AMENDMENT No. 6 TO LICENSE AGREEMENT (Hasbro Contract No. 100524)
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 (25th)
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 the resulting actual reopening
the
Russian market, the [*]
shall be
eliminated (and eliminated on a pro
rata
basis by
[*]
during
the [*]
in which
the Russian market reopens).
(b) On
Exhibit 5 for the Region designated thereon as "Russia & Europe (no UK),"
the figure for the period [*]
is
amended from [*]
and
accordingly the Biennial Region Threshold Amount for the Europe (including
Russia, but excluding the United Kingdom) Region for the [*]
period
ending [*]
shall be
the amended figure of [*].
Similarly, the Biennial Region Threshold Amounts for the Region designated
on
Exhibit 5 as "Russia & Europe (no UK)” shall also 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
of
the Russian market, the [*]
shall be
eliminated (and eliminated on a pro
rata
basis by
[*]
during
the [*]
in which
the Russian market reopens). Furthermore, Licensor waives any right that it
may
have
*
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.
3
had
to
eliminate the Europe (including Russia, but excluding the United Kingdom) Region
from the Territory based on failure of Licensee to earn royalties equal to
the
Region Threshold Amount for such Region for the [*]
period
ending [*].
(c) For
the
avoidance of doubt, the foregoing amendments with respect to the Europe
(including Russia, but excluding the United Kingdom) Region are not intended
to
foreclose the ability of the parties to agree to revisions to the Advance
Payments and Region Threshold Amounts for such Region for [*]
as a
result of a Macro Regulatory Change as provided in Paragraph 10(b) of the
License Agreement Summary part of the Agreement, including, without limitation,
as a result of a Macro Regulatory Change that has occurred prior to the date
of
this Agreement.
3. United
Kingdom Region:
(a) Commencing
with [*]
and
thereafter during the Term, the Advance Payments for the United Kingdom Region
for each [*]
shall be
determined as follows, and the Annual Minimum Advance Guaranteed Royalties
for
the United Kingdom Region set forth on Exhibit 4 are hereby
deleted:
(i)
Until
the first [*]
in which
a regional casino/super casino ("Super Casino") is licensed and operating in
the
Region, the Advance Payment shall be [*]
United
States Dollars [*].
(ii)
Commencing with the first [*]
in which
a Super Casino is licensed and operating in the Region and thereafter for each
[*]
until
the first [*]
in which
[*]
or more
Super Casinos are licensed and operating in the Region, the Advance Payment
shall be [*].
The
Advance Payment for the first [*]
in which
a Super Casino is licensed and operating shall be paid no later than
[*]
after
the first Super Casino is licensed and operating and in later [*]
while
this subparagraph 3(a)(ii) applies the Advance Payment shall be paid no later
than [*]
of the
applicable [*]
as
provided in the Agreement.
(iii)
For
the first [*]
in which
[*]
or more
Super Casinos are licensed and operating in the Region, the Advance Payment
shall be a total of [*],
or a
pro
rata
portion
thereof calculated on a [*]
basis
for that first [*],
which
amount (above the [*]
that may
have already been paid for such [*]
under
subparagraph (ii) above) shall be paid no later than thirty (30) days after
the
[*]
Super
Casino is licensed and operating. (For the avoidance of doubt with respect
to
determining the pro rata portion on a [*]
basis
for that first [*]:
if the
[*]
Super
Casino is first licensed and operating in [*],
then
the total Advance Payment for such [*]
shall be
[*];
if the
[*]
Super
Casino is first licensed and operating in [*],
then
the total Advance Payment for such [*]
shall be
[*];
if the
[*]
Super
Casino is first licensed and operating in [*],
then
the total Advance
*
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.
4
Payment
for such [*]
shall be
[*];
and so
on for each [*],
provided that in no event shall such total Advance Payment be less than
[*])
Thereafter in each subsequent [*]
the
Advance Payment shall be made on [*]
and
shall be equal to [*]
multiplied by the number of Super Casinos licensed and operating as of such
[*]
date;
provided, however, that (A) notwithstanding anything to the contrary contained
herein, the maximum [*]
Advance
Payment that Licensee shall pay for the Region, regardless of the number of
Super Casinos licensed and operating as of [*],
shall
be [*],
and (B)
if there are less than [*]
Super
Casinos licensed and operating as of such [*],
then
the Advance Payment for such [*]
shall be
[*]
United
States Dollars [*],
regardless of the number of Super Casinos less than [*]
licensed
and operating as of such [*].
(b) Commencing
with [*]
and
thereafter during the Term, the following provisions shall apply with respect
to
the Licensor's ability to eliminate the United Kingdom Region from the Territory
based on failure to earn royalties for such Region equal to the applicable
Region Threshold Amount for any [*]
as
provided in Paragraph 1(b)(i)(B) of the License Agreement Summary:
(i)
Until
the first calendar year in which [*]
Super
Casinos are licensed and operating in the Region, the amount attributable to
the
Region Threshold Amount for each [*]
shall be
[*],
notwithstanding that the Advance Payment for such [*]
may be
[*]
under
subparagraph (b)(ii) above.
