EXHIBIT 99.16
AMENDMENT NUMBER 1 OF
WARRANT TO PURCHASE COMMON STOCK OF
INTERPLAY ENTERTAINMENT CORP.
THIS AMENDMENT NUMBER 1 OF WARRANT TO PURCHASE COMMON STOCK OF INTERPLAY
ENTERTAINMENT CORP. (this "Amendment") is entered into as of April 17, 2000 by
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and between INTERPLAY ENTERTAINMENT CORP., a Delaware corporation (the
"Company"), and XXXXX INTERACTIVE SA, a French corporation ("Xxxxx"), with
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reference to the following facts:
A. On April 14, 2000, the Company issued to Xxxxx that certain Warrant to
Purchase Common Stock of Interplay Entertainment Corp. (the "Warrant") granting
Xxxxx the right to purchase up to 100,000 shares of the Company's common stock
under the terms and conditions set forth therein.
B. The Company and Xxxxx desire to amend the Warrant.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
I. The paragraph immediately following the title of the Warrant is deleted in
its entirety and replaced with the following:
"This is to certify that, for value received, Xxxxx Interactive SA, or a
proper assignee (in each case, the `Holder'), is entitled to purchase,
subject to the provisions of this Warrant, from Interplay Entertainment
Corp., a Delaware corporation (the `Company'), having its principal place
of business at 00000 Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000, at any
time during the period beginning with the initial Borrowing (as defined
below) (the `Commencement Date') to 5:00 p.m., California time, on April
14, 2010 (the `Expiration Date') at which time this Warrant shall expire
and become void, up to a maximum of One Hundred Thousand (100,000) shares
(`Warrant Shares') of the Company's Common Stock (the `Common Stock').
This Warrant shall be exercisable at Three and 79/100 Dollars ($3.79) per
share (the `Exercise Price'). The number of shares of Common Stock to be
received upon exercise of this Warrant and the Exercise price shall be
adjusted from time to time as set forth below. This Warrant also is
subject to the following terms and conditions:"
II. Section 1(a) of the Warrant is deleted in its entirety and replaced with
the following:
"(a) This Warrant shall only vest and be exercisable in the
event, and based on the amount, that the Company borrows (a 'Borrowing')
under that certain Revolving Credit Facility provided for in Section 10.2
of that certain Stock Purchase Agreement, dated as of April 14, 2000, by
and between Xxxxx and Interplay (the 'Credit Facility'). In the event of a
Borrowing, the number of Warrant Shares for which this Warrant shall vest
and be exercisable shall equal the total number of Warrant Shares
multiplied by a fraction, the numerator of which shall be the maximum
principal amount outstanding at any
one time under the Credit Facility during the term thereof, and the
denominator of which shall be $5,000,000. Warrant Shares becoming
exercisable pursuant to the immediately preceding sentence shall remain
exercisable regardless of whether any principal amount remains outstanding
under the Revolving Credit Facility. For example, if the maximum amount
outstanding at any time during the term of the Credit Facility is
$3,000,000, this Warrant shall be exercisable for 60,000 Warrant Shares.
Following the expiration or termination of the Credit Facility, the Company
and Holder shall execute a memorandum setting forth the maximum amount
outstanding at any time during the term of the Credit Facility, and shall
append such memorandum to this Warrant."
III. The first sentence of Section 1(b) is deleted in its entirety and replaced
with the following:
"This Warrant (to the extent exercisable under Section 1(a) above) may be
exercised in whole or in part (but only with respect to the number of
Warrant Shares vesting pursuant to Section 1(a) hereof) at any time from
and after the initial Borrowing and before the Expiration Date, but if such
date is a day on which federal or state chartered banking institutions
located in the State of California are authorized to close, then on the
next succeeding day on which such institutions are open."
IV. The Warrant and this Amendment constitute the entire agreement between the
parties on the subject matter hereof, and no amendment of the terms herein or
therein shall be valid unless made in a writing signed by the parties. Delaware
law shall govern the interpretation and enforcement of this Amendment without
regard to conflicts of laws principles. Unless otherwise defined herein, terms
used herein shall bear the same respective meanings ascribed to such terms in
the Warrant. Except as amended hereby, the Warrant remains in full force and
effect. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective duly authorized officers as of the day and year
first above written.
INTERPLAY ENTERTAINMENT CORP., a Delaware
corporation
By: /s/ Xxxxx Xxxxx
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An Authorized Officer
XXXXX INTERACTIVE SA, a French corporation
By: /s/ Herve Caen
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An Authorized Officer
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