FIRST AMENDMENT TO
CREDIT AGREEMENT
Dated as of June 4, 1998
FIRST AMENDMENT dated as of June 4, 1998 (the "Amendment"), to Credit
Agreement, dated as of May 11, 1998 (as amended, the "Credit Agreement"), among
THE TOPPS COMPANY, INC., a Delaware corporation (the "Borrower"), the LENDERS
party hereto (the "Lenders"), and THE CHASE MANHATTAN BANK, as Agent (in such
capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, on May 11, 1998, the Borrower, the Lenders and the Agent entered
into the Credit Agreement pursuant to which the Lenders provided to the Borrower
a term loan facility in the principal amount of $24,950,000 and a revolving
credit facility of up to $9,450,000,
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement to increase the allowed amount for investments by the Borrower in its
Subsidiaries, and the Lenders have agreed to do so on the terms and conditions
set forth herein;
WHEREAS, unless otherwise defined herein, capitalized terms defined in the
Credit Agreement and used herein are used herein as therein defined.
NOW THEREFORE, the parties to this Amendment, for valuable consideration
the receipt and sufficiency of which are hereby acknowledged, hereto agree as
follows:
SECTION 1. AMENDMENT TO SECTION 6.04 Section 6.04 of the Credit Agreement
is hereby amended by replacing the number "$3,000,000" at the end of subsection
(c) thereof with "$10,000,000".
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower and each of the
Guarantors hereby represents and warrants that:
(a) each of the representations and warranties contained in Article III of
the Credit Agreement and in each of the other Loan Documents is true and
correct (provided that any representations and warranties which speak to a
specific date shall remain true and correct as of such specific date);
(b) after giving effect to this Amendment, there does not exist a Default
or an Event of Default as of the date hereof;
(c) the execution, delivery and performance by the Borrower of this
Amendment (i) are within the corporate powers of the Borrower, (ii) have
been duly authorized by all necessary corporate and, if required,
stockholder action, and (iii) (A) do not require any consent or approval
of, registration or filing with, or any other action by, any Governmental
Authority, except such as have been obtained or made and are in full force
and effect and except filings necessary to perfect Liens created under the
Loan Documents, (B) will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of the Borrower or
any of its Subsidiaries or any order of any Governmental Authority, (C)
will not violate or result in a default under any indenture, agreement or
other instrument binding upon the Borrower or any of its Subsidiaries or
its assets, or give rise to a right thereunder to require any payment to be
made by the Borrower or any of its Subsidiaries, and (D) will not result in
the creation or imposition of any Lien on any asset of the Borrower or any
of its Subsidiaries, except Liens created under the Loan Documents.
(d) This Amendment has been duly executed and delivered by the Borrower.
(e) This Amendment is the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms.
SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective (the
"Effective Date") upon the satisfaction of all of the following conditions
precedent:
(a) the Agent shall have received counterparts of this Amendment executed
by each of the Borrower, the Lenders and the Agent; and
(b) the Agent shall have received such other documents or information as
the Agent or its counsel shall require.
SECTION 4. CONTINUOUS EFFECT. The terms of this Amendment shall not operate
as a waiver by the Agent or the Lenders, or otherwise prejudice the rights,
remedies or powers of the Agent or the Lenders under the Loan Documents or under
applicable law. Except as expressly provided herein: (x) no terms and provisions
of the Loan Documents are modified or changed by this Amendment; and (y) the
terms and provisions of the Loan Documents shall continue in full force and
effect.
SECTION 5. SEVERABILITY. The provisions of this Amendment are intended to
be severable. If for any reason any provision of this Amendment shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.
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SECTION 6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart.
SECTION 7. INTEGRATION. This Amendment sets forth the entire agreement
among the parties hereto relating to the transactions contemplated thereby and
supersedes any prior oral or written statements or agreements with respect to
such transactions.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and the year first written.
THE TOPPS COMPANY, INC.
By:__________________________
Name: Xxxxxxxxx X. Xxxxxx
Title: VP-Chief Financial Officer
THE CHASE MANHATTAN BANK,
individually and as Agent,
By:__________________________
Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
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