(ii)
Commencing with the first [*]
in which
[*]
or more
Super Casinos are licensed and operating in the Region and thereafter for each
[*]
during
the Term, the amount attributable to the Region Threshold Amount for that
[*]
shall be
[*]
multiplied by the Advance Payment for such [*],
notwithstanding if in any [*]
thereafter the number of Super Casinos licensed and operating in the Region
decreases to fewer than [*].
(iii)
The
Region Threshold Amount for the United Kingdom Region for each applicable
[*]
period
ending [*]
shall be
the sum of the amounts attributable to each of the [*]
in such
[*]
period
as provided in subparagraphs (i) and (ii) above, and the Region Threshold
Amounts for the United Kingdom Region set forth on Exhibit 6 are hereby deleted.
As examples:
(X)
if
the [*]
in which
[*)]
or more
Super Casinos are licensed and operating in the Region is [*]
and the
[*]
Super
Casino is first licensed and operating in [*],
then
the Region Threshold Amount for the [*]
period
ending [*]
shall be
the sum of [*]
and
[*]
(equal
to the [*]
Advance
Payment amount of [*]
multiplied by [*])
for a
total of [*];
and
*
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.
5
(Y)
if
thereafter there are [*]
Super
Casinos licensed and operating as of [*]
and
[*]
Super
Casinos licensed and operating as of [*],
then
the Region Threshold Amount for the [*]
period
ending [*]
shall be
the sum of [*]
(equal
to the Advance Payment of [*]
multiplied by [*])
and
[*]
(equal
to the Advance Payment of [*]
multiplied by [*])
for a
total of [*].
(c) Paragraph
2(b)(iii)(D) of the License Agreement Summary with respect to the Advance
Payments and Region Threshold Amounts for the United Kingdom Region is deleted
from the Agreement.
(d) For
clarification, with respect to the UK Region under the UK Gambling Xxx 0000,
exclusion (A) in the definition of "Licensed Articles" and “Gaming Device” set
forth in Paragraph 1(a)(i) of the License Agreement Summary part of the
Agreement shall not exclude [*]
games
but shall exclude [*]
games;
provided, however, that it is further understood that in light of Licensor's
license with [*]
which
expires [*],
the
rights Licensee has with respect to [*]
games
shall be on a non exclusive basis for the period through [*],
and
shall be on an exclusive basis starting on [*]
through
the Term of the Agreement, subject to [*]
pre
existing sell-off rights for the [*]
under
its existing license with Licensor. Licensee shall use reasonable efforts to
place [*]
Gaming
Devices in the UK Region through sublicensees, provided that Licensor approves
such sublicensees, such approval not to be unreasonably withheld. For the
avoidance of doubt, Licensee's rights with respect to [*]
games
are on an exclusive basis.
4. Paragraph
2(c) the License Agreement Summary part of the Agreement is amended by deleting
the words “[*]”
and
replacing them with “[*].”
5. Paragraph
2(d) the License Agreement Summary part of the Agreement is amended by deleting
the words “[*]”
in
the
first sentence and replacing them with “[*].”
Paragraph 2(d) of the License Agreement Summary part of the Agreement is hereby
further amended by adding the following at the end of the
paragraph:
All
payments by Licensee to Licensor shall be made in United States Dollars by
electronic payment to Licensor as follows:
Payments
by wire transfer shall be sent to:
[*]
*
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.
6
Payments
by ACH transfer shall be sent to:
[*]
6. Paragraph
1(c) of the License Agreement Summary part of the Agreement is amended by
replacing the figure "[*]"
which
appears twice in the second-to-last paragraph of such Paragraph with the figure
"[*]".
7. The
paragraph and other headings (if any) contained in this Amendment are for
reference purposes only and should not be deemed to affect the meaning or
interpretation of this Amendment or the Agreement. This Amendment may be
executed in one or more counterparts, and by facsimile transmission, each copy
of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument, but this Amendment shall not
be
binding upon the parties until it has been signed by each party. The parties
hereto agree that facsimile signatures on a copy of this Amendment shall be
effective and enforceable as if they were original signatures.
Except
as
specifically modified or amended by this Amendment, all terms and conditions
of
the Agreement are unmodified and remain in full force and effect.
This
document shall not be deemed an offer and shall not be binding unless signed
by
all named parties.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first above written.
HASBRO,
INC.
|
WMS GAMING INC. | ||
By:
|
/s/
Xxxxx Xxxxxx
|
By:
|
/s/
Xxxxx X. Xxxxxx
|
|
Senor
Vice President
|
|
Executive
Vice President
|
|
General
Counsel & Secretary
|
|
Chief
Operating Officer
|
Date:
|
12/15/06
|
Date:
|
12/15/06
|
*
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.
7
HASBRO
INTERNATIONAL, INC.
By:
|
/s/
Xxxxx Xxxxxx
|
|
Senor
Vice President
|
|
General
Counsel & Secretary
|
Date:
12/15/06
8