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EXHIBIT 10.41
SETTLEMENT AGREEMENT
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SETTLEMENT AGREEMENT made this 16th day of August, 1999, by
and among the parties listed on Schedule 1 hereto. Capitalized terms used herein
but not defined have the meanings ascribed to these terms in the Master
Agreements and Existing License Agreements.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, certain of the parties hereto are plaintiffs or
defendants in the litigations identified on Schedule 2 hereto (the "Pending
Litigations"); and
WHEREAS, certain of the parties hereto are parties to the
agreements listed on Schedule 3 hereto (the "Master Agreements"); and
WHEREAS, pursuant to the Master Agreements, certain of the
parties hereto have entered into or are deemed to have entered into distribution
and license agreements (the "Existing License Agreements") only with respect to
the games listed on Schedule 4 hereto; and
WHEREAS, pursuant to the Pending Litigations and otherwise,
the parties hereto are in dispute with regard to their respective rights and
obligations under the Master Agreements and the Existing License Agreements; and
WHEREAS, the parties desire to settle all disputes between
them on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Discontinuances of Pending Litigations. All claims and counterclaims
in the Pending Litigations will be dismissed with prejudice, each party to bear
its own costs and attorneys' fees. Contemporaneously herewith, the parties to
the Pending Litigations have executed stipulations of discontinuance in the
forms attached hereto as Exhibits A-1 and A-2 [omitted].
2. Settlement Payment; Recoupment. Within one business day after the
execution and delivery of this Settlement Agreement by all of the parties
hereto, the Midway Entities (as defined in Schedule 1 hereto) will pay to GTIS
(as defined in Schedule 1 hereto) the sum of $8.5 million (the "Settlement Sum")
by wire transfer of immediately available funds. Any Option and Advance Fee,
Minimum Guaranteed Royalty (including the Guaranteed Advance Royalty) and
Minimum Guaranteed Advance Royalty (also referred to as the Atari Advance)
payable or recoupable against royalties otherwise payable under any of the
Existing License Agreements shall be deemed fully recouped and fully paid. The
Midway Entities will wire transfer the Settlement Sum in accordance with the
instruction provided by GTIS contemporaneously herewith. Notwithstanding the
execution of this Settlement Agreement by all of the parties hereto, this
Settlement Agreement shall not become effective unless and until receipt of the
Settlement Sum by GTIS.
3. Releases. Contemporaneously herewith, the parties hereto have
executed releases in the forms attached hereto as Exhibits B-1 and B-2
[omitted].
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4. Termination of Master Agreements and Existing License Agreements.
All of the Master Agreements shall be deemed to have been terminated effective
May 28, 1999, and all of the Existing License Agreements which are not
identified as "expired" on Schedule 4 hereto shall be deemed to have expired on
August 6, 1999. Following such deemed expiration of the Existing License
Agreements, all rights granted by the Midway Entities to GTIS will forthwith
revert to the Midway Entities, provided that GTIS may continue to sell, for a
period of 180 days (or such shorter Sell Off Period as is indicated on Schedule
4 hereto) after August 6, 1999 (the "Sell Off Periods"), Licensed Products
produced under the Existing License Agreements prior to such date. Sales by GTIS
during the Sell Off Periods shall be (a) made only in the Licensed Territory (to
customers other than Exporters and not for use as premiums or give aways), (b)
reported by GTIS to the Midway Entities in written reports (the "Sell Off
Reports") delivered to the Midway Entities within 45 days following the
expiration of each calendar quarter in which the Sell Off Periods occur setting
forth the following information with respect to Licensed Products sold by GTIS
or its sublicensees during the preceding calendar quarter (including with
respect to the quarter ending September 30, 1999 information with respect to
sales of Licensed Products from July 1,1999): (i) the number of units of the
Licensed Products sold by GTIS or its sublicensees, (ii) the Marketing Areas in
which such Licensed Products were sold (with sales by country indicated where
required by the Existing License Agreement), (iii) the Net Wholesale Sales Price
of all Licensed Products sold (which shall be reported in a manner consistent
with GTIS' Royalty reports submitted to the Midway Entities for the quarter
ended March 31, 1999) and (iv) the amount of any returns of Licensed Products,
