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EXHIBIT 10.1
As of July 9, 1998
GT Interactive Software Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of
January 21, 1997, as amended by the letter agreement dated as of June 30, 1997
and the letter agreement dated as of October 10, 1997 (the "Credit Agreement")
among GT Interactive Software Corp. (the "Borrower"), the banks parties thereto
(each a "Bank" and collectively, the "Banks"), the Letter of Credit Issuing
Banks named therein and Republic National Bank of New York, as agent (the
"Agent"). Unless otherwise defined herein, capitalized terms used herein shall
have the respective meanings ascribed to them in the Credit Agreement.
In accordance with Section 9.05 of the Credit Agreement, the
undersigned Banks, constituting all of the Banks, and the Borrower hereby agree
to further amend the Credit Agreement as follows:
1. As of the Third Amendment Effective Date (as defined in Section 5
hereof), each Bank shall increase its Commitment ("Increase to
Commitment") by the amount set forth opposite the name of such Bank
directly below:
Increase to Commitment Bank
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$5,250,000 Republic National Bank of New York
$3,450,000 The First National Bank of Chicago
$3,450,000 First Union National Bank
$2,850,000 European American Bank
From the Third Amendment Effective Date up to and
including September 30, 1998, the term "Commitment" shall be deemed
amended to refer to the Commitment of each Bank existing immediately
prior to the Third Amendment Effective Date plus such Bank's
Increase to Commitment.
As of October 1, 1998, the Commitment of each Bank shall
be automatically reduced by such Bank's Increase to Commitment, and
thereupon each Bank's Commitment shall equal such Bank's Commitment
immediately prior to the Third Amendment Effective Date.
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2. The Borrower shall pay to the Agent, for the account of the Banks,
ratably in proportion to their Increase to Commitment, on the Third
Amendment Effective Date, a non-refundable facility fee in the
amount of $15,000. The Borrower also shall pay to the Agent, for its
own account, an administrative fee as set forth in a letter between
the Borrower and the Agent, There will be no adjustment in respect
of facility or other fees heretofore paid or otherwise payable.
3. Except as set forth herein, the Credit Agreement remains unmodified
and in full force and effect.
4. In addition to its obligations under the Credit Agreement the
Borrower agrees to pay all reasonable out-of-pocket expenses of the
Agent, including the reasonable fees and disbursements of Kronish,
Lieb, Weiner & Xxxxxxx, LLP, special counsel to the Agent, in
connection with the preparation of this letter agreement.
5. This letter agreement shall become effective (the "Third Amendment
Effective Date") upon receipt by the Agent of (a) a copy of this
letter agreement duly executed by the Borrower, each of the Banks
and the Agent and (b) an opinion of Messrs. Kramer, Levin, Naftalis
& Xxxxxxx, counsel to the Borrower, dated the Third Amendment
Effective Date, in form and substance satisfactory to the Agent.
6. 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.
7. This letter agreement shall be governed in all respects by the laws
of the State of New York.
(Intentionally left blank.)
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REPUBLIC NATIONAL BANK OF NEW YORK
as a Bank, Issuing Bank and Agent
BY: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
BY: /s/ Xxxxx X. Ring
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Name: Xxxxx X. Ring
Title: Vice President
EUROPEAN AMERICAN BANK
BY: /s/ Xxxxxxxxx X. Savastaro
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Name: Xxxxxxxxx X. Savastaro
Title: Vice President
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ACCEPTED AND AGREED TO:
GT INTERACTIVE SOFTWARE CORP.
BY: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: President
Each of the undersigned has read the above letter agreement and confirms that
its obligations under its respective Continuing General Security Agreement dated
as of June 30, 1997, continue in full force and effect and that the security
interest granted to Republic National Bank of New York, as agent under the
above defined credit Agreement remains a first priority security interest.
HUMONGOUS ENTERTAINMENT, INC.
BY: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
WIZARDWORKS GROUP, INC.
BY: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
FORMGEN, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
G.T. INTERACTIVE SOFTWARE (EUROPE) LIMITED
BY: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Director & Xxxxxxxxx
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XXXXXXXX XXXXXXXXXXX XXXXXX S.A.
BY: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Director
G.T. INTERACTIVE SOFTWARE GERMANY (GMBH)
BY: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Director
ONE STOP DIRECT LIMITED
BY: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Director
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