Exhibit 10.12A
AMENDMENT NO. ONE TO THE LOAN
AND SECURITY AGREEMENT
This Amendment No. one To The Loan And Security Agreement (the
"Amendment") is entered into as of the 9th day of June, by and between ("UK
Sub"), with its registered office located at 00-00 Xxxxxx Xxxxxx, Xxxxxx, XX0
0XX, Great Britain, and with its principal business office at 00-00 Xxxxxx
Xxxxxx, Xxxxxx, XX0 0XX, Great Britain (collectively referred to as "Borrower")
and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), with a
place of business located at 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000-0000, in light of the following facts:
FACTS
FACT ONE: Foothill and Borrower have previously entered into that
certain Loan And Security Agreement, dated April 6, 2000 (the "Agreement").
FACT TWO: Foothill and Borrower desire to amend the Agreement as
provided herein. Terms defined in the Agreement which are used herein shall have
the same meanings as set forth in the Agreement, unless otherwise specified.
NOW, THEREFORE, Foothill and Borrower hereby modify and amend the
Agreement as follows:
1. Section 6.2 of the Agreement is hereby amended in its entirety to
read as follows:
"6.2 Collateral Reporting. Provide Agent (with copies for each
Lender) with the following documents at the following times in form reasonably
satisfactory to Agent:
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Weekly (Agent reserves (a) a sales journal, collection journal, and credit
the right, at its sole register since the last such schedule and a
discretion, to revert calculation of the Borrowing Base as of such date,
time to "Daily") and
(b) notice of all returns, disputes, or claims.
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Monthly (not later than (d) a detailed calculation of the Borrowing Base,
the 10th day of each (e) a detailed aging, by total, of the Accounts,
month) together with a reconciliation to the detailed
calculation of the Borrowing Base previously
provided to Agent,
(f) a summary and detailed listing, by vendor, of the
Obligors' accounts payable and any book overdraft,
(g) a report of all new copyrightable or patentable
materials generated by the Obligors during the prior
month identifying all such copyrightable materials
that are required to be registered pursuant to
Section 6.19, and patentable materials with respect
to which applications are required to by filed
pursuant to Section 6.20
(h) a detailed listing of all copyright applications
filed and all copyrights granted since the date of
the last report provided in compliance with this
subsection, and
(i) a calculation of Dilution for the prior month.
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Quarterly (h) a detailed list of Borrower's customers,
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Upon request by Agent (i) copies of invoices in connection with the
Accounts, credit memos, remittance advices, deposit
slips, shipping and delivery documents in connection
with the Accounts and, for Inventory and Equipment
acquired by an Obligor, purchase orders and invoices,
(j) such information to implement and continue
Agent's electronic collateral reporting system, and
(k) such other reports as to the Collateral, or the
financial condition of an Obligor, as Agent may
reasonably request.
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2. In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and
provisions of this Amendment shall govern. In all other respects, the Agreement,
as supplemented, amended and modified, shall remain in full force and effect.
IN WITNESS WHEREOF, Borrower and Foothill have executed this Amendment
as of the day and year first written above.
FOOTHILL CAPITAL CORPORATION THE 3DO COMPANY
a California Corporation
By By /s/ Xxxx Xxxxx
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Xxxxxxx Xxxxxxxx Print Name
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Its Vice President Its
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THE 3DO COMPANY
a Delaware Corporation
By /s/ Xxxx Xxxxx
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Print Name
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Its
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3DO EUROPE, LTD.
By /s/ Xxxxx Xxxx Xxxx
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Print Name
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Its
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By its acceptance below this day of June 9, 2000, the undersigned guarantor hereby reaffirms its UK Sub General
Continuing Guaranty dated April 6, 2000 and consents to the above-stated terms.
3DO EUROPE, LTD.
By
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Print Name
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Its
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By its acceptance below this day of June 9, 2000, the undersigned guarantor hereby reaffirms its Patent General
Continuing Guaranty dated April 6, 2000 and consents to the above-stated terms.
THE 3DO COMPANY
a Delaware corporation
By
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Print Name
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Its
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