{"id":42756,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/revenue-sharing-agreement-blockbuster-videos-inc-and-columbia.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"revenue-sharing-agreement-blockbuster-videos-inc-and-columbia","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/revenue-sharing-agreement-blockbuster-videos-inc-and-columbia.html","title":{"rendered":"Revenue Sharing Agreement &#8211; Blockbuster Videos Inc. and Columbia Tristar Home Video Inc."},"content":{"rendered":"<pre>\n                            REVENUE SHARING AGREEMENT\n\nTHIS AGREEMENT (the 'Agreement') is made the 25th day of August, 1998 (the\n'Effective Date').\n\nBETWEEN:\n\n(1) BLOCKBUSTER VIDEOS, INC. whose principal place of business is at 1201 Elm\nStreet, Dallas, Texas 75270 (hereinafter referred to as 'Blockbuster,' which\nfollowing assignment shall include its actual assigns); and\n\n(2) COLUMBIA TRISTAR HOME VIDEO, INC. whose principal place of business is at \n10202 West Washington Boulevard, Culver City, California 90232-3195 \n(hereinafter referred to as 'CTHV,' which shall be deemed to include its \npermitted assigns).\n\n\nWHEREAS:\n\n(A) Blockbuster and certain of its Affiliates (the terms initially capitalized\nin this Agreement and not otherwise defined herein shall have the respective\nmeanings set forth in Paragraph 1 of this Agreement) own, operate and franchise\nretail stores which, among other things, rent, sell and market pre-recorded\nvideocassette tapes to the general public; and\n\n(B) CTHV and certain of its Affiliates acquire, produce, license, market and \nsell motion pictures on pre-recorded videocassette tapes; and\n\n(C) CTHV is willing to provide Copies of each Rental Picture and each * to \nBlockbuster; and\n\n(D) Blockbuster is willing to obtain, on the terms and subject to the conditions\nhereinafter set forth, a specified number of Copies of each Rental Picture and\neach * distributed by CTHV during the Term; and\n\n(E) Blockbuster is willing and has the operational capacity to report\nelectronically on an ongoing basis during the Revenue Sharing Period information\nas to the rental of Copies per Rental Picture as set forth in Exhibit C,\nattached hereto and made a part hereof.\n\n----------\n*     Pages where confidential treatment has been requested are stamped\n      'Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment', and the confidential\n      section has been marked with a star (*).\n\n\n                                       2\n\n\nNOW THEREFORE, based on the above premises and in consideration of the mutual\ncovenants and agreements contained herein, the receipt and sufficiency of which\nare hereby acknowledged, the parties agree as follows:\n\n1. DEFINITIONS:\n\n      a. 'Affiliate' shall mean (i) in the case of CTHV, Sony Pictures \nEntertainment Inc. ('SPE') and all entities controlled by SPE; and (ii) in \nthe case of Blockbuster or Blockbuster Entertainment Inc., all companies \nwhich are controlled by Blockbuster and\/or Blockbuster Entertainment Inc. or \nwhich have a common direct or indirect parent.\n\n      b. Bad Debt shall mean *\n\n      c. 'Blockbuster Headquarters' shall mean the corporate office of\nBlockbuster located at 1201 Elm Street, Dallas, Texas 75270.\n\n      d. 'Copy(ies)' shall mean VHS videocassettes of the Rental Pictures and \n* obtained by Blockbuster from CTHV for Home Video Distribution. Other \nformats, including, without limitation, laserdisc and DVD, are not included \nunder this Agreement.\n\n      e. * shall mean each and every feature motion picture for which CTHV owns \nor controls Home Video Distribution Rights in the Territory, provided such \npicture: (1) is at least seventy (70) minutes in length; (2) is within \nBlockbuster's guidelines of the MPAA rating systems (i.e., Blockbuster does \nnot make available for rental to its customers pictures which are not rated \nor which have a rating of NC17 or more restrictive); (3) is not a \ndocumentary, foreign language film (excepting those qualifying under \nsubparagraph g. of this Paragraph 1), sports event, concert film, stage play, \nvideo or theatrical re-release, or library\/category film; *\n\n      f. 'Distribution Center' shall mean Blockbuster's distribution center that\nis currently in McKinney, Texas. Blockbuster may add an additional two (2)\ndelivery points at its option.\n\n      g. * shall mean each and every * feature motion picture which is * for \nwhich CTHV owns or controls Home Video Distribution Rights in the Territory, \nprovided such picture: (1) is at least seventy (70) minutes in length; (2) is \nwithin Blockbuster's guidelines of the MPAA rating system (i.e., Blockbuster \ndoes not make available for rental to its customers pictures which are not \nrated or which have a rating of NC17 or more restrictive); (3) is not a \ndocumentary, sports event, concert film, stage play, video or theatrical \nre-release, or library\/category film; *\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       3\n\n\nVideo Distribution Rights in the Territory that fails to satisfy the\nrequirements set forth in this subparagraph shall not be subject to this\nAgreement.\n\n      h. 'Franchise Stores' shall mean Blockbuster franchise stores that are\noperated pursuant to binding franchise agreements. If designated by Blockbuster\nas ordering Copies through Blockbuster, such Franchise Store shall become a\nParticipating Store.\n\n      i. 'Gross Box Office' or 'GBO' shall mean the box office gross \nreceipts, as reported by VARIETY, earned by a Rental Picture or * in the United \nStates and Canada measured from the Rental Picture or * initial theatrical \nrelease in the Territory through the date ordered by Blockbuster.\n\n      j. 'Home Video Distribution' or 'Home Video Distribution Rights' shall\nmean the right to manufacture, record, sell and\/or otherwise distribute a motion\npicture on videocassette.\n\n      k. The 'Matrix' shall mean Exhibit A, attached hereto and made a part \nhereof, which sets forth the obligations for Rental Pictures, *. The Matrix \nis based on the following assumptions: *\n\n      l. 'Missing Copies' shall mean those Copies of a particular Rental Picture\nthat are unaccounted for due to theft or loss occurring outside of the ordinary\ncourse of business. Blockbuster, in its good faith discretion, will determine if\na Copy is lost or stolen.\n\n      m. 'Month' or 'Monthly' shall mean Blockbuster's accounting cycle that is\nbased upon a four week, four week, five week rotation as set forth in Exhibit B,\nattached hereto and made part hereof.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       4\n\n\n      n. 'Participating Store' shall mean (i) any Video Store in the United\nStates, which at the relevant time during the Term of this Agreement, is wholly\nowned and\/or operated by Blockbuster and\/or its Affiliates under the Blockbuster\ntrademarks; (ii) if designated by Blockbuster as ordering Copies through\nBlockbuster, any Video Store in the United States, which at the relevant time\nduring the Term of this Agreement, is wholly owned and\/or operated by\nBlockbuster and\/or its Affiliates not under the Blockbuster trademarks which\nelect to participate pursuant to the terms and conditions hereof; and (iii)\nFranchise Stores which elect to participate pursuant to the terms and conditions\nhereof. For Copy quantity allocation purposes, Kiosks and Video Vending Machines\n(the 'Special Formats') shall not be included in the definition of\n'Participating Stores.'