Acclaim Entertainment Inc Sample Contracts

Acclaim Entertainment Inc – EXTENSION AGREEMENT (August 5th, 2004)

THIS EXTENSION AGREEMENT (this “Agreement”) is entered into this as of this 4th day of August, 2004 by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”), OYSTER BAY WAREHOUSE CORP. (“Warehouse”), ACCLAIM CORPORATE CENTER 1, INC. (“Corporate”), IGUANA ENTERTAINMENT, INC. (“Iguana”), ACCLAIM ENTERTAINMENT, LTD. (“Acclaim Limited”), ACCLAIM JAPAN, LTD. (“Acclaim Japan”), ACCLAIM ENTERTAINMENT, G.m.b.H. (“Acclaim Germany”), ACCLAIM ENTERTAINMENT, S.A. (“Acclaim France”) and ANNODEUS INC. (“Annodeus”; and together with Warehouse, Corporate, Iguana, Acclaim Limited, Acclaim Japan, Acclaim Germany, and Acclaim France, each individually, a “Corporate Guarantor” and collectively, the “Corporate Guarantors”), and GMAC COMMERCIAL FINANCE LLC, as successor by

Acclaim Entertainment Inc – EXTENSION AGREEMENT (June 23rd, 2004)

THIS EXTENSION AGREEMENT (this “Agreement”) is entered into this as of this 18th day of June, 2004 by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”), OYSTER BAY WAREHOUSE CORP. (“Warehouse”), ACCLAIM CORPORATE CENTER 1, INC. (“Corporate”), IGUANA ENTERTAINMENT, INC. (“Iguana”), ACCLAIM ENTERTAINMENT, LTD. (“Acclaim Limited”), ACCLAIM JAPAN, LTD. (“Acclaim Japan”), ACCLAIM ENTERTAINMENT, G.m.b.H. (“Acclaim Germany”), ACCLAIM ENTERTAINMENT, S.A. (“Acclaim France”) and ANNODEUS INC. (“Annodeus”; and together with Warehouse, Corporate, Iguana, Acclaim Limited, Acclaim Japan, Acclaim Germany, and Acclaim France, each individually, a “Corporate Guarantor” and collectively, the “Corporate Guarantors”), and GMAC COMMERCIAL FINANCE LLC, as successor by

Acclaim Entertainment Inc – WAIVER AND AMENDMENT AGREEMENT (June 23rd, 2004)

THIS WAIVER AND AMENDMENT AGREEMENT (this “Waiver and Amendment”) is entered into this 4th day of May, 2004 by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”), OYSTER BAY WAREHOUSE CORP. (“Warehouse”), ACCLAIM CORPORATE CENTER 1, INC. (“Corporate”), IGUANA ENTERTAINMENT, INC. (“Iguana”), ACCLAIM ENTERTAINMENT, LTD. (“Acclaim Limited”), ACCLAIM JAPAN, LTD. (“Acclaim Japan”), ACCLAIM ENTERTAINMENT, G.m.b.H. (“Acclaim Germany”), ACCLAIM ENTERTAINMENT, S.A. (“Acclaim France”) and ANNODEUS INC. (“Annodeus”; and together with Warehouse, Corporate, Iguana, Acclaim Limited, Acclaim Japan, Acclaim Germany, and Acclaim France, each individually, a “Corporate Guarantor” and collectively, the “Corporate Guarantors”), and GMAC COMMERCIAL FINANCE LLC, as succ

Acclaim Entertainment Inc – FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) (April 5th, 2004)
Acclaim Entertainment Inc – ACCLAIM ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (March 10th, 2004)

THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE, “BLUE SKY” OR SIMILAR SECURITIES LAW.

Acclaim Entertainment Inc – ACCLAIM ENTERTAINMENT, INC. TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE (March 10th, 2004)

FIRST SUPPLEMENTAL INDENTURE, dated February 17, 2004, between ACCLAIM ENTERTAINMENT, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at One Acclaim Plaza, Glen Cove, New York, 11542, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Trustee under the Original Indenture mentioned below (herein called the “Trustee”).

