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EXHIBIT 10.21
WMS INDUSTRIES INC.
MIDWAY GAMES INC.
MIDWAY HOME ENTERTAINMENT INC.
XXXXXXXX ELECTRONICS GAMES, INC.
0000 XXXXX XXXXXXXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000
March 12, 1998
GT Interactive Software Corp.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the GTIS Master Option and License Agreement (Home
Video Games) dated March 31, 1995, as amended, including Exhibit A thereto (the
"Midway Master Home Video Agreement"), and the Master Option and License
Agreement for Atari Home Video Games dated March 27, 1996, including Exhibit A
thereto (the "Atari Master Home Video Agreement") (collectively, the "Master
Home Video Agreements"). Capitalized terms used herein but not defined herein
shall have the meanings ascribed to those terms in the Master Home Video
Agreements.
Concurrently herewith, the parties are entering into a Third Amendment
to the GTIS Master Option and License Agreement, dated December 28, 1994, as
amended, and a First Amendment to the GTIS Master Option and License Agreement
for Atari PC Games dated March 27, 1996. The parties also desire to amend the
Master Home Video Agreements in order to make certain conforming and other
changes as provided herein.
1. On July 1, 1996, WMS assigned its rights and delegated its
obligations under the Master Home Video Agreements together with substantially
all other assets and liabilities comprising the video game business of WMS to
its then wholly-owned subsidiary, Midway (which was subsequently renamed Midway
Games Inc.). GTIS, Midway, WMS, Xxxxxxxx Electronics Games, Inc. and Midway Home
Entertainment Inc. (formerly, Xxxxxxxx Entertainment Inc.) hereby confirm the
assumption by Midway and Midway Home Entertainment Inc. of all rights,
obligations and liabilities of WMS and Xxxxxxxx Electronics Games, Inc. under
the Midway Master Home Video Agreement and the assumption by Midway of all of
the rights, obligations and liabilities of WMS under the the Atari Master Home
Video Agreement, provided, however, that in each case, WMS and Xxxxxxxx
Electronics Games, Inc. shall continue to remain liable for their obligations
under the Master Home Video Agreements.
2. With respect to periods from and after July 1, 1996, unless the
context shall otherwise require, references to "WMS Group" shall be replaced in
the Master Home Video Agreements by references to "Midway Group", which shall
mean Midway or any subsidiary, affiliate or other entity, a majority of whose
capital stock is owned directly or indirectly by Midway or with respect to which
during the term of the Master Home Video Agreements, Midway, directly or
indirectly, has the legal power, without the consent of any third party, to
direct the acquisition of rights to or exploitation of Games on Designated
Consumer Game Platforms. With respect to periods from and after July 1, 1996,
unless the context shall otherwise require, references to "WMS" shall be
replaced by references to "Midway." For purposes of clarification, any entity
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a majority of whose capital stock is acquired by Midway and any entity a
majority of whose capital stock is acquired by AGC, as the case may be, shall
not be deemed members of the Midway Group or the Atari Group, respectively, with
respect to periods preceding its date of acquisition by Midway or AGC, as the
case may be, and (i) home video games designed for play on a specific Designated
Consumer Game Platform which were released by such acquired entity prior to its
date of acquisition by Midway or AGC shall not be deemed to constitute Games
First Released by the Midway Group or the Atari Group, as the case may be,
unless such home video games are subsequently released by a member of the Midway
Group or the Atari Group (which shall include such acquired entity),
respectively, and (ii) home video games designed for play on a specific
Designated Consumer Game Platform which are released by such acquired entity on
or after its date of acquisition by Midway or AGC shall be deemed to be Games
First Released by the Midway Group or the Atari Group, as the case may be (which
shall then include such acquired entity), and shall be available for license by
GTIS (subject to all limitations and contractual agreements theretofore entered
into by such acquired entity prior to the date of its acquisition by Midway or
AGC, including any limitations on the Midway Group's or Atari Group's right to
sublicense or subdistribute such Games).
3. Section 2.9 of the Midway Master Home Video Agreement (as added in
the First Amendment to the Midway Master Home Video Agreement) and Section 2.10
of the Atari Master Home Video Agreement are hereby deleted.
4. All references in the Master Home Video Agreements to an "Early
Termination Event" are hereby deleted. Midway, Xxxxxxxx Electronics Games, Inc.,
Midway Home Entertainment Inc. and WMS hereby confirm that Warner
Communications, Inc. has no current or future right to acquire any or all of the
ownership of AGC.
5. Sections 11 of the forms of Home Video Game Distribution and License
Agreement attached as Exhibits A to each of the Master Home Video Agreements
(regarding translations of the text associated with the Licensed Products) are
amended to provide that Licensor shall not be required to encode Licensee's
translation text in a new Technically Acceptable Master Disk if Licensee shall
not have furnished its translation text to Licensor within ten business (10)
days following its receipt from Licensor of the complete Text Materials. Text
Materials delivered by Licensor to Licensee shall be deemed complete unless
Licensee shall have notified Licensor in writing that such Text Materials as
delivered are incomplete, specifying in detail the reasons therefor, within five
(5) business days following Licensee's receipt thereof. In such case Licensor
shall furnish any additional required Text Materials as promptly as possible and
Licensee shall have ten (10) additional business days from its receipt of such
additional Text Materials in which to furnish its translation text to Licensor.
6. Addresses to which notices shall be sent under the Master Home Video
Agreements (including the applicable notice provisions of all applicable Home
Video Game Distribution and License Agreements for Midway and Atari games) shall
be changed as follows:
Midway Games Inc.
0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxxxx, President
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
With copies to:
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Midway Home Entertainment Inc.
0000 Xxxxx Xxxxxxxx Xxxxxxx 00
Xxxxxxxxx, Xxxxx 00000
Attention: Mr. Xxxxx Xxxx
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
Midway Home Entertainment Inc.
0000 Xxxxx Xxxxxxxx Xxxxxxx 00
Xxxxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxx
Telephone Number: (000) 000-0000
Facsimile Number (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxx, Esq.
Shack & Xxxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
Notices to GTIS shall also be sent with a
copy to:
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GT Interactive Software Corp.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxxxxxx, Esq.
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
Please indicate your agreement to the foregoing by signing this letter
in the place provided below.
Very truly yours,
WMS Industries Inc.
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President & Secretary
Midway Games Inc.
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President & Secretary
Midway Home Entertainment Inc.
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President & Secretary
Xxxxxxxx Electronics Games, Inc.
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President & Secretary
Accepted and Agreed to:
GT Interactive Software Corp.
By:/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President, International Division
Business Affairs
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