EXHIBIT 4.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 29, 2001,
amends and supplements that certain Credit Agreement dated as of April 30, 1998
(as amended to the date, the "Credit Agreement") among THE MIDDLETON DOLL
COMPANY (formerly known as Bando XxXxxxxxxx Capital Corporation), a Wisconsin
corporation (the "Company") and FIRSTAR BANK, N.A. (as successor by merger to
Firstar Bank Milwaukee, N.A.) (the "Bank").
RECITAL
The Company and the Bank desire to amend the Credit Agreement as
provided below.
AGREEMENTS
In consideration of the promises and agreements set forth in the Credit
Agreement, as amended hereby, the Bank and the Company agree as follows:
1. Definitions and References. Capitalized terms not otherwise defined
herein have the meanings assigned to them in the Credit Agreement. All
references to the Credit Agreement contained in the Loan Documents shall, upon
fulfillment of the conditions set forth in section 3 below, mean the Credit
Agreement as amended by this Fifth Amendment.
2. Amendments to Credit Agreement. The Credit Agreement is amended as
follows:
(a) The definition of "Maturity Date" contained in section 1 of the
Credit Agreement is amended by deleting "June 29, 2001" contained therein and
substituting "June 28, 2002" in its place.
(b) The definition of "Revolving Loan Commitment" contained in
section 1 of the Credit Agreement is amended to read as follows:
"Revolving Loan Commitment" means $8,000,000, provided
that such amount may be reduced in accordance with
section 2.1(a), and provided further, that such amount shall be
reduced by $500,000 as of March 31, 2002.
(c) Section 2.1(a) is amended by adding the following paragraph at
the end thereof:
Notwithstanding the foregoing, any advances by the Bank
in excess of $7,000,000 (or in excess of $6,500,000 after March 31,
2002) shall not, on or after December 31, 2000, exceed the lesser of
(a) $1,000,000 or (b) 60% of the increase, if any, in the retained
earnings of BMIC from December 31, 1999 (as reflected in the
financial statements furnished by the Company pursuant to sections
5.1 and 5.2 hereof), at which time BMIC's retained earnings equaled
$4,106,000, through December 31, 2001, and the Company shall, on or
before March 31, 2002, make such payment, if any, on the Note as is
necessary in order that the foregoing limitation is not exceeded.
(d) The Company acknowledges that the Company changed its corporate
name effective as of May 4, 2001 from "Bando XxXxxxxxxx Capital Corporation" to
"The Middleton Doll Company". The Company and the Bank agree that all references
to "Bando XxXxxxxxxx Capital Corporation" contained in the Credit Agreement, the
Note and the other Loan Documents shall be deemed to be references to "The
Middleton Doll Company".
3. Effectiveness of Fifth Amendment. This Fifth Amendment shall become
effective upon its execution and delivery by the Company and the Bank, and the
satisfaction of the following conditions:
(a) Guaranty Reaffirmations. The Bank shall have received a guaranty
reaffirmation duly executed by BMSBLC and BMIC, respectively, whereby each
entity reaffirms its obligations under its previously executed guaranty in favor
of the Bank with respect to the obligations of the Company.
(b) Closing Certificate. The Bank shall have received copies,
certified by the Secretary of the Company to be true and correct and in full
force and effect as of the date of this Fifth Amendment, of (i) the Articles of
Incorporation and By-Laws of the Company which shall remain in full force and
effect as of the date of this Fifth Amendment; (ii) resolutions of the Board of
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Directors of the Company authorizing the issuance, execution and delivery of
this Fifth Amendment; and (iii) a statement containing the names and titles of
the officer or officers of the Company authorized to sign such documents,
together with true signatures of such officers.
(c) Proceedings Satisfactory. All other proceedings contemplated by
this Fifth Amendment shall be satisfactory to the Bank, and the Bank shall have
received such other information relating hereto as the Bank may reasonably
request.
4. Representations and Warranties. The Company represents and warrants
to the Bank that:
(a) The execution, delivery and issuance of this Fifth Amendment,
and the performance by the Company of its obligations hereunder, are within its
corporate power, have been duly authorized by proper corporate action on the
part of the Company, are not in violation of any existing law, rule or
regulation of any governmental agency or authority, any order or decision of any
court, the Articles of Incorporation or By-Laws of the Company or the terms of
any agreement, restriction or undertaking to which the Company is a party or by
which it is bound, and do not require the approval or consent of the
shareholders of the Company, any governmental body, agency or authority or any
other person or entity; and
(b) The representations and warranties contained in the Loan
Documents are true and correct in all material respects as of the date of this
Fourth Amendment except (i) the representations and warranties contained in
section 3.3 of the Credit Agreement shall apply to the most recent financial
statements delivered by the Company to the Bank pursuant to sections 5.1 and 5.2
of the Credit Agreement and (ii) for changes contemplated or permitted by the
Loan Documents and, to the Company's knowledge, no condition exists or event or
act has occurred that, with or without the giving of notice or the passage of
time, would constitute an Event of Default under the Credit Agreement.
5. Costs and Expenses. The Company agrees to pay to the Bank, on
demand, all costs and expenses (including reasonable attorneys' fees) paid or
incurred by the Bank in connection with the negotiation, execution and delivery
of this Fifth Amendment.
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6. Full Force and Effect. The Credit Agreement, as amended hereby,
remains in full force and effect.
7. Counterparts. This Fifth Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of parties hereto may execute this Fourth Amendment by signing any such
counterpart.
THE MIDDLETON DOLL COMPANY
(formerly known as Bando
XxXxxxxxxx Capital Corporation)
BY /s/ Xxxxx X. Xxxxx
---------------------------------
Its V.P. Finance
FIRSTAR BANK, N.A. (as successor by
merger to Firstar Bank Milwaukee, N.A.)
BY /s/ Xxxx X. Xxxxx
---------------------------------
Its Vice President
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