Atari 2009 Annual Report Download - page 163

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
163
The table below shows the carrying amount of the assets pledged by the Group (other than Atari Inc.) as of
March 31, 2009 (€ millions):
Pledged assets
Effective date
of pledge
Expiration date
Value of
pledged
assets (a)
Balance
sheet total
(b)
%
(a)/(b)
Intangible assets (1)
April 16, 2003
(renewed on
April 13, 2006)
December 31, 2009
-
€44.6
0.0%
Financial assets (2)
April 16, 2003
(renewed on
April 13, 2006)
December 31, 2009
€214.3
€225.9
94.8%
(1) The carrying amount in the consolidated financial statements of most games pledged by Atari Europe is not material, as most of it
has been amortized; the amount of €44.6 million is taken from the consolidated financial statements.
(2) The carrying amount of those shares and of the related shareholder loans is shown in the parent company financial statements as
of March 31, 2009 and is the only relevant value, as the subsidiaries concerned are consolidated. The balance sheet amount is the
amount shown in the parent company financial statements.
On behalf of Atari Inc. in the United States
In 2006, Atari Inc. negotiated a financing agreement for up to USD 15 million (€10.3 million) with Guggenheim Corporate
Funding, LLC and a syndicate of lenders. On October 1, 2007, an addendum reduced the amount available under the
facility to USD 3 million (€2.05 million).
On October 18, 2007, BlueBay High Yield Investments (Luxembourg) SARL, a BlueBay affiliate, purchased the balance
of the Guggenheim Corporate Funding, LLC loans.
Atari Inc. was then granted a credit facility by BlueBay High Yield Investments (Luxembourg) SARL for USD 10 million
(€6.8 million) expiring on December 31, 2009, to replace the Guggenheim facility.
The loans are secured by Atari Inc.‟s trade receivables, inventories and all of its intangible assets and property, plant and
equipment. On December 4, 2007, the facility was increased to USD 14 million (€8.5 million).
As part of the ORANE-BSA issue carried out in January 2009 the Company undertook to pay off the €14 million loan
granted by BlueBay to Atari Inc. under this facility. This loan was therefore fully repaid as of March 31, 2009.
Undertaking to pledge or to keep certain assets free of liens and encumbrances
As part of the previously mentioned bank refinancing, Atari and its principal subsidiaries have undertaken to refrain from
creating security interests on their current or future assets without the consent of BOA (including in the form of counter
guarantees for security given by any member of the Group), without issuing an equivalent pari passu security in favor of
the lender or creating an equivalent security interest.
Guarantees given by the Company and Atari Europe SAS
In connection with the financing of its operations, the Company has given parent-company guarantees to Group
subsidiaries for a total of €11.97 million for overdraft facilities and cash loans in favor of Atari Italia (€10.67 million) and
Atari España (€1.3 million). The Company is also a guarantor of financial obligations of AUS 8.5 million (€4.9 million) by
its Atari Australia subsidiary.
The Company and Atari Europe provided joint and several guarantees to their subsidiaries in connection, inter alia, with
the April 13, 2006 refinancing of the Banc of America debt, covering the following:
Debt guaranteed
Guaranteed principal
(plus interest and expenses)
(€ millions)
Due date
Short-term credit facility *
62**
31/2009
Other local facilities extended by banks (Italy,
Spain, Australia)
16.9
_
* Including the bank guarantees referred to above.
** The additional €15 million short-term drawdown was credited to Atari S.A. on April 3, 2009.
OTHER GUARANTEES
The Company is also guarantor of Atari Europe's obligations to production funds; the aggregate amount guaranteed as
of March 31, 2008 is €2.2 million (not including any royalties payable).