AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Agreement") is made and
entered into as of this 5th day of June, 1996 among THE TOPPS COMPANY, INC., a
Delaware corporation ("Borrower"), NATIONSBANK, N.A., a national banking
association formerly known as NationsBank, National Association (Carolinas),
each other lender signatory hereto (each individually, a "Lender" and
collectively, the "Lenders"), and NATIONSBANK, N.A., a national banking
association formerly known as NationsBank, National Association (Carolinas), in
its capacity as agent for the Lenders (in such capacity, the "Agent");
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders and the Agent have entered into a
Credit Agreement dated as of June 30, 1995 (as amended hereby and as from time
to time further amended, supplemented or replaced, the "Credit Agreement"),
pursuant to which the Lenders agreed to make certain revolving credit, term loan
and letter of credit facilities available to the Borrower; and
WHEREAS, the Borrower has requested that the Credit Agreement be
amended in the manner set forth herein and the Agent and the Lenders are willing
to agree to such amendment;
NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:
1. Definitions. Any capitalized terms used herein without definition shall
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have the meaning set forth in the Credit Agreement.
2. Amendment. Subject to the terms and conditions set forth herein, the
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definition of "Consolidated Current Assets" is hereby deleted in its entirety
and replaced by the following definition:
"Consolidated Current Assets" means all assets of the Borrower
and its Subsidiaries which are expected to be realized in cash, sold in
the ordinary course of business, or consumed within one year or which
would be classified as a current asset, other than cash, all determined
in accordance with GAAP applied on a Consistent Basis; provided,
however, that there shall be excluded from the calculation of
Consolidated Current Assets that portion of all assets financed through
incurring liabilities which are not included in the calculation of
Consolidated Current Liabilities;
3. Effectiveness. This Agreement shall become effective as of the date
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hereof upon receipt by the Agent of twelve (12) fully executed copies of this
Agreement (which may be signed in counterparts).
4. Representations and Warranties. In order to induce the Agent and the
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Lenders to enter into this Agreement, the Borrower represents and warrants to
the Agent and the Lenders as follows:
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a) There has been no material adverse change in the condition,
financial or otherwise, of the Borrower and its Subsidiaries, taken as
a whole, since the date of the most recent financial reports of the
Borrower received by the Agent and the Lenders under Section 9.1(a) of
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the Credit Agreement, other than changes in the ordinary course of
business;
b) The business and properties of the Borrower and its
Subsidiaries, taken as a whole, are not, and since the date of the most
recent financial report of the Borrower and its Subsidiaries received
by the Agent and the Lenders under Section 9.1(a) of the Credit
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Agreement, have not been, adversely affected in any substantial way as
the result of any fire, explosion, earthquake, accident, strike,
lockout, combination of workers, flood, embargo, riot, activities of
armed forces, war or acts of God or the public enemy, or cancellation
or loss of any major contracts; and
c) No event has occurred and is continuing which constitutes,
and no condition exists which upon the consummation of the transaction
contemplated hereby would constitute, a Default or an Event of Default
under the Credit Agreement, either immediately or with the lapse of
time or the giving of notice, or both.
5. Entire Agreement. This Agreement sets forth the entire understanding and
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agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior negotiations and agreements among the parties relative to
such subject matter.
6. Full Force and Effect of Agreement. Except as hereby specifically
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amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
7. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
8. Governing Law. This Agreement shall in all respects be governed by the
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laws and judicial decisions of the State of New York.
9. Enforceability. Should any one or more of the provisions of this
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Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.
10. Credit Agreement. All references in any of the Loan Documents to the
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Credit Agreement shall mean the Credit Agreement as amended hereby.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
first above written.
BORROWER:
THE TOPPS COMPANY, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
AGENT:
NATIONSBANK, N.A. as Agent for the Lenders
By:_______________________________________
Name:_____________________________________
Title:____________________________________
LENDERS:
NATIONSBANK, N.A.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
CHEMICAL BANK
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[Signature Page 1 of 2]
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NATWEST BANK N.A.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
THE BANK OF NEW YORK
By:_______________________________________
Name:_____________________________________
Title:____________________________________
THE SUMITOMO BANK LIMITED,
CHICAGO BRANCH
By:_______________________________________
Name:_____________________________________
Title:____________________________________
TORONTO DOMINION (NEW YORK), INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
THE MITSUBISHI BANK, LIMITED-
NEW YORK BRANCH
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[Signature Page 2 of 2]
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