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Exhibit 10.26g
MASTER ASSIGNMENT AND ACCEPTANCE
MASTER ASSIGNMENT AND ACCEPTANCE (this "Assignment and
Acceptance"), dated as of February 15, 2000, by and among the parties listed on
the signature pages hereof.
STATEMENT OF PURPOSE:
The Assignors referred to below are also party to that certain
Credit Agreement, dated as of September 11, 1998 (as heretofore amended,
supplemented or otherwise modified, the "Credit Agreement"), by and among GT
Interactive Software Corp. (the "Borrower"), the banks, financial institutions
and other entities party thereto as lenders (the "Existing Lenders"),
NationsBanc Xxxxxxxxxx Securities, LLC, as syndication agent, Fleet Bank, N.A.,
as documentation agent, and First Union National Bank ("First Union"), as
administrative agent for the Existing Lenders (in such capacity, the "Existing
Agent").
Infogrames Entertainment SA (the "Assignee") has informed the
Existing Agent and the Existing Lenders that it wishes to acquire from the
Existing Lenders all of their rights and obligations in respect of their
Commitments (including their Extensions of Credit) under the Credit Agreement
pursuant to this Assignment and Acceptance.
In connection with the acquisition by the Assignee of the
Commitments under the Credit Agreement pursuant to this Assignment and
Acceptance, the Existing Agent, concurrently with the effectiveness of this
Assignment and Acceptance, will resign as Administrative Agent under the Credit
Agreement and the other Loan Documents and, in connection with such resignation,
the Existing Agent will assign all of its rights in the Collateral (as defined
in the Security Documents) to the Assignee, as successor Administrative Agent
under the Credit Agreement and the other Loan Documents, pursuant to the
Collateral Assignment Agreement dated as of the date hereof.
The Existing Agent and the Assignors (as defined below) are
willing to enter into this Assignment and Acceptance.
NOW THEREFORE, each of the parties hereto hereby agrees as
follows:
1. Capitalized terms used herein and not otherwise defined
shall have their respective meanings set forth in the Credit Agreement.
2. Subject to the terms and conditions hereof, effective as of
the Assignment Effective Date (as defined below), each Existing Lender (each, an
"Assignor" and, collectively, the "Assignors") hereby irrevocably sells and
assigns to the Assignee, without recourse to such Assignor, and the Assignee
hereby irrevocably purchases and assumes from
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such Assignor, without recourse to such Assignor, all of such Assignor's
interest, rights and obligations under the Credit Agreement with respect to its
Commitments, including without limitation, its Extensions of Credit (as to each
such Assignor, its "Assigned Interest") under the Credit Agreement as set forth
on Schedule A. This Assignment and Acceptance is entered into pursuant to, and
authorized by, Section 13.10 of the Credit Agreement.
3. Each Assignor represents and warrants that it is the legal
and beneficial owner of the Assigned Interest being assigned by it hereunder and
that such Assigned Interest is free and clear of any adverse claim. Effective as
of the Assignment Effective Date, each Assignor which is the holder of one or
more Notes issued in its favor under the Credit Agreement severally agrees to
return the originals of such Notes to the Borrower as soon as practicable
following the Assignment Effective Date or, in the event any such Notes have
been lost or destroyed, to confirm to the Borrower in writing that such Notes
have been lost or destroyed.
4. The Borrower and the Existing Agent hereby agree that the
Assignee is an Eligible Assignee under the Credit Agreement.
5. Neither any Assignor nor the Existing Agent (a) makes any
representation or warranty or assumes any responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document or with respect to the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement, any other Loan Document, any other instrument or document
furnished pursuant thereto or any Collateral (as defined in the Security
Agreement and the Pledge Agreement) or the legality, validity, perfection or
priority of any Lien granted or purported to be granted pursuant to any Security
Document, or (b) makes any representation or warranty or assumes any
responsibility with respect to the financial condition of the Borrower, any of
its Subsidiaries or any other obligor or the performance or observance by the
Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement, any other Loan Document or
any other instrument or document furnished pursuant thereto.
6. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance, (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements furnished or delivered pursuant to Section 7.1 thereof and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance,
(c) agrees that it will, independently and without reliance upon any Assignor or
the Existing Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant thereto, (d) acknowledges that
effective as of the Assignment Effective Date, First Union is resigning as the
Existing Agent under the Credit Agreement and (e) agrees that it will be bound
by the provisions of the Credit Agreement and the other Loan Documents and will
perform in accordance with their terms all the obligations which by the terms of
the
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Credit Agreement and the other Loan Documents are required to be performed by it
as a Lender.
7. This Assignment and Acceptance shall become effective upon
the satisfaction of the following conditions (the date upon which such
conditions are first satisfied is referred to as the "Assignment Effective
Date"): (a) the execution and delivery of this Assignment and Acceptance by each
of the parties hereto; (b) the receipt by the Existing Agent from the Assignee
by wire transfer of freely and immediately available funds to the account
specified on Schedule B, (i) for the account of the Existing Lenders, in an
amount equal to the aggregate principal amount of all Loans outstanding under
the Credit Agreement as set forth on Schedule B, (ii) for the account of the
Existing Lenders, in an amount equal to the amount payable in respect of all
accrued and unpaid interest and all fees and any other amounts payable under the
Credit Agreement as of February 15, 2000, including without limitation, amounts
payable under Sections 3.3, 4.3 and 13.2 of the Credit Agreement, and (iii) for
its own account, in an amount payable under Section l3.10(b)(v) of the Credit
Agreement with respect to each assignment by an Assignor under this Assignment
and Acceptance; and (c) the receipt by the Issuing Lender of cash collateral in
the manner set forth in Section 2.5(c) of the Credit Agreement pursuant to
documentation in form and substance reasonably satisfactory to the Issuing
Lender in an amount, as set forth on Schedule B, equal to 105% of the aggregate
outstanding undrawn face amount of all Letters of Credit issued by the Issuing
Lender under the Credit Agreement. If the Assignment Effective Date does not
occur on February 15, 2000, the amounts payable under clause (b)(i) and (ii)
above shall be updated pursuant to a new Schedule B to be prepared by the
Existing Agent.