which Sell Off Reports shall each be certified as true and correct by ▇▇▇▇▇▇
▇▇▇▇▇▇▇, as Chief Executive Officer of GTIS and by the Chief Financial Officer
of GTIS, and (c) subject to the payment by GTIS to the Midway Entities of
Royalties on each unit of Licensed Product sold during the Sell Off Periods, as
specified in Schedule B to the Existing License Agreements, such payment in
United States Funds to accompany each Sell Off Report provided for above. In
addition, on or before August 20, 1999, GTIS shall also furnish to the Midway
Entities a report setting forth all of the information required in the Sell Off
Reports (as provided in clause (b) of the preceding sentence) with respect to
sales of Licensed Products by GTIS or its sublicensees during the calendar
quarter ending June 30, 1999. If, for any reason, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not then
be serving as the Chief Executive Officer of GTIS or if he or the Chief
Financial Officer of GTIS shall be unable or shall fail for any reason to
furnish the certification with respect to the accuracy of the Sell Off Reports,
as provided in clause (b) above, then the Midway Entities shall have the right
to have accounting professionals audit and inspect the books and records of GTIS
or its sublicensees, upon reasonable prior notice, for the purpose of verifying
the accuracy of the Sell Off Reports, provided that the Midway Entities shall
not be entitled to more than one such audit of GTIS and that such audit shall
not last longer than 5 business days. The Midway Entities shall otherwise have
no further right to audit or inspect the books and records of GTIS under the
Existing License Agreements for the purpose of verifying any Royalty statement
or report heretofore submitted by GTIS, unless written demand for such
inspection or audit is made by any third party for the purpose of verifying
Third Party Fees and Royalties payable by the Midway Entities to such third
party on account of sales of Licensed Products by GTIS or its sublicensees (in
which event notice thereof shall be given to GTIS and the Midway Entities or
such third party shall have the right to audit and inspect GTIS' books and
records pertaining to the sale of Licensed Products subject to Third Party Fees
and Royalties payable to such third party solely for the purpose of calculating
the Midway Entities' obligation to such third parties). For purposes of
computing Royalties payable to the Midway Entities, the Option and Advance Fee,
Minimum Guaranteed Royalty (including the Guaranteed Advance Royalty) and
Minimum Guaranteed Advance Royalty (also referred to as the Atari Advance) shall
be deemed to have been fully recouped as of August 6, 1999 and fully paid, and
no portion of the Royalties payable with respect to sales of Licensed Products
during the Sell Off Periods, as provided above, shall be offset or applied on
account of thereof.
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Within 30 days following the final Sell Off Report under each Existing
License Agreement, GTIS shall destroy and shall furnish to the Midway Entities
an affidavit of a responsible officer of GTIS attesting to the destruction of
all unsold inventory and materials necessary to that sell off of Licensed
Products under such Existing License Agreement. Within 30 days from the date
hereof, except as provided above, GTIS shall destroy and shall furnish to the
Midway Entities an affidavit of a responsible officer of GTIS attesting to the
destruction of all materials heretofore provided by the Midway Entities to GTIS
in connection with the Master Agreements and the Existing License Agreements,
including without limitation, all master disks and game software in any form,
and all artwork and designs embodying the Licensed Property or any packaging or
advertising materials designed, developed and/or created by GTIS (or any of its
sublicensees, affiliates or subsidiaries) which are in GTIS' possession or under
its control. Each of the parties shall keep in confidence and not disclose or
make available to any third party or use any proprietary information of the
other parties heretofore furnished or made known to it under or in connection
with any of the Existing License Agreements or the Master Agreements and such
obligation shall survive the execution of this Settlement Agreement.
Without limiting the generality of any of the foregoing, GTIS will have
no rights whatsoever to sell, distribute or otherwise exploit in any manner any
of the games listed on Schedule 5 hereto or to any other game which is not
listed on Schedule 4 hereto. With regard to the games listed on Schedule 4, GTIS
shall have no rights or obligations under the Existing License Agreements or the
Master Agreements whatsoever, other than those explicitly set forth in this
Settlement Agreement.
