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EXHIBIT 10(ii)
SETTLEMENT AND TEMPORARY SERVICES AGREEMENT
THIS SETTLEMENT AND TEMPORARY SERVICES AGREEMENT (this "Agreement"), is
entered into as of the 31st day of August, 2001, by and among Midway Games Inc.,
a Delaware corporation ("MGI"), Midway Home Entertainment Inc., a Delaware
corporation ("MHEI"), Midway Amusement Games, LLC, a Delaware limited liability
company ("MAG"), Midway Games West Inc., a California corporation f/k/a Atari
Games Corporation ("MGW"), Midway Interactive Inc., a Delaware corporation
("Midway Interactive"), WMS Industries Inc., a Delaware corporation ("WMS"),
▇▇▇▇▇▇▇▇ Electronics Games, Inc., a Delaware corporation ("WEG"), and WMS Gaming
Inc., a Delaware corporation ("Gaming"). As the context requires and as used
herein, the term "MGI" may sometimes refer to MGI and/or its Affiliates, and the
term "WMS" may sometimes refer to WMS and/or its Affiliates.
WHEREAS, on April 6, 1998, WMS distributed all of it shares of MGI's
common stock to holders of the shares of WMS' common stock outstanding on March
31, 1998 (the "Distribution"); and
WHEREAS, prior to the Distribution, MGI had been a majority-owned
subsidiary of WMS; and
WHEREAS, both prior to and in connection with the Distribution, WMS,
MGI and various Affiliates of each of them entered into a number of agreements
setting forth certain continuing arrangements between the Parties, as more
specifically defined herein by the term "Subject Agreements"; and
WHEREAS, the Parties hereto agree and acknowledge that certain rights
and obligations of MGI under the Subject Agreements related to MGI's coin-op
business have been assigned to and assumed by MAG; and
WHEREAS, the Parties desire to amend, modify or terminate certain of
the Subject Agreements, and to set forth the terms of certain other
arrangements, all as specified herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, intending to be legally bound, the Parties to
this Agreement hereby agree as follows:
1. DEFINITIONS. The following terms have the definitions hereinafter
indicated whenever used in this Agreement with initial capital letters:
"Affiliate" means, as to any Person, any other Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person,
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whether through the ownership of voting securities, membership interests, by
contract, or otherwise.
"Confidentiality and Non-Competition Agreement" means the
Confidentiality and Non-Competition Agreement dated as of the 6th day of April,
1998 between WMS and MGI, together with all amendments thereto.
"Information Systems Service Agreement" means the Information Systems
Service Agreement dated as of April 6, 1998 between WEG and MGI, together with
all amendments thereto.
"Manufacturing Agreement" means the Manufacturing Agreement dated as of
the 6th day of April, 1998 between WEG and MGI, together with all amendments
thereto.
"Net Lease" means the Net Lease by and between WEG and MAG and attached
as Exhibit 7(a) hereto, to be entered into simultaneously with the execution and
delivery of this Agreement by the Parties.
"Party" or "Parties" means the parties signatory to this Agreement.
"Patent License Agreement" means the Patent License Agreement effective
as of July 1, 1996 by and between WEG, Gaming and MGI, together with all
amendments thereto.
"Person" means any individual, partnership, corporation, limited
liability company, trust, business trust, joint venture, unincorporated
association, joint-stock company, governmental agency or entity, or other
entity.
"Right of First Refusal Agreement" means the Right of First Refusal
Agreement dated as of the 6th day of April, 1998 between WMS and MGI, together
with all amendments thereto.
"Roscoe Building" means the building located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
"Spare Parts Sales and Service Agreement" means the Spare Parts Sales
and Service Agreement dated as of the 6th day of April, 1998 among WEG, MGI and
MGW, together with all amendments thereto.
"Subject Agreements" means, collectively, the Confidentiality and
Non-Competition Agreement, the Information Systems Service Agreement, the
Manufacturing Agreement, the Patent License Agreement, the Right of First
Refusal Agreement, the Spare Parts Sales and Service Agreement, the Tax
Indemnification Agreement, the Tax Sharing Agreement, the Temporary Support
Services Agreement and the Third Parties Agreement.