Acclaim Entertainment Inc – NOTE PURCHASE AGREEMENT dated February 17, 2004 by and between ACCLAIM ENTERTAINMENT, INC. and ALEXANDRA GLOBAL MASTER FUND LTD. (March 10th, 2004)

THIS NOTE PURCHASE AGREEMENT, dated as of February 17, 2004 (this “Agreement”), by and between ACCLAIM ENTERTAINMENT, INC., a Delaware corporation (the “Company”), with headquarters located at One Acclaim Plaza, Glen Cove, New York, 11542, and ALEXANDRA GLOBAL MASTER FUND LTD., a British Virgin Islands corporation (the “Buyer”, also referred to herein as the “Investor”)).

Acclaim Entertainment Inc – Acclaim Entertainment, Inc. To U.S. Bank Trust National Association, as Trustee (March 10th, 2004)

INDENTURE, dated February 17, 2004, between ACCLAIM ENTERTAINMENT, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at One Acclaim Plaza, Glen Cove, New York 11542, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).

Acclaim Entertainment Inc – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Under section 242 of the General Corporation Law (March 10th, 2004)

The undersigned officer of Acclaim Entertainment, Inc., (the “Corporation”), a Delaware corporation, in order to amend the Certificate of Incorporation of the Corporation, pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Acclaim Entertainment Inc – ACCLAIM ENTERTAINMENT, INC. RESOLVES NASDAQ COMPLIANCE REGARDING ITS OCTOBER 2003 CONVERTIBLE NOTES OFFERING (December 18th, 2003)

GLEN COVE, NY, December 17, 2003 – Acclaim Entertainment, Inc. (NASDAQ.SC: AKLM), today announced that the Company has resolved the issues raised by Nasdaq surrounding compliance with Nasdaq Marketplace Rules of the Company’s October 2003 offering of its 10% Convertible Subordinated Notes. The Company and the investors in the October Note offering have amended the terms of the October agreements to comply with applicable Nasdaq Marketplace Rules. The terms of the amendment documents were disclosed by the Company in its revised Preliminary Proxy Statement filed with the Securities and Exchange Commission on December 5, 2003.

Acclaim Entertainment Inc – REGISTRATION RIGHTS AGREEMENT (November 18th, 2003)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 23, 2003 (this “Agreement”), is made by ACCLAIM ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and the Purchasers set forth on Schedule 1 hereto (“Purchasers”).

Acclaim Entertainment Inc – 10% CONVERTIBLE SUBORDINATED NOTE (November 18th, 2003)

THIS NOTE IS SUBJECT TO PROVISIONS IN THE 10% CONVERTIBLE SUBORDINATED NOTE AGREEMENT DATED AS OF OCTOBER 23, 2003 FOR THE SUBORDINATION OF THIS NOTE TO SENIOR INDEBTEDNESS OF THE COMPANY, UPON ALL THE TERMS AND CONDITIONS THEREIN SPECIFIED.

Acclaim Entertainment Inc – 10% CONVERTIBLE SUBORDINATED NOTE PURCHASE AGREEMENT (November 18th, 2003)

THIS 10% CONVERTIBLE SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of September 23, 2003 (this “Agreement”), is entered into by and between ACCLAIM ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and the Purchaser whose name is set forth on the signature page hereto (the “Purchaser”).

Acclaim Entertainment Inc – ACCLAIM ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (November 18th, 2003)

THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE, “BLUE SKY” OR SIMILAR SECURITIES LAW.

Acclaim Entertainment Inc – Media Contact: Financial Contact: (August 19th, 2003)

GLEN COVE, NY, August 18, 2003 – Acclaim Entertainment, Inc. (NASDAQ.SC: AKLM) today announced its financial results for the first quarter of fiscal year 2004 ended June 29, 2003. During the first quarter of fiscal year 2004, the Company reported net revenue of $33.1 million and a net loss of $18.0million or $0.19 per diluted share, as compared to net revenue of $62.9 million and net earnings of $2.5 million or $0.03 per diluted share for the three months ended June 2, 2002.