5. Expiration of Certain Other Agreements. Those agreements between
GTIS and Midway Home Entertainment Inc. ("MHEI") which are listed in Section II
of Schedule 6 hereto shall be deemed to have expired by their terms as of August
6, 1999. Following such deemed expiration, to the extent either party granted
rights to the other under any such agreement, such rights shall forthwith revert
to the granting party. With respect to the agreements numbered 5 and 6 in
Section II of Schedule 6, GTIS shall have no further payment obligations to
MHEI, but MHEI shall have no obligations regarding returns of Software Packages
or portions thereof. With respect to the agreements numbered 3 and 4 in Section
II of Schedule 6, MHEI will have the same rights and obligations to sell off as
GTIS in Paragraph 4 above and Paragraph 7.2 below, except that (i) MHEI's Sell
Off Reports shall be certified to be true and correct by ▇▇▇▇ ▇▇▇▇▇▇▇▇ as Chief
Executive Officer of Midway Games Inc. and by the Chief Financial Officer of
Midway Games Inc., and (ii) royalties shall be calculated and paid as provided
by such agreements as exemplified by MHEI's royalty reports to GTIS under such
agreements for the quarter ended March 31, 1999. The Midway Entities shall have
no other rights or obligations whatsoever under such agreements.
6. Future Relationships. The parties will discuss future opportunities
to carry on a "distribution at will" relationship with respect to any games as
may be mutually agreed. The parties shall be under no obligation to so agree.
7. Certain Other Matters.
7.1 Nothing herein shall be deemed to affect any existing
rights or obligations under the GTIS Warrants held by the Midway Entities and
any registration rights agreement between the parties pertaining thereto, except
that the Midway Entities release any and all existing claims with respect to the
Warrants consistent with the Release provided in Exhibit B-2 hereto.
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7.2 GTIS agrees that all Licensed Products sold by it during
the Sell Off Periods under Existing License Agreements shall continue to be of
high quality and shall be sold and distributed only in packaging (and using
advertisements, labels and promotional materials) heretofore prescribed and
approved by the Midway Entities. Such Licensed Products (and advertisements,
labels and promotional materials) shall also bear the trademarks and trade names
of the Midway Entities and contain such trademark and copyright notices as are
prescribed under the Existing License Agreements. The Midway Entities agree that
all licensed products sold by them, as licensee, during the sell off periods
under any license agreements with GTIS, as licensor, shall continue to be of
high quality and shall be sold and distributed only in packaging (and using
advertisements, labels and promotional materials) heretofore prescribed and
approved by GTIS. Neither GTIS nor the Midway Entities shall have any further
obligations under any license agreement to furnish any artwork or provide
translations in connection with the products being sold during any Sell Off
Periods. Neither party shall have any further obligations to indemnify the other
party with respect to any third party claim, demand, suit or judgment arising in
connection with the Existing License Agreements, except as set forth herein.
There shall be no bundling of Licensed Products by GTIS during the Sell-off
Periods (GTIS shall have the opportunity to cure any breach of the foregoing
covenant within 15 days following written notice thereof from the Midway
Entities) and all sales of Licensed products by GTIS during the Sell-off Periods
shall comply with the applicable laws of all relevant jurisdictions. Anything in
this Settlement Agreement to the contrary notwithstanding, however, GTIS
acknowledges that none of the Midway Entities shall have any continuing
obligation under any of the Master Agreements or the Existing License Agreements
which requires that the Midway Entities make any further payments of any kind or
nature to GTIS or to account to GTIS with respect to any matter, including any
obligation to pay over any portion of net profits or net proceeds with respect
to any Licensed Products or to allow any participation in the exploitation of
any ancillary rights with respect to any Licensed Property.
7.3 Those agreements between GTIS and one or more of the
Midway Entities which are listed in Section I of Schedule 6 hereto are hereby
terminated and of no further force and effect and no party thereto shall have
any further rights or obligations to the other party thereunder.
7.4 GTIS will have sole responsibility for dealing with any
third parties with whom GTIS has contractual arrangements relating to any
Licensed Products, including without limitation GTIS' sublicensees and
subdistributors. GTIS shall defend, indemnify and hold harmless the Midway
Entities from any loss, damage, expense or cost (including reasonable attorneys'
fees) arising out of any claim, demand, suit or judgment by any third parties
(a) relating to the termination of such contractual arrangements or otherwise,
or (b) resulting from any act or omission by GTIS which would constitute a
breach of any Existing License Agreement (other than solely as a consequence of
an act or omission by the Midway Entities as licensor). The Midway Entities will
have sole responsibility for dealing with any third parties with whom the Midway
Entities have contractual arrangements relating to any Licensed Products,
including without limitation the Midway Entities' licensors and developers. The
Midway Entities shall defend, indemnify and hold harmless the GTIS from any
loss, damage, expense or cost (including reasonable attorneys' fees) arising out
of any claim, demand, suit or judgment by any third parties (a) relating to the
termination of such contractual arrangements or otherwise, or (b) resulting from
any act or omission by the Midway Entities (other than solely as a consequence
of an act or omission by GTIS as sublicensee) which would constitute a breach of
any Existing License Agreement.
