Fifth Amendment To Loan & Security Agreement

AMENDMENT NUMBER FIVE
TO LOAN AND SECURITY AGREEMENT


This AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of February 12, 2002, among the lenders identified on the signature pages hereof (the "Lenders"), FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders (the "Agent"), THE 3DO COMPANY, a California corporation ("Borrower"), THE 3DO COMPANY, a Delaware corporation ("Parent"), and 3DO EUROPE, LTD., a company incorporated under the laws of England ("UK Sub"), with reference to the following:


WHEREAS, the Obligors have previously entered into that certain Loan and Security Agreement, dated as of April 6, 2000, as amended by that certain Amendment Number One to Loan and Security Agreement, dated as of June 9, 2000, by that certain Amendment Number Two to Loan and Security Agreement, dated as of September 18, 2000, by that certain Amendment Number Three to Loan and Security Agreement, dated as of December 1, 2000, and by that certain Amendment Number Four to Loan and Security Agreement, dated as of August 14, 2001 (as so modified and as otherwise heretofore amended, modified or supplemented from time to time, the "Agreement"), with the Lender Group, pursuant to which the Lender Group has made certain loans and financial accommodations available to the Obligors. Terms used herein without definitions shall have the meanings ascribed to them in the Agreement;


WHEREAS, the Obligors have requested that Agent and the Lenders amend the Agreement in accordance with the terms and conditions hereof; and


WHEREAS, Agent and the Lenders are willing to amend the Agreement in accordance with the terms and conditions hereof.


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. Amendments To The Agreement.


(a) Section 1.1 of the Agreement is hereby amended by amending and restating the definition of "Tangible Net Worth" in its entirety to read as follows:


"Tangible Net Worth" means, as of any date of determination, the amount equal to (a) all assets of Parent and its Subsidiaries, minus (b) all liabilities of Parent and its Subsidiaries, minus (c) all Intangible Assets of Parent and its Subsidiaries, determined on a consolidated basis according to GAAP.


(b) Section 7.19(a) of the Agreement is hereby amended and restated in its entirety to read as follows:


(a) Tangible Net Worth. Fail to maintain Tangible Net Worth of not less than the required amount set forth in the following table for the applicable period set forth opposite thereto:


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Measurement Date Tangible Net Worth
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November 2001 $34,500,000
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December 2001 $26,500,000
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January 2002 $23,000,000
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February 2002 $20,500,000
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March 2002 $22,000,000
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2. Conditions Precedent to Amendment. The satisfaction of each of the following, unless waived or deferred by Agent in its sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof:


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