Time Warner Companies Inc, et al. – ‘SC 13D/A’ on 3/29/94 re: Atari Corp – EX-4

As of:  Tuesday, 3/29/94   ·   Accession #:  736157-94-2   ·   File #:  5-37823

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 3 Atari Corporation         9     57K 
 2: EX-2        Exhibit 2 Stock Purchase Agmt Atari/Twi               11±    42K 
 3: EX-3        Exhibit 3 Stock Purchase Agmt Atari Corp/Games        10±    34K 
 4: EX-4        Exhibit 4 Registration Rights Ltr/Exb 4D               2     10K 

EX-4   —   Exhibit 4 Registration Rights Ltr/Exb 4D

EX-4
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                                            March 24, 1994

Time Warner Inc.                                                                
75 Rockefeller Plaza                                                            
New York, New York 10019                                                        

Atari Games Corporation                                                         
675 Sycamore Drive                                                              
Milpitas, California 95035                                                      

Re: Registration Rights                           

Greetings:                                                                      

This letter sets forth the agreement between our companies            
regarding registration rights relating to shares of Common                      
Stock of Atari Corporation ("Atari Corp."), par value $.01 per                  
share (the "Common Stock") sold pursuant to:                                    

(i)   the Stock Purchase Agreement of even date   
herewith by and between Time Warner Inc. ("Time Warner")              
and Atari Corp. (the "Time Warner Stock Purchase                      
Agreement"); and                                                      

(ii)  the Stock Purchase Agreement of even date   
herewith by and between Atari Games Corporation ("Atari               
Games") and Atari Corp. (the "Atari Games Stock Purchase              
Agreement").                                                          

Capitalized terms used herein but not otherwise defined               
shall have the meanings given to such terms in the Agreement                    
among Tramel Technology, Ltd. (now re-named Atari Corporation),                 
Atari Inc. (then a subsidiary of Warner Communications Inc.)                    
and Jack Tramiel dated July 1, 1984 (the "Tramel Agreement").                   

The parties hereto acknowledge and agree that all shares              
of Common Stock of Atari Corp. that Time Warner and Atari Games                 
(or their permitted assignees) shall acquire pursuant to the                    
Time Warner Stock Purchase Agreement or the Atari Games Stock                   
Purchase Agreement (or by permitted assignment thereunder),                     
shall be deemed to be included in the Newco Shares covered by                   
the registration rights provisions contained in Section 3 of                    
the Tramel Agreement and Time Warner and Atari Games and their                  
permitted assignees shall be entitled to exercise such rights                   
as provided therein.  All matters relating to any such                          
registration, including without limitation, allocation of                       
expenses and indemnification, shall be governed by the                          
provisions of Section 3 of the Tramel Agreement and Atari Corp.                 
acknowledges and agrees that it shall be subject to all                         
obligations of Newco under such Section 3 with respect to all                   
such Atari Corp. shares of Common Stock.                                        

IN WITNESS WHEREOF, the parties hereto have caused this               
Letter Agreement to be executed as of March 24, 1994.                           

                 ATARI CORPORATION

                       By:/s/Leonard Schrieber
                              Name:  Leonard Schrieber
                                      Title: General Counsel, Director
                                            and Authorized Signatory

                TIME WARNER INC.

                   By:/s/Peter R. Haje
                         Name: Peter R. Haje
                                     Title: Executive Vice President

                       ATARI GAMES CORPORATION

                 By:/s/Dennis Wood
                       Name: Dennis Wood
                                  Title: Senior Vice President

EX-4
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EXHIBIT 4(D)  

1.   The Company has issued a 5-1/4% Convertible Subordinated                   
Debenture due 2002.  $43,454,000 of the bonds are outstanding and               
2,666,846 shares of Common Stock are issuable upon conversion under             
the terms of the Indenture.  The Company is currently                           
considering the conversion of the outstanding debentures into                   
Common Stock which may require the issuance of additional Common                
Shares as a result of lower conversion price.                                   

2.   The Company has outstanding as of December 31, 1993                        
1,193,120 Stock Options under its Amended 1986 Stock Option Plan.               

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/29/94							None on these Dates
		3/24/94		1
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