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Atari Inc – ‘10-Q’ for 6/30/97 – EX-10.1

As of: Thursday, 8/14/97 · For: 6/30/97 · Accession #: 950123-97-6949 · File #: 0-27338

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/97  Atari Inc                         10-Q        6/30/97    5:137K                                   RR Donnelley/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      16     67K 
 2: EX-10.1     Amendment to the Credit Agreement                     13     41K 
 3: EX-10.2     Employment Agreement                                  14     62K 
 4: EX-10.3     The 1997 Stock Incentive Plan                         32     71K 
 5: EX-27.1     Financial Data Schedule                                1      6K

EX-10.1 — Amendment to the Credit Agreement

EX-10.1 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                    Exhibit 10.1

 As of June 30, 1997

GT Interactive Software Corp.                                                   
16 East 40th Street                                                             
New York, New York 10016                                                        
Attention:  Chief Financial Officer                                             

Ladies and Gentlemen:                                                           

           Reference is made to that certain Credit Agreement (the
"Credit Agreement") dated as of January 21, 1997 among GT Interactive Software  
Corp., Republic National Bank of New York, individually and as agent, and The   
First National Bank of Chicago as successor in interest to NBD Bank. Unless     
otherwise defined herein, capitalized terms used herein shall have the          
respective meanings ascribed to them in the Credit Agreement.                   

1.                By signing this Letter Agreement, European American Bank and  
        First Union National Bank (collectively, the "New Banks") shall become
      signatories to the Credit Agreement and a "Bank" for all purposes of
   the Credit Agreement as of the First Amendment Effective Date (as
         defined in Section 6 hereof) with (a) the Commitment set forth opposite
         the name of such New Bank on the signature pages hereof, as such amount
         may be reduced from time to time pursuant to Section 2.07 of the Credit
      Agreement, and (b) the address, facsimile number or telex number set
forth on the signature pages hereof.                          

2.                The parties hereto agree that the Credit Agreement is         
modified by:                                                  

    (a)      inserting immediately after the definition of "Borrowing"
                  contained in Section 1.01 of the Credit Agreement a definition
           of "Borrowing Base" reading in its entirety as follows:

                  "'BORROWING BASE' means the lesser of (a) the aggregate amount
          of Commitments of the Banks or (b) 50% of Consolidated
Accounts Receivable.";                      

      (b)      inserting immediately after the definition of "Commitments"
                  contained in Section 1.01 of the Credit Agreement a definition
of "Consolidated Accounts                   

EX-10.1 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
   Receivable" reading in its entirety as follows:

             "'CONSOLIDATED ACCOUNTS RECEIVABLE' means at any date the
                  total accounts receivable of the Borrower and its Consolidated
               Subsidiaries for goods sold in the ordinary course of their
       respective businesses to third parties that are not
              Subsidiaries of the Borrower, determined on a consolidated
basis as of such date.";                    

         (c)      restating the definition of "Financing Documents" contained in
                Section 1.01 of the Credit Agreement to read in its entirety
as follows:                                 

                  "'FINANCING DOCUMENTS' means this Agreement, the Notes and the
Security Agreements.";                      

        (d)      inserting immediately after the definition of "Sale-Leaseback
                  Transaction" contained in Section 1.01 of the Credit Agreement
             a definition of "Security Agreements" reading as follows:

            "'SECURITY AGREEMENTS' means, collectively, the Security
     Agreement between each of the Borrower, Humongous
                  Entertainment, Inc., WizardWorks Group, Inc., Formgen Inc., GT
                  Interactive Software Germany GmbH, Renegade Interactive France
                 S.A., G.T. Interactive Software (Europe) Limited and One Stop
                Direct Limited, and the Agent, respectively, for the benefit
               of the Banks, as at any time amended, pursuant to which the
                  Borrower and each such Subsidiary granted the Agent a security
                  interest in its accounts receivables and related collateral as
               described therein to secure the obligations of the Borrower
         hereunder and under the Notes as described therein.";

    (e)      inserting immediately before the period at the end of the
            first sentence of Section 2.01 of the Credit Agreement a
proviso reading in its entirety as follows: 