\n\n      o. 'Promotional Credits' shall mean *\n\n      p. 'Rental Picture' shall mean each and every feature motion picture \nfor which CTHV owns or controls Home Video Distribution Rights in the \nTerritory, provided such picture: (1) is at least seventy (70) minutes in \nlength; (2) is within Blockbuster's guidelines of the MPAA rating system \n(i.e., Blockbuster does not make available for rental to its customers \npictures which are not rated or which have a rating of NC17 or more \nrestrictive); (3) is not a documentary, foreign language film (excepting \nthose qualifying under subparagraph g. of this Paragraph 1), sports event, \nconcert film, stage play, video or theatrical re-release, or library\/category \nfilm; and (4) is one theatrically distributed, which when initially released \non videocassette is priced and distributed by CTHV at a 'rental price' and no \nless than a 'net effective unit price' of at least *, as such terms are \ngenerally understood in the home video industry in Los Angeles, California. \n'Net effective unit price' shall mean the price invoiced and accrued (before \nadjustment for any marketing support funds) for each Copy of a specific \nRental Picture by the videocassette distributor, supplies and\/or \nretail\/rental outlet which purchases videocassettes directly from CTHV other \nthan through leasing and\/or 'buy back' programs. *. Every other feature \nmotion picture for which CTHV owns or controls Home Video Distribution Rights \nin the Territory that is priced and distributed by CTHV that fails to satisfy \nthe requirements set forth in this subparagraph shall not be subject to this \nAgreement.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       5\n\n\n      q. 'Rental Revenue' shall mean *\n\n      r. 'Revenue Sharing Period' shall mean the period commencing on the Video\nStreet Date of the relevant Rental Picture and running through the end of\ntwenty-six (26) weeks immediately thereafter.\n\n      s. 'Video Store' shall mean a retail outlet that has at least one thousand\nfive hundred (1,500) square feet and that is primarily engaged in the rental of\nvideocassettes to the public for home viewing entertainment purposes.\n\n      t. 'Video Street Date' shall mean, with respect to any Rental Picture, the\nfirst date on which, in the Territory, both: (i) such Rental Picture is\nauthorized by CTHV for Home Video Distribution, and (ii) Copies of such Rental\nPicture are actually available to the general public at Participating Stores.\n\n2. AGREEMENT TERM:\n\n      The term of this Agreement shall be for four (4) years (the 'Term'), \ncommencing as of September 1, 1998.\n\n3. TERRITORY:\n\n      The territory for purposes of this Agreement with respect to each \nRental Picture shall be the United States, its territories and possessions, \nif any to the extent CTHV owns or controls such rights to territories and \npossessions of the United States (the 'Territory'). Blockbuster and CTHV \nagree to discuss the inclusion of Canada, its provinces, territories and \npossessions in the Territory in accordance with the terms and conditions of \nthis Agreement or comparable terms mutually agreed upon by the parties; \nprovided however, that neither party shall have any obligation to agree to \nsuch inclusion.\n\n----------\n*     'Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment'.\n\n\n                                       6\n\n\n4. BLOCKBUSTER COMMITMENTS:\n\n      Beginning as of the date of this Agreement for Participating Stores,\nBlockbuster agrees as follows:\n\n      a. The following terms shall apply to Rental Pictures:\n\n            (1) Rental Pictures * . For each and every Rental Picture * \n                Blockbuster agrees to obtain from CTHV, and CTHV agrees to \n                provide to Blockbuster, a specified number of Copies of each \n                Rental Picture as mutually determined by Blockbuster and \n                CTHV, provided however, that if the parties cannot agree on \n                a quantity of Copies, Blockbuster agrees to obtain from CTHV, \n                and CTHV agrees to provide to Blockbuster, the number of \n                Revenue Share Copies of each Rental Picture as set forth in \n                the Matrix, EXHIBIT A.\n\n            (2) *\n\n            (3) *\n\n            Blockbuster may retain up to * of the Revenue Share Copies of each\n            Rental Picture (including * ) at its Distribution Center\n            for replenishment, new Participating Stores and unexpected spikes in\n            product performance (the 'Replenishment Copies').\n\n            (4) Upfront Price: The price of each Revenue Share Copy shall be \n                an amount (the 'Upfront Price') equal to * per Revenue Share \n                Copy per Rental Picture. * . See Exhibit D attached hereto \n                and made a part hereof, for illustration purposes only.\n\n            (5) *\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       7\n\n\n            (6) * See Exhibit E, attached hereto and made a part hereof, for \n                illustration purposes only.\n\n            (7) *\n\n            (8) CTHV's Share of Rental Revenue: * the share of Rental \n                Revenue paid by Blockbuster to CTHV shall be:\n\n                  (a) During the first * of the Revenue Sharing Period, * of \n                      the Rental Revenue *\n\n                  (b) During the * of the Revenue Sharing Period, *\n\n                  (c) Two Dollars (US $2.00) of the Upfront Price shall be \n                deducted from CTHV's share of Rental Revenue for each Copy.\n\n            (9) Payment. Blockbuster shall pay: (i) the Upfront Price within \n                * calendar days following the end of the calendar month in \n                which the Copies are * ; (ii) CTHV's share of the Rental \n                Revenue * calendar days following the end of the relevant \n                Month, or portion thereof, in which revenue is received \n                during the Term; *\n\n      b. Participating Franchisees: Blockbuster may distribute Copies of the\n      Rental Pictures received under this Agreement to its Franchise Stores\n      which have elected to be governed by the terms and conditions of this\n      Agreement for all Rental Pictures whose\n\n----------\n*     'Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment'.