Sample Business Contracts

Warehousing Services Contract - GT Interactive Software Corp. and Arnold Transportation Services Inc. d/b/a Arnold Logistics

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                          WAREHOUSING SERVICES CONTRACT

                  THIS AGREEMENT (the "Agreement"), made and entered into this
2nd day of March, 1999, by and between GT INTERACTIVE SOFTWARE CORP.
(hereinafter "GT Interactive" or "Depositor"), a Delaware corporation, with a
place of business at 417 5TH AVENUE, NEW YORK, NY 10016, and ARNOLD
"Warehouseman"), a Pennsylvania corporation with a place of business at 4410


WHEREAS, Warehouseman operates a commercial warehousing operation at its above
stated place of business and at the facilities (hereinafter, the "Facilities")
described on APPENDIX A hereto (which APPENDIX A, together with APPENDIX B and
the Exhibits hereto, is incorporated by reference in and shall for all purposes
be deemed a part of this Agreement); and

WHEREAS, the Facilities are located on two parcels of land (individually a
"Parcel", and collectively the "Parcels"), title to each of which is in the name
of Warehouseman; and

WHEREAS, the parties hereto desire that Depositor shall store certain goods and
materials at the Facilities and that Warehouseman shall perform certain services
for Depositor in connection therewith; and

WHEREAS, the parties hereto desire to enter into an agreement covering all such
goods and materials placed in storage at the Facilities and all such services to
be performed by Warehouseman.

NOW, THEREFORE, the parties hereto agree as follows:


1.       Warehouseman is and shall be at all times an independent contractor and
         shall have exclusive control and direction of Warehouseman's employees
         engaged in performing services for Depositor. Neither Warehouseman nor
         its employees, agents and/or representatives will be treated as an
         employee of Depositor for any purpose whatsoever. Warehouseman assumes
         full responsibility for the payment of local, state and federal payroll
         taxes or contributions or taxes for unemployment insurance, old age
         pensions, worker's compensation, or other social security and related
         protection, and any other expenses whatsoever that might arise with
         respect to Warehouseman's employees, independent contractors or agents
         engaged in the performance of such services and agrees to comply with
         applicable rules and regulations promulgated under such laws.
<PAGE>   2
         Warehouseman shall, at its sole cost and expense, comply with all laws,
         regulations and ordinances, and all agreements by which it is bound,
         applicable to its performance of services hereunder and shall procure
         and maintain all such consents, licenses and permits as may be required
         by local, state or federal authorities or other third parties with
         respect to such performance.

         In performing its obligations under this Agreement Warehouseman shall
         employ a standard of care commensurate with the highest standards for
         the industry.

         Warehouseman shall have no authority to enter into any agreement or
         make any representation, commitment or warranty binding upon Depositor
         or to incur any liability or obligation on behalf of Depositor.

         At Depositor's request Warehouseman shall allow a representative or
         representatives of Depositor access to the Facilities to monitor the
         performance of the services to be provided hereunder.

         Warehouseman shall promptly notify Depositor of any material
         development, including, without limitation, the commencement of any
         suit, action, investigation or other proceeding which in Warehouseman's
         reasonable judgment could have a material adverse effect on
         Warehouseman's ability to perform its obligations hereunder.

         Depositor shall tender for storage only goods and materials that are of
         the nature and type contemplated by the parties upon execution of this
         Agreement, including, without limitation: computer software, books and
         manuals and other goods and materials currently used or sold by
         Depositor in the ordinary course of its computer software business.
         None of the goods and materials tendered shall be of a toxic or
         hazardous nature unless Depositor has given Warehouseman ninety (90)
         days advance written notice of the toxic or hazardous nature of the
         materials and Depositor has agreed in writing to accept the materials,
         provided, however, that additional charges may be assessed by
         Warehouseman for storage of such materials. None of the goods and
         materials tendered for storage shall constitute illegal contraband or
         paraphernalia, the possession and/or storage of which is prohibited
         under state or Federal law. Depositor warrants that all goods and
         materials will be in compliance with all state and Federal copyright
         and trademark laws and will not be subject to seizure for violation of
         any such laws.

