EX-10 2 v058700_ex10-1.txt 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 Sumner M. Redstone, an individual ("Redstone"), National Amusements, Inc., a Maryland corporation ("NAI" and collectively with Redstone, the "Shareholders"), WMS Industries Inc., a Delaware corporation (the "Company"), and Louis J. Nicastro and Neil D. Nicastro, individuals, as amended by that certain First Amendment to Voting Proxy Agreement dated as of October 23, 2002 and that certain Amendment to Voting Proxy Agreement dated as of July 20, 2005 (the "Agreement"). RECITALS A. Louis J. Nicastro has previously resigned as Proxy Holder and Neil D. Nicastro wishes to resign as Proxy Holder. B. The parties wish to amend the Agreement to replace Neil D. Nicastro with Brian R. Gamache as the sole Proxy Holder. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows: 1. DEFINITION OF PROXY HOLDER. The definition of "Proxy Holder" in Article 1 of the Agreement is hereby deleted in its entirety and replaced with the following: "Proxy Holder" means Brian R. Gamache, President, Chief Executive Officer, and Director of the Company." 2. NOTICES. Section 6.12 of the Agreement is hereby deleted in its entirety and replaced with the following: "All notices or communications hereunder shall be in writing and sent to the following addresses or at such other addresses as the parties may designate from time to time: If to the Sumner M. Redstone Shareholders: c/o National Amusements, Inc. 200 Elm Street Dedham, MA 02026 Facsimile: 781-461-1412 Attn: Tilly Berman National Amusements, Inc. 200 Elm Street Dedham, MA 02026 Facsimile: 781-461-1412 Attn: General Counsel Page 1 of 2 If to the WMS Industries Inc. Company: 800 South Northpoint Blvd. Waukegan, Illinois 60085 Facsimile: 847-785-3901 Attn: General Counsel and Secretary If to Proxy Brian R. Gamache Holder: c/o WMS Industries Inc. 800 South Northpoint Blvd. Waukegan, Illinois 60085 Facsimile: 847-785-3787 If to Nevada Dennis K. Neilander, Chairman Board Chairman: State Gaming Control Board 1919 E. College Parkway Carson City, NV 89706 Facsimile: 775-687-5817 3. CONSTRUCTION. Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Agreement. If any conflict arises between the terms of this Amendment and the terms of the Agreement, this Amendment shall control. Except as otherwise provided in this Amendment, the terms of the Agreement shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall constitute an original. IN WITNESS WHEREOF, the Parties hereto have signed this Amendment effective as of the latest date of execution below. /s/ Sumner Redstone /s/ Neil D. Nicastro Sumner Redstone Neil D. Nicastro Date: July 27, 2006 Date: August 17, 2006 /s/ Brian R. Gamache Brian R. Gamache Date: September 8, 2006 National Amusements, Inc. WMS Industries Inc., a Maryland corporation a Delaware corporation By:/s/ Richard J. Sherman By:/s/ Kathleen J. McJohn Print name: Richard J. Sherman Print name: Kathleen J. McJohn Title: Vice President and Title: Vice President, Secretary Assistant Secretary and General Counsel Date: August 14, 2006 Date: November 20, 2006 Page 2 of 2