Acclaim Entertainment Inc – EMPLOYMENT AGREEMENT (August 18th, 2003)

This Employment Agreement (“Agreement”) is entered into as of June 15, 2003 by and between ACCLAIM ENTERTAINMENT, INC. a Delaware corporation (“Company”) and GERARD F. AGOGLIA (“Employee”).

Acclaim Entertainment Inc – INVESTMENT AGREEMENT (July 21st, 2003)

THIS INVESTMENT AGREEMENT, dated as of [                , 2003] (this “Agreement”), is entered into by and between ACCLAIM ENTERTAINMENT INC., a Delaware corporation (the “Company”), and those persons named on Schedule 1 hereto (together, the “Purchasers”).

Acclaim Entertainment Inc – REGISTRATION RIGHTS AGREEMENT (July 21st, 2003)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [        , 2003] (this “Agreement”), is made by ACCLAIM ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and those persons named in Schedule 1 (together, the “Purchasers”).

Acclaim Entertainment Inc – ACCLAIM ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (July 21st, 2003)

THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE, “BLUE SKY” OR SIMILAR SECURITIES LAW.

Acclaim Entertainment Inc – Contact: Alan B. Lewis Acclaim Entertainment, Inc. (June 2nd, 2003)
Acclaim Entertainment Inc – Media Contact: Financial Contact: (May 21st, 2003)

GLEN COVE, NY, May 20, 2003—Acclaim Entertainment, Inc. (NASDAQ.SC: AKLM) today announced its financial results for the three and seven month periods ended March 31, 2003.

Acclaim Entertainment Inc – ACCLAIM ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (May 20th, 2003)

THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE, “BLUE SKY” OR SIMILAR SECURITIES LAW.

Acclaim Entertainment Inc – ACCLAIM ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (May 20th, 2003)

THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE, “BLUE SKY” OR SIMILAR SECURITIES LAW.

Acclaim Entertainment Inc – Re: Amendment and Modification to Agreements (May 20th, 2003)

Reference is made to the Revolving Credit and Security Agreement, dated as of January 1, 1993, by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”) and GMAC Commercial Finance LLC, successor by merger with GMAC Commercial Credit LLC, formerly known as BNY Factoring LLC, as successor by merger to BNY Financial Corporation (sometimes referred to herein as “Lender”), as amended and restated on February 28, 1995 (as so amended and as from time to time thereafter amended, the “Credit Agreement”); the Stock Pledge and Security Agreement, dated July 18, 2001, executed by James R. Scoroposki (“Scoroposki”) in favor of Lender (as amended, the “Scoroposki Pledge Agreement”); and the Stock Pledge and Security Agreement, dated July 18, 2001, executed by Grego

Acclaim Entertainment Inc – AMENDED AND RESTATED LIMITED GUARANTY (May 20th, 2003)

Reference is made to the Revolving Credit and Security Agreement, dated as of January 1, 1993, by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”) and GMAC Commercial Finance LLC, successor by merger with GMAC Commercial Credit LLC, formerly known as BNY Factoring LLC, as successor by merger to BNY Financial Corporation (together with its successors and assigns, the “Lender”), as amended and restated on February 28, 1995 (as heretofore amended, and as the same now exists or may hereafter be amended, restated, renewed, replaced, substituted, supplemented, extended, or otherwise modified, the “Credit Agreement”), and to the Limited Guaranty dated February 13, 2003 executed by the undersigned in favor of Lender (the “February Guaranty”), which is am

Acclaim Entertainment Inc – AMENDED AND RESTATED LIMITED GUARANTY (May 20th, 2003)

Reference is made to the Revolving Credit and Security Agreement, dated as of January 1, 1993, by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”) and GMAC Commercial Finance LLC, successor by merger with GMAC Commercial Credit LLC, formerly known as BNY Factoring LLC, as successor by merger to BNY Financial Corporation (together with its successors and assigns, the “Lender”), as amended and restated on February 28, 1995 (as heretofore amended, and as the same now exists or may hereafter be amended, restated, renewed, replaced, substituted, supplemented, extended, or otherwise modified, the “Credit Agreement”), and to the Limited Guaranty dated February 13, 2003 executed by the undersigned in favor of Lender (the “February Guaranty”), which is am