               "; and the aggregate principal amount of the Loans plus the
                Standby Letter of Credit Liabilities at any time outstanding
shall not exceed the Borrowing Base.";      

    (f)      adding new subsections (c) and (d) to Section 2.10 of the
            Credit Agreement reading in their entireties as follows:

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             "(c) If at any time the aggregate principal amount of all
              Loans and Standby Letter of Credit Liabilities outstanding
                 hereunder shall exceed the Borrowing Base, the Borrower shall
                 promptly prepay the portion of the aggregate principal amount
                  of the Loans then outstanding, if any, equal to such excess at
such time.";                                

                  (g) deleting the reference to "$15,000,000" in Section 2.13(b)
of the Credit Agreement and by substituting "$35,000,000 (of which Standby      
Letter of Credit Liabilities shall not exceed $10,000,000)" therefor and by     
inserting immediately before the period at the end of such sentence the         
following:                                                                      

                 "provided further that after each Letter of Credit is issued,
         the aggregate amount of the Standby Letters of Credit
                  Liabilities plus the aggregate outstanding amount of all Loans
shall not exceed the Borrowing Base";       

                 (h) inserting immediately after reference to "(c)" in Section
3.02(c) of the Credit Agreement the following:                                  

              "The Agent shall have received the most recent Receivables
               Statement deliverable pursuant to Section 5.01(l) and other
          information necessary to permit the computation of the
Borrowing Base and";                        

          (i)  inserting before the semicolon in Section 3.02(c)
of the Credit Agreement the following:                                          

                 "and the sum of the aggregate outstanding principal amount of
               the Loans and the aggregate principal amount of the Standby
               Letter of Credit Liabilities shall not exceed the Borrowing
Base";                                      

                 (j) deleting reference to "and" at the end of Section 5.01(j)
of the Credit Agreement, deleting the reference to "." at the end of Section    
5.01(k) of the Credit Agreement and by substituting "; and" therefor and by     
adding a new clause (l) to Section 5.01 reading in its entirety as follows:     

                 "(l) Before the 25th day of each month Borrower shall deliver
                to the Agent a statement (a 'Receivables Statement'), in the
          form attached hereto as Exhibit C, certified by a duly
              authorized officer of the Borrower and setting forth, on a
consolidating basis,                        

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                the (i) Consolidated Accounts Receivable of the Borrower and
              (ii) the sales made in the prior month of the Borrower and
          each Consolidated Subsidiary, as at and as of the last
               Domestic Business Day of the prior month, which Receivables
                Statement shall set forth the age of each account receivable
and the respective owner thereof.";         

                  (k) deleting the reference to "and" at the end of Section 5.09
(l) of the Credit Agreement, by deleting reference to "1,000,000" contained in  
Section 5.09(m) of the Credit Agreement and by substituting "$2,000,000"        
therefor, by deleting the "." at the end of Section 5.09(m) of the Credit       
Agreement and by substituting "; and" therefor and by adding a new subsection   
(n) to Section 5.09 of the Credit Agreement reading in its entirety as follows: 

                  "(n) Liens under the Security Agreements in favor of the Agent
for the benefit of the Banks.";             

                (l) restating Sections 5.11 and 5.12 of the Credit Agreement
to read in their entireties as follows:                                         

                "SECTION 5.11. Minimum Tangible Net Worth. The Borrower will
                 not permit Consolidated Tangible Net Worth as at December 31,
                1996 to be less than $106,500,000, as at June 30, 1997 to be
                  less than $106,500,000 plus 25% of Consolidated Net Income for
                the six-month period ending on June 30, 1997, as at December
                  31, 1997 to be less than $106,500,000 plus 25% of Consolidated
             Net Income for the 12-month period ending on December 31,
               1997, as at June 30, 1998 to be less than such December 31,
             1997 required minimum amount plus 25% of Consolidated Net
                  Income for the six-month period ending on June 30, 1998 and as
                at December 31, 1998 such December 31, 1997 required minimum
          amount plus 25% of the Consolidated Net Income for the
12-month period ending on December 31, 1998.

