exhibit10-3.htm


    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;

     

    (f) investments
in accordance with Borrower’s Investment Policy as delivered to Administrative
Agent prior to the date of this Agreement, with such changes thereto as are
acceptable to Administrative Agent in its sole discretion; and

     

    (g) strategic
investments with third parties, in each case with prior written disclosure to
the Agent, wherein the Borrower or any Loan Party will advance funds and/or
purchase convertible notes, in an amount not to exceed a maximum aggregate of
$6,200,000.00.”

    
      
        
        

      

      
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    SECTION 3 Representations and
Warranties.  To induce the Agent and the Lenders to enter into
this Amendment, the Borrower and each Loan Party jointly and severally represent
and warrant that:

     

    (a) No
Default.  After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing as of the date
hereof;

     

    (b) Representations and
Warranties.  As of the date hereof, the representations and
warranties of the Borrower and each Loan Party contained in the Loan Documents
are true, accurate and complete in all material respects on and as of the date
hereof to the same extent as though made on and as of such date, except to the
extent such representations and warranties specifically relate to an earlier
date; and

     

    (c) Organizational
Authority.  (i) The execution, delivery and performance by
each of the Borrower and each other Loan Party to this Amendment are within such
Person’s organizational powers and have been duly authorized by all necessary
organizational action on the part of such Person, (ii) this Amendment
represents the legal, valid and binding obligation of each of the Borrower and
each other Loan Party enforceable against such Person in accordance with its
terms, subject to bankruptcy, insolvency and similar laws affecting creditors’
rights generally and subject to general principles of equity regardless of
whether considered in a proceeding in equity or at law and (iii) none of
the execution, delivery or performance by the Borrower or any other Loan Party
of this Amendment (1) violates any applicable law or regulation, or any
decree of any governmental body, (2) violates or results in a default under
any indenture, material agreement or other material instrument to which such
Person is a party or by which such Person or any of its property is bound, or
gives rise to a right thereunder to require any payment to be made by such
Person, (3) results in the creation or imposition of any Lien (other than
Permitted Encumbrances) upon any assets or properties of any Loan
Party,

     

    (4) violates
the charter, bylaws or other organizational documents of such Person, or
(5) requires the consent, approval or authorization of, or declaration or
filing with, any other Person, except for those already duly
obtained.

     

    SECTION 4 Conditions
Precedent.  The effectiveness of this Amendment is subject to
the following conditions precedent:

     

    (a) No
Default.  After giving effect to this Amendment, no Default or
Event of Default under the Credit Agreement, as amended hereby, shall have
occurred and be continuing as of the date hereof.

     

    (b) Warranties and
Representations.  After giving effect to this Amendment and the
transactions contemplated hereby, the warranties and representations of each
Loan Party contained in the Loan Documents shall be true and correct in all
material respects as of the effective date hereof, with the same effect as
though made on such date, except to the extent that such warranties and
representations expressly relate to an earlier date, and all of such
representations and warranties (except those relating to an earlier date) are
hereby remade by each Loan Party as of the date hereof.

     

    (c) Executed
Amendment.  The Agent shall have received four (4) original
executed copies of this Amendment.

     

    (d) Payment of Fees and
Expenses.  Payment by the Borrower of the all accrued and
unpaid fees, costs and expenses referred to in Section 6(c)
below.

     

    SECTION 5 Reference to and Effect on
Loan Documents.

     

    (a) Ratification.  Except
as specifically amended above, the Credit Agreement and the other Loan Documents
shall remain in full force and effect.  Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not
effect a novation of the Credit Agreement or any other Loan
Document.  The Borrower and each other Loan Party hereby ratifies and
reaffirms each of the terms and conditions of the Loan Documents to which it is
a party and all of its obligations thereunder.

     

    (b) No
Waiver.  The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Lenders or the Agent under the Credit Agreement or any of the other Loan
Documents.

     

    (c) References.  Upon
the effectiveness of this Amendment, each reference in (a) the Credit
Agreement to “this Agreement,” “hereunder,” “hereof” or words of similar import
and (b) any other Loan Document to “the Credit Agreement” or words of
similar import shall, in each case and except as otherwise specifically stated
therein, mean and be a reference to the Credit Agreement as amended
hereby.

     

    SECTION 6 Miscellaneous.

     

    (a) Successors and
Assigns.  This Amendment shall be binding on and shall inure to
the benefit of the Loan Parties, Agent, the Lenders and their respective
successors and assigns.

     

    (b) Entire
Agreement.  This Amendment constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
other understandings, oral or written, with respect to the subject matter
hereof.

     

    (c) Fees and
Expenses.  In accordance with Section 9.03 of
the Credit Agreement, the Borrower agrees to pay all fees, costs and expenses,
including, but not limited to, reasonable attorneys’ fees and expenses, incurred
by the Agent in connection with the preparation, execution and delivery of this
Amendment.

     

    (d) Headings.  Section headings
in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other
purpose.

     

    (e) Severability.  Wherever
possible, each provision of this Amendment shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.

     

    (f) Counterparts.  This
Amendment may be executed in any number of separate original counterparts (or
telecopied counterparts with original execution copy to follow) and by the
different parties on separate counterparts, each of which shall be deemed to be
an original, but all of such counterparts shall together constitute one
agreement.  Delivery of an executed counterpart of a signature page to
this Amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.

     

    [SIGNATURE
PAGES FOLLOW]

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the Loan
Parties, the Lenders and the Agent have executed this Amendment as of the date
first above written.

     

    


    
      	 
      	
              BORROWER:

            
	 
      	
              WMS
      INDUSTRIES INC.

              By: /s/ Scott D. Schweinfurth

              Scott D.
      Schweinfurth

              Executive Vice
      President,

              Chief Financial Officer
      and

              Treasurer

            
	 
      	
              OTHER
      LOAN PARTIES:

            
	 
      	
              WMS
      GAMING INC.

              By: /s/ Scott D. Schweinfurth

              Scott D.
      Schweinfurth

              Executive Vice
      President,

              Chief Financial Officer
      and

              Treasurer

            
	 
      	
              WILLIAMS
      ELECTRONICS GAMES, INC.

              By: /s/ Scott D. Schweinfurth

              Scott D.
      Schweinfurth

              Executive Vice
      President,

              Chief Financial Officer
      and

              Treasurer

            
	 
      	
              WMS
      FINANCE INC.

              By: /s/ Scott D. Schweinfurth

              Scott D.
      Schweinfurth

              Executive Vice
      President,

              Chief Financial Officer
      and

              Treasurer

            
	 
      	
              WMS
      INTERNATIONAL HOLDINGS INC.

              By: /s/ Scott D. Schweinfurth

              Scott D.
      Schweinfurth

              Executive Vice
      President,

              Chief Financial Officer
      and

              Treasurer

            
	 
      	
              WMS
      ASIA HOLDINGS INC.

              By: /s/ Scott D. Schweinfurth

              Scott D.
      Schweinfurth

              Executive Vice
      President,

              Chief Financial Officer
      and

              Treasurer

            
	 
      	
              JPMORGAN CHASE BANK,
      N.A., as a Lender and as Administrative Agent

              By: /s/ Joseph A. Luna

              Joseph A. Luna

              Senior Vice
      President

            


    

    


    
      	 
      	
              BANK
      OF AMERICA, N.A.

              By: /s/ Justin Lien

              Justin Lien

              Senior Vice
      President

            


    

    


     

    
      
        
        

      

      
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