EXHIBIT 10.45
AMENDMENT TO INTERNATIONAL DISTRIBUTION AGREEMENT
This Amendment
to International Distribution Agreement (this
"AGREEMENT"), is entered into as of April _, 2001,
by and between INTERPLAY
ENTERTAINMENT CORP., a Delaware corporation
whose principal place of business is
at 16815 Von Karman Avenue, Irvine,
California 92606 (hereinafter "INTERPLAY"),
and VIRGIN INTERACTIVE ENTERTAINMENT LIMITED, a corporation formed under the
laws of England and Wales whose
principal place of
business is at 74A Charlotte
St., London, England, W1P 1LR (hereinafter "VIRGIN"), with respect to the
following recitals:
RECITALS
A.
Interplay and Virgin
are parties to that
certain Settlement
and Release Agreement, dated as of the date
hereof (the "SETTLEMENT AGREEMENT"),
which Settlement Agreement provides for the execution and delivery of this
Agreement as a condition precedent to the consummation of the parties'
respective obligations there under.
B.
Pursuant to
SECTION 14(B) of that certain International
Distribution Agreement, entered into effective February
10, 1999 (the "ORIGINAL
AGREEMENT"), between Virgin and Interplay,
Virgin and Interplay are amending the
Original Agreement as set forth herein. All capitalized terms used in this
Agreement and not defined herein shall have
the meanings given such terms in the
Original Agreement,
C. The
parties intend this Agreement to be an amendment,
effective as of the date first set forth
above, of the Original
Agreement, and
not a novation.
AGREEMENT
NOW, THEREFORE,
in consideration of the foregoing recitals and the
mutual agreements and promises set forth
herein, and for other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
parties hereby agree as follows:
1.
PAYMENTS. Subject
to Section 2 below, Exhibit B to the
Original Agreement is hereby amended as
follows:
1.1 THE
MINIMUM MONTHLY OVERHEAD FEE. Section 3 of
Exhibit B of the Original Agreement is
hereby amended as follows:
1.1.1
Interplay shall pay to
Virgin an
aggregate
Minimum Monthly Overhead Fee of $1,500,000 for the period from April 1,
2001
through June 30, 2002, which amount shall be paid by Interplay to
Virgin as
follows:
(a) $1,000,000
shall be payable in nine
(9) consecutive equal monthly installments of $111,111.11 each
on the fifteenth
(15th) day of the month, with the first
installment payable on
the later of (i)
April 15, 2001 and (ii) the "Closing" (as
defined in the Settlement Agreement);
and
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(b) $500,000
shall be payable in six
(6) consecutive equal monthly installments of $83,333.33 each on
the fifteenth
(15th) day of the month, with the first
installment payable on January 15, 2002.
1.1.2
Notwithstanding
SECTION 1.1.1
to the
contrary, if the Original Agreement is terminated by either party for any
reason, including as of a result of breach
by either party, all
unpaid amounts
provided for in SECTION 1.1.1, in addition to any other
amounts that may be
payable by Interplay as a result of such
termination,
shall be immediately
due
and payable, without notice, as of the date
of such termination.
1.1.3 For
the period
from July 1,
2002 through
termination or expiration of the Original
Agreement, no Minimum Monthly Overhead
Fee shall be payable by Interplay
to Virgin,
and Section 3 of
Exhibit B of the
Original Agreement shall cease to have any
further force or effect.
1.2 RIGHT OF
OFFSET. Each of Virgin
and Interplay
shall
have the right to set off against any amounts payable by one such party (the
"First Party") to the other such party
(the "Second Party")
under the Original
Agreement all or any portion of any amounts
then payable by the Second Party to
the First Party under the Original Agreement, as amended by this Agreement,
including, without limitation, the Minimum
Monthly Overhead Fee.
1.3 ADJUSTMENT
OF THE MINIMUM MONTHLY OVERHEAD FEE.
Section 4 of Exhibit B of the Original Agreement is hereby deleted in its
entirety. The parties agree that any p