                  "SECTION 5.12. Debt: Tangible Net Worth. The Borrower will not
         permit the ratio of Consolidated Total Liabilities to
                Consolidated Tangible Net Worth at the end of (a) any fiscal
            quarter in 1997 (other than its first fiscal quarter) to
           exceed 2.3 to 1.0 and (b) any fiscal quarter in 1998 to

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exceed 2.0 to 1.0.";                        

                (m) restating Sections 5.14 and 5.15 of the Credit Agreement
to read in their entireties as follows:                                         

                "SECTION 5.14. Working Capital. The Borrower will not permit
               Consolidated Working Capital (which term for the purpose of
                 this Section 5.14 shall be computed on a basis which excludes
                  the current portion of all outstanding Loans from Consolidated
         Current Liabilities) at June 30, 1997 to be less than
                  $5,000,000, at September 30, 1997 to be less than $25,000,000,
                  at December 31, 1997 to be less than $50,000,000, at March 31,
                 1998 to be less than $15,000,000, at June 30, 1998 to be less
           than $10,000,000, at September 30, 1998 to be less than
         $25,000,000, and at December 31, 1998 to be less than
$50,000,000.                                

                  "SECTION 5.15. Current Ratio. The Borrower will not permit the
                ratio of Consolidated Current Assets to Consolidated Current
                  Liabilities (which term, Consolidated Current Liabilities, for
               the purposes of the computation of such ratio in clause (a)
               below, shall exclude the current portion of all outstanding
                Loans and which term, for the purposes of the computation of
               such ratio in clause (b) below, shall include the amount of
      all outstanding Loans and Standby Letter of Credit
               Liabilities) (a) as at June 30, 1997 to be less than 1.0 to
                1.0, as at September 30, 1997 and as at December 31, 1997 to
              be less than 1.1 to 1.0, as at March 31, 1998 and June 30,
                  1998 to be less than 1.05 to 1.0, as at September 30, 1998 and
                 as at December 31, 1998 to be less than 1.1 to 1.0 and (b) as
               at December 31, 1997 and as at December 31, 1998 to be less
than 1.0 to 1.0.";                          

                 (n) restating Section 5.17 of the Credit Agreement to read in
its entirety as follows:                                                        

            "SECTION 5.17. Minimum Net Income. The Borrower will not
          permit its Consolidated Net Income (which term for the
                purposes of this Section shall be increased by the amount of
      any deductions received by the Borrower and/or its
Subsidiaries which arise from the           

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EX-10.1 6th Page of 13 TOC 1st Previous Next ↓Bottom Just 6th
         acquisition of research and development and all other
                  intangibles) for its fiscal years ending December 31, 1997 and
               December 31, 1998 to be less than $25,000,000, and will not
              permit its Consolidated Net Income for any two consecutive
                quarters (whether or not in the same fiscal year) to be less
than $5,000,000.";                          

           (o) inserting "except under the Security Agreements or"
immediately after the penultimate reference to "Affiliate" contained in Section 
5.19 of the Credit Agreement;                                                   

          (p) restating Sections 7.01 through 7.09 of the Credit
Agreement to read in their entireties as follows:                               

           "SECTION 7.01. Appointment and Authorization. Each Bank
              irrevocably appoints and authorizes the Agent to take such
             action as agent on its behalf and to exercise such powers
                  under this Agreement, the Notes and the Security Agreements as
             are delegated to the Agent by the terms hereof or thereof
              together with all such powers as are reasonably incidental
thereto.                                    

               SECTION 7.02. Agent and Affiliates. RNB shall have the same
                rights and powers under this Agreement as any other Bank and
                 may exercise or refrain from exercising the same as though it
             were not the Agent, and RNB and its affiliates may accept
                  deposits from, lend money to, and generally engage in any kind
                of business with the Borrower or any Subsidiary or affiliate
of the Borrower as if it were not the Agent.

               SECTION 7.03. Action by Agent. The obligations of the Agent
              hereunder and under the Security Agreements are only those
               expressly set forth herein or therein. Without limiting the
                generality of the foregoing, the Agent shall not be required
             to take any action with respect to any Default hereunder,
                 except as expressly provided in Article 6, or with respect to
              any Event of Default under any of the Security Agreements.