                                EQUAL OPPORTUNITY

2.       Warehouseman's implementation of this agreement will be carried out in
         compliance with all federal and state laws regulating discrimination in
         employment. Specifically, Warehouseman agrees that it will not
         discriminate by reason of race, color, creed, religion, national
         origin, age or gender.
<PAGE>   3
                              SETTING UP OF SYSTEM

2A       Warehouseman shall purchase and cause to be installed in the Facilities
         a Dorner Manufacturing Corp. Sortation System as specified in Dorner's
         proposal number 2137, a copy of which has been delivered to Depositor,
         (the "Sortation System"). Warehouseman covenants that the Sortation
         System will be capable of performing Warehouseman's obligations under
         this Agreement. Warehouseman agrees that if such Sortation System has
         not been installed and is not fully operational by July 15, 1999,
         Depositor shall have the right, in its sole discretion, to terminate
         this Agreement without payment of any Termination Premium, any Asset
         Payment or any other payment of any kind.

         The parties agree that they will cooperate fully in establishing the
         electronic interfaces necessary to communicate such order, inventory
         and other information as may be necessary to implement the procedures
         described in and otherwise effect the purposes of this Agreement. The
         parties understand that the electronic communication system must allow
         Depositor to access Warehouseman's computer system directly from
         Depositor's computer system, to the extent, but only to the extent,
         necessary for Depositor to verify the completeness and accuracy of
         Warehouseman's records in connection with the performance of its
         obligations hereunder.

         Depositor shall install a frame relay circuit running from Depositor's
         principal place of business in New York City to Warehouseman's computer
         center in Lebanon, Pennsylvania. Depositor shall further provide an NT
         Server and hub for facilitating electronic communications between the
         parties, with the server to be installed at Warehouseman's computer
         center in Lebanon, Pennsylvania, on the public side of Warehouseman's
         computer security "firewall." Warehouseman's internal communications
         network shall connect the NT server and hub to Warehouseman's IBM AS400
         on the private side of Warehouseman's computer security "firewall." The
         conduit from the public side of the security firewall to the private
         side of the security firewall shall remain open as required to permit
         full performance of the parties' obligations under this agreement.

                              STORAGE AND HANDLING

3.       In consideration of the storage and handling charges herein provided,
         Warehouseman agrees to receive, handle, store and distribute goods and
         materials of Depositor at and from Warehouseman's Facilities.
         Warehouseman shall provide sufficient and suitable personnel, equipment
         and other accessories necessary or incidental to the efficient and safe
         performance of such receiving, handling, storage and distribution
         services in accordance with the terms hereof. Except as otherwise
         expressly agreed to by Depositor in this Agreement, Warehouseman shall
         be responsible for all expenses it incurs directly or indirectly, in
         the performance of this Agreement, and shall not incur any expense for
         Depositor's account. Warehouseman shall promptly unload inbound
         carriers and load carriers for outbound shipments.
<PAGE>   4
                                 SPACE AVAILABLE

4.       Warehouseman guarantees that the quantity of space set forth on
         APPENDIX A shall be available for Depositor's goods and materials and
         that such amount represents the entire amount of space available at the
         Facilities. It is understood, however, that there may be times when
         Depositor's goods and materials will not occupy the entire space
         available at the Facilities. In the event that space is available in
         the Facilities, Warehouseman shall have the right to use the available
         space for the storage and handling of goods and material of persons
         other than Depositor (an "Alternative Use"); provided, however, that no
         such Alternative Use shall be allowed without Depositor's advance
         written consent, which shall not be unreasonably withheld. It is
         further understood that reasonable causes for Depositor's refusal to
         allow an Alternative Use shall include, but not be limited to, the
         following: (i) Depositor's expectation that it will use the space
         itself during the time of the proposed Alternative Use, or at any time
         after the Alternative Use where Depositor's expected use would be
         adversely affected by such Alternative Use; and (ii) Depositor's belief
         that the proposed Alternative Use would create a hazard or otherwise
         increase the likelihood of damage to Depositor's goods and materials.

         As of the date hereof, Warehouseman has good and valid title to the
         Facilities, including the real property on which they are located, free
         and clear of any lien, pledge, mortgage, security interest, charge,
         restriction, adverse claim or other encumbrance of any kind or nature
         whatsoever ("Encumbrances"), other than those Encumbrances set forth on
         Schedule 4 to this Agreement.

