ACCLAIM ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKAcclaim Entertainment Inc • May 20th, 2003 • Services-prepackaged software
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE, “BLUE SKY” OR SIMILAR SECURITIES LAW.
GMAC COMMERCIAL FINANCE LLCAcclaim Entertainment Inc • May 20th, 2003 • Services-prepackaged software
Reference is made to the Revolving Credit and Security Agreement, dated as of January 1, 1993, by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”) and GMAC Commercial Finance LLC, successor by merger with GMAC Commercial Credit LLC, formerly known as BNY Factoring LLC, as successor by merger to BNY Financial Corporation (“Lender”), as amended and restated on February 28, 1995 (as so amended and as the same now exists or may hereafter be amended, restated, renewed, replaced, substituted, supplemented, extended, or otherwise modified, the “Credit Agreement”) and to the Limited Guaranty dated February 13, 2003 executed by Gregory E. Fischbach (“Pledgor”) in favor of the Lender (the “February Guaranty”) and to the Letter Re: Cash Deposit dated Februa
AMENDED AND RESTATED LIMITED GUARANTYAcclaim Entertainment Inc • May 20th, 2003 • Services-prepackaged software • New York
Reference is made to the Revolving Credit and Security Agreement, dated as of January 1, 1993, by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”) and GMAC Commercial Finance LLC, successor by merger with GMAC Commercial Credit LLC, formerly known as BNY Factoring LLC, as successor by merger to BNY Financial Corporation (together with its successors and assigns, the “Lender”), as amended and restated on February 28, 1995 (as heretofore amended, and as the same now exists or may hereafter be amended, restated, renewed, replaced, substituted, supplemented, extended, or otherwise modified, the “Credit Agreement”), and to the Limited Guaranty dated February 13, 2003 executed by the undersigned in favor of Lender (the “February Guaranty”), which is am
Letterhead]Acclaim Entertainment Inc • May 20th, 2003 • Services-prepackaged software
The purpose of this letter is to memorialize the agreement between Acclaim Entertainment, Inc. (the “Company”) and each of Gregory Fischbach and James Scoroposki (each a “Guarantor” and collectively, the “Guarantors”) with regard to each of the Guarantors’ guarantee (the “Guaranty”) of the Company’s obligations under a revolving credit and security agreement dated as of January 1, 1993, as amended (the “Loan Agreement”) by and between the Company and GMAC Commercial Finance LLC (the “Lender”). In furtherance of the Guaranty requested by the Lender each of the Guarantors has deposited with and pledged to Lender the sum of One Million ($1,000,000) Dollars (the “Cash Collateral”), pursuant to (i) a Cash Deposit Letter, dated March 31, 2003, between each Guarantor and Lender, a copy of which is attached hereto as Exhibit A, (ii) a Limited Guaranty, dated March 31, 2003, between each Guarantor and Lender, a copy of which is attached hereto as Exhibit B, and (iii) an Amendment and Modificati
GMAC COMMERCIAL FINANCE LLCAcclaim Entertainment Inc • May 20th, 2003 • Services-prepackaged software
Reference is made to the Revolving Credit and Security Agreement, dated as of January 1, 1993, by and among ACCLAIM ENTERTAINMENT, INC. (“AEI”), ACCLAIM DISTRIBUTION INC. (“ADI”), LJN TOYS, LTD. (“LJN”), ACCLAIM ENTERTAINMENT CANADA, LTD. (“Canada”) and ARENA ENTERTAINMENT INC. (“Arena”; together with AEI, ADI, LJN and Canada, individually, a “Borrower” and collectively, the “Borrowers”) and GMAC Commercial Finance LLC, successor by merger with GMAC Commercial Credit LLC, formerly known as BNY Factoring LLC, as successor by merger to BNY Financial Corporation (sometimes referred to herein as “Lender”), as amended and restated on February 28, 1995 (as so amended and as from time to time thereafter amended, the “Credit Agreement”); the Stock Pledge and Security Agreement, dated July 18, 2001, executed by James R. Scoroposki (“Scoroposki”) in favor of Lender (as amended, the “Scoroposki Pledge Agreement”); and the Stock Pledge and Security Agreement, dated July 18, 2001, executed by Grego
