Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Infogrames, Inc. 75 480K
2: EX-3.1 Amended and Restated Certificate of Incorporation 6 29K
3: EX-4.1 Specimen Form of Stock Certificate 2 13K
4: EX-4.5 Amended & Restated Registration Rights Agreement 17 72K
5: EX-10.10A Agreement and Release - Harry M. Rubin 6 27K
6: EX-10.10B Letter Agreement 2 15K
7: EX-10.12A Agreement and Release - Jack J. Cayre 5 26K
8: EX-10.13A Separation Agreement - Thomas A. Heymann 20 84K
9: EX-10.14A Separation Agreement - John T. Baker Iv 19 80K
10: EX-10.15 Letter Agreement 2 12K
11: EX-10.25 Trademark Agreement 9 33K
12: EX-10.26G Master Assignment and Acceptance 7 27K
13: EX-10.26H Warrant Agreement 22 86K
14: EX-10.26I Warrant Certificate 5 22K
15: EX-10.26J Fourth Amendment 3 14K
16: EX-10.26K Reimbursement and Cash Collateral Agreement 17 56K
17: EX-10.26L Collateral Assignment Agreement 7 26K
18: EX-10.26M Fifth Amendment 8 28K
19: EX-10.26N Sixth Amendment 5 21K
20: EX-23.1 Consent of Arthur Andersen LLP 1 8K
21: EX-24.1 Power of Attorney 1 11K
22: EX-27.1 Financial Data Schedule 1 9K
EX-10.26N — Sixth Amendment
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Exhibit 10.26n
SIXTH AMENDMENT
THIS SIXTH AMENDMENT (this "Amendment") is made and entered
into as of this 29th day of June, 2000, by and among Infogrames, Inc. (formerly
GT Interactive Software Corp.), a Delaware corporation (the "Borrower"), and
Infogrames Entertainment SA, a French corporation (the "Lender").
Statement of Purpose
The Borrower is a party to the Credit Agreement dated as of
September 11, 1998 (as heretofore amended, restated, supplemented or otherwise
modified, the "Credit Agreement"), by and between the Borrower and the Lender,
as administrative agent (the "Administrative Agent") and as sole lender.
Capitalized terms used herein and not otherwise defined shall have their
respective meanings set forth in the Credit Agreement.
The Borrower has requested that the Lender agree to amend
certain provisions of the Credit Agreement as set forth more fully below and
subject to the terms and conditions hereof, the Lender is willing to agree to
such requested amendments.
NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS.
1.1 Amendments to Section 1.1 (Definitions). Section 1.1 of the
Credit Agreement is hereby amended by deleting in their entirety the definitions
of the following terms: "Aggregate Commitment", "Documentation Agent",
"Syndication Agent" and inserting the following new definition in its proper
alphabetical order:
"Aggregate Commitment" means One Hundred Twenty Five Million
U.S. Dollars (U.S.$ 125,000,000).
1.2 Amendment to Section 2.5 (Permanent Reduction of the Aggregate
Commitment). Section 2.5 of the Credit Agreement is hereby amended by deleting
in its entirety the sentence "On the Transaction Closing Date, the Aggregate
Commitment shall automatically be permanently reduced to the lesser of
$75,000,000 or the Aggregate Commitment on such date" contained in paragraph (b)
of said Section.
1.3 Amendment to Section 2.6 (Termination of Credit Facility).
Section 2.6 of the Credit Agreement is hereby amended by deleting the reference
to "June 30, 2000" contained in said Section and by substituting therefor a
reference to "September 30, 2000."
1.4 Amendment to Section 8.16 (Pursuit of Closing Transaction).
Section 8.16 of the Credit Agreement is hereby deleted in its entirety.
1.5 Amendment to Section 8.17 (Pursuit of Refinancing). Section
8.17 of the Credit Agreement is hereby deleted in its entirety.
1.6 Amendment to Section 12.10 (Syndication Agent and
Documentation Agent). Section 12.10 of the Credit Agreement is hereby deleted in
its entirety.
1.7 Amendment to Section 13.1 (Notices). Section 13.1 of the
Credit Agreement is hereby amended by deleting "Kramer, Levin, Naftalis &
Frankel, 919 Third Avenue, New York, New York 10022-3903, Attention: David P.
Levin, Esq., Telephone (212) 715-9217, Telecopy No.: (212) 715-8000" contained
in paragraph (b) of said Section and by substituting therefor "Chadbourne &
Parke LLP, 30 Rockefeller Plaza, New York, New York 10112, Attention: Dennis J.
Friedman, Esq., Telephone (212) 408-5100, Telecopy No.: (212) 541-5369."