7.5 This Settlement Agreement constitutes a consensual
settlement of disputed issues and, accordingly, nothing herein shall be
construed as an admission of wrongdoing by any party.
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7.6 Within seven (7) days after the execution of this
Settlement Agreement, each party shall return to the producing party any
documents produced in the Pending Litigations, including all copies thereof.
7.7 Each party hereto agrees that it shall not voluntarily
assist any person or entity in litigation with any other party to this
Settlement Agreement by, without limitation, providing documents to such person
or entity, except to the extent that such assistance or documentation is
required to be provided by such party under the terms of any existing
contractual agreements to which such party is a party or by which it is bound.
Nothing herein shall be deemed to prevent cooperation or the furnishing of any
documents or assistance at the request of, or in connection with any
investigation, or prosecution by, any governmental authority, judicial or
administrative agency or pursuant to legal process or court order.
8. Representations and Warranties.
8.1 The Midway Entities hereby jointly and severally represent
and warrant to GTIS that the execution and delivery of this Settlement Agreement
and the documents executed in connection herewith have been duly authorized by
all requisite corporate action and constitute binding agreements enforceable
against the Midway Entities in accordance with their terms.
8.2 GTIS hereby represents and warrants to the Midway Entities
that the execution and delivery of this Settlement Agreement and the documents
executed in connection herewith have been duly authorized by all requisite
corporate action and constitute binding agreements enforceable against GTIS in
accordance with their terms.
9. General Provisions.
9.1 This Settlement Agreement and the documents executed in
connection herewith contain the entire agreement among the parties with respect
to the subject matter hereof and may not be modified except as mutually agreed
upon by all of the parties hereto in writing.
9.2 This Settlement Agreement will bind and inure to the
benefit of the assigns, representatives and successors of the parties hereto.
9.3 This Settlement Agreement is knowingly and voluntarily
entered into by the parties hereto after discussion with and upon the advice and
affirmative recommendation of their respective legal counsel.
9.4 This Settlement Agreement shall be governed by the laws of
the State of Illinois applicable to contracts to be performed entirely therein.
9.5 This Settlement Agreement may be executed by the parties
in counterpart originals with the same force and effect as the fully and
simultaneously executed in a single original document.
9.6 The parties hereto agree that this Settlement Agreement is
not an executory accord and that a breach of this Settlement Agreement is not
grounds to reopen any of the litigations set forth on Schedule 2, or relitigate
any of the claims that were brought or could have been brought therein.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands this 13th day of August, 1999.
MIDWAY GAMES INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
MIDWAY HOME ENTERTAINMENT INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
WMS INDUSTRIES INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ELECTRONICS GAMES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
MIDWAY INTERACTIVE INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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ATARI GAMES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
GT INTERACTIVE SOFTWARE CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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SCHEDULE 1
The following parties, and their subsidiaries and affiliates, are hereinafter
collectively referred to as the "Midway Entities":
Midway Games Inc. 1
Midway Home Entertainment Inc. 2
WMS Industries Inc.
▇▇▇▇▇▇▇▇ Electronics Games, Inc.
Midway Interactive Inc. 3
Atari Games Corporation
The following party is referred to as "GTIS":
GT Interactive Software Corp. and its subsidiaries and affiliates.
----------------------
1 Midway Games Inc. was formerly known as Midway Manufacturing Company.
2 Midway Home Entertainment Inc. was formerly known as ▇▇▇▇▇▇▇▇
Entertainment Inc.
3 Midway Interactive Inc. was formerly known as ▇▇▇▇▇▇▇▇ Interactive Inc.
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SCHEDULE 2
1. Litigation pending in the Supreme Court of the State of New York, County of
New York, Index No. 600386/99, entitled GT Interactive Software Corp.,
Plaintiff, vs. Midway Games Inc., Midway Home Entertainment Inc., Midway
Manufacturing Company, WMS Industries Inc., ▇▇▇▇▇▇▇▇ Electronics Games, Inc.,
▇▇▇▇▇▇▇▇ Entertainment Inc., ▇▇▇▇▇▇▇▇ Interactive Inc., and Atari Games
Corporation, Defendants, including any pending appeals therefrom.