"Tax Indemnification Agreement" means the Tax Indemnification Agreement
entered into as of the 6th day of April, 1998 by and between WMS and MGI,
together with all amendments thereto.
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"Tax Sharing Agreement" means the Tax Sharing Agreement entered into as
of the 1st day of July, 1996, by and among WMS, MGI and the direct and indirect
wholly-owned subsidiaries of MGI named therein, including, without limitation,
MHEI, Midway Interactive and MGW, together with all amendments thereto.
"Temporary Support Services Agreement" means the Temporary Support
Services Agreement dated as of the 6th day of April, 1998 between WMS and MGI,
together with all amendments thereto.
"Third Parties Agreement" means the Third Parties Agreement dated as of
the 6th day of April, 1998 between WMS and MGI, together with all amendments
thereto.
"3401 Building" means the building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
"Waukegan Facility" means the building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
2. MANUFACTURING AGREEMENT.
(a) Each of WEG and MGI hereby waive the six months' prior written
notice of termination required by Section 2 of the Manufacturing Agreement, and
hereby agree that the Manufacturing Agreement is terminated effective as of
September 30, 2000; provided, however, such termination shall not affect the
rights or obligations of WEG and MGI under the Manufacturing Agreement with
respect to any claims arising under such Agreement prior to its termination.
(b) Each of WEG and MGI hereby agree and acknowledge that, solely with
respect to the charges for all of the work done for MGI pursuant to the
Manufacturing Agreement during the period beginning on July 1, 2000 and ending
on September 30, 2000, for which MGI supplied all of the parts at its own
expense, Section 8 of the Manufacturing Agreement shall be amended as follows:
(i) the phrase "plus 9%" shall be deleted from Section 8.1;
(ii) Section 8.2 shall be deleted in its entirety and replaced
with the following: "Midway shall pay for actual direct hourly labor
identified to Midway products at WEG's actual hourly wage rates and
fringe benefit costs for such labor, and Midway shall pay for a
percentage of the cost of all salaried labor identified to Midway
products based on the percentage of time such personnel devoted to
Midway products."
(iii) MGI and WEG hereby agree and acknowledge that, for
purposes of Section 8.3, the 65% allocation to MGI pursuant to Section
4.3 of the Manufacturing Agreement shall apply.
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(iv) The first sentence of Section 8.4 is hereby deleted in
its entirety. Such sentence reads as follows: "All costs of WEG to be
paid by Midway as described in this Agreement shall be increased by a
9% fee."
(c) MGI has purchased from WMS certain parts and equipment located at
the Waukegan Facility at agreed upon prices.
(d) MGI shall remove, at its own expense, all of its inventory, parts,
equipment and personnel from the Waukegan Facility on or prior to October 31,
2000.
(e) WMS hereby agrees and acknowledges that MGI and/or its Affiliates
may solicit and employ those persons listed on Exhibit 2(e) attached hereto, and
that such solicitation and employment is hereby excluded from the
non-solicitation provisions of Section 4 of the Confidentiality and
Non-Competition Agreement. In the event MGI desires to offer employment to any
such individuals listed in Exhibit 2(e), which decision shall be in MGI's sole
discretion, MGI shall solicit such individuals with the understanding that each
of them has voluntarily terminated their employment with WMS, and such
individuals shall be hired by MGI at the same seniority level as they enjoyed at
WMS.
3. SPARE PARTS SALES AND SERVICE AGREEMENT.
(a) Each of WEG and MGI hereby waive the six months' prior written
notice of termination required by Section 3 of the Spare Parts Sales and Service
Agreement, and hereby agree that the Spare Parts Sales and Service Agreement is
terminated effective as of September 30, 2000.
(b) MGI (or its designated Affiliate) has purchased from WEG certain
spare parts at agreed upon prices.
