exv10w1



 




Exhibit 10.1



*Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.


AMENDMENT No. 3 TO

LICENSE AGREEMENT


     This Amendment No. 3 to License Agreement (“Amendment”) is an amendment to
the License Agreement and License Agreement Summary, each dated September 1,
1997, as subsequently amended by Amendment No. 1, dated 1998, and Amendment No.
2, dated June 23, 1999, (hereinafter collectively referred to as “Agreement”)
between, on the one hand, HASBRO, INC. and HASBRO INTERNATIONAL, INC., both
with a principal place of business at 1027 Newport Avenue, Pawtucket, Rhode
Island 02862-1059 (hereinafter collectively referred to as “Licensor”) and, on
the other hand, WMS GAMING INC., with its principal place of business at 800 S.
Northpoint Boulevard, Waukegan, Illinois 60085 (“Licensee”).


RECITALS:



	 	A.	 	Pursuant to the Agreement, among other things, Licensor
granted a license to Licensee to manufacture, distribute, promote
and sell certain gaming products, sold in association with the
trademark “MONOPOLY.” Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings given to such terms in
the Agreement.
	 
	 	B.	 	Licensor and Licensee desire to modify and amend the
Agreement.



AGREEMENT:


     THEREFORE, in consideration of the mutual covenants and agreements in the
Agreement and this Amendment, the parties hereby agree as follows:


1.     Licensed Articles. Paragraph 1(a) of the License Agreement Summary is
hereby amended by adding the following at the end of that paragraph: “Without
in any way expanding on the foregoing grant of rights, that class of games
currently known as “Pachinko” and “Pachislot” which is not designed for
casinos, but rather for non-traditional gaming venues such as Pachinko
parlours, and for which the payout to the player is tokens, rather than cash or
cash substitutes (e.g., vouchers, tickets, script, coupons, etc.), is
specifically excluded from the list of Licensed Articles and from Licensee’s
right of first refusal, provided, however, that such class of games shall not
be distributed to, used by or placed in casinos or traditional gaming venues,
or used in association with gaming goods or products (for example use of a
Pachinko game on a top box of a gaming device).”


2.     Channels of Distribution. Paragraph 1(b)(ii) of the License Agreement
Summary is hereby amended by deleting that paragraph in its entirety and
replacing it with the following:


     "(ii) Channels of Distribution: Legal gaming establishments.”


3.     Star Games: Licensor hereby approves Star Games Corporation Pty. Ltd. (“Star
Games”) as Licensee’s sublicensee of video slot machines in Australia, New
Zealand, and Papua New Guinea, provided that Licensee shall remain primarily
liable under all


 






 




provisions of the Agreement. Paragraph 12(a) of the Agreement is amended by
adding of the following at the end of such paragraph: “In the event of a breach
by Star Games of any of the terms of this Agreement, Licensor shall have the
right, exercisable by providing written notice to Licensee, to require that
Licensee terminate Star Games as a sublicensee. In such case, Licensee shall
have thirty (30) days from Licensor’s mailing of such notice either (a) to
terminate Star Games as a sublicensee and provide Licensor with written
confirmation of such termination or (b) to have Star Games completely remedy
its breach and to satisfy Licensor that the breach has been completely
remedied. Unless within such thirty (30) days, Star Games completely remedies
its breach and Licensee satisfies Licensor that the breach has been completely
remedied or Licensee terminates Star Games and provides Licensor with written
notice of Star Games’ termination, Licensor shall thereafter have the right to
terminate this Agreement by giving written notice of termination to Licensee.
Such notice shall be effective when mailed by Licensor.”


4.     Royalties. Paragraph 2(a)(ii) of the License Agreement Summary is hereby
deleted in its entirety and replaced with the following:


     "(ii) For Licensed Articles which are gaming devices sold by Licensee or
by a sublicensee of Licensee that has been preapproved in writing by Licensor,
Licensee shall pay Licensor a royalty of [*] No deductions shall be made for
cash or other discounts or uncollectible accounts. All costs and expenses
incurred in the manufacture, sale, distribution or exploitation of the Licensed
Articles, or otherwise incurred by Licensee or an approved sublicensee, shall
be paid by Licensee or such sublicensee, and no such costs or expenses shall be
deducted from any royalty payable to Licensor.”


5.     Periodic Statements. Paragraph 2(c) of the Agreement is hereby amended such
that, in addition to providing Licensor with the statements described therein,
Licensee shall also provide Licensor’s regional offices identified below with
statements pertaining to the sale and/or lease (or other authorized placement
with third parties as set forth in the Agreement) of the Licensed Articles in
the respective regions of the world identified below that are managed by such
offices. For the avoidance of doubt, the statements provided to such regional
offices shall contain the same information (limited, however, to the specific
regions listed below) as Licensee is required to provide to Licensor under
Paragraph 2(c). Further, this Amendment in no way relieves Licensee of its
obligation to provide complete statements to Licensor for all parts of the
Territory.



	 	 	 
	Region:	 	Statement to be provided to:
	 
	Asia, Australia, New Zealand,	 	
Gail Mitchell
	Japan, Papua New Guinea	 	
Vice President, Australasia & Japan
	 	 	
Hasbro Consumer Products
	 	 	
570 Blaxland Road
	 	 	
Eastwood
	 	 	
NSW 2122, Australia



*Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.


