Exhibit 4.6(b) OPTION AGREEMENTOption Agreement • June 24th, 1998 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
This letter will evidence the grant to you on __________________, ("Grant Date") by the Stock Option Committee of the Board of Directors of WMS Industries Inc. (the "Company") of an option pursuant to the Company's 1998 Non-Qualified Stock Option Plan (the "Plan") to purchase __________________ (__________________) shares of the Common Stock, par value $.50 per share ("Common Stock"), of the Company at a price of __________ ($__________ ) per share (the "Option"). Under applicable provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as a non-qualified stock option.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 16th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 27th day of December 2004, by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and BRIAN R. GAMACHE ("Executive"). W I T N E S S E T H: WHEREAS, the...Executive Employment Agreement • December 30th, 2004 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
FORM OF WMS INDUSTRIES INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 3rd, 2004 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
CREDIT AGREEMENT dated as of May 1, 2006 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead...Credit Agreement • May 5th, 2006 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT dated as of May 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among WMS INDUSTRIES INC., a Delaware corporation, the other Loan Parties, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
WITNESSETH:Executive Employment Agreement • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
EXHIBIT 10(ii) EMPLOYMENT AGREEMENT AGREEMENT dated September 2, 1999, by and between WMS INDUSTRIES INC. ("WMS"), a Delaware corporation with offices at 3401 North California Avenue, Chicago, IL 60618 and LOUIS J. NICASTRO ("Nicastro"), residing at...Employment Agreement • September 7th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
Midway Games Inc. 3401 North California Ave. Chicago, IL. 60618 June 15, 1999 Harold H. Bach, Jr. Senior Vice President-Finance Williams Electronics Games, Inc. 3401 N. California Avenue Chicago, IL. 60618 RE: Sales Agreement ("Agreement") dated as of...Sales Agreement • July 16th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
EXHIBIT 10.1 TAX SHARING AGREEMENT THIS AGREEMENT is entered into as of the 20th day of March, 1997, by and among WMS Industries Inc., a Delaware corporation ("WMS"), Williams Hotel Corporation, a Delaware corporation ("Williams"), WHG Resorts &...Tax Sharing Agreement • May 5th, 1997 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
FORM OF RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of March 5, 1998 (the "Agreement"), between WMS Industries Inc., a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation (the "Rights Agent"). W I T N E S S E...Rights Agreement • March 25th, 1998 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
Exhibit 10.1 REVOLVING NOTE $50,000,000.00 Date: as of September 21, 2004 Chicago, Illinois Due Date: May 21, 2005 1. Agreement to Pay. On or before May 21, 2005 (the "Maturity Date"), WMS INDUSTRIES INC., a Delaware corporation ("Borrower"), for...Revolving Note • September 24th, 2004 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 25, 2009 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Joint...Credit Agreement • October 1st, 2009 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 25, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among WMS INDUSTRIES INC., a Delaware corporation, the other Loan Parties, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
1 Exhibit 10(gg) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement ("Agreement") is made as of the 1st day of February 2001, by and between WMS GAMING INC., a Delaware corporation, with offices at 800 South...Employment Agreement • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
1 Exhibit 10(gg) EMPLOYMENT AGREEMENT This Agreement is made as of the 7th day of June, 2000, by and between WMS INDUSTRIES INC., a Delaware corporation, with offices at 3401 North California Avenue, Chicago, Illinois 60618 (hereinafter called the...Employment Agreement • September 27th, 2000 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2011 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as...Credit Agreement • February 9th, 2012 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among WMS INDUSTRIES INC., a Delaware corporation, the other Loan Parties, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
NET LEASENet Lease • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
AGREEMENT AND PLAN OF MERGER By and Among SCIENTIFIC GAMES CORPORATION, SG CALIFORNIA MERGER SUB, INC., SCIENTIFIC GAMES INTERNATIONAL, INC., and WMS INDUSTRIES INC. Dated as of January 30, 2013Merger Agreement • February 4th, 2013 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 30, 2013 (this “Agreement”), is made by and among Scientific Games Corporation, a Delaware corporation (“Parent”), SG California Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Scientific Games International, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Financing Sub”), and WMS Industries Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
EXHIBIT 1 EMPLOYMENT AGREEMENT AGREEMENT dated as of April 6, 1998, by and between WMS INDUSTRIES INC. ("WMS"), a Delaware corporation with offices at 3401 North California Avenue, Chicago, IL 60618 and LOUIS J. NICASTRO ("Nicastro"), residing at 340...Employment Agreement • April 17th, 1998 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
WMS INDUSTRIES INC. 3401 North California Avenue Chicago, IL 60618Consulting Agreement • April 17th, 1998 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
Reference is made to a letter agreement between you and WMS Industries Inc. ("WMS") dated the date hereof pursuant to which your employment by WMS will be terminated effective on the distribution date for the spin-off of the Midway Games Inc. shares owned by WMS (the "Effective Date"). This letter sets forth our agreement pursuant to which WMS shall retain you and you shall serve as a consultant to WMS effective from and after the Effective Date.