\n\n\n                                       8\n\n\n      Video Street Dates fall within a consecutive period of no less than six \n      (6) months, provided however, that if a Franchise Store elects to \n      discontinue participation hereunder, any Rental Pictures for which \n      orders have been placed or in its possession shall continue to be \n      subject to the terms of this Agreement for the applicable Revenue \n      Sharing Period until such Copies are returned to CTHV or sold by \n      Blockbuster (in accordance with Paragraph 4.c below) and all parties \n      shall remain obligated to perform their respective obligations with \n      respect thereto under this Agreement. Terms for implementation of this \n      Agreement at the franchise level and franchise payments thereunder will \n      be controlled and administered by Blockbuster. For purposes of this \n      Agreement and to the extent a Franchise Store elects to participate \n      under this Agreement, such Franchise Store shall be considered a \n      Participating Store. For the purposes of payment only and in the event \n      that a Franchise Store which has elected to participate hereunder is \n      unable to pay when due any amounts due and owing to CTHV, Blockbuster \n      shall pay CTHV any undisputed amount pursuant to Paragraph 4.a(9) of \n      this Agreement.\n\n      c. Sell-Off: Blockbuster agrees not to sell off any Copies of a Rental \n      Picture during the first * days of the applicable Revenue Sharing \n      Period. * , Blockbuster may sell up to * . At the expiration of the \n      relevant Revenue Sharing Period, Blockbuster may sell * Blockbuster \n      agrees not to sell and to use reasonable commercial business efforts to \n      prevent its Participating Stores from selling Copies other than \n      directly to consumers or Franchise Stores for home video use (i.e., no \n      bulk sales or sales to wholesalers or distributors). Notwithstanding \n      the preceding sentence, Blockbuster may sell 'distressed' (i.e., \n      broken-not capable of viewing) Copies of the Rental Pictures to \n      wholesalers and jobbers. Sell-off revenue is not included in Rental \n      Revenue.\n\n      d. Packing and Shipping: Blockbuster will be responsible for making the\n      Copies ready for consumer rental and for shipping the Copies for its\n      Distribution Center to its Participating Stores.\n\n      e. Missing Copies: During the first sixty (60) days of the applicable \n      Revenue Sharing Period, Blockbuster agrees to pay to CTHV * less the \n      Upfront Price and revenue share amounts already paid to CTHV for any \n      Missing Copy. Blockbuster shall notify CTHV of any theft or loss of any \n      Copy that occurs outside of the ordinary course of business at the time \n      Blockbuster discovers the same.\n\n      f. Damaged\/Defective: 'Damaged Copies' shall mean those videocassettes\n      which become materially damaged by Participating Store personnel,\n      customers, or otherwise, during the Revenue Sharing Period. 'Defective\n      Copies' shall mean those Copies that are\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       9\n\n\n      mechanically defective, mispackaged or contain 'extraneous material' \n      (as defined in Paragraph 9(i) below). CTHV shall deliver to \n      Blockbuster, at no cost, additional Copies of each Rental Picture in \n      the amount of * of the Base Buy Copies as set forth on Exhibit A for \n      Blockbuster to retain at its Distribution Center and to use solely, in \n      its discretion, as replacement of Defective Copies and Damaged Copies; \n      provided however, that if any of these Copies are placed in the \n      Participating Stores, CTHV shall receive its share of the Rental \n      Revenue for the Copy used to replace the Damaged or Defective Copy \n      since no Rental Revenue will thereafter be generated from the Damaged \n      or Defective Copy.\n\n      g. *\n\n5. CTHV COMMITMENTS:\n\n      a. Grant: CTHV grants Blockbuster the right, and Blockbuster hereby \n      obligates itself, to distribute the Revenue Share Copies of the Rental \n      Pictures (excluding Replenishment Copies) for placement on the shelves \n      of its Participating Stores during the applicable Revenue Sharing \n      Period, for the transfer of possession on a temporary or permanent \n      basis consistent with this Agreement to members of the general public \n      for home viewing purposes. CTHV is obligated to ship the Copies to \n      Blockbuster pursuant to the terms and conditions of this Agreement.\n\n      b. Marketing-Support: In lieu of specific marketing support programs \n      and as payment for services and in consideration for the various other \n      services and activities which Blockbuster has agreed to perform \n      hereunder, CTHV agrees that Blockbuster shall accrue on a Qualified \n      Rental Picture basis marketing support funds (the 'Marketing Support \n      Funds') in a minimum amount of * of the Minimum Guarantee for each \n      Qualified Rental Price. Blockbuster shall use the Marketing Support \n      Funds to advertise the Rental Pictures in its discretion and CTHV and \n      shall reimburse Blockbuster for the Marketing Support Funds when used.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       10\n\n\n      c. Shipping: CTHV will deliver the Copies to the Distribution Center at \n      least three (3) weeks prior to Video Street Date per Rental Picture.\n\n6. AUDIT:\n\n      During the Term and continuing until the date twelve (12) months \nfollowing the date of expiration or earlier termination of this Agreement, \nBlockbuster agrees that CTHV, with not less than three (3) business days \nadvance notice, any conduct, during normal business hours, Monday through \nWednesday: (i) one (1) audit per year of Blockbuster's business operation and \nrecords at the Blockbuster Headquarters; and (ii) a total of ten (10) audits \nper year of the business records at a Participating Store (i.e., ten (10) \ntotal audits and not ten (10) audits per Participating Store), solely \npertaining to the Copies licensed by Blockbuster pursuant to this Agreement. \nAny additional audit request of information not provided for above including, \nwithout limitation, any audit of Bad Debt, Promotional or Operational Credits \nshall be performed by Blockbuster's certified public accountant on an annual \nbasis and provided to CTHV within fifteen (15) days of their request. Any \naudits conducted pursuant to this section shall relate to Blockbuster's \ncompliance with the terms of this Agreement and shall not unreasonably \ninterfere with Blockbuster' daily business operations. CTHV agrees that the \ndata and other information collected by CTHV may be used by CTHV only in \nconnection with such audits and to fulfill CTHV's commitments under this \nAgreement and to enable CTHV to enforce its rights hereunder. Blockbuster \nagrees to reimburse CTHV for actual costs incurred if any audit results in \ndeviation in excess of ten percent (10%) or more between the percentage of \nRental Revenue paid to CTHV by Blockbuster and the percentage of Rental \nRevenue due to CTHV by Blockbuster.\n\n7. CTHV's REPRESENTATIONS AND WARRANTIES:\n\nCTHV represents and warrants that:\n\na. It is a corporation organized and existing under the laws of the State of \nDelaware, with its principal place of business in the State of California.\n\nb. The undersigned has the full right, power and authority to sign this\nAgreement on behalf of CTHV.