Acclaim Entertainment Inc – Media Contact: Financial Contact: (January 17th, 2003)

GLEN COVE, NY, January 17, 2003—Acclaim Entertainment, Inc. (NASDAQ.SC: AKLM) today announced its revised operating plan which is designed to address, among others things, the following key operational goals: reducing the Company’s operating expenses in order to better align them with projected revenues; achieving and maintaining positive cash flow; an ongoing review of its product release schedule to better meet market demand; and meeting the Company’s projected profitability. This plan was presented to and has been unanimously approved and adopted by the Company’s Board of Directors.

Acclaim Entertainment Inc – SECURED PROMISSORY NOTE (January 15th, 2003)

FOR VALUE RECEIVED, the undersigned, Simon Hosken, an individual residing in the United Kingdom, with an office located at Acclaim Entertainment Ltd., Moreau House, 112-120 Brompton Road, Knightsbridge, London SW3 1JJ, England (the “Borrower”), hereby promises to pay to Acclaim Entertainment, Inc., a Delaware corporation with offices at One Acclaim Plaza, Glen Cove, New York 11542, or its permitted assigns (the “Lender”), the principal amount of Three Hundred Thousand Dollars ($300,000.00), with interest thereon (the “Loan”), as set forth in this Secured Promissory Note (the “Note”).

Acclaim Entertainment Inc – PROMISSORY NOTE (November 26th, 2002)

WHEREAS, Acclaim Entertainment, Inc. (the “Payee”) issued a warrant numbered W-1, dated January 25, 1991, to purchase 750,000 shares of common stock of the Payee at an exercise price of $2.4166 per share (as adjusted on a post-stock split basis) (the “Warrant”) to Gregory E. Fischbach (the “Payor”);

Acclaim Entertainment Inc – PROMISSORY NOTE (November 26th, 2002)

WHEREAS, Acclaim Entertainment, Inc. (the “Payee”) issued a warrant numbered W-4, dated April 2, 1991, to purchase 562,500 shares of common stock of the Payee at an exercise price of $3.00 per share (as adjusted on a post-stock split basis) (the “Warrant”) to James R. Scoroposki (the “Payor”);

Acclaim Entertainment Inc – AMENDMENT (November 26th, 2002)

This AMENDMENT No. 1, dated as of June 25, 2002, to Promissory Note (the “Note”) dated October 1, 2001 by Gregory Fischbach (“Payor”) and Acclaim Entertainment, Inc. (“Payee”). The parties hereto hereby agree as follows:

Acclaim Entertainment Inc – PROMISSORY NOTE (November 26th, 2002)

WHEREAS, Acclaim Entertainment, Inc. (the “Payee”) issued a warrant numbered W-3, dated April 2, 1991, to purchase 562,500 shares of common stock of the Payee at an exercise price of $3.00 per share (as adjusted on a post-stock split basis) (the “Warrant”) to Gregory E. Fischbach (the “Payor”);

Acclaim Entertainment Inc – AMENDMENT (November 26th, 2002)

This AMENDMENT No. 1, dated June 25, 2002, to Promissory Note (the “Note”) dated July 2, 2001 by James Scoroposki (“Payor”) and Acclaim Entertainment, Inc. (“Payee”).

Acclaim Entertainment Inc – PROMISSORY NOTE (November 26th, 2002)

WHEREAS, Acclaim Entertainment, Inc. (the “Payee”) issued a warrant numbered W-2, dated January 25, 1991, to purchase 750,000 shares of common stock of the Payee at an exercise price of $2.4166 per share (as adjusted on a post-stock split basis) (the “Warrant”) to James R. Scoroposki (the “Payor”);

Acclaim Entertainment Inc – AMENDMENT (November 26th, 2002)

This AMENDMENT No. 1, dated as of June 25, 2002, to Promissory Note (the “Note”) dated October 1, 2001 by Gregory Fischbach (“Payor”) and Acclaim Entertainment, Inc. (“Payee”).