Unassociated Document

Reference is made to a certain Worldwide Merchandising Agreement, dated September 1, 1997, by and between Licensor and Licensee for use of the MONOPOLY property, as amended to date (as amended, the "Agreement"). Capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement.

(a) Commencing with the statements and royalties for the [*] and thereafter during the Term and if applicable the Sell-Off Period, periodic royalty statements shall be furnished and royalty payments paid [*], rather than on a [*] basis, not later than the twenty-fifth (25^th) day following the end of each [*]. Therefore, for example, statements and payments with respect to [*] shall be due no later than [*]. In addition, Licensee shall make a royalty payment by [*], of its good-faith estimate of royalties anticipated to be earned for the [*], such payment to be adjusted based on the royalty statements for [*] due on or before [*].

(b) Paragraph 1(b)(i)(B) of the License Agreement Summary part of the Agreement is amended by deleting the third to last sentence that reads “For avoidance of doubt, the Region Threshold Amounts refer to royalties earned in such period, and so, for example, [*] royalties which are payable on [*] would not count toward the Region Threshold Amount for the [*] period [*] through [*]; and [*] royalties which are payable on [*] would count toward the Region Threshold Amount for the [*] period [*],” and in its place inserting the following: "For avoidance of doubt, the Region Threshold Amounts refer to royalties earned in such period, and so, for example, royalties for the [*] which are payable on [*] would not count toward the Region Threshold Amount for the [*] period [*], but would count toward the Region Threshold Amount for the [*] period [*.]"

(c) Paragraph 2(b)(i) of the License Agreement Summary part of the Agreement is amended by deleting the sentences in the middle of the paragraph that reads: “For avoidance of doubt, the Advance Payment for a [*] is applied to royalties paid in such [*], and so, the royalties for revenues earned in the [*], but payable by [*] of the following [*], shall be offset against the Advance Payment for such following [*]. The royalties for revenues earned in the [*], but payable by [*], shall be offset against the Advance Payment for [*]” and in their place inserting the following:

In recognition of the change starting with the [*] of royalty payments being paid and reported [*] rather than [*], but wanting to keep the same [*] corresponding to each [*] Advance Payment, Licensor and Licensee agree that notwithstanding anything to the contrary hereinabove in this paragraph, each annual Advance Payment for a certain [*] shall be applied, offset and credited against royalties for revenues earned in the [*] of the previous [*] and the first [*] of such [*]. Accordingly, the Advance Payment for [*] shall be applied, offset and credited against royalties earned in the period [*] (notwithstanding that royalty payments for [*] are paid in [*] or that royalty payments for [*] were paid in [*]), and the Advance Payment for [*] shall apply to, offset and be credited against royalties earned in the period [*] (notwithstanding that royalty payments for [*] are payable in [*]), and so on for future time periods.

(d) Paragraph 2(b)(ii) of the License Agreement Summary part of the Agreement is amended by deleting the sentences in the middle of the paragraph that read: “For avoidance of doubt, the Advance Payment for [*] is applied to royalties paid in such [*], and so, the royalties for revenues earned in the [*], but payable by [*] of the following [*], shall be offset against the Advance Payment for such following [*]. The royalties for revenues earned in [*], but payable by [*] shall be offset against the Advance Payment for [*]” and in their place inserting the following:

In recognition of the change starting with [*] of royalty payments being paid and reported [*] rather than [*], but wanting to keep the same [*] corresponding to each [*] Advance Payment, Licensor and Licensee agree that notwithstanding anything to the contrary hereinabove in this paragraph, each [*] Advance Payment for a Region for a certain [*] shall be applied, offset and credited against royalties for revenues earned in such Region in [*] of the previous [*] and the [*]of such [*] regardless as to whether the royalties are paid in the current [*] or the previous [*]. Accordingly,

the Advance Payment for a Region for [*] shall be applied, offset and be credited against royalties earned in such Region in the period [*], whether paid in [*] (notwithstanding that royalty payments for [*] are to be paid in [*]), and the Advance Payment for a Region for [*] shall apply to royalties earned in such Region in the period [*] (notwithstanding that royalty payments for [*] are payable in [*]), and so on for future time periods.

(e) In recognition of the changes made by this Amendment, the first sentence of Paragraph 2(b)(ii) of the License Agreement Summary part of the Agreement is hereby amended by adding, after the words “provided below” in the parenthetical, the following: “and as [*] by amendments made in this Amendment to the Advance Guarantee for the Region designated as "Russia & Europe (no UK).”