\n\nc. The execution, delivery and performance of this Agreement does not and \nwill not violate any provisions of CTHV's articles or certificates of \nincorporation and bylaws, or any contract or other agreement to which CTHV is \na party.\n\n\n                                       11\n\n\nd. There is no broker, finder or intermediary involved in connection with the\nnegotiations and discussions incident to the execution of this Agreement, and no\nbroker, finder, agent or intermediary who might be entitled to a fee,\ncommissions or any other payment upon the consummation of the transactions\ncontemplated by this Agreement.\n\ne. This Agreement has been duly executed and delivered and constitutes the \nlegal, valid and binding obligation of CTHV enforceable in accordance with \nits terms, except as enforceability may be limited by bankruptcy, insolvency, \nreorganization, moratorium or other similar laws now or hereinafter in \neffect, affecting the enforcement of creditors' rights in general and by \ngeneral principles of equity, regardless of whether such enforceability is \nconsidered in a proceeding in equity or at law.\n\nf. Copies shall be new and unused and comparable in quality to other\nvideocassette units being sold by CTHV in rental distribution channels.\n\n8. BLOCKBUSTER'S REPRESENTATIONS AND WARRANTIES:\n\nBlockbuster represents and warrants that:\n\na. It is a corporation organized and existing under the laws of the State of\nDelaware, with its principal place of business in the State of Texas.\n\nb. The undersigned has the full right, power and authority to sign this\nAgreement on behalf of Blockbuster.\n\nc. The execution, delivery and performance of this Agreement does not and will\nnot, violate any provisions of Blockbuster's articles or certificates of\nincorporation and bylaws, or any contract or other agreement to which\nBlockbuster is party.\n\nd. There is no broker, finder or intermediary involved in connection with the\nnegotiations and discussions incident to the execution of this Agreement, and no\nbroker, finder, agent or intermediary who might be entitled to a fee,\ncommissions or any other payment upon the consummation of the transactions\ncontemplated by this Agreement.\n\ne. This Agreement has been duly executed and delivered and constitutes the\nlegal, valid and binding obligation of Blockbuster enforceable in accordance\nwith its terms, except as enforceability may be limited by bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws now or hereinafter\nin effect, affecting the enforcement of creditors' rights in general\n\n\n                                       12\n\n\nand by general principles of equity, regardless of whether such enforceability\nis considered in a proceeding in equity or at law.\n\n9. INDEMNIFICATION:\n\n      (i) CTHV agrees to, at all times, defend, indemnify and hold \n      Blockbuster, its parent company, their affiliates, subsidiaries, \n      franchisees and the officers, directors, agents and employees of each, \n      harmless from and against any and all claims, suits, damages, losses, \n      liabilities, obligations, fines, penalties, costs and expenses (whether \n      based on libel, slander, invasion of privacy, breach of contract, \n      product liability, patent, trademark, license or copyright infringement \n      or otherwise), including legal fees and expenses, of whatever kind or \n      nature (collectively, 'Loss'), arising out of or based on (a) a breach \n      or violation of this Agreement by CTHV or any failure by CTHV to \n      perform any of the agreements, terms, covenants, conditions, \n      representations or warranties of this Agreement to be performed by \n      CTHV; (b) any third party claim that any Rental Picture infringes the \n      copyright, trademark, contractual rights, right of publicity, right of \n      privacy, or otherwise defames such third party; or (c) any third party \n      claim regarding any extraneous material contained on any Copy of a \n      Rental Picture provided to Blockbuster pursuant to this Agreement. Such \n      extraneous material may include, without limitation, pornographic, \n      obscene material or scenes of an inappropriate nature placed on such \n      Copies, provided however, that such extraneous material shall not \n      include the actual feature motion picture content or trailers so long \n      as such content is not altered in any way and is in compliance with the \n      MPAA rating and the definition of Rental Pictures, * and * contained in \n      this Agreement.\n\n      (ii) Blockbuster agrees to, at all times, defend, indemnify and hold \n      CTHV, its parent company, their affiliates, subsidiaries, and the \n      officers, directors, agents and employees of each, harmless from and \n      against any Loss arising out of or based on a breach or violation of \n      this Agreement by Blockbuster or any failure by Blockbuster to perform \n      any of the agreements, terms, covenants, conditions, representations or \n      warranties of this Agreement to be performed by Blockbuster.\n\n      (iii) The Indemnified Party shall give written notice to the Indemnifying\n      Party and the Indemnifying Party will promptly assume and diligently\n      conduct the entire defense of any third party suit or action, or the\n      making of any third party claim as to which indemnity may be sought\n      hereunder, including settlements and appeals, at the Indemnifying Party's\n      sole cost and expense, and the Indemnifying Party shall pay and discharge\n      any and all settlement amounts, judgments or decrees which may be\n      rendered.\n\n----------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment.\n\n\n                                       13\n\n\n      (iv) The Indemnifying Party shall not, except with the consent of the\n      Indemnified Party, consent to entry of any judgment or administrative\n      order or enter into any settlement that (i) could affect the intellectual\n      property rights or other business interest of the Indemnified Party; or\n      (ii) does not include as an unconditional term thereof the giving by the\n      claimant or plaintiff to the Indemnified Party of a release from all\n      liability with respect to such claim or litigation.\n\n      (v) In the event that the Indemnifying Party does not accept the defense\n      of any matter as above provided, the Indemnified Party shall have the full\n      right to defend against any such claim or demand, and shall be entitled to\n      settle or agree to pay in full such claim or demand, in its sole\n      discretion without releasing any obligation or liability of the\n      Indemnifying Party.