2. Litigation pending in The District Court of Texas, Thirteenth District,
County of ▇▇▇▇▇▇▇, Court Action No. 99-00-08981-CV, entitled Midway Home
Entertainment Inc., Plaintiff, vs. GT Interactive Software Corp., Defendant.
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SCHEDULE 3
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GTIS Master Option and License Agreement dated December 28, 1994
Amendment to GTIS Master Option and License Agreement dated March 31, 1995
Second Amendment to GTIS Master Option and License Agreement dated
March 27, 1996
Third Amendment to GTIS Master Option and License Agreement dated
March 12, 1998
GTIS Master Option and License Agreement (Home Video Games) dated
March 31, 1995
Amendment to GTIS Master Option and License Agreement (Home Video Games) dated
March 27, 1996
Letter Agreement dated March 12, 1998 regarding "conforming and other changes"
to the "Master Home Video Agreement"
Master Option and License Agreement for Atari Home Video Games dated
March 27, 1996
Master Option and License Agreement for Atari PC Games dated March 27, 1996
First Amendment to GTIS Master Option and License Agreement for Atari PC Games
dated March 12, 1998
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SCHEDULE 4
Existing License Agreements
1. Home Computer Software Distribution and License Agreements
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Title Platform Special Notes
Arcade Classics (Arcade's Greatest Hits ▇▇▇▇▇▇▇▇ Vol. 1) IBM PC/DOS Expired; sell-off over
Arcade Classics (Arcade's Greatest Hits ▇▇▇▇▇▇▇▇ Vol. 1) IBM PC/Windows 95
Arcade's Greatest Hits ▇▇▇▇▇▇▇▇ Volume 2 IBM PC/Windows 95
Fun 'n' Games IBM PC/DOS Expired; sell-off over
Island Casino IBM PC/DOS Expired; sell-off over
Island Casino Macintosh Expired; sell-off over
Mortal Kombat 3 IBM PC/DOS
Mortal Kombat 3 IBM PC/Windows 95
Mortal Kombat 4 IBM PC/Windows 95
Mortal Kombat Trilogy IBM PC/Windows 95
NBA Hangtime IBM PC/Windows 95 Expired; sell-off ends 9/28/99
Open Ice IBM PC/Windows 95 Expired; sell-off ends 9/28/99
Robotron X IBM PC/Windows 95
SuperKarts IBM PC/DOS Expired; sell-off over
War Gods IBM PC/Windows 95
2. Home Computer Software Distribution and License Agreements for Atari Games
--------------------------------------------------------------------------
Title Platform Special Notes
Arcade's Greatest Hits Atari Collection 2 IBM PC/Windows 95
Area 51 IBM PC/Windows 95 Expired; sell-off ends 11/10/99
Maximum Force IBM PC/Windows 95
Return Fire IBM PC/Windows 95 Expired; sell-off over
T-MEK IBM PC/DOS Expired; sell-off ends 11/10/99
3. Home Video Game Distribution and License Agreements
---------------------------------------------------
Title Platform Special Notes
Arcade's Greatest Hits ▇▇▇▇▇▇▇▇ Volume 1 PlayStation
Arcade's Greatest Hits ▇▇▇▇▇▇▇▇ Volume 2 PlayStation
BioF.R.E.A.K.S. PlayStation
BioF.R.E.A.K.S. Nintendo 64
Chopper Attack Nintendo 64
Doom 64 Nintendo 64
Final Doom PlayStation
Gex: Enter the Gecko Nintendo 64
Mortal Kombat 4 PlayStation
Mortal Kombat 4 Nintendo 64
Mortal Kombat Mythologies: Sub-Zero PlayStation
Mortal Kombat Mythologies: ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trilogy PlayStation
Mortal Kombat Trilogy Saturn
Mortal Kombat Trilogy Nintendo 64
NBA Hangtime Nintendo 64 Expired; sell-off ends 9/28/99
NBA Fastbreak PlayStation Expired; sell-off ends 9/28/99
Off Road Challenge Nintendo 64
Rampage World Tour PlayStation
Rampage World Tour Saturn
Rampage World Tour Nintendo 64
Rampage 2: Universal Tour PlayStation
Rampage 2: Universal Tour Nintendo 64
Robotron X PlayStation
Robotron 64 Nintendo 64
Ultimate MK3 Saturn
War Gods PlayStation
War Gods Nintendo 64
4. Home Video Game Distribution and License Agreements for Atari Games
-------------------------------------------------------------------
Title Platform Special Notes
Arcade's Greatest Hits Atari Collection 1 PlayStation
Arcade's Greatest Hits Atari Collection 1 Saturn
