EXHIBIT 10.2
LETTER OF INTENT
This Letter of Intent ("LOI") is made this 9th day of August, 2002 by and
between Vivendi Universal Games, Inc. (formerly Vivendi Universal Interactive
Publishing North America, Inc.) ("VIVENDI"), a Delaware corporation with offices
at 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 00000, and INTERPLAY
ENTERTAINMENT CORP., a Delaware corporation with offices at 00000 Xxx Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("INTERPLAY").
WHEREAS, Vivendi and Interplay previously have entered into that certain
Distribution Agreement, dated August 23, 2001, as amended (the "OLD DISTRIBUTION
AGREEMENT"), which agreement, among other things, includes the product entitled
"***" ("***");
WHERAS, concurrently with the execution of this Agreement, Vivendi and
Interplay are entering into a separate Video Game Distribution Agreement dated
as of August 9, 2002 (the "NEW DISTRIBUTION AGREEMENT");
WHEREAS, Vivendi and Interplay desire to amend both the Old Distribution
Agreement and the New Distribution Agreement to (i) remove *** from the Old
Distribution Agreement and add it to the New Distribution Agreement, and (ii)
allow Vivendi to offset amounts due to Interplay under the New Distribution
Agreement against any/all amounts which may be due from Interplay to Vivendi
under the Old Distribution Agreement with respect to "true-ups" of the general
reserve under SECTION 6.8 of the Old Distribution Agreement;
WHEREAS, while Vivendi and Interplay expect to and shall use their good
faith efforts to enter into a more detailed written and mutually satisfactory
amendment to the Old Distribution Agreement and the New Distribution Agreement
(the "DEFINITIVE Agreement"), the parties now desire to enter into this BINDING
LOI to facilitate timely execution of the New Distribution Agreement. Unless
otherwise specified herein, all capitalized terms shall have the meanings set
forth in the New Distribution Agreement.
NOW THEREFORE, in consideration of the mutual terms, conditions and
covenants hereinafter set forth, the parties agree as follows:
CONDITION PRECEDENT The obligations of the parties contained herein
are conditioned on the mutual execution and
delivery of the New Distribution Agreement.
REMOVAL OF *** FROM The parties shall amend the Old Distribution
THE OLD DISTRIBUTION Agreement to remove *** therefrom, and the parties
AGREEMENT AND ADDITION shall amend the New Distribution Agreement to add
OF *** TO THE NEW *** as a Partner Product on EXHIBIT B thereto.
DISTRIBUTION AGREEMENT
*** Terms represented by this symbol are considered confidential. These
confidential terms have been omitted pursuant to a Confidential Treatment
Request filed with the Securities and Exchange Commission ("SEC") and have been
filed separately with the SEC.
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RIGHT OF OFFSET The parties shall amend the Old Distribution
Agreement and/or the New Distribution Agreement,
as applicable, to provide that Vivendi shall have
the right to deduct from any/all Interplay
Proceeds (including any Minimum Guarantee
payments) owed to Interplay under the New
Distribution Agreement any/all amounts which may
be owed from Interplay to Vivendi or a permitted
affiliate thereof under the Old Distribution
Agreement with respect to and upon "true-ups" of
the General Reserve performed in accordance with
and defined in SECTION 6.8 of the Old Distribution
Agreement. With respect to the *** period
commencing in ***, and for each *** period
thereafter, such amendment shall also reduce the
settlement period of such General Reserve
"true-ups" as provided under the Old Distribution
Agreement under Section 6.8(b) from *** after each
*** period to *** after each *** period. (For
purposes of clarification, the "true-up" for the
*** period ending *** shall still be subject to a
*** settlement period.)
OLD DISTRIBUTION Subject to the foregoing, all other terms and
AGREEMENT AND NEW conditions of the Old Distribution Agreement and
DISTRIBUTION AGREEMENT the New Distribution shall remain unchanged and in
TO REMAIN UNCHANGED full force and effect.
IN ALL OTHER RESPECTS
INTERPLAY ENTERTAINMENT CORP. VIVENDI UNIVERSAL GAMES, INC.
By: /s/ Xxxx X'Xxxx By: /s/ Herve Caen
---------------------------- ------------------------------------
Title: President, PPG Title: CEO & President
------------------------- ---------------------------------
*** Terms represented by this symbol are considered confidential. These
confidential terms have been omitted pursuant to a Confidential Treatment
Request filed with the Securities and Exchange Commission ("SEC") and have been
filed separately with the SEC.
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