\n\n10. TERMINATION:\n\n      A non-defaulting party may terminate this Agreement if a Default, as \ndefined below, by the other party has occurred and is continuing by giving \nwritten notice to the defaulting party. The term 'Default' shall mean any of \nthe following: (a) failure by a party to comply with or perform any provision \nor condition of this Agreement that results in a material breach of this \nAgreement and, if such material breach can be cured, continuance of such \nfailure for thirty (30) days after written notice to such party (if cure is \nnot practicable, the thirty (30) day notice period is not required); (b) a \nparty becomes insolvent, is unable to pay its debts as they mature or is the \nsubject of a petition in bankruptcy, whether voluntary or involuntary, or of \nany other proceeding under bankruptcy, insolvency or similar laws; or makes \nan assignment for the benefit of creditors; or is named in, or its property \nis subject to a suit for appointment of a received; or is dissolved or \nliquidated; or (c) any material warranty or representation made in this \nAgreement is breached, false or misleading in any material respect. In the \nevent of such termination, the non-defaulting party shall be entitled to \npursue any and all remedies provided in law and in equity and recover any \ndamages it may have suffered by reason of such Default. The parties \nacknowledge that no specification of a particular legal or equitable remedy \nby a non-defaulting party shall be construed as a waiver, prohibition or \nlimitation of any legal or equitable remedies in the event of a breach of \nthis Agreement. Upon Default, any Copies in Blockbuster's possession at time \nof termination shall continue to be subject to the terms of this Agreement \nuntil such Copies are returned to CTHV or sold by Blockbuster and both \nparties shall remain obligated to perform their respective obligations with \nrespect thereto under this Agreement.\n\n\n                                       14\n\n\n11. REMEDIES:\n\n      a. No remedy conferred by any of the specific provisions of this Agreement\nis intended to be exclusive of any other remedy which is otherwise available at\nlaw, in equity, by statute or otherwise, and except as otherwise expressly\nprovided for herein, each and every other remedy shall be cumulative and shall\nbe in addition to every other remedy given hereunder or now or hereafter\nexisting at law, in equity, by statute or otherwise and no provision hereof\nshall be construed so as to limit any party's available remedies in the event of\na breach by the other party hereto. The election of any one or more of such\nremedies by any of the parties hereto shall not constitute a waiver by such\nparty of the right to pursue any other available remedies. \n\n      b. Except as provided herein, no civil action with respect to any dispute,\nclaim or controversy arising out of or relating to this Agreement may be\ncommenced until:\n\n            (i) The parties attempt in good faith to resolve through negotiation\n      any dispute, claim or controversy arising out of or relating to this\n      Agreement. Either party may initiate negotiations by providing written\n      notice in letter form to the other party, setting forth the subject of the\n      dispute and the relief requested. The recipient of such notice will\n      respond in writing within (5) business days with a statement of its\n      position on and recommended solution to the dispute. If the dispute is not\n      resolved by this exchange or correspondence, then representatives of each\n      party with full settlement authority will meet at a mutually agreeable\n      time and place within ten (10) business days of the date of the initial\n      notice in order to exchange relevant information and perspectives, and to\n      attempt to resolve the dispute. If the dispute is not resolved by these\n      negotiations, the matter will be submitted to J. A. M. S\/ENDISPUTE, or its\n      successor, for non-binding arbitration; and\n\n            (ii) If the parties are unable to resolve the dispute, claim or\n      controversy arising out of or relating to this Agreement pursuant to the\n      above subparagraph b.(i), such dispute, claim or controversy shall be\n      submitted to non-final and non-binding arbitration before J. A. M.\n      S\/ENDISPUTE, or its successor, pursuant to the United States Arbitration\n      Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration\n      process called for in this Agreement by filing a written demand for\n      arbitration with J. A. M. S\/ENDISPUTE, with a copy to the other party. The\n      arbitration will be conducted in accordance with the provisions of J. A.\n      M. S\/ENDISPUTE'S Streamlined Arbitration Rules and Procedures in effect at\n      the time of filing of the demand for arbitration. The parties will\n      cooperate with J. A. M. S\/ENDISPUTE and with one another in selecting an\n      arbitrator from J. A. M. S\/ENDISPUTE'S panel of neutrals, and in\n      scheduling the arbitration proceedings. The parties covenant that they\n      will participate in the arbitration in good faith, and that they will\n      share equally in its costs. The provisions of this Paragraph may be\n      enforced by any court of competent jurisdiction, and the party seeking\n      enforcement shall be entitled to an award of all costs, fees and expenses,\n      including attorneys fees, to be paid by the party against whom enforcement\n      is ordered.\n\n\n                                       15\n\n\n            (iii) Notwithstanding the provisions of subparagraphs (i) and (ii)\n      above, a party seeking preliminary or temporary injunctive relief may, in\n      connection therewith, proceed before a court of competent jurisdiction (as\n      provided in Paragraph 12.14 below) for such purpose without regard to the\n      provisions of subparagraphs (i) and (ii) above.\n\n12. MISCELLANEOUS:\n\n      12.1 FORCE MAJEURE: Neither party shall be considered in default of this\nAgreement or be liable for damages, for any failure of performance hereunder\noccasioned by an act of God, force of nature, war or warlike activity,\ninsurrection or civil commotion, labor dispute, transportation delay,\ngovernmental regulatory action whether or not with proper authority or other\ncause similar or dissimilar to the foregoing and beyond its reasonable control,\nprovided the party so affected gives prompt notice to the other. In the event of\na suspension of any obligation by reason of this section which extends beyond\nten (10) days, the party not affected may, at its option, elect to cancel those\naspects of this Agreement which are reasonably feasible to terminate, provided\nhowever, that this Paragraph shall only excuse performance by the parties of the\nstated obligations on the affected Rental Picture and shall not be a basis to\nterminate the overall Agreement unless such suspension or nonperformance relates\nto multiple Rental Pictures to the extent that such suspension or nonperformance\nrenders this Agreement impracticable for the party not affected. Such\ncancellation shall be effective thirty (30) days after written notice of such\ncancellation has been given to the other party.\n\n      12.2 NOTICE: Any notice or other communication required or permitted\nhereunder shall be in writing and shall be deemed given and received on the date\nof delivery or on the third (3rd) business day following the day of mailing of\nthe same, or on the day of transmission by telecopier or other form of recorded\ncommunication service of the same, as the case may be to the party to be\nnotified at the addresses set forth below:\n\nIf to Blockbuster:      Blockbuster Videos, Inc.