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.
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 the resulting actual
reopening the Russian market, the [*]
shall
