SUPPLEMENT TO SECURITY AGREEMENT
Supplement
No. 1 (this "Supplement")
dated
as of November 16, 2007, to the Security Agreement dated as of July 3, 2007
(as
amended, restated, supplemented or otherwise modified from time to time, the
"Security
Agreement")
by
each of the parties listed on the signature pages thereto and those additional
entities that thereafter become grantors thereunder (collectively, jointly
and
severally, "Grantors" and each individually "Grantor")
and
XXXXX FARGO FOOTHILL, INC. in its capacity as Agent for the Lender Group and
the
Bank Product Providers (together with its successors and assigns in such
capacity, "Agent").
WITNESSETH:
WHEREAS,
pursuant to that certain Amended and Restated Credit Agreement dated as of
November 16, 2007 (as amended, restated, supplemented, renewed, extended,
replaced or otherwise modified from time to time, including all schedules
thereto, the "Credit
Agreement")
by and
among Take-Two Interactive Software, Inc., a Delaware corporation ("Parent"),
each
of Parent's Subsidiaries identified on the signature pages thereof as Borrowers
(such Subsidiaries, together with Parent, are referred to hereinafter each
individually as a "Borrower",
and
individually and collectively, jointly and severally, as "Borrowers"),
each
of Parent's Subsidiaries identified on the signature pages thereof as Guarantors
(such Subsidiaries are referred to hereinafter each individually as a
"Guarantor",
and
individually and collectively, jointly and severally, as "Guarantors"),
the
lenders from time to time party thereto as "Lenders" ("Lenders"),
Citicapital Commercial Corporation, as the syndication agent for the Lenders
("Syndication
Agent")
and
Agent, the Lender Group is willing to make certain financial accommodations
available to Borrowers from time to time pursuant to the terms and conditions
thereof;
WHEREAS,
capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement or the Credit
Agreement;
WHEREAS,
Grantors have entered into the Security Agreement in order to induce the Lender
Group to make certain financial accommodations to Borrowers; and
WHEREAS,
pursuant to Section
5.16
of the
Credit Agreement, new direct or indirect Subsidiaries of Borrowers and
Guarantors (other than Inactive Subsidiaries), must execute and deliver to
Agent
certain Loan Documents, including the Security Agreement, and the execution
of
the Security Agreement by the undersigned new Grantor or Grantors (collectively,
the "New
Grantors")
may be
accomplished by the execution of this Supplement in favor of Agent, for the
benefit of the Lender Group and the Bank Product Providers;
NOW,
THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each New Grantor hereby agrees as follows:
1. In
accordance with Section
24
of the
Security Agreement, each New Grantor, by its signature below, becomes a
"Grantor" under the Security Agreement with the same force and effect as if
originally named therein as a "Grantor" and each New Grantor hereby (a) agrees
to all of the terms and provisions of the Security Agreement applicable to
it as
a "Grantor" thereunder and (b) represents and warrants that the representations
and warranties made by it as a "Grantor" thereunder are true and correct on
and
as of the date hereof, in all material respects. In furtherance of the
foregoing, each New Grantor, as security for the payment and performance in
full
of the Secured Obligations, does hereby grant, assign, and pledge to Agent,
for
the benefit of the Lender Group and the Bank Product Providers, a continuing
security interest in and security title to all assets of such New Grantor
including, all property of the type (including the exceptions) described in
Section
2
of the
Security Agreement to secure the full and prompt payment of the Secured
Obligations, including, any interest thereon, plus reasonable attorneys' fees
and expenses if the Secured Obligations represented by the Security Agreement
are collected by law, through an attorney-at-law, or under advice therefrom.
Schedule
1,
"Commercial Tort Claims", Schedule
2,
"Copyrights", Schedule
3,
"Intellectual Property Licenses", Schedule
4,
"Patents", Schedule
5,
"Pledged Companies", Schedule
6,
"Trademarks", Schedule
7,
"Owned
Real Property", Schedule
8,
"List
of Uniform Commercial Code Filing Jurisdictions", Schedule
9,
"Motor
Vehicles", and Schedule
10,
"Pledged Notes" attached hereto supplement Schedule
1, Schedule
2,
Schedule
3, Schedule
4,
Schedule
5, Schedule
6,
Schedule
7,
Schedule
8,
Schedule
9,
and
Schedule
10
respectively, to the Security Agreement and shall be deemed a part thereof
for
all purposes of the Security Agreement. Each reference to a "Grantor" in the
Security Agreement shall be deemed to include each New Grantor. Notwithstanding
anything to the contrary contained in the Security Agreement, the security
interest granted by U.K. Guarantor or any other Foreign Subsidiary that becomes
a Grantor under the Security Agreement, respectively, shall only secure the
payment and performance of all the Secured Obligations of U.K. Borrower and
U.K.
Guarantor, respectively, and not the Secured Obligations of any other Grantor.
The Security Agreement is incorporated herein by reference.
2. Each
New
Grantor represents and warrants to Agent, the Lender Group and the Bank Product
Providers that this Supplement has been duly executed and delivered by such
New
Grantor and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as enforceability thereof may
be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
3. This
Supplement may be executed in multiple counterparts, each of which shall be
deemed to be an original, but all such separate counterparts shall together
constitute but one and the same instrument. Delivery of a counterpart hereof
by
facsimile transmission or by e-mail transmission shall be as effective as
delivery of a manually executed counterpart hereof.
4. Except
as
expressly supplemented hereby, the Security Agreement shall remain in full
force
and effect.
5. This
Supplement shall be construed in accordance with and governed by the laws of
the
State of New York, without regard to the conflict of laws principles
thereof.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, each New Grantor and Agent have duly executed this Supplement
to the Security Agreement as of the day and year first above
written.
| NEW GRANTORS: | ||
|
TAKE-TWO
GB LIMITED,
a
company incorporated under the laws of England and
Wales
|
||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||
|
Title:
Director
|
||
|
JOYTECH
EUROPE LIMITED
a
company incorporated under the laws of England and
Wales
|
||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||
|
Title:
Director
|
||
|
|
||
|
|
|
TAKE
TWO INTERACTIVE SOFTWARE EUROPE LIMITED
a
company incorporated under the laws of England and
Wales
|
||||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
DMA
DESIGN HOLDINGS LIMITED
a
company incorporated under the laws of England and Wales
|
|
|||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
ROCKSTAR
LINCOLN LIMITED
a
company incorporated under the laws of England and Wales
|
|
|||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
ROCKSTAR
LEEDS LIMITED
a
company incorporated under the laws of England and
Wales
|
||||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
ROCKSTAR
LONDON LIMITED
a
company incorporated under the laws of England and Wales
|
|
|||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
ROCKSTAR
NORTH LIMITED
a
company incorporated under the laws of England and Wales
|
|
|||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
ROCKSTAR
INTERNATIONAL LIMITED
a
company incorporated under the laws of England and Wales
|
|
|||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
VENOM
GAMES LIMITED
a
company incorporated under the laws of England and Wales
|
|
|||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
||||
|
TAKE
TWO INTERNATIONAL SA,
a
company incorporated under the laws of Switzerland
|
|
|||
|
By:
/s/ Xxxxxx X.
Xxxxxxx
|
||||
|
Name:
Xxxxxx X.
Xxxxxxx
|
||||
|
Title:
Director
|
| AGENT: | XXXXX FARGO FOOTHILL, INC. | |
|
By:
/s/ Xxxxxxx
Xxxxx
|
||
|
Name:
Xxxxxxx
Xxxxx
|
||
|
Title:
Vice
President
|