4. INFORMATION SYSTEMS SERVICE AGREEMENT. Pursuant to Section 7.10
thereof, WEG and MGI hereby amend the Information Systems Services Agreement as
follows:
(a) Section 1 of the Information Systems Services Agreement is hereby
deleted in its entirety and replaced with the following:
"1. Standard Services to be Supplied. WEG shall provide MGI with access
to its production and test computer systems for business applications and will
perform all non-project related support for the computer systems including 5
Month Ends, 1 Year End, and 1 Physical Inventory for those MGI subsidiaries
and/or affiliates which currently reside on the AS 400 ("Subsidiaries"). In
addition, WMS will perform all support for the computer systems through the
expiration of this Agreement, including, without limitation, helpdesk support
for the AS 400. For purposes of this Agreement, "Month End(s)" and "Year End(s)"
shall be defined as services consisting of submission of business jobs and the
sequential closing of (i) order entry, (ii) billing, (iii) ordering, (iv)
purchasing, (v) accounts receivable, and (vi) accounts payable, on a monthly and
calendar year basis, respectively. "Physical Inventory" shall be defined as
services
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consisting of suspending user options during inventory, preparing inventory
files for inventory, and performing inventory-balancing jobs."
(b) Section 2 of the Information Systems Services Agreement is hereby
deleted in its entirety and replaced with the following:
"2. Payment for Standard Services. In consideration for the services
provided by WEG pursuant to Section 1 of this Agreement, Midway shall pay WEG an
amount equal to $5,000 per week, as indicated on monthly invoices delivered by
WMS to Midway. Midway shall make payment to WEG within ten (10) days after
receipt by Midway of each invoice."
(c) Section 3 of the Information Systems Services Agreement is hereby
deleted in its entirety and replaced with the following:
"3. Other Services to be Supplied.
3.1 Special Projects. Upon Midway's request, WEG may provide
any such other services to Midway not specifically described in Section
1 of this Section 3. Such requested services shall be provided to
Midway through a mutually-agreed upon outside service provider
("Consultant"), who shall be engaged by WEG on behalf of Midway.
Notwithstanding the foregoing, WEG reserves the right to refuse such
requests subject to its own resource availability and needs.
3.2 Payment for Requested Services. In consideration for the
requested services provided by WEG pursuant to this Section 3, Midway
shall pay WEG an amount equal to the cost to WEG of the Consultant, as
indicated on monthly invoices delivered by WEG to Midway. WEG shall
attach a copy of Consultant's invoice to WEG to each such monthly
invoice to Midway. Midway shall make payment to WMS within ten (10)
days after receipt by Midway of each invoice."
(d) Section 5 of the Information Systems Services Agreement is hereby
deleted in its entirety and replaced with the following:
"5. Effective Date and Term. This Agreement is effective as of July 1,
2001 and will continue in effect until December 31, 2001. WEG hereby
grants to Midway one (1) option to renew this Agreement for a term of
three (3) months, subject to the terms and conditions set forth herein.
Notwithstanding the foregoing, during the term of the renewal period,
Midway shall be only be entitled to 3 Month Ends and 1 Physical
Inventory. In addition, during such renewal period, WEG shall not offer
any services described in Section 3. Midway's option to renew shall be
exercised by Midway's written notice (which shall be irrevocable) to
WEG of its exercise of such option not later than fifteen (15) days
prior to expiration of this Agreement."
(e) except as specifically amended by this Section 4, the Information
Systems Services Agreement shall remain in full force and effect.
5. TEMPORARY SUPPORT SERVICES AGREEMENT. Pursuant to Section 4.10
thereof, WMS and MGI hereby amend the Temporary Support Services Agreement as
follows:
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(a) Section 1 of the Temporary Support Services Agreement is hereby
deleted in its entirety and replaced with the following:
"1. Services to be Supplied. WMS shall supply to Midway the services
listed on the Schedule of Services attached hereto, along with other agreed-upon
services, all to the extent requested from time to time by Midway. All such
services shall be supplied by WMS during the term specified on the Schedule of
Services attached hereto. "
(b) Section 2 of the Temporary Support Services Agreement is hereby
deleted in its entirety and replaced with the following:
"2. Payment for Services. In consideration for the services provided by
WMS pursuant to this Agreement, Midway shall pay WMS an amount equal to its
direct or allocated cost (including, without limitation, wages, salaries, fringe
benefits and materials), as further described on the Schedule of Services
attached hereto, and as indicated on monthly invoices delivered by WMS to
Midway. Midway shall make payment to WMS within thirty (30) days after receipt
by Midway of each invoice."