Arcade's Greatest Hits ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ Saturn
California Speed Nintendo 64
The NHLPA & NHL Present ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ 3D Hockey Nintendo 64 Expired; sell-off over
The NHL & NHLPA Present ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ 3D Hockey '98 PlayStation Expired; sell-off over
The NHL & NHLPA Present ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ 3D Hockey '98 Nintendo 64 Expired; sell-off over
▇▇▇▇: The Dark Age Nintendo 64
Maximum Force PlayStation
Maximum Force Saturn
Olympic Hockey Nagano '98 Nintendo 64 Expired; sell-off over
Return Fire PlayStation Expired; sell-off over
Rush 2: Extreme Racing USA Nintendo 64
San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Extreme Racing Nintendo 64
San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Extreme Racing PlayStation
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SCHEDULE 5
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Game Title Platform
------------------------------- ----------------------------------
Mortal Kombat Special Forces ▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
NFL Blitz 2000 N64, PSX
Hydro Thunder N64, DC
NBA Showtime N64
Paperboy N64
Ready ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇, PSX
Stunt Racer 3000 N64
World Driver: Championship N64
Gauntlet Legends N64
Rush 2: Extreme Racing USA Win 95
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SCHEDULE 6
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List of Certain Agreements between GT Interactive Software Corp. ("GTIS") and
One or More of Midway Games Inc. and its Affiliates
I. AGREEMENTS ANCILLARY TO THE MASTER AGREEMENTS AND THE DISTRIBUTION AND
LICENSE AGREEMENTS THEREUNDER
1. Letter Agreement between GTIS and Midway Home Entertainment Inc. regarding
Wipeout 64 for Nintendo 64
dated October 15, 1998
2. Letter Agreement among GTIS, Midway Games Inc., Midway Home Entertainment
Inc. and Atari Games Corporation captioned Weighted Averaging in Royalty
Accounting dated March 12, 1998
3. Letter Agreement among GTIS, Midway Games Inc. and Midway Home
Entertainment Inc. captioned Japan Territory dated March 12, 1998
4. Letter Agreement among GTIS, Midway Games Inc. and Midway Home
Entertainment Inc. regarding Transition Games dated March 12, 1998
5. Letter Agreement among GTIS, Midway Games Inc. and Midway Home
Entertainment Inc. captioned Distribution Fees and Discounts dated
March 12, 1998
6. Letter Agreement between GTIS and WMS Industries Inc. regarding Inventory of
Atari Games Corporation dated March 27, 1996
7. Letter Agreement between GTIS and WMS Industries Inc. regarding third party
agreements disclosed by Warner Communications Inc. dated March 27, 1996
8. Letter Agreement between GTIS and WMS Industries Inc. captioned Japan
Territory dated March 27, 1996
9. Letter Agreement between GTIS and WMS Industries Inc. regarding Softbank
Corporation and Road Show Entertainment Pty, Ltd. dated March 27, 1996
II. OTHER AGREEMENTS
1. Letter Agreement between GTIS and Midway Home Entertainment Inc. regarding
Top Gear Rally for Nintendo 64 dated October 13, 1997
2. Arrangement between GTIS and Midway Home Entertainment Inc. regarding Twisted
Edge Extreme Snowboarding for Nintendo 64 referenced in letters dated November
21, 1997 and September 24, 1998
3. Distribution Agreement between GTIS and Midway Home Entertainment Inc.
regarding Doom for PlayStation effective November 1, 1995, as amended
4. Distribution Agreement between GTIS and Midway Home Entertainment Inc.
regarding Quake for Nintendo 64 effective January 1, 1997
5. Letter Agreement between GTIS and Midway Home Entertainment Inc. regarding
distribution of computer programs dated June 29, 1998
6. Letter Agreement between GTIS and Midway Home Entertainment Inc. regarding
distribution of computer programs dated August 10, 1998.
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