AMENDMENT TO VOTING PROXY AGREEMENT
Exhibit
10.1
AMENDMENT
TO
This
AMENDMENT TO VOTING PROXY AGREEMENT (this “Amendment”)
is entered into as of this 20th
day of
July, 2005 (“Effective Date”) and amends the Voting Proxy Agreement executed on
August 25, 1995 by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, individuals, as amended
by that certain First Amendment to Voting Proxy Agreement dated as of October
23, 2002 by and among the Company, the Shareholders, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ (the “Agreement”).
RECITALS
A.
The
Agreement will expire in accordance with its terms on August 24, 2005.
B.
The
parties wish to amend and extend the Agreement.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and
other
good and valuable consideration, the parties agree as follows:
| 1. |
TERM.
Section 2.6 of the Agreement is hereby deleted in its entirety
and
replaced with the following:
|
“Unless
sooner terminated as provided in paragraphs 2.3 through 2.5 hereof, this
Agreement shall continue in force until midnight, central time, on August
24,
2010 (hereinafter the “Voting Proxy Term”). The parties may agree to further
extend this Agreement at any time prior to expiration of the Voting Proxy
Term.”
| 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 Shareholders:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
c/o
National Amusements, Inc.
▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Facsimile:
▇▇▇ ▇▇▇-▇▇▇▇
Attn:
▇▇▇▇▇ ▇▇▇▇▇▇
National
Amusements, Inc.
▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Facsimile:
▇▇▇ ▇▇▇-▇▇▇▇
Attn:
General Counsel
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Page
1 of 2
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If
to the Company:
|
WMS
Industries Inc.
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
ATTN:
General Counsel and Secretary
|
|
If
to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇:
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
c/o
WMS Industries Inc.
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
|
|
If
to Nevada Board Chairman:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, Chairman
State
Gaming Control Board
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
|
| 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 as of the day and year first above
written.
|
/s/
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
National
Amusements, Inc.
a
Maryland corporation
|
WMS
Industries Inc.,
a
Delaware corporation
|
|
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
Print
name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Vice President and
Assistant
Secretary
|
Print
name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
President and Chief Executive
Officer
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