                  SECTION 7.04. Consultation with Experts. The Agent may consult
             with legal counsel (who may be counsel for the Borrower),
             independent public accountants and other experts selected

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                 by it and shall not be liable for any action taken or omitted
                to be taken by it hereunder or under the Security Agreements
                in good faith in accordance with the advice of such counsel,
accountants or experts.                     

                  SECTION 7.05. Liability of Agent. Neither the Agent nor any of
         its affiliates nor any of their respective directors,
                officers, agents or employees shall be liable for any action
               taken or not taken by it as Agent in connection herewith or
                  the Security Agreements (i) with the consent or at the request
                 of the Required Banks or (ii) in the absence of its own gross
                  negligence or willful misconduct. Neither the Agent nor any of
         its affiliates nor any of their respective directors,
                  officers, agents or employees shall be responsible for or have
         any duty to ascertain, inquire into or verify (i) any
                 statement, warranty or representation made in connection with
              this Agreement or the Security Agreements or any borrowing
               hereunder; (ii) the performance or observance of any of the
               covenants or agreements of the Borrower hereunder or of the
              Borrower or any Subsidiary under the Security Agreement to
                which it is a party; (iii) the satisfaction of any condition
                  specified in Article 3, except receipt of items required to be
                  delivered to the Agent; or (iv) the validity, effectiveness or
          genuineness of this Agreement, the Notes, the Security
              Agreements or any other instrument or writing furnished in
               connection herewith or therewith. The Agent shall not incur
               any liability hereunder or under the Security Agreements by
             acting in reliance upon any notice, consent, certificate,
                 statement, or other writing (which may be a bank wire, telex,
                facsimile transmission or similar writing) believed by it to
              be genuine or to be signed by the proper party or parties.

              SECTION 7.06. Indemnification. Each Bank shall, ratably in
            accordance with its Commitment, indemnify the Agent, its
               affiliates and their respective directors, officers, agents
                and employees (to the extent not reimbursed by the Borrower)
         against any cost, expense (including counsel fees and
 disbursements incurred by such indemnitees in

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               any action; suit or proceeding between such indemnitees and
              such indemnifying Bank or between such indemnitees and any
             third party or otherwise), claim, demand, action, loss or
                 liability (except such as result from such indemnitees' gross
               negligence or willful misconduct) that such indemnitees may
            suffer or incur in connection with this Agreement or the
              Security Agreements or any action taken or omitted by such
indemnitees hereunder or thereunder.        

                 SECTION 7.07. Credit Decision. Each Bank acknowledges that it
                 has, independently and without reliance upon the Agent or any
                 other Bank, and based on such documents and information as it
            has deemed appropriate, made its own credit analysis and
         decision to enter into this Agreement. Each Bank also
                 acknowledges that it will, independently and without reliance
                 upon the Agent or any other Bank, and based on such documents
             and information as it shall deem appropriate at the time,
              continue to make its own credit decisions in taking or not
          taking any action under this Agreement or the Security
Agreements.                                 

                SECTION 7.08. Successor Agent. The Agent may resign as agent
             hereunder or under the Security Agreements at any time by
                 giving notice thereof to the Banks and the Borrower. Upon any
                such resignation, the Required Banks shall have the right to
                appoint a successor Agent reasonably acceptable to Borrower.
             If no successor Agent shall have been so appointed by the
             Required Banks, and shall have accepted such appointment,
           within 30 days after the retiring Agent gives notice of
              resignation, then the retiring Agent may, on behalf of the
             Banks, appoint a successor Agent reasonably acceptable to
           Borrower, which shall be a commercial bank organized or
                 licensed under the laws of the United States of America or of
                  any State thereof and having a combined capital and surplus of
                 at least $100,000,000. Upon the acceptance of its appointment
            as Agent hereunder or under the Security Agreements by a
                 successor Agent, such successor Agent shall thereupon succeed
to and become vested with all the rights and

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                 duties of the retiring Agent, and the retiring Agent shall be
            discharged from its duties and obligations hereunder and
                thereunder. After any retiring Agent's resignation hereunder
                or under the Security Agreements as Agent, the provisions of
             this Article shall inure to its benefit as to any actions
          taken or omitted to be taken by it while it was Agent.

