, offset and be
credited against royalties earned in such Region in the
period [*] , whether paid
in [*] (notwithstanding that
royalty payments for [*] are
to be paid in [*] ), and the
Advance Payment for a Region for [*]
shall apply to royalties earned in such Region in
the period [*] (notwithstanding that royalty payments for
[*] are payable in
[*] ), and so on for future time
periods.
(e) In recognition
of the changes made by this Amendment, the first sentence of
Paragraph 2(b)(ii) of the License Agreement Summary part of the
Agreement is hereby amended by adding, after the words "provided
below" in the parenthetical, the following: "and as
[*] by amendments made in this
Amendment to the Advance Guarantee for the Region designated as
"Russia & Europe (no UK)."
2. Europe
(including Russia) Region :
(a) On Exhibit 3 for
the Region designated thereon as "Russia & Europe (no UK)"
(also referred to in the License Agreement Summary part of the
Agreement as the "Europe (including Russia, but excluding the
United Kingdom)" Region), the figure for
[*] is amended from
[*] and for the
[*] from
[*] to [*]
Licensor agrees to credit Licensee the
[*] that it has paid in excess of
the revised Advance Guarantee for Russia & Europe (no UK)
for [*] by applying this sum
to Licensee’s minimum Advance Guarantee for Russia &
Europe for [*] . Accordingly
the amount to be paid toward the Advance Payment for the Europe
(including Russia, but excluding the United Kingdom) Region
for [*] due on or
before [*] shall be
[*] (the amended figure of
[*] minus the credit of
[*] ). Further, the minimum Advance
Guarantees for the Region designated on Exhibit 3 as "Russia &
Europe (no UK)" shall be [*] of the figures stated therein until such time as the Russian
market reopens to the placement of Gaming Devices through a
legislative change or other change in governmental policy. Upon
such a change and
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