\n                        1201 Elm Street, 21st Floor\n                        Dallas, Texas  75270\n                        Attn:  General Counsel\n\nIf to CTHV:             Columbia TriStar Home Video\n                        10202 West Washington Boulevard\n                        Culver City, California 90232-3195\n                        Attn: Robin Russell, Executive Vice President\n\n\n                                       16\n\n\nor such other address as may be designated by either party by written notice to\nthe other as hereinabove provided.\n\n      12.3 ENTIRE AGREEMENT: This Agreement, together with all Exhibits attached\nhereto, represents the entire agreement and understanding between the parties\nwith respect to the subject matter of this Agreement, and supersedes any other\nagreement or understanding, written or oral, that the parties hereto may have\nhad with respect thereto. No statement or inducement with respect to the subject\nmatter by either party or by any agent or representative of either party which\nis not contained in this Agreement shall be valid or binding between the\nparties.\n\n      12.4 RELATIONSHIP OF PARTIES: The parties are independent contractors, and\nnothing in this Agreement shall be deemed or construed to create, or have been\nintended to create a partnership, joint venture, employment or agency\nrelationship between the parties. Each party agrees that it neither has nor will\ngive the appearance or impression of possessing the legal authority to bind or\nto commit any other party in any way except as provided in this Agreement.\n\n      12.5 EFFECT OF HEADINGS: The headings and subheadings of the sections of\nthis Agreement are inserted for convenience of reference only and shall not\ncontrol or affect the meaning or construction or any of the agreements, terms,\ncovenants and conditions of this Agreement in any manner.\n\n      12.6 CONSTRUCTION: This Agreement has been fully reviewed and negotiated\nby the parties and their respective legal counsel. Accordingly, in interpreting\nthis Agreement, no weight shall be placed upon which party or its counsel\ndrafted the provision being interpreted.\n\n      12.7 AMENDMENTS: No provision of this Agreement may be modified, waived or\namended except by a written instrument duly executed by each of the parties. Any\nsuch modifications, waivers or amendments shall not require additional\nconsideration to be effective.\n\n      12.8 COUNTERPARTS: This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original but all of which\ntogether shall constitute one and the same instrument.\n\n      12.9 IMPLIED WAIVER: Any failure on the part of either party to insist\nupon the performance of this Agreement or any part of this Agreement, shall not\nconstitute a waiver of any right under this Agreement.\n\n\n                                       17\n\n\n      12.10 ASSIGNMENT:\n\n      a. By CTHV: CTHV may not assign its rights or delegate its obligations \nunder this Agreement without Blockbuster's prior written consent, subject to \nthe following (each, a 'Permitted Transfer'): (i) CTHV may assign its rights \nor delegate its obligations to (1) an Affiliate or (2) an entity acquiring \nall or substantially all of the U.S. videocassette distribution business of \nCTHV, provided that such entity obtains or retains substantially the same \naccess to the 'SPE' trade names\/trademarks and the Home Video Distribution \nRights to Columbia Pictures' 'new' (i.e., yet to-be-released) theatrical \nreleases as CTHV enjoyed immediately prior to the applicable transfer; and \n(ii) shall have the right to assign its right to receive payments hereunder. \nA 'change-of-control' of CTHV, by direct transfer or by operation of law, \nshall be considered to result in an assignment of CTHV's rights and a \ndelegation of CTHV's obligations under this Agreement; provided, that such \n'change-of-control' shall be considered a Permitted Transfer if, following \nsuch 'change-of-control,' CTHV (or any successor entity) obtains or retains \nsubstantially the same access to the 'SPE' trade names\/trademarks and Home \nVideo Distribution Rights to Columbia Pictures' 'new' theatrical releases as \nCTHV enjoyed at the time of entering into this Agreement. In connection with \nany Permitted Transfer, the permitted transferee shall assume CTHV's \nobligations hereunder. Any attempted assignment or other transfer by CTHV, \nother than a Permitted Transfer, without Blockbuster's prior written consent \nshall be null and void.\n\n      b. By Blockbuster: Blockbuster may not assign its rights and delegate \nits obligations under this Agreement without CTHV's prior written consent, \nsubject to the following (each a 'Permitted Transfer'): (i) Blockbuster may \nassign its rights or delegate its obligations to (1) an Affiliate or (2) any \nfinancially responsible party, other than a Competing Major Studio (as \ndefined below), capable of performing all of Blockbuster's obligations under \nthis Agreement, provided that such assignment is coextensive with an \nassignment to such financially responsible party of the video rental business \nof Blockbuster and the 'Blockbuster' trade names\/trademarks. For the purposes \nof the foregoing, the following entities shall be deemed to be financially \nresponsible parties: (a) a publicly traded entity into which or through which \nthe video rental business of Blockbuster and the 'Blockbuster' trade \nnames\/trademarks are 'spun-off' and either directly or indirectly owned and \n(b) any other assignee that has a Standard &amp; Poor's or Moody's rating which \nis not less than one rating level below that assigned to Blockbuster \nimmediately prior to any such assignment. A 'change-of-control' of \nBlockbuster, by direct transfer or by operation of law, shall be considered \nto result in an assignment of Blockbuster's rights and a delegation of \nBlockbuster's obligations under this Agreement; provided, that such \n'change-of-control,' other than one involving a 'Competing Major Studio,' \nshall be considered a Permitted Transfer if, following such \n'change-of-control,' Blockbuster (or any successor entity): (x) directly or \nindirectly obtains or retains the video rental business of Blockbuster; (y) \nretains the rights to use the 'Blockbuster' trade names\/trademarks; and (z) \nis financially responsible and is capable of performing all of\n\n\n                                       18\n\n\nBlockbuster's obligations under this Agreement (with any entity that \nsatisfies clauses (a) or (b) above being deemed to be financially \nresponsible). In connection with any Permitted Transfer, the permitted \ntransferee shall assume Blockbuster's obligations hereunder; provided that no \nsuch assignment or other transfer by Blockbuster, other than a Permitted \nTransfer, without CTHV's (prior written consent shall be null and void. As \nused herein, a 'Competing Major Studio' shall mean Universal Studios, Inc., \nWarner Bros., a division of Time Warner Entertainment Company, L.P., MGM, \nTwentieth Century Fox Film Corporation, or the Walt Disney Company, or any \ndivision or any of the foregoing, or any entity which controls, is controlled \nby, or is under common control with any of the foregoing.