EXHIBIT 99.7
AGREEMENT (this "Agreement"), dated as of April 5, 2006, is by and
among INFOGRAMES ENTERTAINMENT S.A., a French corporation ("IESA"), ATARI
INTERACTIVE, INC., a Delaware corporation ("Interactive") and, CALIFORNIA U.S.
HOLDINGS, INC. a California corporation (the "Company").
WITNESSETH
WHEREAS, IESA is the parent company of the ATARI group and holds
directly 7,010,663 ordinary shares of common stock of Atari, Inc., a Delaware
corporation listed on NASDAQ; and
WHEREAS, the Company and Interactive are wholly-owned subsidiaries of
IESA and hold, respectively, 60,251,784 and 2,000,000 ordinary shares of common
stock of Atari, Inc.; and
WHEREAS, in connection with the undertaking by the Company to pledge
7,000,000 ordinary shares of common stock of Atari, Inc. for the benefit of
certain creditors of IESA, Interactive wishes to transfer to IESA its entire
equity interest in Atari, Inc. and IESA wishes to subsequently transfer to the
Company its entire equity interest in Atari, Inc.;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as follows:
1. Transfer of Shares by Interactive.
(a) Interactive hereby transfers to IESA free of liens and
encumbrances 2,000,000 ordinary shares of common stock of Atari, Inc.,
having a market value of USD1,280,000 as of March 31, 2006 based on the
closing price of Atari, Inc. common stock of USD0.64 per share on the
NASDAQ National Market on that date (the "Interactive Shares");
(b) Interactive hereby acknowledges and agrees that IESA
made a loan to Interactive (the "Interactive Loan") of which to
USD103,701,844 in principal amount was outstanding as of December 31, 2005
and that, upon delivery of the Interactive Shares, IESA shall be entitled
to set off and, therefore, reduce the principal amount owing on the
Interactive Loan, in an amount of USD1,280,000.
2. Transfer of Shares by IESA.
(a) Subject to the delivery by Interactive of the
Interactive Shares, IESA hereby transfers to the Company free of liens and
encumbrances 9,010,663 ordinary shares of common stock of Atari, Inc.,
having a market value of USD5,766,824.32 as of March 31, 2006 based on the
closing price for Atari, Inc. stock of USD0.64 per share on the NASDAQ
National Market on that date (together with the Interactive Shares, the
"IESA Shares");
(b) IESA hereby acknowledges and agrees that the Company
made a loan to IESA (the "IESA Loan") of which USD18,134,699 in principal
amount was outstanding as of December 31, 2005 and that, upon delivery of
the IESA Shares, the Company shall be entitled to set off and, therefore,
reduce the IESA Loan, by the amount of USD5,766,824.32.
(c) Consequently, as of the date hereof and upon execution
of this Agreement, the Company shall hold directly 69,262,447 ordinary
shares of common stock of Atari, Inc.
(d) The parties agree to take such further actions and
execute such further documents, if any, as may be reasonably required for
an effective transfer of the IESA Shares.
3. General Provisions.
(a) This Agreement and the other writings referred to herein
or delivered pursuant hereto which form a part hereof contain the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts
made and to be performed wholly therein without giving effect to the
principles of conflict of laws.
(c) The provisions of this Agreement may not be waived,
modified or amended without the written consent of each of the parties
hereto.
(d) This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute
but one agreement. Delivery of an executed counterpart of a signature page
to the Agreement by telecopy shall be effective as delivery of an original
executed counterpart of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the date first written above.
INFOGRAMES ENTERTAINMENT S.A.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
CALIFORNIA U.S. HOLDINGS, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Chief Finance Officer
INFOGRAMES INTERACTIVE, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title:
