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Exhibit 10.1
FOURTH AMENDMENT DATED AS OF JUNE 10, 2002 TO CREDIT AGREEMENT
DATED AS OF SEPTEMBER 20, 2000
This Fourth Amendment dated as of June 10, 2002 to Credit Agreement dated
as of September 20, 2000 (this "AMENDMENT") is made by and among MIDWAY GAMES
INC., a Delaware corporation (the "COMPANY"), the financial institutions parties
hereto (the "BANKS"), and Bank of America, N.A., as letter of credit issuing
bank and as agent for the Banks (in its capacity as agent, together with any
successors and assigns, the "AGENT"). Terms used but not defined herein have the
meanings specified in the Credit Agreement referenced below.
W I T N E S S E T H:
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WHEREAS, the Company, the Banks, the Issuing Bank and the Agent are parties
to that certain Credit Agreement dated as of September 20, 2000 (as amended or
modified and in effect on the date hereof, the "CREDIT AGREEMENT");
WHEREAS, the Company has requested that the Banks, the Issuing Bank and the
Agent agree to amend or modify the Credit Agreement as set forth herein; and
WHEREAS, the Agent, the Banks and the Issuing Bank are willing to amend and
modify the Credit Agreement, subject to the terms and conditions contained
herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration (the receipt,
adequacy and sufficiency of which are hereby acknowledged), the parties hereto,
intending legally to be bound, hereby agree as follows:
SECTION 1
AMENDMENT TO THE CREDIT AGREEMENT
The Credit Agreement is hereby amended as follows:
(a) Section 7.12 of the Credit Agreement is amended to read in its
entirety as follows:
7.12 USE OF PROCEEDS. The Company shall use the proceeds of the Loans
(i) to refinance existing Indebtedness, and (ii) for working capital
purposes. In no event will the proceeds of the Loans be used to purchase or
carry any Margin Stock.
(b) Section 8.11 of the Credit Agreement is amended to read in its
entirety as follows:
8.11 RESTRICTED PAYMENTS. The Company shall not declare or make any
dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any shares of any class of its
capital stock (whether common or preferred stock), or purchase, redeem or
otherwise acquire for value any shares of its capital stock or any
warrants, rights or options to acquire such shares, now or hereafter
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outstanding; except that the Company may, so long as immediately before and
after giving effect to such action, no Default or Event of Default shall
exist:
(i) declare and make dividend payments or other distributions
payable solely in its common stock;
(ii) make distributions of its equity securities to effect a
conversion or exchange of any preferred stock for such equity
security; or
(iii) declare and pay cash or in-kind dividends on the preferred
stock issued by the Company after April 30, 2001; and
(iv) repurchase shares of its capital stock, provided that the
aggregate purchase price of all such shares so repurchased shall not
exceed $25,000,000.
SECTION 2
WARRANTIES
The Company warrants to the Agent and the Banks as of the date hereof
that:
(a) After giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement are true and correct in all
material respects on and as of the date hereof with the same effect as if made
on the date hereof (except to the extent such representations and warranties
expressly refer to an earlier date).
(b) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing or will result from this Amendment.
(c) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any Governmental Authority) in
order to be effective and enforceable.
(d) The Credit Agreement as modified by this Amendment constitutes
the legal, valid and binding obligation of the Company, enforceable against it
in accordance with its terms as modified by the terms of this Amendment, except
as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditor's rights generally or by
equitable principles relating to enforceability.
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SECTION 3
CONDITIONS PRECEDENT TO EFFECTIVENESS
This Amendment shall become effective as of June 10, 2002 (the
"EFFECTIVE DATE"), PROVIDED, HOWEVER, that the effectiveness of this Amendment
is subject to the receipt by the Agent of counterparts of this Amendment
executed by the Company and the Banks.
SECTION 4
GENERAL
(a) As hereby modified, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified,
approved and confirmed in all respects.
(b) The Company acknowledges and agrees that the execution and
delivery by the Agent and the Banks of this Amendment shall not be deemed to
create a course of dealing or otherwise obligate the Agent or the Banks to
execute similar modifications under the same or similar circumstances in the
future.
(c) Upon execution and delivery of this Amendment, this Amendment
shall be binding upon and shall inure to the benefit of the Company, the Agent
and the Banks and their respective successors and assigns.
(d) The Company agrees to pay all fees and out-of-pocket costs and
expenses of the Agent (including reasonable attorneys' fees and expenses of
counsel to the Agent and the Banks) in connection with the preparation and
execution of this Amendment.
(e) This Amendment may be executed in any number of counterparts and
by the different parties on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
Delivered at Chicago, Illinois, as of the date and year first above written.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused the execution and
delivery hereof by their respective representatives thereunto duly authorized as
of this 10th day of June, 2002.
COMPANY
MIDWAY GAMES INC.
By: /s/ Thomas E. Powell
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Name: Thomas E. Powell
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Title: Executive Vice President--Finance,
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Treasurer and Chief Financial Officer
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AGENT
BANK OF AMERICA , N.A., as Agent
By: /s/ David A. Johanson
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Name: David A. Johanson
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Title: Vice President
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ISSUING BANK
BANK OF AMERICA , N.A., as Issuing Bank
By: /s/ Brian Ruddy
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Name: Brian Ruddy
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Title: Vice President
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BANKS
BANK OF AMERICA , N.A., as a Bank
By: /s/ Brian Ruddy
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Name: Brian Ruddy
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Title: Vice President
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LASALLE BANK NATIONAL ASSOCIATION as a Bank
By: /s/ David A. Chaika
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Name: David A. Chaika
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Title: AVP
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GUARANTOR ACKNOWLEDGMENT
The undersigned, each a guarantor or third party pledgor with respect
to the Company's obligations to the Agent and the Banks under the Credit
Agreement, each hereby (i) acknowledge and consent to the execution, delivery
and performance by the Company of the foregoing Fourth Amendment to the Credit
Agreement ("AMENDMENT"), and (ii) reaffirm and agree that the respective
guaranty, third party pledge or security agreement to which the undersigned is
party and all other documents and agreements executed and delivered by the
undersigned to the Agent and the Banks in connection with the Credit Agreement
are in full force and effect, without defense, offset or counterclaim.
Capitalized terms used herein have the meanings specified in the Amendment.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, each of the undersigned guarantors have caused the
execution and delivery of the Guarantor's Acknowledgment by their respective
representatives thereunto duly authorized as of this 10th day of June 2002.
GUARANTORS
MIDWAY INTERACTIVE INC.
By: /s/ Thomas E. Powell
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Name: Thomas E. Powell
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Title: Vice President--Finance and Treasurer
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MIDWAY HOME ENTERTAINMENT INC.
By: /s/ Thomas E. Powell
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Name: Thomas E. Powell
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Title: Vice President--Finance and Treasurer
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MIDWAY GAMES WEST INC.
By: /s/ Thomas E. Powell
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Name: Thomas E. Powell
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Title: Senior Vice President--Finance
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MIDWAY AMUSEMENT GAMES, LLC
By: /s/ Thomas E. Powell
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Name: Thomas E. Powell
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Title: Vice President--Finance, Treasurer and
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Chief Financial Officer
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MIDWAY SALES COMPANY, LLC
By: /s/ Thomas E. Powell
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Name: Thomas E. Powell
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Title: Vice President--Finance, Treasurer and
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Chief Financial Officer
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