         Warehouseman agrees that it will not sell, or otherwise transfer either
         Parcel, or pledge, mortgage, hypothecate or otherwise subject either
         Parcel to any Encumbrance, unless (i) the other Parcel is
         simultaneously sold, otherwise transferred, pledged, mortgaged,
         hypothecated or otherwise subjected to an Encumbrance to the same party
         on the same terms and (ii) such party agrees in writing to be bound by
         the terms of this Agreement.

         Notwithstanding any other provisions of this Agreement to the contrary,
         Warehouseman may not assign its obligations to provide the services
         described in this Agreement without the prior written consent of

         Immediately upon the execution of this Agreement Warehouseman shall
         file, or caused to be filed, in the Office of the Recorder of Deeds,
         Lancaster County Courthouse, 50 North Duke Street, Lancaster, PA 17603,
         a Memorandum of Agreement, pursuant to Title 21, Section 405 of the
         Pennsylvania Statutes (21 P.S. Section 405), in substantially the form
         of Exhibit A hereto.

<PAGE>   5
                               RATES AND SERVICES

5.       Warehouseman will submit weekly statements for services performed for
         Depositor for the period covered by each statement. Payment is due 30
         days after invoice date, subject to a 1% per month late charge after an
         additional 30 days.

         Failure to pay within 60 days of invoice date shall at Warehouseman's
         option be cause for termination, except where the Depositor is
         contesting such invoice in good faith. Termination Premium and Asset
         Payment (SEE APPENDIX A) will apply in the event of termination by
         Warehouseman for such failure to pay, which shall constitute a
         termination by Warehouseman with Cause hereunder, and Warehouseman
         shall be relieved of any obligation it may have to perform services

         Depositor will arrange to provide for the benefit of Warehouseman a
         $500,000 Letter of Credit in substantially the form of Exhibit B
         hereto. Warehouseman covenants that it will provide whatever
         documentation may be required to waive any liens it may have on any of
         Depositor's goods and materials to actual or potential lenders to

         Rates are firm for years 1 & 2 of contract. At the beginning of each of
         years 3, 4 and 5 rates may be increased by the lesser of (i) any
         increase in the Consumer Price Index for All Urban Consumers for the
         U.S. City Average for All Items, 1982-84=100 (the "CPI"), and (ii) 5%.


                              ROUTING OF SHIPMENTS

6.       Shipments of goods and materials are to be consigned to Depositor in
         care of Warehouseman. The bill of lading and manifest of contents are
         to be received by Warehouseman before arrival of the shipment.


7.       All goods and materials of depositor that are stored at Warehouseman's
         Facilities or otherwise in Warehouseman's possession shall at all times
         remain the property of Depositor for all purposes, and neither
         Warehouseman nor any creditor of Warehouseman shall have a lien on such
         goods and materials, and Warehouseman hereby waives any and all liens
         or other interests in such goods and materials it may have as a matter
         of law or otherwise. Warehouseman shall return to Depositor any and all
         goods and materials requested by Depositor as soon as reasonably
         practicable after such request. Warehouseman shall not sell, assign,
         loan, lease, borrow against, pledge or mortgage such goods and
         materials to any other person or entity. All Depositor's goods and
         materials shall be clearly and prominently labelled as Depositor's
         property and shall be maintained by Warehouseman in a designated area,
         segregated from other materials or products. Warehouseman shall not
         represent to
<PAGE>   6
         any person that such goods and materials are Warehouseman's own
         property or the property of a third party.

                              DELIVERY REQUIREMENTS

8.       No goods or materials shall be delivered or transferred except upon
         receipt by the Warehouseman of complete instructions from the
         Depositor. When no negotiable receipt is outstanding, goods and
         materials may be delivered upon instructions by telephone or electronic
         mail as set forth on APPENDIX A hereto. When a negotiable receipt has
         been issued, no goods or materials covered by that receipt shall be
         delivered, or transferred on the books of the Warehouseman, unless the
         receipt, properly endorsed, is surrendered for cancellation, or for
         endorsement of partial delivery thereon.