(c) Section 3 of the Temporary Support Services Agreement is hereby
deleted in its entirety and replaced with the following:
"3. Effective Date and Term. This Agreement is effective as of April 6,
1998 and shall continue in effect until (i) the termination of all services to
be provided by WMS to Midway pursuant to the Schedule of Services, or (ii)
Midway ceases to occupy the premises of the Roscoe Building; provided, however,
notwithstanding anything to the contrary set forth in Section 4.10 hereof,
Midway may terminate this Agreement at any time by delivery of written notice to
WMS."; and
(d) except as specifically amended by this Section 5, the Temporary
Support Services Agreement shall remain in full force and effect.
6. RIGHT OF FIRST REFUSAL AGREEMENT. Pursuant to Section 4.10 thereof, WMS
and MGI hereby amend the Right of First Refusal Agreement as follows:
(a) the phrase "of its manufacturing plant located in Waukegan,
Illinois (the "Waukegan Plant")" in the fourth WHEREAS clause on page 1 of the
Right of First Refusal Agreement is hereby deleted in its entirety and replaced
with the following phrase:
"of the South parking lot behind the building located as ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "South Parking Lot")";
and
(b) the phrase "Waukegan Plant" is hereby replaced with the phrase
"South Parking Lot" in each and every place in which such phrase appears in the
Right of First Refusal Agreement; and
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(c) except as specifically amended by this Section 6, the Right of
First Refusal Agreement shall remain in full force and effect.
7. ROSCOE BUILDING; PARKING; NET LEASE. It is currently contemplated that
WMS shall move personnel and equipment from the 3401 Building and the Roscoe
Building to the Waukegan Facility, including the manufacturing operations
currently located in the 3401 Building. WMS shall then renovate the 3401
Building to create a facility for its engineers. Such renovations have a current
target start date of August 2001. It is also currently contemplated that MGI
shall move its personnel and equipment from the 3401 Building into the Roscoe
Building when WMS makes the Roscoe Building available for use by MGI. In
connection with these relocations and renovations, the Parties agree as follows:
(a) Simultaneously with the execution and delivery of this Agreement,
WEG and MAG shall enter into the Net Lease for the Roscoe Building, which Net
Lease shall become effective on the date that WMS and its Affiliates vacate the
Roscoe Building in a manner that allows MGI and its Affiliates to occupy that
space. The Parties anticipate that such date shall be on or about August 1,
2001. Prior to the effective date of the Net Lease, WMS and MGI shall identify
the fixtures and equipment which will remain in the Roscoe Building upon the
effectiveness of the Net Lease, and WMS shall remove all other equipment, such
as workstations and furniture.
(b) Prior to the date on which the Net Lease becomes effective, WMS
shall allow MGI's personnel and equipment to remain in the 3401 Building in a
manner which will not disrupt their normal course of business.
(c) Subject to WMS' own parking requirements, WMS shall provide MGI
with the use of parking spaces in the East, South, North and West parking lots
until such time as MGI notifies WMS that such parking accommodations are no
longer necessary, subject to the terms of WMS' leases, as applicable. The
parties agree and acknowledge that they will negotiate a retroactive allocation
to MGI of payment based on WMS' actual out-of-pocket cost and pro-rated based on
the percentage of total available parking spaces used by MGI personnel on a per
lot basis. MGI shall provide WMS on a quarterly basis with accurate records and
documentation with respect to MGI personnel usage of any parking spaces. WMS
shall provide MGI with documentation supporting its calculation of actual out-of
pocket costs and MGI personnel usage. Such payments shall be calculated on a
quarterly basis.
(d) To the extent that access through the Roscoe Street entrance is not
available, WMS shall grant to MGI a right to ingress and egress through the WMS
South Parking Lot to the Boatyard Parking Facility, provided that such rights
terminate in the event that MGI does not exercise the Right of First Refusal,
when available.
8. CONTINUATION OF CERTAIN SUBJECT AGREEMENTS. Except as specifically
amended or modified by this Agreement, the Patent License Agreement, the Tax
Sharing Agreement, the Confidentiality and Non-Competition Agreement, the Third
Parties Agreement, the Tax Indemnification Agreement and the Tax Separation
Agreement shall remain in full force and effect.
