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CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBIT 99.2
AMENDMENT TO
LICENSE AGREEMENT
This Amendment to License Agreement ("Amendment") is an amendment to the
License Agreement and License Agreement Summary (hereinafter collectively
referred to as "Agreement") each dated September 1, 1997 between HASBRO, INC.
and HASBRO INTERNATIONAL, INC., both with a principal place of business at 0000
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxx 00000-0000 (hereinafter collectively
referred to as "Licensor") and WMS GAMING INC., with its principal place of
business at 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("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(R)".
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. Royalties. Section 2(i) of the License Agreement Summary is hereby
deleted in its entirety and replaced with the following text:
(i) For all Licensed Articles which are not sold outright by
Licensee, but rather are leased or otherwise placed with licensed
third parties under arrangements where Licensee will receive
ongoing payments from their operation during the term of the
Agreement, Licensee shall, where lawful, pay Licensor a royalty
equal to [*] of the gross revenue received by the Licensee for
the leasing or other use of such Licensed Article, less any fees
or taxes payable to third parties such as government levies,
third party commissions, prizes for players (or funds to support
such prizes), royalties or fees to other licensors and amounts
payable to casinos or other licensed gaming establishments. In
such jurisdictions where Licensor is precluded by statute,
regulation, rule, ordinance or order from receiving royalty
payments based upon such percentage of Licensee's revenues as
provided above without Licensor first being licensed, approved or
found suitable, Licensee shall pay Licensor a Flat Fee royalty
(as more fully set forth in the attached Flat Fee Schedule) for
each day during the period during which Licensee accrues or is
otherwise entitled to payment from which Licensee would otherwise
have remitted royalty payments on a percentage basis to Licensor
hereunder. The parties agree that due to the novelty of the
Licensed Articles and potential changes in market conditions and
consumer preferences, the parties shall review the Flat Fee
Schedule not less frequently than annually and shall negotiate in
good faith to make any adjustments which may be necessary or
appropriate to reflect any such changes to market conditions or
consumer acceptance of the Licensed Articles, subject to
applicable gaming regulatory requirements. Under
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* Certain information has been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment
pursuant to Rule 406 under the Securities Act of 1933, as amended.
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no circumstances may the Flat Fee royalty be adjusted more than once
every twelve months.
2. Cooperation with Gaming Authorities and Compliance with Gaming Laws. Licensee
and Licensor will cooperate in good faith and will use their best efforts to
comply with the requirements of all applicable gaming laws and gaming
authorities having jurisdiction over Licensee and the sale or operation of
the Licensed Articles (each a "Gaming Authority"). If a Gaming Authority
prohibits or restricts the taking of any action, including the payment of
monies, which prohibition or restriction frustrates any purpose of the
Agreement, the parties will in good faith attempt to modify or amend the
Agreement, or take other appropriate action, to obtain the approval of such
Gaming Authority to permit payment by Licensee of the amounts due Licensor
hereunder. If Licensee is prevented from paying Licensor royalty payments by
a Gaming Authority for any reason, Licensee shall deposit such royalty
payments into an escrow account established with a mutually agreeable escrow
agent for the benefit of Licensor until payment is authorized by such Gaming
Authority or otherwise distributed pursuant to an order of a court of
competent jurisdiction. The funds deposited in the escrow account shall be
invested as directed by Licensor.
3. Quarterly Statements. Licensee shall provide Licensor, with each quarterly
statement under Section 2(c) of the Agreement, an updated tally that will
break down the exact location (i.e., the name and city of the casino or other
establishment where located) of each Licensed Article which is a gaming
device and has not been sold by Licensee.
4. Sales and Marketing. Licensee agrees that it shall use reasonable business
efforts to engage in discreet sales and marketing efforts for the Licensed
Articles, it being acknowledged that Licensee does not have separate sales
staff or facilities dedicated solely to the sale and marketing of Licensed
Articles. Licensee will not, in any event, condition the sale/placement of
Licensed Articles upon the sale/placement of Licensee's other goods or
services.
5. Amendment Priority. Except as specifically modified or amended by this
Amendment, all of the terms and conditions of the License Agreement and
License Agreement Summary are unmodified and shall remain in full force and
effect. In the event a discrepancy arises between the terms and conditions of
the Agreement and the Amendment, this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have hereunto set their hand this ____ day
of __________, 1998.
HASBRO, INC. WMS GAMING INC.
By: /s/Xxxxxx X. Xxxxxx By: /s/Xxxxx Xxxxxx
Title: Vice Chairman Title: EVP, COO
HASBRO INTERNATIONAL, INC.
By: /s/Xxxxxx X. Xxxxxx
Title: Vice Chairman
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Flat Fee Schedule
Listed below are the Flat Fee royalties by jurisdiction to be paid by Licensee
to Licensor per Licensed Article per day.
Jurisdiction Flat Fee Amount Notes
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1. Nevada [*]
Initial /i/KV
Initial ________
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* Certain information has been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment
pursuant to Rule 406 under the Securities Act of 1933, as amended.
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