         When goods and materials are ordered out, Warehouseman shall carry out
         instructions as described in APPENDIX A, and, if he is unable because
         of acts of God, or any reason beyond the Warehouseman's reasonable
         control, or because of loss or destruction of the goods and materials
         for which Warehouseman is not liable (SEE APPENDIX A FOR DETAILS), the
         Warehouseman shall not be liable for failure to carry out such
         instructions, but the goods and materials remaining in storage contrary
         to such instructions will be held at no cost to the Depositor.

         Warehouseman will not be responsible for misdeliveries made in good
         faith in reliance on orders given by ostensible or alleged agents,
         representatives or employees of Depositor when such orders are given in
         the manner prescribed in this Agreement.

         Warehouseman will not be responsible for loss or damage occasioned by
         any misunderstanding of orders or instructions received or taken by
         telephone in the manner prescribed in this Agreement.


9.       In the event that goods and materials other than computer software,
         books and manuals and other goods and materials used or sold by
         Depositor in the ordinary course of its business are tendered for
         storage, Warehouseman may refuse to accept such goods and materials for
         storage if in its reasonable judgment storage of such goods and
         materials would be dangerous or prejudicial to other goods in storage
         in the Facilities owned by someone other than Depositor. If
         Warehouseman accepts such goods and materials for storage, Depositor
         agrees to the rates and charges set forth in APPENDIX A and the billing
         and other terms of this Agreement.

                               TENDER FOR STORAGE

10.      All goods and materials for storage at the Facilities shall be
         delivered at the Facilities properly marked and packaged for handling.
         The Depositor shall furnish at or prior to such delivery by electronic
         means or otherwise a manifest showing marks, brands,
<PAGE>   7
         or sizes to be kept accounted for separately and the class of storage
         and other services desired, if any and otherwise complying with the
         provisions of APPENDIX A.


11.      Instructions to transfer goods or materials on the books of the
         Warehouseman are not effective until delivered to and accepted by
         Warehouseman, and all charges up to the time of receipt of instructions
         to transfer are chargeable to the Depositor. If transfer involves
         rehandling the goods and materials such will be subject to the charges
         described on APPENDIX A.

         All Depositor's goods and materials shall be stored in the space as
         described in Section 4 hereof. Notwithstanding the immediately
         preceding sentence, with the prior approval of Depositor, Warehouseman
         may move the goods and materials herein described between Depositor
         exclusive storage rooms within the Facilities or remove said goods and
         materials to any other warehouse operated by it. If in Warehouseman's
         reasonable judgment at any time during the bailment the continued
         storage of Depositor's goods and materials shall pose a material risk
         to the Facilities or to Warehouseman's Employees, Warehouseman may
         terminate the bailment by notifying Depositor of such termination, and
         requiring the removal of such goods and materials. Depositor agrees
         that within one hundred-eighty (180) days after receipt of such notices
         it will provide transportation for the removal of said goods and
         materials. Any such termination shall be considered a termination by
         Warehouseman with Cause.

                              TRANSITION PROVISIONS

11.A     The parties agree that notwithstanding the expiration or any
         termination of this Agreement (other than a termination by Warehouseman
         with Cause pursuant to Section 5 hereof), during the time before (i)
         the final removal of Depositor's goods and materials from the
         Facilities, or (ii) the full assumption of Warehouseman's duties
         hereunder by Depositor or its designee, as the case may be, the parties
         will perform their obligations under this Agreement in good faith, so
         that there will be no disruption in the ordinary course of Depositor's

         The parties further agree that, in the event that Warehouseman shall
         cease to perform its duties hereunder, Warehouseman shall nonetheless,
         upon the request of Depositor, cooperate fully in providing such
         liaison and assistance as may be reasonably necessary to enable
         Depositor or its designee to provide the services provided by
         Warehouseman pursuant to this Agreement and to effect an orderly and
         efficient transition of such services. Depositor will pay Warehouseman
         the then current rates under this Agreement for any services
         Warehouseman continues to provide hereunder at Depositor's request
         after termination or expiration of this Agreement.

