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EXHIBIT 10.2
THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDMENT, dated as of August 7, 1998 (this "THIRD AMENDMENT"),
to Amended and Restated Credit Agreement, dated as of May 6, 1998, as amended
(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 lenders (the
"LENDERS"), and Fleet National Bank, as agent for the Lenders (the "AGENT").
W I T N E S E T H
WHEREAS, pursuant to the First Amendment to Amended and Restated Credit
Agreement dated as of July 1, 1998 (the "FIRST AMENDMENT"), the Borrowers, the
Lenders and the Agent previously amended the Agreement to provide for a
temporary reduction in the Commitment of Fleet National Bank ("FLEET") and the
Total Commitment thereunder;
WHEREAS, pursuant to the Second Amendment to Amended and Restated
Credit Agreement dated as of July 24, 1998, the Borrowers, the Lenders and the
Agent amended the Agreement to extend the period of said temporary reduction by
thirty (30) days to August 27, 1998;
WHEREAS, the parties wish to provide for the expiration of the period
of reduction prior to August 27, 1998 upon the execution and delivery of certain
other financing agreements; and
WHEREAS, the parties wish to reduce by $1,000,000 both the Commitment
of Fleet and the Total Commitment on the terms set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements set forth herein, the Borrowers, the Lenders and the
Agent agree as follows:
1. Upon the earlier of (a) August 27, 1998 and (b) the
execution, delivery and effectiveness of an Amended and Restated Liquidity
Agreement amending and restating the Liquidity Agreement originally dated as of
June 30, 1997 among The Learning Company Funding, Inc., Lexington Xxxxxx Capital
Company, LLC, certain liquidity institutions and Fleet National Bank as agent
for such institutions, and provided that the Commitments have not been
terminated pursuant to the terms of the Agreement, the Commitment of Fleet shall
be $122,500,000 and the Total Commitment shall be $147,500,000.
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2. On or before August 31, 1998, the Borrowers shall
cause to be pledged to the Agent approximately 65% (but in any event less than
66 2/3%) of the outstanding capital stock of each Designated Foreign Subsidiary.
3. Except as specifically amended by this Third
Amendment, the Agreement is hereby ratified, confirmed and approved. The
Agreement, as supplemented and amended by this Third Amendment, shall be
construed as one and the same instrument. This Third 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 Third Amendment shall be governed by and
construed in accordance with the internal 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
Third Amendment to Amended and Restated Credit Agreement 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
------------------------------------
R. Xxxxx Xxxxxx
Chief Financial Officer
MINDSCAPE, INC.
By: /s/ R. Xxxxx Xxxxxx
------------------------------------
R. Xxxxx Xxxxxx
Vice President
XXXXXXX SACHS CREDIT PARTNERS L.P.
By:
------------------------------------
Name:
Title:
FLEET NATIONAL BANK, INDIVIDUALLY AND AS
AGENT
By:
------------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the undersigned have duly executed this
Third Amendment to Amended and Restated Credit Agreement 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:
------------------------------------
R. Xxxxx Xxxxxx
Chief Financial Officer
MINDSCAPE, INC.
By:
------------------------------------
R. Xxxxx Xxxxxx
Vice President
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ XXXXXXX X. XXXX
------------------------------------
Name: XXXXXXX X. XXXX
Title: AUTHORIZED SIGNATURE
FLEET NATIONAL BANK, INDIVIDUALLY AND AS
AGENT
By:
------------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the undersigned have duly executed this
Third Amendment to Amended and Restated Credit Agreement 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:
------------------------------------
R. Xxxxx Xxxxxx
Chief Financial Officer
MINDSCAPE, INC.
By:
------------------------------------
R. Xxxxx Xxxxxx
Vice President
XXXXXXX SACHS CREDIT PARTNERS L.P.
By:
------------------------------------
Name:
Title:
FLEET NATIONAL BANK, INDIVIDUALLY AND AS
AGENT
By: /s/ Xxxxxx X. Head, Jr.
------------------------------------
Name: Xxxxxx X. Head, Jr.
Title: Senior Vice President
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