(a) On Exhibit 3 for the Region designated thereon as "Russia & Europe (no UK)" (also referred to in the License Agreement Summary part of the Agreement as the "Europe (including Russia, but excluding the United Kingdom)" Region), the figure for [*] is amended from [*] and for the [*] from [*] to [*] Licensor agrees to credit Licensee the [*] that it has paid in excess of the revised Advance Guarantee for Russia & Europe (no UK) for [*] by applying this sum to Licensee’s minimum Advance Guarantee for Russia & Europe for [*]. Accordingly the amount to be paid toward the Advance Payment for the Europe (including Russia, but excluding the United Kingdom) Region for [*] due on or before [*] shall be [*] (the amended figure of [*] minus the credit of [*]). Further, the minimum Advance Guarantees for the Region designated on Exhibit 3 as "Russia & Europe (no UK)" shall be [*] of the figures stated therein until such time as the Russian market reopens to the placement of Gaming Devices through a legislative change or other change in governmental policy. Upon such a change and the resulting actual reopening the Russian market, the [*] shall be eliminated (and eliminated on a pro rata basis by [*] during the [*] in which the Russian market reopens).

(b) On Exhibit 5 for the Region designated thereon as "Russia & Europe (no UK)," the figure for the period [*] is amended from [*] and accordingly the Biennial Region Threshold Amount for the Europe (including Russia, but excluding the United Kingdom) Region for the [*] period ending [*] shall be the amended figure of [*]. Similarly, the Biennial Region Threshold Amounts for the Region designated on Exhibit 5 as "Russia & Europe (no UK)” shall also be [*] of the figures stated therein until such time as the Russian market reopens to the placement of Gaming Devices through a legislative change or other change in governmental policy. Upon such a change and the resulting actual reopening of the Russian market, the [*] shall be eliminated (and eliminated on a pro rata basis by [*] during the [*] in which the Russian market reopens). Furthermore, Licensor waives any right that it may have

(c) For the avoidance of doubt, the foregoing amendments with respect to the Europe (including Russia, but excluding the United Kingdom) Region are not intended to foreclose the ability of the parties to agree to revisions to the Advance Payments and Region Threshold Amounts for such Region for [*] as a result of a Macro Regulatory Change as provided in Paragraph 10(b) of the License Agreement Summary part of the Agreement, including, without limitation, as a result of a Macro Regulatory Change that has occurred prior to the date of this Agreement.

(a) Commencing with [*] and thereafter during the Term, the Advance Payments for the United Kingdom Region for each [*] shall be determined as follows, and the Annual Minimum Advance Guaranteed Royalties for the United Kingdom Region set forth on Exhibit 4 are hereby deleted:

(ii) Commencing with the first [*] in which a Super Casino is licensed and operating in the Region and thereafter for each [*] until the first [*] in which [*] or more Super Casinos are licensed and operating in the Region, the Advance Payment shall be [*]. The Advance Payment for the first [*] in which a Super Casino is licensed and operating shall be paid no later than [*] after the first Super Casino is licensed and operating and in later [*] while this subparagraph 3(a)(ii) applies the Advance Payment shall be paid no later than [*] of the applicable [*] as provided in the Agreement.

(iii) For the first [*] in which [*] or more Super Casinos are licensed and operating in the Region, the Advance Payment shall be a total of [*], or a pro rata portion thereof calculated on a [*] basis for that first [*], which amount (above the [*] that may have already been paid for such [*] under subparagraph (ii) above) shall be paid no later than thirty (30) days after the [*] Super Casino is licensed and operating. (For the avoidance of doubt with respect to determining the pro rata portion on a [*] basis for that first [*]: if the [*] Super Casino is first licensed and operating in [*], then the total Advance Payment for such [*] shall be [*]; if the [*] Super Casino is first licensed and operating in [*], then the total Advance Payment for such [*] shall be [*]; if the [*] Super Casino is first licensed and operating in [*], then the total Advance

Payment for such [*] shall be [*]; and so on for each [*], provided that in no event shall such total Advance Payment be less than [*]) Thereafter in each subsequent [*] the Advance Payment shall be made on [*] and shall be equal to [*] multiplied by the number of Super Casinos licensed and operating as of such [*] date; provided, however, that (A) notwithstanding anything to the contrary contained herein, the maximum [*] Advance Payment that Licensee shall pay for the Region, regardless of the number of Super Casinos licensed and operating as of [*], shall be [*], and (B) if there are less than [*] Super Casinos licensed and operating as of such [*], then the Advance Payment for such [*] shall be [*] United States Dollars [*], regardless of the number of Super Casinos less than [*] licensed and operating as of such [*].