         Warehouseman understands that in the event it requires Depositor to
         remove Depositor's goods and materials from the Facilities Depositor's
         business will be
<PAGE>   8
         significantly disrupted, and Warehouseman therefore agrees that in the
         event it shall terminate this Agreement without Cause it shall pay
         Depositor the sum of $1,000,000.

         Unless this Agreement specifies otherwise (as for example, with respect
         to a termination by Warehouseman with Cause pursuant to Section 5
         hereof), any termination of this Agreement by Warehouseman shall be
         considered a termination without Cause.

                                SPECIAL SERVICES

12.      Warehouseman will not be responsible for any special service not
         expressly undertaken by him in writing.

                              VALUE OF MERCHANDISE

13.      The rates charged have been fixed on the basis that for the purpose of
         fixing the maximum limit of the amount of any liability the
         Warehouseman may incur as a result of loss or damage to goods, the
         value of the commodities stored is agreed not to exceed an amount equal
         to FIVE DOLLARS PER POUND or the actual value of the commodities,
         whichever is the smaller amount. Total liability of Warehouseman is
         limited to FIFTY MILLION DOLLARS ($50,000,000.00) PER WAREHOUSE, OR ONE
         HUNDRED MILLION DOLLARS ($100,000,000.00) IN TOTAL. Depositor may
         declare in writing a higher value, but for the purpose of fixing the
         maximum limit of the Warehouseman's liability for loss or damage, the
         value of the goods shall in no event be deemed to exceed their actual


14.      Rates do not include fire or other insurance covering the goods. Other
         than with respect to the insurance listed on the Certificate of
         Insurance, Warehouseman will not arrange for insurance unless
         instructed to do so in writing and all premiums incurred with respect
         to such insurance shall be borne by Depositor. Warehouseman agrees to
         provide and maintain type and amounts set forth on the Certificate of
         Insurance attached hereto as Exhibit C.

                             RESPONSIBILITY FOR LOSS

15.      Warehouseman is not responsible for loss or damage caused by fires,
         riots, strikes, insurrections, or from inherent or perishable
         quantities of the merchandise, or other causes beyond his control
         unless such loss or damage be caused by the failure of the Warehouseman
         to exercise the ordinary care and diligence required of it by law.
         Warehouseman shall maintain and preserve Depositor's goods and
         materials stored on its premises in as good condition as that they were
         in when received and shall take all reasonable actions as may be
         necessary to protect such goods and materials from damage or loss, and
         shall at all times meet the levels of inventory accuracy, shrinkage,
         damage and other Measurements set forth on APPENDIX A.
<PAGE>   9
         Upon request of Depositor and after reasonable notice to Warehouseman,
         Depositor shall be allowed to make, at Depositor's expense, on site
         audits of Depositor's goods and materials stored at Warehouseman's
         Facilities, and Warehouseman shall allow Depositor and its agents,
         attorneys and accountants access to the Facilities for such purpose;
         provided that such audits and inspections are conducted by Depositor's
         personnel or authorized representatives in a manner and at a time
         reasonably convenient to both parties.


16.      As a condition precedent to recovery, claims for loss or damage must be
         made in writing within ninety (90) days after the merchandise is
         delivered from the Facilities or, in the case of failure to make
         delivery, then within ninety (90) days after delivery of the last
         package of the lot in Warehouseman's apparent possession.

         Claims for loss, damage or delay (when applicable) shall be paid or
         denied by Warehouseman within sixty (60) days of filing by Depositor.


17.      As a condition of storage, the failure of Warehouseman to deliver goods
         to any person entitled thereto shall not constitute a conversion of
         goods nor subject Warehouseman to any liability whatsoever when such
         non-delivery results from causes arising from strikes, lockouts, work
         stoppages, or restraints of labor from whatever cause. In cases of
         non-delivery or suspension of services for such causes, Warehouseman
         shall use its best efforts to restore service as soon as practicable,
         provided, however, that if such suspension continues for five (5)
         consecutive days, or for ten (10) days in any twenty (20) day period,
         Depositor may terminate this Agreement without any liability upon
         written notice to Warehouseman. Depositor agrees that within two
         hundred and seventy (270) days after the giving of this termination
         notice it will provide transportation for the removal of its goods and
         materials stored at the Facilities. Depositor will be responsible for
         paying Warehouseman all charges and costs incurred by Warehouseman,
         that are otherwise payable to Warehouseman pursuant to the terms of
         this Agreement, to the date the last of Depositor's goods and materials
         are removed from the Facility (the "Removal Date"). The parties agree
         that, notwithstanding the giving of the termination notice, they shall
         perform their obligations under this Agreement in good faith, so that
         there will be no disruption of the ordinary course of Depositor's
         business, until the Removal Date.


