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EXHIBIT 13
THIS SUPPLEMENTAL AGREEMENT is made the 19th day of May 2000
BETWEEN:
(1) MARTIN LEE EDMONDSON of 32 Love Lane, Pandon Quay,
Newcastle upon Tyne NE1 3DW, England ("ME"); and
(2) DAVID CHRISTOPHER WARD of The Old Farm, Hilltop
Drive, Hale, Cheshire WA16 0JN, England (the "Original Purchaser"); and
(3) INFOGRAMES ENTERTAINMENT SA a company under the laws
of France with registration number RCS Lyon B 341 699 106 having its principal
office at 82-84 rue du lor Mars 1943, Villeurbanne 69628, France (the "New
Purchaser")
RECITALS:
A) ME is the legal and beneficial owner of 1,000,000
(one million) shares of common stock of GT Interactive Software Corp ("GT"),
par value $0.01 each (the "Shares"), and by an Agreement dated 18th February
2000 agreed to sell the Shares to the Original Purchaser on the terms of that
Agreement
B) In entering that Agreement, the Original Purchaser
was acting as undisclosed agent for the New Purchaser, which each of ME and the
New Purchaser acknowledges
C) The terms of that Agreement having not been fulfilled
by either party, ME has agreed with the Original Purchaser and with the New
Purchaser to enter this agreement to acknowledge the New Purchaser as principal
and to clarify the terms of the original Agreement and the provisions
surrounding completion:
IT IS AGREED:
1. ME (being the absolute legal and beneficial owner of
the Shares) shall sell, free from all liens, charges and encumbrances of any
nature whatsoever, and the New Purchaser shall buy the Shares for a price of
$4.19 (four US Dollars and nineteen cents) per share, giving an aggregate
purchase price for all the Shares of $4,190,000 (four million, one hundred and
ninety thousand US Dollars).
2. ME and the Original Purchaser hereby acknowledge and
confirm that shortly after the signature of the original Agreement referred to
above (and for the avoidance of doubt prior to the expiry of 21 (twenty-one)
days after the date of that Agreement) that it was agreed between the parties
that the requirement for completion of the sale to take place within such 21
(twenty-one) days after the date of that Agreement be accordingly amended so
that completion of the sale shall take place as soon as may reasonably be
possible (and in any event not later than 31st May 2000) when:
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2.1 ME shall deliver to the New Purchaser a duly executed
transfer in respect of the Shares and lodge with GT share certificate(s)
representing a number of shares in GT at least equal to the number of the
Shares
2.2 the New Purchaser shall pay the purchase price by
transferring by telegraphic transfer to such bank account as may be nominated
by ME the sum of $4,190,000 (four million, one hundred and ninety thousand US
Dollars) by way of payment of the purchase price.
3. ME and the Original Purchaser hereby agree that the
Original Purchaser entered the Agreement dated 18th February 2000 noted in
Recital (A) as agent of the New Purchaser and that accordingly the rights and
obligations which arose under that Agreement are deemed discharged on this
Supplemental Agreement being signed, and that neither shall be liable to the
other for any cause or matter pertaining to or connected with that Agreement.
4. This Supplemental Agreement shall be governed by
English law. Each of ME and the Original Purchaser and the New Purchaser
hereby submits to the exclusive jurisdiction of the courts of England in
respect of all matters arising out of this Agreement.
SIGNED by MARTIN LEE EDMONDSON:
SIGNED by DAVID CHRISTOPHER WARD
for himself and for and on behalf
of INFOGRAMES ENTERTAINMENT SA:
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