SECOND AMENDMENT TO
CREDIT AGREEMENT
Dated as of November 6, 1998
SECOND AMENDMENT, dated as of November 6, 1998 (the "Second Amendment"), to
Credit Agreement, dated as of May 11, 1998 (as heretofore amended and as may be
from time to time supplemented and amended, the "Credit Agreement"), between THE
TOPPS COMPANY, INC., a Delaware corporation (the "Borrower"), and THE CHASE
MANHATTAN BANK, in its capacity as lender (in such capacity, the "Lender") and
as Agent (in such capacity, the "Agent").
WITNESSETH:
WHEREAS, on May 11, 1998, the Borrower, the Lender and the Agent entered
into the Credit Agreement;
WHEREAS, the Borrower has requested that the Lender agree to modify certain
terms of the Credit Agreement, and the Lender has 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 Second Amendment, for valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
hereto agree as follows:
SECTION 1. AMENDMENT TO SECTION 1.01. Section 1.01 of the Credit Agreement
is hereby amended by amending and restating the defined term "Applicable Rate"
as follows:
"Applicable Rate" means, for any day (a) with respect to any
Eurodollar Loan, 2.25% per annum, or (b) with respect to the
commitment fees payable hereunder, 1/2 of 1% per annum.
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 Second 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
Second 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 Second Amendment has been duly executed and delivered by the
Borrower.
(e) This Second 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 Second Amendment shall become
effective when the Agent shall have received counterparts of this Second
Amendment executed by each of the Borrower, the Lender and the Agent.
SECTION 4. CONTINUOUS EFFECT. The terms of this Second Amendment shall not
operate as a waiver by the Agent or the Lender, or otherwise prejudice the
rights, remedies or powers of the Agent or the Lender 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 Second
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 Second Amendment are
intended to be severable. If for any reason any provision of this Second
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.
SECTION 6. COUNTERPARTS. This Second 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 Second Amendment by
signing any such counterpart.
SECTION 7. INTEGRATION. This Second 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 SECOND 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 Second Amendment to
be duly executed as of the day and the year first written.
THE TOPPS COMPANY, INC.
By:_______________________
Name: Xxxxxxxxx Xxxxxx
Title: VP - CFO
THE CHASE MANHATTAN BANK,
individually and as Agent,
By:___________________________
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