18.      All notices required to be given under the terms of this Agreement or
         which either party hereto may desire to give to the other, unless
         pursuant to the terms of this Agreement such notice may be given by
         electronic means, shall be in writing signed by or on behalf of the
         party giving the same and sent by certified mail to the
<PAGE>   10
         addresses set forth below or at such other address as either party may
         furnish to the other in writing.

                  If to Depositor, to:

                                    GT Interactive Software Corp.
                                    417 5th Avenue
                                    New York, NY 10016
                                    Attn:  Alan Behr, Esq.
                                    Peter White

                  with a copy to:

                                    Kramer Levin Naftalis & Frankel LLP
                                    919 Third Avenue
                                    New York, NY 10022
                                    Attn: David P. Levin, Esq.

                  If to Warehouseman, to:

                                    Arnold Logistics
                                    4410 Industrial Park Road
                                    Camp Hill, PA  17011
                                    Attn: Douglas Enck, VP/General Manager

                  with a copy to:

                                    Keefer Wood Allen & Rahal, LLP
                                    210 Walnut Street
                                    Harrisburg, PA  17101
                                    Attn:  Eugene E. Pepinsky, Esq.
                                            Gary E. French, Esq.

                                 BINDING EFFECT

19.      The provisions of this Agreement, and the attached schedules, shall
         apply to and bind Depositor and Warehouseman, their heirs, personal
         representatives, successors and permitted assigns. This Agreement may
         not be assigned by Warehouseman, whether by operation of law and
         otherwise, without the prior written consent of Depositor.


20.      Warehouseman understands and agrees that the terms and conditions of
         this Agreement, all documents referenced herein, communications between
         the parties regarding this Agreement or the services to be provided
         hereunder, all plans, designs, drawings, trade secrets, customers,
         suppliers, and the terms of any agreements with
<PAGE>   11
         customers or suppliers, business and other proprietary information of
         Depositor which is disclosed in connection with this Agreement (all
         such information, collectively, "Confidential Information"), shall at
         all times, except as provided herein, be held in strict confidence and
         be protected from disclosure to any third party, provided, however that
         Warehouseman may disclose such Confidential Information to those of its
         employees, agents and advisors who are required to use such
         Confidential Information in connection with the activities contemplated
         by this Agreement and who are advised of this Agreement and agree to be
         bound by the confidentiality provisions hereof. Warehouseman agrees
         that it shall, and it shall cause its directors, officers, employees,
         independent contractors and other agents who may receive Confidential
         Information to, (i) use the Confidential Information only for the
         purposes set forth in this Agreement, (ii) refrain from reproducing
         such Confidential Information in any form or from orally communicating
         such Confidential Information except as required to perform
         Warehouseman's obligations under this Agreement. All Confidential
         Information shall remain the property of the Depositor. For purposes of
         this Agreement "Confidential Information" shall not include information
         that has been or is (i) was generally known or generally available to
         the public prior to its disclosure to Warehouseman, (ii) becomes
         generally known or generally available to the public subsequent to its
         disclosure to Warehouseman through no wrongful act of any person, or
         (iii) which Warehouseman is required to disclose by rules, statutes and
         regulations (provided that Warehouseman provides Depositor with prior
         notice of the contemplated disclosure and reasonably cooperates with
         Depositor at Depositor's expense in seeking a protective order or other
         appropriate protection of such information). Warehouseman further
         agrees that it shall return such Confidential Information and any
         copies thereof to Depositor upon Depositor's written request or, in any
         event upon termination of this Agreement.

         The parties agree that neither party will issue any public statement
         announcing the existence of this Agreement without the prior consent of
         the other party, which shall not be unreasonably withheld, except as
         such party believes in good faith (upon advice of counsel) is required
         by law and following notice to the other party.