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	Europe, Africa, Mexico	 	
Isabelle Gilmour
	Central America, South America,	 	
Vice President, Europe
	Middle East, and Israel	 	
4th Floor, Medici Court
	 	 	
67/69 New Bond Street
	 	 	
London W1S 1DF
	 	 	
United Kingdom.



6.     Payment From Star Games. Licensor acknowledges that timely royalty payments
to Licensor for Australia, New Zealand and Papua New Guinea are subject to
Licensee receiving timely, accurate information from Star Games. Licensee shall
make timely, good faith payments to Licensor based on information it receives
from Star Games. If after verification of sales information, a good faith
payment must be adjusted, the adjustment shall be made to the royalties paid in
the quarter following verification of the accurate royalty payments. In the
event that such adjustment requires additional payment to Licensor, Licensee
shall pay Licensor interest on such late payment at an interest rate of one and
three fourths percent (1.75%) per month, or the highest rate permitted by law,
which ever rate is lower, from the date the royalty payment should have been
received by Licensor until paid. In no event shall Licensee be required to
refund any overpayment; however, in the event of an overpayment, Licensee may
credit such overpayment toward royalties due to Licensor in the calendar
quarter following that in which the overpayment was detected. Without limiting
the scope of Licensor’s rights hereunder, it is specifically agreed that
Licensee shall include in its agreement with Star Games a provision requiring
Star Games to maintain the same records as Licensee is required to maintain
under Paragraph 11 of the Agreement; Licensee’s agreement with Star Games shall
also grant Licensor the same audit rights with respect to Star Games books of
account and records as Licensee granted to Licensor with respect to Licensee’s
books of account and records under Paragraph 11 of the Agreement.


7.     Approvals. Paragraphs 7(a)(ii), 8(b), 9(a) and 9(c) of the Agreement are
hereby amended such that all materials and samples described therein which are
related to Licensed Articles that are intended to be sold and/or leased (or
otherwise placed with third parties as set forth in the Agreement) in the
regions of the world listed below shall be submitted for approval directly to
Licensor’s regional offices as identified below, rather than to Licensor. For
the avoidance of doubt, whenever Licensee intends on using materials and
samples in a country in which such materials and samples have not been used
before, Licensee shall submit such materials and samples to Licensor or
Licensor’s regional offices identified below for approval regardless of whether
such materials and samples have been previously approved for use by Licensee in
a different country. For all parts of the world not identified below, Licensee
shall continue to submit materials and samples requiring approval to Licensor.
Notwithstanding the foregoing, in the sole event that game play and associated
technology of particular Licensed Articles remain identical for a particular
region of the world listed below to game play and associated technology that
were previously approved for use in the United States, those particular
elements of the Licensed Articles would not be subject to the regional approval
described in this paragraph.


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	Region:	 	Approvals must be submitted to:
	 
	Asia, Australia, New Zealand	 	
Gail Mitchell
	Japan	 	
Vice President, Australasia & Japan
	 	 	
Hasbro Consumer Products
	 	 	
570 Blaxland Road
	 	 	
Eastwood
	 	 	
NSW 2122, Australia
	 	 	 
	Europe, Africa, Mexico	 	
Isabelle Gilmour
	Central America, South America,	 	
Vice President, Europe
	Middle East, and Israel	 	
4th Floor, Medici Court
	 	 	
67/69 New Bond Street
	 	 	
London W1S 1DF
	 	 	
United Kingdom.



8.     Licensor’s Right to Eliminate Country from Territory. Paragraph 1(b)(ii) of
the Agreement is hereby deleted in its entirety and replaced with the
following:


     ” In the event that Licensee and its affiliates have not submitted a
Licensed Article for required regulatory approvals in at least one country of a
Region within [*] of the Initial Term, or in the event that Licensee and its
affiliates have not placed Licensed Articles on test or begun commercial
shipment of Licensed Articles in at least one country of a Region within [*],
then Licensor shall have the right to terminate Licensee’s rights hereunder for
all Licensed Articles in such Region by giving Licensee written notice of such
termination. [*]”


     [*] Upon acceptance that the Licensee obligations have been satisfied in
the Region for which Licensee has sent notice, Licensor shall provide written
acknowledgement that Licensee’s obligations in the identified Region have been
met and such writings shall be incorporated herein by reference and made a part
of this Amendment.


9.     Notices. Paragraph 18 of the Agreement is hereby amended by deleting:


*Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.


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     “Notices sent to Licensee must be sent to the attention of the President
with copies to the Vice President and General Counsel, WMS Industries, Inc.,
3401 N. California Avenue, Chicago, Illinois, 60618.”


and replacing that sentence with:


     “Notices sent to Licensee must be sent to the attention of the President
with copies to the Executive Vice President, Chief Operating Officer and
General Counsel, WMS Industries, Inc., 800 S. Northpoint Boulevard, Waukegan,
Illinois 60085.”


10.     All other terms and conditions of the Agreement shall remain unchanged and
in full force and effect.


     IN WITNESS WHEREOF, the parties have hereunto set their hand this 16th day
of December, 2002.



	 	 	 
	HASBRO, INC	 	
WMS GAMING INC.
	 
	By: /s/ Jane Ritson-Parsons

             Jane Ritson-Parsons

             President

             Hasbro Properties Group

             HASBRO, INC	 	
By: /s/ Orrin J. Edidin




HASBRO INTERNATIONAL, INC.


By: /s/ Jane Ritson-Parsons



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