Exhibit 10.2
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FIRST AMENDMENT TO
SETTLEMENT AND TEMPORARY SERVICES AGREEMENT
THIS FIRST AMENDMENT TO THE SETTLEMENT AND TEMPORARY SERVICES AGREEMENT
(this "Amendment"), entered into as of the 28th day of June, 2002, is an
amendment to the SETTLEMENT AND TEMPORARY SERVICES AGREEMENT ("Agreement") by
and among Midway Games Inc., a Delaware corporation ("MGI"), Midway Home
Entertainment Inc., a Delaware corporation ("MHEI"), Midway Amusement Games,
LLC, a Delaware limited liability company ("MAG"), Midway Games West Inc., a
California corporation f/k/a Atari Games Corporation ("MGW"), Midway Interactive
Inc., a Delaware corporation ("Midway Interactive"), WMS Industries Inc., a
Delaware corporation ("WMS"), Xxxxxxxx Electronics Games, Inc., a Delaware
corporation ("WEG"), and WMS Gaming Inc., a Delaware corporation ("Gaming"). As
the context requires and as used herein, the term "MGI" may sometimes refer to
MGI and/or its Affiliates, and the term "WMS" may sometimes refer to WMS and/or
its Affiliates.
Pursuant to Section 19 thereof, WMS and MGI hereby amend the Agreement as
follows:
Section 7 of the Agreement is hereby deleted in its entirety and replaced with
the following:
"7. ROSCOE BUILDING; PARKING; NET LEASE. WEG and MAG have executed a purchase
agreement under which WEG shall sell the Roscoe Building and the South parking
lot to MAG ("Purchase Agreement"). MAG shall take ownership of these properties
subject to an easement granted to WEG for use of the East parking lot. In
connection with this sale, the Parties agree as follows:
(a) Simultaneously with the closing of the transactions contemplated by the
Purchase Agreement, WEG and MAG shall terminate the Net Lease for the Roscoe
Building.
(b) Subject to WMS' own parking requirements, WMS shall provide MGI with
the use of parking spaces in the East, North and West parking lots until such
time as MGI notifies WMS that such parking accommodations are no longer
necessary, subject to the terms of WMS' leases, as applicable. The parties
agree and acknowledge that they will negotiate a retroactive allocation to
MGI of payment based on WMS' actual out-of-pocket cost and pro-rated based on
the percentage of total available parking spaces used by MGI personnel on a
per lot basis. MGI shall provide WMS on a quarterly basis with accurate
records and documentation with respect to MGI personnel usage of any parking
spaces. WMS shall provide MGI with documentation supporting its calculation
of actual out-of-pocket costs and MGI personnel usage. Such payments shall be
calculated on a quarterly basis.
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(c) In the event that WMS' leasehold rights in the North and West parking
lots are terminated by the lessor for any reason, and subject to MGI's own
parking requirements, MGI shall provide WMS with the use of parking spaces in
the South parking lot until such time as WMS notifies MGI that such parking
accommodations are no longer necessary. The parties agree and acknowledge that
they will negotiate a retroactive allocation to WMS of payment based on MGI's
actual out-of-pocket cost and pro-rated based on the percentage of total
available parking spaces used by WMS personnel. WMS shall provide MGI on a
quarterly basis with accurate records and documentation with respect to WMS
personnel usage of any parking spaces. MGI shall provide WMS with documentation
supporting its calculation of actual out-of-pocket costs and WMS personnel
usage. Such payments shall be calculated on a quarterly basis."
Except as specifically modified or amended by this Amendment, all of the
terms and conditions of the Agreement 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 this Amendment, this Amendment shall prevail.
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment
as of the date first written above.
MIDWAY GAMES INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Senior Vice President,
Secretary and General Counsel
MIDWAY HOME ENTERTAINMENT INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
Vice President and Secretary
MIDWAY AMUSEMENT GAMES, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President and Secretary
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MIDWAY GAMES WEST INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President and Secretary
MIDWAY INTERACTIVE INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President and Secretary
WMS INDUSTRIES INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President,
Chief Operating Officer,
Secretary & General Counsel
XXXXXXXX ELECTRONICS GAMES INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President,
Chief Operating Officer,
Secretary & General Counsel
WMS GAMING INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President,
Chief Operating Officer,
Secretary & General Counsel