21.      Each of the parties hereto acknowledges and agrees that the other party
         would be damaged irreparably in the event any of the covenants
         contained in this Agreement are not performed in accordance with their
         specific terms or otherwise are breached. Accordingly, each of the
         parties hereto agrees that the other party shall be entitled (without
         posting any bond or proving that monetary damages would not be
         adequate) to an injunction or injunctions to prevent breaches of the
         covenants contained in this Agreement and to enforce specifically this
         Agreement and the covenants herein, in addition to any other remedy to
         which such other party may be entitled at law or in equity.
<PAGE>   12
                              YEAR 2000 COMPLIANCE

22.      Warehouseman covenants and agrees that software products or services
         owned, provided or otherwise developed by Warehouseman, or used in the
         fulfillment of Warehouseman's obligations hereunder, which incorporate
         any date-related information or otherwise process any date-related
         information, will, on or before August 1, 1999, and at all times
         thereafter until the termination of this Agreement, provide, among
         other things, the following functionality: (i) accurate processing of
         date-related information before, during and after January 1, 2000,
         including accepting the date input, providing the date output, and
         performing calculations on dates or portions of dates; (ii) accurate
         functioning without interruption before, during and after January 1,
         2000 without any change in operation associated with the advent of the
         new century; (iii) ability to respond to two-digit input in a way that
         resolves any ambiguity as to century in a disclosed, defined and
         predetermined manner; and (iv) the ability to store and provide output
         date information in ways that are unambiguous as to the century.


23.      Each party hereby represents and warrants (with respect to itself) to
         the other party that:

         i.       It has full power and authority to enter into and perform its
                  obligations under this Agreement;

         ii.      This Agreement has been duly and validly authorized, executed
                  and delivered on behalf of such party and is a legal, valid
                  and binding agreement of such party enforceable in accordance
                  with its terms;

         iii.     The execution and delivery of this Agreement, the incurrence
                  of the obligations set forth in this Agreement and the
                  performance of such obligations will not violate, or
                  constitute a breach of or default under, the governing
                  documents of such party or any material agreement or
                  instrument by which it or any of its property is bound, or to
                  the best of such party's knowledge, any law, rule, regulation,
                  order, license, permit, consent, authorization or approval
                  applicable to such party of any local, state or federal
                  governmental authority or administrative agency or
                  self-regulatory authority having jurisdiction over such party
                  or its property.

         iv.      There is not pending, nor, to the best of such party's
                  knowledge, threatened, any action, suit or proceeding before
                  or by any court or other local, state or federal governmental
                  authority or administrative agency or self-regulatory agency
                  which might reasonably be expected to have a material adverse
                  effect on such party's ability to perform its obligations
                  under this Agreement.
<PAGE>   13
         v.       No consent, approval, authorization or order of any local,
                  state or federal governmental authority or administrative
                  agency, or any third party is required on the part of such
                  party for the execution, delivery and performance of this
                  Agreement by such party.


23A.     Warehouseman shall indemnify and hold harmless Depositor and its
         officers, directors, employees and affiliates from and against any
         liability, damage, loss, cost or expense including, without limitation,
         reasonable attorney's fees and expenses arising out of or resulting
         from Warehouseman's negligence, willful misconduct or breach of any of
         its representations, warranties or obligations under this Agreement.

         Depositor shall indemnify and hold harmless Warehouseman and its
         officers, directors, employees and affiliates from and against any
         liability, damage, loss, cost or expense including, without limitation,
         reasonable attorney's fees and expenses arising out of or resulting
         from Depositor's negligence, willful misconduct or breach of any of its
         representations, warranties or obligations under this Agreement.

                            INVALIDITY OF PROVISIONS

24.      Should any part of this agreement for any reason be declared by any
         court of competent jurisdiction to be invalid, such decision shall not
         affect the validity of any remaining portion, which remaining portion
         shall continue in full force and effect as if this agreement had been
         executed with the invalid portion hereof eliminated, it being the
         intention of the parties that they would have executed the remaining
         portion of this agreement without including any such part, parts or
         portions which may for any reason be hereafter declared invalid.

