Exhibit 10.3
AMENDMENT NO. 4 TO CREDIT
AGREEMENT
This AMENDMENT NO. 4 TO CREDIT AGREEMENT
(this “ Amendment ”) dated as of June 11, 2009
is by and among WMS INDUSTRIES INC., a Delaware corporation (the
“ Borrower ”), the other Loan Parties (as
defined in the Credit Agreement referred to below) set forth on the
signature page hereto, the financial institutions that are or may
from time to time become parties hereto (together with their
respective successors and assigns, the “ Lenders
”) and JPMORGAN CHASE BANK, N.A., as agent for the Lenders
(in such capacity, the “ Agent ”).
RECITALS:
WHEREAS, the Borrower, the other Loan Parties,
the Agent and the Lenders are parties to a Credit Agreement dated
as of May 1, 2006 (as from time to time amended, restated,
supplemented or otherwise modified, the “ Credit
Agreement ”), pursuant to which the Lenders have agreed
to make loans and other extensions of credit to the Borrower in
accordance with the terms thereof;
WHEREAS, the Borrower and the other Loan Parties
have requested that the Agent and the Lenders make certain
amendments to the Credit Agreement all as set forth more fully
herein;
WHEREAS, the Agent and the Lenders are willing
to amend the Credit Agreement, subject to the terms and conditions
of this Amendment; and
WHEREAS, this Amendment shall constitute a Loan
Document, these Recitals shall be construed as part of this
Amendment and capitalized terms used but not otherwise defined in
this Amendment shall have the meanings described to them in the
Credit Agreement.
NOW, THEREFORE, in consideration of the
foregoing and the agreements, promises and covenants set forth
below, and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
SECTION 1 Consent of
Required Lenders . Subject to the satisfaction of
the conditions set forth in Section 4 below, and in reliance
on the representations and warranties set forth in Section 3
below, notwithstanding any section of the Credit Agreement or any
other Loan Documents that would otherwise prohibit the foregoing
transaction described in this section hereto and pursuant to
Section 6.04 of the Credit Agreement, Required Lenders hereby
consent to the Borrower or any of the Loan Parties advancing
funds and/or purchasing convertible notes, in a amount not to
exceed a maximum aggregate of $6,200,000.00 in connection with
strategic investments with third parties, in each case with prior
written disclosure to the Agent.
SECTION 2 Amendments to
Credit Agreement .
(a) Section 6.11(a)
Capital Expenditures . Section 6.11(a) of the Credit
Agreement is hereby amended and restated to read as
follows:
“(a) Capital
Expenditures. No Loan Party will, nor will it permit any
Subsidiary to, incur or make Capital Expenditures (excluding
expenditures for gaming operations equipment) in an aggregate
amount for the Borrower and its Subsidiaries in excess of
$60,000,000 for any fiscal year.”
(b) Section
6.04(c) . Section 6.04(c) of the Credit
Agreement is hereby amended by deleting “$65,000,000”
where it appears therein and inserting therefor the amount
“$85,000,000.”
(c) Section
6.04(d) . Section 6.04(d) of the Credit
Agreement is hereby amended by deleting “$65,000,000”
where it appears therein and inserting therefor the amount
“$85,000,000.”
(d) Section
6.04(e) . Section 6.04(e) of the Credit
Agreement is hereby amended by deleting “$65,000,000”
where it appears therein and inserting therefor the amount
“$85,000,000.”
(e) Section 1.01 of
the Credit Agreement is hereby amended by amending and restating
the definition of “Permitted Investments” to add
paragraph (g), in Section 1.01 of the Credit Agreement, as
follows:
““ Permitted
Investments ” means:
(a) direct obligations
of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by
any agency thereof to the extent such obligations are backed by the
full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition
thereof;
(b) investments in
commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from
Moody’s;
(c) investments in
certificates of deposit, banker’s acceptances and time
deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States of
America or any State thereof which has a combined capital and
surplus and undivided profits of not less than
$500,000,000;
(d) fully
collateralized repurchase agreements with a term of not more than
30 days for securities described in clause (a) above and entered
into with a financial institution satisfying the criteria described
in clause (c) above;
(e) money market funds
that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment Company Act of
1940, (ii) are rated AAA by S&P and Aaa by Moody’s
and (iii) have portfolio assets of at least
$5,000,000,000;
