EXHIBIT 10.44
AMENDMENT NUMBER 2 OF INTERNATIONAL DISTRIBUTION AGREEMENT
This Amendment Number 2 of International Distribution Agreement (this
"Amendment") is entered into as of January 1,
2000, by Interplay
Entertainment
Corp., a Delaware corporation ("Interplay")
and Virgin Interactive Entertainment
Limited, a corporation formed under the laws of England
and Wales
("Virgin"),
with reference to the following facts:
A. The
parties have entered into that certain International
Distribution Agreement dated February 10,
1999, subsequently
amended under that
certain Amendment Number 1 of International
Distribution Agreement dated July 1,
1999 (collectively, the "Agreement"), under
which Virgin obtained from Interplay
the right to distribute Interplay products
in certain territories.
B. The
parties desire to amend the Agreement.
Therefore, the parties agree as follows:
I.
Section 5(e) of the
Agreement is deleted
in its entirety and replaced
with the following:
"(e) NO RESERVES.
Virgin shall not deduct or retain
reserves from payments due to Interplay under this Agreement.
Within ten
business days after the date of this
Amendment,
Virgin shall
pay to Interplay any reserves that Virgin
currently retains, to the extent that such currently-retained
reserves exceed the amount of markdown allowances, returns,
or credits as of
December 31,
1999, that have not already
been accounted
for through a
deduction from the amount of
Virgin's payments owed or paid to Interplay."
II. Section
5(f) of the
Agreement is deleted
in its entirety and replaced
with the following:
"(f) RETURNS.
Virgin may not grant any markdown
allowance, price
protection
or other credit for Products
without the prior
written consent of
Interplay,
not to be
unreasonably withheld
or delayed.
For any calendar month
during the
term of this Agreement, the amount of any
Interplay-approved
markdown allowances and returns resulting
from Virgin's
distribution
of Products
may be deducted by
Virgin from its payments to Interplay under EXHIBIT `B' for
that month; PROVIDED,
HOWEVER, that (i) any allowances and
returns so
deducted shall have been processed by Virgin
during that month, and
(ii) Virgin shall
provide Interplay
with a statement of any such markdown allowances and returns,
itemized by Product and customer."
III. Section 13 (a)
of the Agreement is deleted in its entirety and replaced
with the following:
"(a) TERM. This Agreement shall become effective on
the date hereof, and unless sooner terminated pursuant to the
terms of this
Agreement, shall
continue in full force and
effect
until February 10,
2007, on which date this Agreement
shall expire."
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IV. Section 1
of Exhibit "B" of the
Agreement is deleted
in its entirety
and replaced with the following:
"1. VIRGIN SALES TARGETS AND PAYMENTS TO INTERPLAY.
(a) For each calendar
year, Virgin and Interplay
shall agree
upon a target
amount of Net Sales
(as defined
below) for the year. Such target amount of Net Sales shall be
referred to herein as
the 'Base Plan Net Sales' and shall be
set forth on Schedule `B-1' attached hereto.
(b) Virgin shall pay to Interplay, in the time and
manner set forth in subsection (c) below, a percentage of Net
Sales (such payment to
Interplay shall be
referred to herein
as the 'Pass-Through Amount') based upon whether, and to what
extend, Virgin has
exceede