8. From and after the Assignment Effective Date, (a) each
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement and the other Loan Documents, (b) the Issuing Lender hereby releases
each of the Assignors from its obligations to the Issuing Lender as an L/C
Participant in respect of Letters of Credit issued by the Issuing Lender under
the Credit Agreement which are outstanding on the Assignment Effective Date, (c)
the Existing Agent, the Issuing Lender and each Existing Lender shall continue
to be entitled to the benefit of each of the provisions of the Credit Agreement
which are stated to survive the termination of the Credit Agreement and the
payment of all amounts owing thereunder, including without limitation, Sections
4.11, 12.7 and 13.2 of the Credit Agreement, and any amounts owing thereunder
shall constitute "Obligations" under the Pledge Agreement and the Security
Agreement and "Borrower Obligations" under the Guaranty Agreement and (d) the
Issuing Lender shall cease to have any obligation to issue any Letters of Credit
under the Credit Agreement. Notwithstanding the foregoing, each of the Existing
Lenders, in their capacities as Holders under, and as defined in, each of the
Warrant Agreement and the Registration Rights Agreement shall retain their
rights and interests in effect as of the Assignment Effective Date under each of
the Warrant Agreement and the Registration Rights Agreement, which in each case
shall remain in full force and effect.
9. The Borrower, on behalf of the Borrower and the Guarantors,
for themselves and on behalf of their respective officers, directors, employees,
and their respective successors and assigns, do hereby forever (a) release,
discharge and acquit each of the Existing
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Agent and the Existing Lenders and their respective parents, subsidiaries and
affiliate corporations, officers, directors, shareholders, employees, attorneys,
agents and servants, and their respective predecessors, successors and assigns
(collectively, the "Released Parties"), of and from any and all claims, demands,
obligations, liabilities, indebtedness, responsibilities, disputes, breaches of
contract, breaches of duty or any relationship, acts, omissions, cause or causes
of action (whether at law or in equity), debts, sums of money, accounts,
compensations, contracts, controversies, promises, damages, costs, rights of
offset, losses and expenses, of every type, kind, nature, description or
character, whensoever arising out of any actions or omissions of the Released
Parties occurring at any time through the date hereof, and irrespective of how,
why, or by reason of what facts, whether heretofore or now existing, held or
alleged, or which could, might or may be claimed to exist, of whatever kind or
nature, whether known or unknown, suspected or unsuspected, liquidated or
unliquidated, matured or unmatured, fixed or contingent (collectively, the
"Claims"), against the Released Parties, or any of them, each as though fully
set forth herein at length which in any way arise out of, are connected with or
relate to the Credit Agreement or the other Loan Documents or to the loans and
other financial accommodations made pursuant to and evidenced by the Credit
Agreement or to the Obligations, any and all guaranties of the Borrower
Obligations (as defined in the Guaranty Agreement) and/or any and all collateral
security for the Obligations (as defined in the Security Documents), as well as
any action or inaction of any Released Party with respect to the Credit
Agreement or any other Loan Document or to the loans and other financial
accommodations made pursuant to and evidenced by the Credit Agreement, or to the
Obligations, any and all guaranties of the Borrower Obligations (as defined in
the Guaranty Agreement) and/or any and all collateral security for the
Obligations (as defined in the Security Documents), but excluding any Claim
arising as a result of a breach of this Assignment and Acceptance by the
Released Parties, and (b) agree not to bring any action in any judicial,
administrative or other proceeding against the Released Parties, or any of them,
alleging any such Claim, except in the case of any Claim arising as a result of
a breach of this Assignment and Acceptance.
10. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. EACH OF THE
ASSIGNORS AND THE ASSIGNEE HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION
OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND ACCEPTANCE.
11. This Assignment and Acceptance may be executed in one or
more counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument. This Assignment and
Acceptance is being executed and delivered pursuant to Section 13.10(b) of the
Credit Agreement and is hereby deemed to be recorded in the Register pursuant to
Section 13.10(d) of the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers.
BORROWER:
GT INTERACTIVE SOFTWARE CORP.
By:
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Name:
Title:
ASSIGNORS:
FIRST UNION NATIONAL BANK,
as Existing Agent, as Issuing Lender
and as an Existing Lender
By:
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Name:
Title:
BANK OF AMERICA., N.A.
By:
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Name:
Title:
EUROPEAN AMERICAN BANK
By:
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Name:
Title:
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FLEET BANK, N.A.
By:
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Name:
Title:
NATIONAL BANK OF CANADA
By:
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Name:
Title:
By:
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Name:
Title:
THE BANK OF NOVA SCOTIA
By:
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Name:
Title:
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ASSIGNEE:
INFOGRAMES ENTERTAINMENT, S.A.
By:
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Name:
Title:
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