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9. COOPERATION. Each of the Parties hereto shall take such actions and
execute such documents and instruments as may be reasonably requested by the
other Party to implement the terms and provisions of this Agreement. In
addition, each Party shall use its best efforts to:
(a) fully reconcile the intercompany balances through the end of the
term of this Agreement;
(b) assist in any third party billing or collections required under any
of the Subject Agreements; and
(c) assist in the re-delivery of misdirected mail, misdirected invoices
and other correspondence.
10. INSURANCE; INDEMNIFICATION.
(a) Each Party shall maintain products liability insurance for three
years after the date hereof, in amounts reasonably customary in such Party's
industry, with respect to products previously manufactured or sold by it under
any of the Subject Agreements.
(b) No Party shall be liable for any loss, damage, claim, action or
proceeding ("Loss") suffered by the other Parties hereto, unless such Loss
arises from or is caused by such Party's negligence, fraud or willful
misconduct, and such Party agrees to indemnify, defend and hold harmless the
others (and their respective directors, officers, employees and agents) from any
Loss arising from such negligence, fraud or willful misconduct.
(c) The Party required to indemnify hereunder (the "Indemnitor"), upon
demand by another Party (an "Indemnitee"), at the Indemnitor's sole cost and
expenses, shall resist or defend against any Loss arising form this Agreement
that is asserted against the Indemnitee (in the Indemnitee's name, if
necessary), using such attorneys as the Indemnitee shall approve, which approval
shall not be unreasonably withheld or delayed. The Indemnitor shall not settle
or compromise any Loss on behalf of the Indemnitee without the written consent
of the Indemnitee, which consent shall not be reasonably withheld or delayed.
11. ASSIGNMENT. No Party shall, without the prior written consent of all of
the other Parties, such consent not to be unreasonably withheld, conditioned or
delayed, assign any right or delegate any obligations under this Agreement to
any Person other than an Affiliate of the assigning or delegating Party;
provided, however, no Party shall avoid the provisions of this Agreement by
assigning any right or delegating any obligation under this Agreement to one or
more Affiliates and then disposing of all or any portion of such Party's
interest in any such Affiliate.
12. BINDING AGREEMENT, ETC. This Agreement and all terms, provisions and
conditions hereof shall inure to the benefit of and be binding on the Parties
hereto and, except as otherwise provided herein, to their respective successors
and permitted assigns. Nothing herein, express or implied, shall be construed to
give any other Person any legal or equitable rights hereunder. No
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Person shall be deemed to be a third party beneficiary of this Agreement.
Nothing herein shall be construed to be an admission or waiver of any rights,
claims and defenses the Parties may have against third parties, which rights,
claims and defenses the Parties specifically reserve.
13. HEADINGS. All section headings in this Agreement are for convenience of
reference only, are not intended to qualify the meaning of any section, and in
no way define or limit the scope or intent of any provision or part hereof.
14. COUNTERPARTS. This Agreement may be executed in several counterparts,
and all so executed shall constitute one and the same Agreement, binding on all
of the Parties hereto, notwithstanding that all of the Parties are not
signatories to the original or same counterpart.
15. "HEREOF," ETC. The terms "hereof, " "herein" and "hereunder" and terms
of similar import refer to this Agreement as a whole and not to any particular
provision of this Agreement. Unless otherwise specified, Section, clause,
definition, Schedule and Exhibit references contained in this Agreement are
references to Sections, clauses, definitions, Schedules and Exhibits in or to
this Agreement.
16. INCLUDING. Whenever the term "including" (whether or not that term is
followed by the phrase "but not limited to" or "without limitation" or words of
similar effect) is used in this Agreement in connection with a listing of items
within a particular classification, that listing shall be interpreted to be
illustrative only and shall not be interpreted as a limitation on, or an
exclusive listing of, the items within that classification.
17. TERMINOLOGY. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders,
the singular shall include the plural, and vice versa, as the context may
require.