                               DISPUTE RESOLUTION

25.      Any controversy or claim that may arise between the Depositor and
         Warehouseman relating to the services provided hereunder, including
         performance or lack thereof, by either party in which the claimed
         amount is fifty thousand dollars ($50,000) or less shall be settled by
         arbitration administered by the American Arbitration Association before
         a sole arbitrator in accordance with its Commercial Rules and judgment
         upon the award rendered by the arbitrator may be entered in any court
         having jurisdiction thereof. In the event of any dispute or claim
         having a value greater than fifty thousand dollars ($50,000), either
         party may initiate litigation.

                              WAIVER AND DISCHARGE

26.      This agreement may not be released, discharged, abandoned, changed or
         modified in any manner except by an instrument in writing signed on
         behalf of each of the parties hereto by their duly authorized
         representatives. The failure of any party hereto to
<PAGE>   14
         enforce at any time any of the provisions of this agreement shall in no
         way be construed as a waiver of any such provision, or in any way to
         affect the validity of this agreement or any part thereof or the right
         of any party thereafter to enforce each and every provision. No waiver
         of any breach of this agreement shall be held to be a waiver of any
         other or subsequent breach


27.      The Term of this Agreement shall commence on the date hereof and,
         unless sooner terminated pursuant to the terms hereof shall continue in
         effect until August 1, 2004 (the "Initial Period"), and thereafter
         shall be extended for two successive 12-month periods (each an
         "Extended Period") unless either party gives the other written notice
         at least six months prior to the end of such period that the term shall
         not be extended. Unless otherwise agreed by the parties in writing the
         rates and charges payable pursuant hereto during any Extended Period
         shall be equal to the rates and charges for the immediately preceding
         12-month period.


28.      The expiration or termination of this Agreement shall not release the
         parties from liabilities and obligations accrued as to the date
         thereof. In the event of such expiration or termination the
         indemnification and confidentiality obligations of the parties and any
         other obligations of the parties which by their terms are to be
         performed or complied with subsequent to the expiration or termination
         of this Agreement shall survive and continue in effect.

                              NO THIRD PARTY RIGHTS

29.      The provisions of this Agreement are for the exclusive benefit of the
         parties to this Agreement, and no other person (including without
         limitation any creditor of any party to this Agreement) shall have any
         right or claim against any party to this Agreement by reason of those
         provisions or be entitled to enforce any of those provisions against
         any party to this Agreement.

                           RELATIONSHIP OF THE PARTIES

30.      This Agreement shall not constitute or be construed as creating a
         partnership or joint venture between the parties and neither party
         shall be liable for any debts or obligations of the other party.
         Neither party shall be in any way considered as being an agent or
         representative of the other party in any dealings with any third party,
         and neither party may act for, or bind, the other party in any such

                               TIME OF THE ESSENCE

31. Time is of the essence in the performance of this Agreement.
<PAGE>   15
                               FURTHER ASSURANCES

32.      Each party agrees to execute and deliver any and all such other and
         additional instruments and documents and do any and all such other acts
         and things as may be necessary or expedient to effectuate more fully
         this Agreement and to carry out the business contemplated by this

                                ENTIRE AGREEMENT

33.      This Agreement, including the Schedules and Appendices attached hereto,
         contains every obligation and understanding between the parties
         relating to the subject hereof and merges all prior discussions,
         negotiations and agreements, if any, between the parties, and neither
         party shall be bound by any conditions, definitions, understandings,
         warranties or representations other than as expressly provided or
         referred to herein.

                                  GOVERNING LAW

34.      This Agreement shall be governed by the laws of the State of New York,
         without regard to the conflict of laws provisions thereof.


35.      This Agreement may be executed in two counterparts which when taken
         together shall constitute one and the same agreement. Signatures may be
         by facsimile.
<PAGE>   16

                                  GT INTERACTIVE SOFTWARE CORP.

                                  By:  /s/ DAVID CHEMEROW
                                           David Chemerow
                                           President and Chief Operation Officer

                                  ARNOLD TRANSPORTATION SERVICES, INC.,
                                  t/d/b/a AS ARNOLD LOGISTICS

                                  By: /s/ DOUGLAS B. ENCK
                                          Douglas B. Enck
                                          Vice President/ General Manager