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EXHIBIT 10.4
FIRST AMENDMENT
FIRST AMENDMENT, dated as of July 1, 1998 (this "FIRST AMENDMENT"), to
Amended and Restated Credit Agreement, dated as of May 6, 1998 (the "Agreement";
capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Agreement) among TLC Multimedia Inc., Learning
Company Properties Inc., TEC Direct, Inc., Learning Services Inc., Skills Bank
Corporation, Microsystems Software, Inc., and Mindscape, Inc., as borrowers, the
financial institutions named therein as lender (the "LENDERS"), and Fleet
National Bank, as agent for the Lenders (the "AGENT").
W I T N E S S E T H
WHEREAS, the Borrowers, the Lenders and the Agent desire to amend the
Agreement to provide for temporary reduction in the commitment of Fleet National
Bank ("FLEET") thereunder;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein, the Borrowers, the Lenders and the Agent agree as follows:
1. From the date hereof to July 28, 1998, both the Commitment of
Fleet and the Total Commitment shall be $25,500,000 less than such amounts would
otherwise have been absent this First Amendment, e.g., as of the date hereof,
the Commitment of Fleet shall be $98,000,000 and the Total Commitment shall be
$123,000,000. If the Commitments have not been terminated pursuant to the terms
of the Agreement, on July 28, 1998 both the Commitment of Fleet and the Total
Commitment shall be increased by $25,500,000.
2. The definition of "Receivables Purchase Transactions" in
Section 1.1 is hereby amended by inserting at the end thereof the following:
"PROVIDED, that the aggregate outstanding amount of the interests in receivables
purchased from the Parent and subsidiaries of the Parent under the facilities
described in clauses (i), (ii), (iii) and (iv) and under any amendments,
substitutions or replacements of the facilities described in clauses (i), (ii),
(iii) and (iv) at any one time shall not exceed $30,000,000, PROVIDED, FURTHER,
that the restrictions set forth in the preceding proviso shall not apply to the
Securitization."
3. Except as specifically amended by this First Amendment, the
Agreement is hereby ratified, confirmed and approved. The Agreement, as
supplemented and amended by this First Amendment, shall be construed as one and
the same instrument. This First Amendment may be executed in any number of
counterparts, each of which counterpart, when so executed, shall be deemed to be
an original and such counterparts shall constitute one and the same instrument.
4. This First Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment under
seal as of the date first above written.
TLC MULTIMEDIA INC.
LEARNING COMPANY PROPERTIES INC.
TEC DIRECT, INC.
LEARNING SERVICES, INC.
SKILLS BANK CORPORATION
MICROSYSTEMS SOFTWARE, INC.
By: /s/ R. Xxxxx Xxxxxx
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R. Xxxxx Xxxxxx
Chief Financial Officer
MINDSCAPE, INC.
By: /s/ R. Xxxxx Xxxxxx
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R. Xxxxx Xxxxxx
Vice President
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
FLEET NATIONAL BANK, INDIVIDUALLY
AND AS AGENT
By: /s/ Xxxxxx X. Head, Jr.
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Name: Xxxxxx X. Head, Jr.
Title : Senior Vice President
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