18. ENTIRE AGREEMENT. This Agreement, including all Schedules and Exhibits
attached hereto, together with the Subject Agreements as amended, modified or
terminated by this Agreement, contains the entire understanding among the
Parties hereto with respect to the subject matter hereof, and supercedes all
prior written or oral agreements among them with respect to the subject matter
hereof.
19. AMENDMENT; NO WAIVER. This Agreement shall not be amended or modified
except by a writing executed and delivered by the Parties to be charged. No
amendment, modification, extension or failure to enforce any condition of this
Agreement by any Party shall be deemed a waiver of any of its rights herein.
20. NO INCONSISTENT AGREEMENTS. Each Party represents and warrants to each
other Party that proceeding herewith is not inconsistent in any material way
with any contractual obligations, expressed or implied, undertaken with any
third party.
21. SEVERABILITY. In the event that any term or provision of this Agreement
shall violate any applicable statute, ordinance or rule of law in any
jurisdiction in which it is used, or otherwise be
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unenforceable, such provision shall be ineffective in such jurisdiction only to
the extent of such violation without invalidating any other provision hereof.
22. NOTICES. All notices and other communications hereunder shall be in
writing and shall be delivered by hand, by facsimile or by overnight courier to
the Parties at the addresses listed below, or at such other addresses for a
Party as shall be specified by like notice, and shall be deemed given on the
date on which such notice is received:
For MGI, MHEI, MAG, MGW, and Midway Interactive:
Midway Games Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: 773/▇▇▇-▇▇▇▇
Attn: General Counsel
For WMS, WEG, and Gaming:
WMS Industries Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn: General Counsel
23. GOVERNING LAW. The issues and questions concerning the construction,
validity, interpretation and enforceability of this Agreement and the Schedules
and Exhibits hereto shall be governed by, and construed in accordance with, the
laws of the State of Illinois, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Illinois or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Illinois. In furtherance of the foregoing,
the internal law of the State of Illinois shall control the interpretation and
construction of this Agreement (and all Schedules and Exhibits hereto), even
though under that jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.
24. BUSINESS DAYS. If any time period for giving notice or taking action
hereunder expires on a day which is a Saturday, Sunday or legal holiday in the
State of Illinois, the time period shall automatically be extended to the
business day immediately following such Saturday, Sunday or legal holiday.
* * * * *
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IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above.
MIDWAY GAMES INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
Title: Executive Vice President -
Chief Financial Officer
MIDWAY HOME ENTERTAINMENT INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
Title: Vice President - Finance
and Treasurer
MIDWAY AMUSEMENT GAMES, LLC
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
Title: Senior Vice President - Finance,
Treasurer & Chief Financial
Officer
MIDWAY GAMES WEST INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
Title: Senior Vice President - Treasurer
MIDWAY INTERACTIVE INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
Title: Vice President - Finance and
Treasurer
WMS INDUSTRIES INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: Executive Vice President, Chief
Operating Officer, Secretary &
General Counsel
▇▇▇▇▇▇▇▇ ELECTRONICS GAMES INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: Executive Vice President, Chief
Operating Officer, Secretary &
General Counsel
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WMS GAMING INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: Executive Vice President, Chief
Operating Officer, Secretary &
General Counsel
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LIST OF SCHEDULES
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Schedule of Services
LIST OF EXHIBITS
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Exhibit 2(e) - Former Employees of WMS Solicited/Hired by MGI
Exhibit 7(a) - Net Lease
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SCHEDULE OF SERVICES
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DESCRIPTION CALCULATION TERMINATION
OF SERVICES OF COST EVENT/DATE
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Use of model shop Based on actual usage Upon notice from MGI to
in the 3401 Building at hourly rates to be WMS, or in the event that
agreed upon among the MGI ceases to occupy
Parties the Roscoe Building
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Use of blueprint room Based on actual usage Upon notice from MGI to
in the 3401 at hourly rates to be WMS, or in the event that
agreed upon among the MGI ceases to occupy
Parties the Roscoe Building
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Vending Machine Services TBD* Upon notice from MGI to
WMS, or in the event that
MGI ceases to occupy
the Roscoe Building
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* The parties agree and acknowledge that they will negotiate a retroactive
allocation of payment based on actual cost and/or known usage. Such payments
shall be calculated on a quarterly basis.