1.8 Amendment to Section 13.14 (Governing Law). Section 13.14 of
the Credit Agreement is hereby deleted in its entirety and replaced by the
following new Section 13.14.
"THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES
REGARDING CONFLICT OF LAW."
1.9 Amendment to Schedule 6.1(u) (Litigation). Schedule 6.1(u) to
the Credit Agreement is hereby replaced with the attached Amended and Restated
Schedule 6.l(u).
SECTION 2. WAIVERS.
2.1 Waiver of Article VII (Financial Information and Notices).
Effective as of the Effective Date, the Lender and the Administrative Agent
hereby waive any Default or Event of Default that may arise by reason of the
failure of the Borrower to comply with Sections 7.1(d), 7.1(e), 7.1(f) and
7.2(b) for the period from the Effective Date until September 30, 2000.
2.2 Waiver of Section 9.1 (EBITDA). Effective as of the Effective
Date, the Lender hereby waives any Default or Event of Default that may arise by
reason of the failure of the Borrower to comply with Section 9.1 of the Credit
Agreement for the period through September 30, 2000.
2.3 Waiver of Section 9.2 (Capital Expenditure). Effective as of
the Effective Date, the Lender hereby waives any Default or Event of Default
that may arise by reason of the failure of the Borrower to comply with Section
9.2 of the Credit Agreement for the period through September 30, 2000.
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2.4 Waiver of Section 10.9 (Certain Accounting Changes). Effective
as of the June 27, 2000, the Lender hereby waives any Default or Event of
Default that may arise by reason of the failure of the Borrower to comply with
Section 10.9 of the Credit Agreement for the period through September 30, 2000.
SECTION 3. MISCELLANEOUS.
3.1 Representations and Warranties; No Default. (a) After giving
effect to this Amendment, the Borrower hereby represents and warrants that (i)
all representations and warranties contained in the Credit Agreement and the
other Loan Documents are true and correct on and as of the Effective Date
(unless stated to relate to a specific earlier date, in which case, such
representations and warranties shall be true and correct as of such earlier
date) and (ii) no Default or Event of Default shall have occurred and be
continuing or would result from the execution and delivery of this Amendment.
(b) The Borrower hereby further represents and warrants that it is
truly and justly indebted to the Administrative Agent and the Lender in respect
of the Obligations, without defense, counterclaim or offset of any kind.
3.2 Additional Borrowings. From time to time after the date
hereof, the Borrower and the Lender may agree to increase the Aggregate
Commitment, subject to such additional conditions and terms as are mutually
acceptable, provided that (i) nothing contained in this Amendment shall require
the Lender to increase the Aggregate Commitment and (ii) the conditions and
terms of any such increase to the Aggregate Commitment and any additional loans
associated with such increase (the "Additional Loans") shall be unique to such
increase and such Additional Loans and any Loans outstanding prior to such
increase (as well as the Aggregate Commitment in effect immediately prior to
such increase) shall be unaffected by such increase of the Aggregate Commitment
or the issuance of Additional Loans.
3.3 Conditions to Effectiveness of this Amendment. This Amendment
shall become effective on the date (the "Effective Date") on which the
Administrative Agent shall have received counterparts of this Amendment duly
executed by the Borrower and the Lender.
3.4 Continuing Effect; No Other Amendments or Waivers. Except as
expressly amended pursuant to this Amendment, the Credit Agreement is and shall
continue to be in full force and effect in accordance with its terms, and this
Amendment shall not constitute the Lender's consent or indicate their
willingness to consent to any other amendment, modification or waiver of the
Credit Agreement or the other Loan Documents, including without limitation, any
amendment, modification or waiver of any Section amended or waived pursuant to
this Amendment for any other date or time period or in connection with any other
transaction.
3.5 Integration. This Amendment represents the agreement of the
Borrower, the Administrative Agent and the Lender with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Borrower, the Administrative Agent
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and the Lender relative to the subject matter hereof not expressly set forth or
referred to herein, or in the Credit Agreement, as amended through the date
hereof.
3.6 Counterparts. This Amendment may be executed by the parties
hereto on one or more counterparts, and all of such counterparts shall be deemed
to constitute one and the same instrument. This Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.
3.7 Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLES REGARDING CONFLICT OF LAW.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
INFOGRAMES, INC.
By: /s/ David Fremed
------------------------------------
Name: David Fremed
Title: Chief Financial Officer
INFOGRAMES ENTERTAINMENT SA
as Administrative Agent and Lender
By: /s/ Bruno Bonnell
------------------------------------
Name: Bruno Bonnell
Title: Chief Executive Officer
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Dates Referenced Herein and Documents Incorporated by Reference
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