\n\n      c. 'Change of Control':\n\n            (i) A 'change-of-control' of Blockbuster shall be deemed to have\n      occurred, if, following the applicable transaction: (A) a person, entity\n      or group of persons or entities, within the meaning of section 13(d) or\n      14(d) of the Securities Exchange Act of 1934, or any comparable successor\n      provisions, other than Viacom, Inc. ('Viacom'), shall, directly or\n      indirectly, own fifty percent (50%) or more of the equity interests in\n      Blockbuster; or (B) Viacom shall cease to own, indirectly or indirectly,\n      at least fifty-one percent (51%) of the equity interests in Blockbuster.\n\n            (ii) A 'change-of-control' of CTHV shall be deemed to have \n      occurred if, following the applicable transaction: (A) a person, entity \n      or group of persons or entities, within the meaning of section 13(d) or \n      14(d) of the Securities Exchange Act of 1934, or any comparable \n      successor provisions, other than Sony Corp. ('Sony') or SPE, shall, \n      directly or indirectly, own fifty percent (50%) or more of the equity \n      interests in CTHV, or (B) Sony and SPE shall each cease to own, \n      directly or indirectly, at least fifty-one percent (51%) of the equity \n      interests in CTHV.\n\n      12.11 SURVIVAL: All representations, warranties and indemnities made\nherein shall survive the termination of this Agreement and shall remain in full\nforce and effect. All of a party's rights and privileges, to the extent they are\nfairly attributable to events or conditions occurring or existing on or prior to\nthe termination of this Agreement, shall survive termination and shall be\nenforceable by such party and its successors and assigns.\n\n      12.12 CONFIDENTIALITY: Except as otherwise required by applicable federal\nand state securities laws, each party shall keep the information regarding the\ndetails of this Agreement confidential and restrict dissemination to each of its\nown personnel and to third parties to only a 'need to know' basis, using the\nstandard of care which each uses to protect its own information from disclosure\nduring the Term of this Agreement and thereafter. The party disclosing\nconfidential information to its own personnel and third parties shall require\nthat these persons be bound by the confidentiality obligations set forth in this\nAgreement. In addition to the\n\n\n                                       19\n\n\nforegoing, CTHV must keep all information provided by Blockbuster in \naccordance with this Agreement confidential and any unauthorized disclosure \nshall be considered a material breach of this Agreement. Any press release \nissued by CTHV must be approved by Blockbuster prior to its release.\n\n      12.13 GOVERNING LAW: The substantive laws (as distinguished from the \nchoice of law rules) of the state of New York and the United States of \nAmerica applicable to contracts shall govern (i) the validity and \ninterpretation of this Agreement, (ii) the performance by the parties of \ntheir respective obligations hereunder, and (iii) all other causes of action \n(whether sounding in contract or in tort) arising out of or relating to this \nAgreement or the termination of this Agreement. Only the New York courts \n(state and federal) will have jurisdiction over any controversies regarding \nthis Agreement; any action or other proceeding which involves such a \ncontroversy will be brought in these courts and not elsewhere.\n\n      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed\nby their duly authorized representatives as of the day and year first above\nwritten.\n\nCOLUMBIA TRISTAR HOME VIDEO              BLOCKBUSTER VIDEOS, INC.\n\n\nName: Benjamin S. Feingold               Name: Edward B. Stead\n     --------------------------------    --------------------------------------\n\nSignature: \/s\/ Benjamin S. Feingold      Signature: \/s\/ Edward B. Stead\n                                         --------------------------------------\n\nTitle: President                         Title: EVP\n                                         --------------------------------------\n\n\n\n                                    Exhibit A\n\n                                     Matrix\n                                 (See Attached)\n\n                        BLOCKBUSTER PER STORE UNIT MATRIX\n\n                                        *\n\n---------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment. Two pages have been\n      omitted from Exhibit A.\n\n\n\n\n                                    Exhibit B\n                               Accounting Calendar\n                                  (See Attached)\n\n\n\n\n\n1998 Accounting Calendar\n\nJan. 1-        U.S. Corporate Holiday\nJan. 2-        U.S. Corporate Holiday\nJan. 11-       Video Pay Period\nJan. 16-       A\/P Close Complete\nJan. 17-       GELCO Cut-Off\nJan. 25-       Last day of JDE accounting period, Video Pay Period\n\nFeb. 8-        Video Pay Period\nFeb. 13-       A\/P Close Complete\nFeb. 14-       GELCO Cut-Off\nFeb. 22-       Last day of JDE accounting period, Video Pay Period\n\nMarch 8-       Video Pay Period\nMarch 20-      A\/P Close Complete\nMarch 21-      GELCO Cut-Off\nMarch 22-      Video Pay Period\nMarch 29-      Last day of JDE accounting period\n\nApril 5-       Video Pay Period\nApril 17-      A\/P Close Complete\nApril 18-      GELCO Cut-Off\nApril 19-      Video Pay Period\nApril 26-      Last day of JDE accounting period\n\nMay 3-         Video Pay Period\nMay 15-        A\/P Close Complete\nMay 16-        GELCO Cut-Off\nMay 17-        Video Pay Period\nMay 24-        Last day of JDE accounting period\nMay 25-        U.S. Corporate Holiday\nMay 31-        Video Pay Period\n\nJune 14-       Video Pay Period\nJune 19-       A\/P Close Complete\nJune 20-       GELCO Cut-Off\nJune 28-       Last day of JDE accounting period, Video Pay Period\n\nJuly 3-        U.S. Corporate Holiday\nJuly 12-       Video Pay Period\nJuly 17-       A\/P Close Complete\n\n\n\n\n\n\nJuly 18-       GELCO Cut-Off\nJuly 26-       Last day of JDE accounting period, Video Pay Period\n\n\n\nAug. 9-        Video Pay Period\nAug. 15-       GELCO Cut-Off\nAug. 23-       Last day of JDE accounting period, Video Pay Period\n\nSept. 6 -      Video Pay Period\nSept. 7 -      U.S. Corporate Holiday\nSept. 18-      A\/P Close Complete\nSept. 19-      GELCO Cut-Off\nSept. 20-      Video Pay Period\nSept. 27-      Last day of JDE accounting period\n\n\nOct. 4-        Video Pay Period\nOct. 16-       A\/P Close Complete\nOct. 17-       GELCO Cut-Off\nOct. 18-       Video Pay Period\nOct. 25-       Last day of JDE accounting period\n\n\nNov. 1-        Video Pay Period\nNov. 14-       GELCO Cut-Off\nNov. 13-       A\/P Close Complete\nNov. 15-       Video Pay Period\nNov. 22-       Last day of JDE accounting period\nNov. 26-       U.S. Corporate Holiday\nNov. 27-       U.S. Corporate Holiday\nNov. 29-       Video Pay Period\n\nDec. 13 -      Video Pay Period\nDec. 18 -      U.S. Corporate Holiday, A\/P Close Complete\nDec. 19 -      GELCO Cut-Off\nDec. 27 -      Last day of JDE accounting period, Video Pay Period\n\n\n\n\n                                    Exhibit C\n\n                              Electronic Reporting\n                                 (See Attached)\n\n\n\n\n\n\n\nColumbia Tristar Home Video\nRevenue Sharing System\nSystem Interface Requirements - Blockbuster          Version 1.7-August 27, 1998\n--------------------------------------------------------------------------------\n\nGeneral Requirements for data transmission of transactions to CTHV\n\nFrequency:               Daily\n\nSource:                  From a central point in each Participating Store\n                         (not from each store in Participating Store)\n\nCTHV Preferred Method    EDI using X12 Transaction Set or proprietary format\nof Transport (not        (to be defined by CTHV) transferred through 3rd party \ncurrently available):    VAN (at CTHV's cost)\n\nFile Descriptions for data transmissions\n\nAll the following data is required from the Participating Stores. Some of the\ndata here (A8 and B2) may not be currently available. In the event the data\ndescribed here becomes available at Blockbuster headquarters, Blockbuster will\nuse reasonable commercial efforts to provide such data to CTHV.\n\nA.  Inventory Transactions file\n\nThis file will contain all transactions that deal with the actual movements of\nindividual copies. Any transaction with the transaction types stated below\nshould be captured in this file.\n\nThe file that CTHV needs to receive is to contain the following information:\n\nData Required                  Description\n-------------                  -----------\n\n\n1.  Bar Code                   This must uniquely identify the specific\n                               copy of a Revenue Sharing (RS) title\n\n2.  Transaction Date           Date when the transaction took place\n\n3.  Transaction Type           'R1' for Store Receipts from DC\n                               'R2' for Store Receipts from other stores\n                               'T1' for Store Transfers to DC\n                               'T2' for Store Transfers to other stores\n                               'DC' for Store Transfers out for Defective Copies\n                               'SH' for Shortages\n                               'SF' Shortage Found\n\n\n\n\n\n\nColumbia Tristar Home Video             2\nRevenue Sharing System\nSystem Interface Requirements - Blockbuster          Version 1.7-August 27, 1998\n--------------------------------------------------------------------------------\n\n\n4. Process Date                  Date when data was processed for transmission\n                                 to CTHV\n\n5.  UPC#                         UPC Code of the tape\n\n6.  Store #                      Store Number of store receiving tape\n\n7.  Former Store #               Store Number of store where tape was sent from\n                                 (for Store Transfers)\n\n8.  Former Bar Code              Bar Code as used in previous store (if bar code\n                                 was changed)\n\nB.  Revenue Sharing Transactions\n\nThis file will contain details of any transaction that has an impact on the\nRevenue Sharing computations. These transactions include:\n\nTransaction Type\n\n1.  Rental Out transactions.  These transactions are to be\n    generated whenever a customer rents out a RS title\n\n2.  Rental Return transactions. These transactions are to be \n    generated whenever a customer returns a RS title\n\n3.  Extended Viewing Fee (EVF) transactions. These transactions \n    are to be generated whenever an EVF is billed for a RS title\n\n4.  PVT Sales transactions. These transactions are to be \n    generated whenever PVT sale takes place for a RS title\n\n5.  Missing Copy transaction. These transactions are to be \n    generated whenever a missing copy is identified for a RS title \n    Note: This transaction is not required if the Missing Copy \n    fee can be derived from the Inventory Transactions.\n\nThe file that CTHV needs to receive is to contain the following information:\n\n\n\n\n\nColumbia Tristar Home Video             3\nRevenue Sharing System\nSystem Interface Requirements - Blockbuster          Version 1.7-August 27, 1998\n--------------------------------------------------------------------------------\n\n\nData Required                   Description\n-------------                   -----------\n\n1.  Bar Code                    This must uniquely identify the specific copy of\n                                a Revenue Sharing title\n\n2.  Transaction Date            Date when the transaction took place\n\n3.  Transaction Code            'RO' for Rental Out transactions,\n                                'RR' for Rental Return transactions, \n                                'EV' for Extended Viewing Fee transactions, \n                                'SA' for PVT Sales transactions and \n                                'MC' for Missing copy transactions.\n\n4.  Process Date                Date when data was processed for transmission to\n                                CTHV.\n\n5.  UPC#                        UPC Code\n\n6.  Store #                     Store number of Store where tape is currently\n                                located.\n\n7.  Revenue                     The actual revenue that the store charged for a\n                                Rental Out, EVF or PVT Sale transaction.\n\n8.  Days Rented                 The number of rental days allowed for a\n                                particular Rental Out transaction or the actual\n                                number of rental days for a Rental Return\n                                transaction.\n\n\n\n\n                                    Exhibit D\n\n                                        *\n\n---------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment. Two pages have been\n      omitted from Exhibit D.\n\n\n\n                                    Exhibit E\n\n                                        *\n\n---------\n*     Confidential material omitted and separately filed with the Commission\n      under an application for confidential treatment. Two pages have been\n      omitted from Exhibit E.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6911,8866],"corporate_contracts_industries":[9394,9469],"corporate_contracts_types":[9613,9619],"class_list":["post-42756","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-blockbuster-inc","corporate_contracts_companies-sony-corp","corporate_contracts_industries-consumer__audio","corporate_contracts_industries-media__rental","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42756","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42756"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42756"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42756"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42756"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}