EXHIBIT 10.36
Amendment to Loan Documents
Borrowers: Interplay Entertainment Corp. (successor by merger to Interplay
Productions, a California corporation)
Interplay OEM, Inc.
Date: April 14, 2000
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between GREYROCK CAPITAL
(formerly Greyrock Business Credit), a Division of Banc of America Commercial
Finance Corporation (formerly known as NationsCredit Commercial Corporation)
("GBC"), whose address is 00000 Xxxxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxxxx, XX
00000 and the borrowers named above (jointly and severally, "Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated June 16, 1997 (as heretofore amended, the "Loan Agreement"), as follows,
effective on the date hereof. (This Amendment, the Loan Agreement, the prior
written amendments to said agreements signed by GBC and the Borrower, and all
other written documents and agreements between GBC and the Borrower are referred
to herein collectively as the "Loan Documents". Capitalized terms used but not
defined in this Amendment, shall have the meanings set forth in the Loan
Agreement.)
1. Extension of Maturity Date. Section 6.1 of the Loan Agreement is amended in
its entirety to read as follows:
"6.1 Maturity Date. This Agreement shall continue in effect until
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April 30, 2001 (the "Maturity Date")."
2. Cash Collateral, Pledges and Guaranties.
(a) The $2,500,000 Cash Collateral provided pursuant to Section 8.1
of the Schedule shall continue to be held by GBC, provided that said Cash
Collateral shall be released by GBC upon receipt by GBC of the unaudited
consolidated financial statements of Xxxxx Interactive S.A. as of December 31,
1999 and for the six month period then ended.
(b) The Continuing Guaranties of Interplay Productions Limited (U.K.)
and Xxxxx Xxxxx shall continue in full force and effect throughout the term of
the Loan Agreement and until all Obligations have been paid and performed in
full, and all pledge agreements executed and delivered by Xxxxx Xxxxx and the
other guarantors shall continue in full force and effect throughout the term of
the Loan Agreement and until all Obligations have been paid and performed in
full.
(c) GBC agrees that, upon satisfaction of the conditions precedent
set forth in Section 4 below, the Continuing Guaranty of Herve Caen with respect
to the Borrower dated September 1, 1999 in favor of GBC shall be of no further
force or effect, and Herve Caen shall have no further liability or obligations
thereunder.
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Greyrock Capital Amendment to Loan Documents
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(d) Concurrently, Xxxxx Interactive SA and Xxxxx Software Corporation
("Xxxxx US") shall execute and deliver to GBC a Continuing Guaranty with respect
to all of the Obligations (the "Xxxxx Guaranty") in such form as GBC shall
specify, which Borrower shall cause to continue in full force and effect
throughout the term of the Loan Agreement and until all Obligations have been
paid and performed in full. The Xxxxx Guaranty shall, as to Xxxxx Interactive
SA, amend and restate in its entirety the existing September 1, 1999 Guaranty of
Xxxxx Interactive SA. The Xxxxx Guaranty shall be on the same terms and
conditions as the existing September 1, 1999 Guaranty of Xxxxx Interactive SA,
as previously amended, except that the amount "$4,000,000" in Section 1A
thereof, entitled "Limit of Liability," shall read "20,000,000".
3. Fee. In consideration for GBC entering into this Amendment, the Borrower
shall pay GBC a fee of $400,000, which shall be in addition to all other
interest and fees. Said fee shall payable on the earlier of April 30, 2001 or
termination of the Loan Agreement, provided that if Borrower terminates the Loan
Agreement and pays in full all of the Obligations prior to April 30, 2001, then
such fee shall be reduced by $33,333 for each full month from the date the Loan
Agreement terminates and all Obligations are paid in full to April 30, 2001.
4. Conditions Precedent. This Amendment shall not be effective unless and
until the following conditions precedent has been satisfied, and Borrower agrees
to cause such condition to be satisfied on or before April 30, 2000: (i) The
Borrower shall receive additional cash consideration for the issuance of equity
securities of Borrower of not less than $20,000,000 after the date hereof and
shall provide evidence of the same to GBC reasonably acceptable to GBC, and (ii)
Borrower and Xxxxx Interactive SA shall enter into a loan agreement, pursuant to
which Xxxxx Interactive SA shall provide a $5 million line of credit to
Borrower, and Borrower shall provide evidence of the same to GBC reasonably
acceptable to GBC.
5. Consent. GBC consents to Borrower issuing its Series A Preferred Stock to
Xxxxx Interactive S.A. for a purchase price of $20,000,000, and agrees that any
change in the controlling stock ownership of Borrower to Xxxxx Interactive S.A.
as a result of the issuance of said stock will not constitute an Event of
Default under Section 7.1(n) of the Loan Agreement or any of the other
provisions of the Loan Documents.
6. General Provisions. As herein expressly amended, all of the terms and
provisions of the Loan Agreement and the other Loan Documents shall continue in
full force and effect, and the same are hereby ratified and confirmed. This
Amendment, the Loan Agreement, and the other Loan Documents set forth in full
all of the representations and agreements of the parties with respect to the
subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. This Amendment shall be governed by the laws of the State of California.
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Greyrock Capital Amendment to Loan Documents
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Borrower: GBC:
INTERPLAY ENTERTAINMENT CORP. GREYROCK CAPITAL, a Division of
Banc of America Commercial Finance
Corporation (formerly known as
NationsCredit Commercial
Corporation)
By /s/ Xxxxxx Xxxxxxx
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President or Vice President
By /s/ Xxxx Xxxxxx
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Title______________________________
Borrower:
INTERPLAY OEM, INC.
By /s/ Xxxxxx Xxxxxxx
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President or Vice President
Consent-Guarantors
The undersigned, guarantors, acknowledge that their consent to the
foregoing Agreement is not required, but the undersigned nevertheless do hereby
consent to the foregoing Agreement and to the documents and agreements referred
to therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the foregoing parties. Nothing herein shall in any
way limit any of the terms or provisions of the guarantees of the undersigned,
or the security agreements, pledge agreements and other agreements between the
undersigned and GBC, all of which are hereby ratified and affirmed.
/s/ Xxxxx Xxxxx Interplay Productions Limited (U.K.)
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Xxxxx Xxxxx, individually
By /s/ Xxxxx Xxxxx
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Title________________________________
Xxxxx Software Corporation, Xxxxx Interactive SA, a French
a California corporation corporation
By /s/ Herve Caen
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By /s/ Herve Caen Title________________________________
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Title____________________________
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