1 Exhibit 99.4 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of June, 1999, by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and KEVIN L. VERNER ("Executive"). W I T N E S S E T H: WHEREAS, Executive...Executive Employment Agreement • July 16th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
You will return the certificate representing the Restricted Stock, and the Restricted Stock shall be deemed no longer outstanding, to the extent the Restricted Stock does not become vested in accordance with the foregoing provisions. SECTION 83(b)...Restricted Stock Agreement • September 24th, 2003 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
RECITALSPurchase and Settlement Agreement • May 14th, 2003 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT executed as of the 14th day of February, 2005 and effective as of January 1, 2005 (the "Effective Date"), by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and ORRIN...Executive Employment Agreement • February 24th, 2005 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
THIRD AMENDMENT TO VOTING PROXY AGREEMENT This AMENDMENT TO VOTING PROXY AGREEMENT (this "Amendment") is entered into as of this 27th day of July, 2006 ("Effective Date") and amends the Voting Proxy Agreement executed on August 25, 1995 by and between...Voting Proxy Agreement • November 22nd, 2006 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
EXHIBIT 10.1 November 15, 2001 Orrin J. Edidin c/o WMS Industries Inc. 800 South Northpoint Blvd. Waukegan, IL 60085 Dear Mr. Edidin: Reference is made to your employment agreement, dated as of May 8, 2000, as amended (the "Employment Agreement"),...Employment Agreement • February 13th, 2002 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
This letter reflects our agreement to amend the Employment Agreement and the Existing Options as set forth below. Capitalized terms used but not defined in this amendment shall have the definitions given to them in the Employment Agreement.
1 Exhibit 10(ee) EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 19th day of May, 2000, by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and SCOTT SCHWEINFURTH ("Executive"). W I T N E S S E T H: WHEREAS, the...Executive Employment Agreement • September 27th, 2000 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT executed as of the 14th day of February, 2005 and effective as of January 1, 2005 (the "Effective Date"), by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and SCOTT...Executive Employment Agreement • February 24th, 2005 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
EXHIBIT 10(t) AGREEMENT AND PLAN OF MERGER BETWEEN WMS INDUSTRIES INC., AND BALLY GAMING INTERNATIONAL, INC. DATED AS OF JUNE 21, 1995Merger Agreement • September 22nd, 1995 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
PLAN OF REORGANIZATION AND DISTRIBUTION AGREEMENTPlan of Reorganization and Distribution Agreement • May 5th, 1997 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware
REVOLVING NOTERevolving Note • October 5th, 2005 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
WMS INDUSTRIES INC. Registration Rights AgreementRegistration Rights Agreement • June 25th, 2003 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
WMS Industries Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.75% Convertible Subordinated Notes due 2010 (the “Securities”). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
INDEMNITY AGREEMENTIndemnification Agreement • August 21st, 2012 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware
In consideration of your service as an officer or director of WMS Industries Inc. or its subsidiaries (the “Company”), the Company will, to the extent provided herein, indemnify you and hold you harmless from and against any and all “Losses” (as defined below) which you may incur by reason of your election or service as an officer, director, employee, agent, fiduciary or representative of the Company or any “Related Entity” (as defined below) to the fullest extent permitted by law.
EXHIBIT 10.2 FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 15th, 2004 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware
