Sixth Amendment to Credit Agreement between Infogrames, Inc. and Infogrames Entertainment SA (June 29, 2000)

Summary

This amendment updates the terms of a credit agreement between Infogrames, Inc. (the borrower) and Infogrames Entertainment SA (the lender). It changes certain definitions, extends the termination date of the credit facility to September 30, 2000, and modifies or deletes several provisions. The lender also waives specific borrower defaults related to financial reporting and covenants through September 30, 2000. The amendment becomes effective once both parties sign it, and all other terms of the original agreement remain in effect.

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EX-10.26N 19 ex10-26n.txt SIXTH AMENDMENT 1 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." 2 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 ###-###-####, 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 ###-###-####, 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. -2- 3 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 -3- 4 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] -4- 5 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 -5-