(b) Commencing with [*] and thereafter during the Term, the following provisions shall apply with respect to the Licensor's ability to eliminate the United Kingdom Region from the Territory based on failure to earn royalties for such Region equal to the applicable Region Threshold Amount for any [*] as provided in Paragraph 1(b)(i)(B) of the License Agreement Summary:

(i) Until the first calendar year in which [*] Super Casinos are licensed and operating in the Region, the amount attributable to the Region Threshold Amount for each [*] shall be [*], notwithstanding that the Advance Payment for such [*] may be [*] under subparagraph (b)(ii) above.

(ii) Commencing with the first [*] in which [*] or more Super Casinos are licensed and operating in the Region and thereafter for each [*] during the Term, the amount attributable to the Region Threshold Amount for that [*] shall be [*] multiplied by the Advance Payment for such [*], notwithstanding if in any [*] thereafter the number of Super Casinos licensed and operating in the Region decreases to fewer than [*].

(iii) The Region Threshold Amount for the United Kingdom Region for each applicable [*] period ending [*] shall be the sum of the amounts attributable to each of the [*] in such [*] period as provided in subparagraphs (i) and (ii) above, and the Region Threshold Amounts for the United Kingdom Region set forth on Exhibit 6 are hereby deleted. As examples:

(X) if the [*] in which [*)] or more Super Casinos are licensed and operating in the Region is [*] and the [*] Super Casino is first licensed and operating in [*], then the Region Threshold Amount for the [*] period ending [*] shall be the sum of [*] and [*] (equal to the [*] Advance Payment amount of [*] multiplied by [*]) for a total of [*]; and

(Y) if thereafter there are [*] Super Casinos licensed and operating as of [*] and [*] Super Casinos licensed and operating as of [*], then the Region Threshold Amount for the [*] period ending [*] shall be the sum of [*] (equal to the Advance Payment of [*] multiplied by [*]) and [*] (equal to the Advance Payment of [*] multiplied by [*]) for a total of [*].

(d) For clarification, with respect to the UK Region under the UK Gambling Act 2005, exclusion (A) in the definition of "Licensed Articles" and “Gaming Device” set forth in Paragraph 1(a)(i) of the License Agreement Summary part of the Agreement shall not exclude [*] games but shall exclude [*] games; provided, however, that it is further understood that in light of Licensor's license with [*] which expires [*], the rights Licensee has with respect to [*] games shall be on a non exclusive basis for the period through [*], and shall be on an exclusive basis starting on [*] through the Term of the Agreement, subject to [*] pre existing sell-off rights for the [*] under its existing license with Licensor. Licensee shall use reasonable efforts to place [*] Gaming Devices in the UK Region through sublicensees, provided that Licensor approves such sublicensees, such approval not to be unreasonably withheld. For the avoidance of doubt, Licensee's rights with respect to [*] games are on an exclusive basis.

5. Paragraph 2(d) the License Agreement Summary part of the Agreement is amended by deleting the words “[*]” in the first sentence and replacing them with “[*].” Paragraph 2(d) of the License Agreement Summary part of the Agreement is hereby further amended by adding the following at the end of the paragraph:

7. The paragraph and other headings (if any) contained in this Amendment are for reference purposes only and should not be deemed to affect the meaning or interpretation of this Amendment or the Agreement. This Amendment may be executed in one or more counterparts, and by facsimile transmission, each copy of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, but this Amendment shall not be binding upon the parties until it has been signed by each party. The parties hereto agree that facsimile signatures on a copy of this Amendment shall be effective and enforceable as if they were original signatures.

HASBRO, INC.		WMS GAMING INC.

By:	/s/ Barry Nagler	By:	/s/ Orrin J. Edidin
	Senor Vice President		Executive Vice President
	General Counsel & Secretary		Chief Operating Officer
Date:	12/15/06	Date:	12/15/06

By:	/s/ Barry Nagler
	Senor Vice President
	General Counsel & Secretary