                  SECTION 7.09. Agent's Fee. The Borrower shall pay to the Agent
            for its own account fees in the amounts and at the times
                previously agreed upon between the Borrower and the Agent.";

            (q) deleting "or" at the end of Section 9.05(iii) of the
Credit Agreement and by deleting the "." at the end of Section 9.05(iv) of the  
Credit Agreement and by substituting the following therefor:                    

           "or (v) release any security interest created under the
Security Agreements.";                      

         (r) adding a new Section 9.13 to the Credit Agreement
reading in its entirety as follows:                                             

              "SECTION 9.13. Further Actions. Although the Agent may not
                initially have a perfected security interest pursuant to the
            Security Agreements in and to accounts receivable of any
                  Subsidiary of the Borrower organized in a jurisdiction outside
                  of the United States of America (a "Foreign Subsidiary"), upon
                the request of the Agent (which request the Agent shall make
                upon the written demand of the Required Banks), the Borrower
                  shall, and shall cause each of the Foreign Subsidiaries to, at
                  its sole cost and expense, make execute, endorse, acknowledge,
                file or refile and/or deliver to the Agent from time to time
               such lists, descriptions and designations of the collateral
           covered by the Security Agreement to which such Foreign
         Subsidiary is a party, vouchers, invoices, schedules,
              confirmatory assignments, supplements, additional security
           agreements, conveyances, financing statements, transfer
               endorsements, powers of attorney, certificates, reports and
               other assurances or instruments and take such further steps
                 relating to the collateral covered by such Security Agreement
and other                                   

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               property or rights covered by the security interest thereby
              granted, which the Agent deems appropriate or advisable to
                exercise and enforce its rights and remedies thereunder with
             respect to any collateral subject thereto and to perfect,
               preserve or protect the security interest in the collateral
                  created and granted by such Security Agreement, including such
                opinion of counsel of such Foreign Subsidiary regarding such
                  matters as the Agent may request (at the sole cost and expense
of the Borrower)."; and                     

                (s) deleting the reference to "$25,000,000" contained on the
signature page of the Credit Agreement opposite the name of RNB and substituting
"$22,500,000" therefor; and                                                     

          (t) adding Exhibit C hereto as Exhibit C to the Credit
Agreement.                                                                      

3.       The Borrower shall pay to the Agent, for the account of the New Banks, 
    ratably in proportion to their Commitments, on the First Amendment
         Effective Date, a non-refundable facility fee in an amount equal to 1/4
    of 1% of the aggregate amount of the Commitments of the New Banks.
    There will be no adjustment in respect of facility fees heretofore
paid.                                                         

         (a)      The New Banks shall participate in fees payable under Sections
               2.06(a), (b) and (d) of the Credit Agreement from and after
the First Amendment Effective Date.         

     (b)      The Borrower shall pay to the Agent on the First Amendment
               Effective Date a completion fee in accordance with a letter
 agreement between the Borrower and the Agent.

4.       Except as modified hereby, the Credit Agreement remains unmodified and 
in full force and effect.                                     

5.       In addition to its obligations under the Credit Agreement the Borrower 
      agrees to pay all reasonable out-of-pocket expenses of the Banks and
        the Agent, including the reasonable fees and disbursements of Kronish,
   Lieb, Weiner & Hellman, LLP, special counsel to the Banks and the
         Agent, in connection with the preparation of this letter agreement, the
  Security Agreements, the UCC Financing Statements and the filing
   thereof and any additional legal fees of such firm or any foreign
        counsel to the Agent in connection with matters referred to in Section
9.13 to the Credit Agreement, as herein amended.              

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6.       This letter agreement shall become effective (the "First Amendment     
      Effective Date") upon the execution and delivery to the Agent by the
   Borrower of a copy of this letter agreement, countersigned by the
         Borrower as indicated below, the Security Agreements, the Notes payable
  to each New Bank dated the First Amendment Effective Date and an
      opinion of Messrs. Kramer, Levin, Naftalis & Frankel, counsel to the
     Borrower and its Subsidiaries and local counsel satisfactory to the
       Agent, dated the First Amendment Effective Date in form and substance
satisfactory to the Agent.                                    

7.       On the First Amendment Effective Date, (a) the Borrower shall be deemed
         to have prepaid the Loans made by the Banks (other than the New Banks),
         without any prepayment penalty or premium or cost under Section 2.11 of
      the Credit Agreement, and the New Banks shall be deemed to have made
Loans, in such amount that after giving effect to such deemed 
     transactions the Loans by the Banks shall be proportionate to their
   Commitments and (b) the Banks (other than the New Banks) shall be
         deemed, without further action by any party hereto, to have sold to the
         New Banks, and the New Banks shall be deemed, without further action by
        any party hereto, to have purchased from the Banks (other than the New
         Banks), a participation in the Letters of Credit and the related Letter
       of Credit Liabilities in such amount that after giving effect to such
        deemed transactions the participations of the Banks in such Letters of
Credit and the related Letter of Credit Liabilities shall be  
proportionate to their Commitments.                           

8.       This letter agreement may be executed in two or more counterparts, each
     of which shall constitute an original, but all of which, when taken
together, shall constitute but one agreement.                 

9.       This letter agreement shall be governed in all respects by the laws of 
the State of New York.                                        

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                                REPUBLIC NATIONAL BANK OF NEW YORK
                             as a Lender and as Issuing Bank

                     By: /s/ Estelle Dichazi
                                         -------------------------------------
                    Name:  Estelle Dichazi
                                         Title:  Senior Vice President

                                THE FIRST NATIONAL BANK OF CHICAGO
                                    (as successor in interest to NBD BANK)
                 as Authorized Agent

                         By: /s/ Robert E. O'Connell
                                         -------------------------------------
                        Name:  Robert E. O'Connell
                                  Title:  Vice President

                                    REPUBLIC NATIONAL BANK OF NEW YORK, as
           Agent

                     By: /s/ Estelle Dichazi
                                         -------------------------------------
                    Name:  Estelle Dichazi
                                        Title: Senior Vice President

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$15,000,000                            FIRST UNION NATIONAL BANK                

                By: /s/ David Ring
                                         -------------------------------------
                     Name:  David Ring
                         Title: Vice President

                            Domestic Lending Office:
                  50 Main Street
              11th Floor
                                White Plains, New York 10606
                                    Attention: Middle Market Lending
                                    Attn: David Ring, Vice President
                             Facsimile: (914) 286-5001

                             EuroDollar Lending Office
                   London, England

$12,500,000                            EUROPEAN AMERICAN BANK                   

                       By: /s/ Peter J. McGovern
                                      ----------------------------------
                             Name:   Peter J. McGovern
                         Title: Vice President

                            Domestic Lending Office:
                      335 Madison Avenue
                            New York, New York 10017
                                     Attention: NYC Corporate Division
                                 Attn: Peter J. McGovern, Vice
                                       President
                              Facsimile:  (212) 503-2667

ACCEPTED AND AGREED TO:                                                         

GT INTERACTIVE SOFTWARE CORP.                                                   

BY: /s/ Andrew Gregor                                                           
-------------------------------------                                     
Name:  Andrew Gregor                                          
Title: Chief Financial Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	12/31/98	4	6	10-Q
	9/30/98	5		10-Q
	6/30/98	4	5	10-Q
	3/31/98	5		10-K405, 10-KT, 4, 5/A
	12/31/97	4	6	10-K/A, 10-K405, 5, 5/A
	9/30/97	5		10-Q
	8/19/97
Filed on:	8/14/97
For Period End:	6/30/97	1	5
	1/21/97	1
	12/31/96	4		10-K
				List all Filings

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Filing Submission 0000950123-97-006949 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Atari Inc – ‘10-Q’ for 6/30/97 – EX-10.1

As of: Thursday, 8/14/97 · For: 6/30/97 · Accession #: 950123-97-6949 · File #: 0-27338

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Quarterly Report — Form 10-QFiling Table of Contents

EX-10.1 — Amendment to the Credit Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents