<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1994
Date of Report (Date of earliest event reported): March 22, 1996
--------------
Tyco Toys, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9357 13-3319358
- ------------------------------------- ---------------- ---------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6000 Midlantic Drive
Mount Laurel, New Jersey 08054
- --------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 234-7400
-------------------
N/A
------------------------------
Former name or former address,
if changed since last report
Total Number of Sequentially Numbered Pages: _______
<PAGE>
Item 5. Other Events.
------------
In February and March 1995 the company entered into $290,000,000 of
new credit facilities (the New Credit Facilities). The New Credit
Facilities consist of three separate three-year revolving credit
facilities with General Electric Capital Corporation and affiliates in
an aggregate amount of $90,000,000 and a $200,000,000 five-year
receivables securitization facility arranged by General Electric
Capital Corporation. Borrowings under the New Credit Facilities were
used to refinance outstanding indebtedness under the prior credit
facility and certain credit facilities of foreign subsidiaries. The
credit facilities were recently amended to revise certain financial
covenants and the interest rate charged under the New Credit
Facilities.
The revolving credit facilities consist of up to $35,000,000 for
certain domestic entities (of which up to $10,000,000 may be used for
letters of credit), $20,000,000 for Tyco (Canada), Inc. and
$35,000,000 for the Company's subsidiaries in the United Kingdom (UK).
Availability under the domestic revolving credit is based upon
inventory, as defined, and availability under the foreign revolving
credit facilities are based upon an aggregate of eligible accounts
receivable and inventory, as defined. The revolving credit facilities
are secured by a lien on substantially all of the Company's domestic
assets and are also guaranteed by certain foreign subsidiaries.
Subject to the maximum commitment under each of these facilities,
borrowings are permitted up to sixty percent (60%) of eligible
inventory and, in the Canadian and UK agreements, up to eighty percent
(80%) of eligible accounts receivable. Interest rates on borrowings
are determined at the option of the borrower based on various indices,
including LIBOR or bankers' acceptance rate(s), plus an additional
percentage. As a result of the amendments effective February 15,
1996, this additional percentage increases by one quarter percent
(.25%) to two and three quarters percent (2.75%) over the various
indices, provided that the rate will decrease if the Company meets
certain tangible net worth and minimum debt service coverage ratio
targets as of December 31, 1996.
Under the securitization facility, Tyco Industries and Tyco
Manufacturing Corp. sell and transfer substantially all of their
accounts receivable to Tyco Funding I Corporation (TFC I) and Tyco
Funding II Corporation (TFC II). These companies are newly-formed
bankruptcy-remote subsidiaries of Tyco Industries and are consolidated
in the financial statements of the Company. TFC I and TFC II purchase
the accounts receivable with proceeds from their borrowings under a
commercial paper facility (limited to a maximum of seventy-
2
<PAGE>
five percent (75%) of eligible accounts receivable, as defined) and
certain deferred payments. The interest rate on the securitization
facility is the market rate for the lender's commercial paper plus one
and three-tenths percent (1.30%) which was increased to one and fifty-
five one hundredths percent (1.55%), as a result of the amendment
effective February 15, 1996; this rate will decrease if the Company
meets certain tangible net worth and minimum debt service coverage
ratio targets as of December 31, 1996. The accounts receivable sold
and/or transferred are solely the assets of TFC I or TFC II and are
pledged as security for their borrowings. In the event of liquidation
of TFC I or TFC II, the creditors of TFC I or TFC II would be entitled
to satisfy their claims from the assets of TFC I or TFC II prior to
any distribution by these subsidiaries to Tyco Industries.
Under the terms of the New Credit Facilities, the Company and its
subsidiaries are (1) subject to covenants and conditions relating to
the maintenance of net worth, fixed charge coverage and income; (2)
restricted from incurring additional indebtedness or certain
obligations and from acquiring any other entities, whether by asset
purchase, merger or otherwise; (3) restricted in the ability to pay
dividends on capital stock subject to certain limitations; and (4)
permitted to guarantee additional amounts of debt incurred by certain
of its subsidiaries up to an aggregate of $70,000,000. During the
fourth quarter of 1995, the Company was not in compliance with certain
financial covenants under the New Credit Facilities and received
waivers from General Electric Capital Corporation and affiliates. The
amendments effective February 15, 1996 reflect the requested revisions
to the financial covenants in the New Credit Facilities.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: April 4, 1996 TYCO TOYS, INC.
By: /s/ R. Michael Kennedy, Jr.
------------------------------
Name: R. Michael Kennedy, Jr.
Title: Senior Vice President
and General Counsel
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------- -----------------------
10.54 Amendment No. 2 to Receivables Funding and Servicing Agreement, dated
as of February 15, 1996, among Tyco Funding I Corporation and Tyco
Funding II Corporation (each a "Borrower" and jointly and severally,
the "Borrowers"), Redwood Receivables Corporation (the "Lender"),
General Electric Capital Corporation (the "Operating Agent" and
"Collateral Agent"), Financial Security Assurance Inc. ("FSA") and
Tyco Industries, Inc. (the "Servicer").
10.55 Amendment No. 2 to Credit Agreement, dated as of February 15, 1996,
among Tyco Distribution Corp. and Tyco Manufacturing Corp. (each a
"Borrower" and jointly and severally, the "Borrowers"), Tyco Toys,
Inc., the lenders party hereto (the "Lenders") and General Electric
Capital Corporation, as Agent (the "Agent").
10.56 First Amendment to Credit Agreement, dated as of February 15, 1996
(this "First Amendment"), between Tyco Toys (Canada) Inc., a Canada
corporation ("Borrower"), the lender party hereto ("Lender") and
General Electric Capital Canada Inc., a Canada corporation, as agent
for Lender (in such capacity, together with its successors in such
capacity, "Agent").
10.57 Amendment No. 2 to Guarantee and Revolving Credit Facility Agreement
made on the 25th day of March 1996, deemed to be effective as from
February 15, 1996, by Tyco Toys (UK) Limited and Matchbox Toys Limited
(each a "Borrower" and together the "Borrowers"), the Lenders as
defined, General Electric Capital Corporation (the "Issuing Bank") and
General Electric Capital Corporation (the "Agent").
4
<PAGE>
================================================================================
EXHIBIT 10.56
FIRST AMENDMENT TO CREDIT AGREEMENT
between
TYCO TOYS (CANADA) INC.
as Borrower
and
THE LENDER NAMED HEREIN
and
GENERAL ELECTRIC CAPITAL CANADA INC.
as Agent
February 15, 1996
================================================================================
McMillan Binch
---------
Barristers & Solicitors
<PAGE>
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 15, 1996 (this
"First Amendment"), between TYCO TOYS (CANADA) INC., a Canada corporation
("Borrower"), the lender party hereto ("Lender") and GENERAL ELECTRIC CAPITAL
CANADA INC., a Canada Corporation, as agent for Lender (in such capacity,
together with its successors in such capacity, "Agent").
WHEREAS Borrower, Lender and Agent are parties to a Credit Agreement dated
as of February 22, 1995 (the "Credit Agreement").
WHEREAS Section 8.1(n) of the Credit Agreement provided that the occurrence
of an "Event of Default" under the Credit Agreement dated as of February 22,
1995 (the "Original US Credit Agreement"), between Tyco Distribution Corp., Tyco
Manufacturing, Tyco Parent, the lenders party thereto from time to time ("US
Lenders") and GE Capital ("US Agent") constituted an Event of Default under the
Credit Agreement.
WHEREAS Borrower advised Agent and Lender that certain of the financial
covenants under the Original US Credit Agreement had been or would be breached.
WHEREAS Borrower requested that Agent and Lender waive, among other
Defaults or Events of Default, any Defaults or Events of Default arising under
Section 8.1(n) of the Credit Agreement as a result of the breach of such
financial covenants.
WHEREAS Agent and Lender granted such waiver as of August 14, 1995.
WHEREAS the Original US Credit Agreement was amended by Amendment No. 1 to
Credit Agreement dated as of November 10, 1995 ("US Amendment No. 1") with
Agent's consent (the "Original US Credit Agreement, as amended by US Amendment
No. 1").
WHEREAS Borrower advised Agent and Lender that certain of the financial
covenants under the Original US Credit Agreement, as amended by US Amendment
No. 1 had been or would be breached.
WHEREAS Borrower requested that Agent and Lender waive, among other
Defaults or Events of Default, any Defaults or Events of Default arising under
Section 8.1(n) of the Credit Agreement as a result of the breach of such
financial covenants.
WHEREAS Agent and Lender granted such waiver as of January 15, 1996.
WHEREAS Tyco Distribution Corp, Tyco Manufacturing and Tyco Parent have
requested US Lenders and US Agent enter into Amendment No. 2 to Credit Agreement
in the form attached as
<PAGE>
- 2 -
Schedule A hereto ("US Amendment No. 2") in order to, among other things, amend
in favour of Tyco Parent certain of the financial covenants under the Original
US Credit Agreement, as amended by US Amendment No. 1.
WHEREAS Borrower has requested that Agent and Lender consent to US
Amendment No. 2 so that the term "US Credit Agreement" under the Credit
Agreement means the Original US Credit Agreement, as amended by US Amendment No.
1 and as amended by US Amendment No. 2.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter contained, the parties agree as follows:
SECTION 1 - DEFINITIONS
All capitalized terms used herein, unless otherwise defined, are used as
defined in the Credit Agreement.
SECTION 2 - CONSENT TO US AMENDMENT NO. 2
Subject to the satisfaction of the conditions set forth in Section 4 below,
Lender and Agent hereby consent as of the date hereof to US Amendment No. 2.
SECTION 3 - AMENDMENT TO CREDIT AGREEMENT
Subject to the satisfaction of the conditions set forth in Section 4 below,
the definition of "Margin" in Section 1 of Annex A to the Credit Agreement is
amended and restated effective as of the date hereof as follows:
"Margin" means two and three-quarters percent (2.75%) per annum; provided,
------ --------
however, if as of December 31, 1996 Tyco Parent's Tangible Net Worth (as defined
in the US Credit Agreement) shall be not less than US$75,000,000 and Tyco
Parent's Minimum Debt Service Coverage Ratio (as defined in the US Credit
Agreement) shall be not less than 1.50 to 1.0, then, beginning the first
Business Day (as defined in the US Credit Agreement) after delivery to the US
Agent pursuant to Section 3(a) of Annex E to the US Credit Agreement of the
audited financial statements and other documents described therein which
evidence to the satisfaction of the US Agent the attainment of such Tangible Net
Worth (as defined in the US Credit Agreement) and Minimum Debt Service Coverage
Ratio (as defined in the US Credit Agreement) levels and, provided further, that
-------- -------
there shall not then exist a Default or an Event of Default, "Margin" shall mean
------
two and one-half percent (2.50%) per annum.
<PAGE>
- 3 -
SECTION 4 - CONDITIONS PRECEDENT
The effectiveness of this First Amendment is subject to the conditions
precedent that:
(a) Agent shall have received each of the following:
(1) this First Amendment duly executed and delivered by Borrower,
Lender and Agent;
(2) a certificate of the Secretary of Borrower dated the date of this
First Amendment and certifying (A) that attached thereto is a
true and complete copy of a resolution of the Board of Directors
of Borrower authorizing the execution, delivery and performance
of this First Amendment and all other documents required or
necessary to be delivered hereunder and that such resolution has
not been modified, rescinded or amended and is in full force and
effect, and (B) as to the incumbency and specimen signature of
Borrower's officer executing this First Amendment and all other
documents required or necessary to be delivered hereunder; and
(3) such other approvals, opinions and documents, in form and
substance satisfactory to Agent, as Agent may reasonably request;
and
(b) US Amendment No. 2 shall have become effective in accordance with the
terms and conditions thereof.
SECTION 5 - CONFIRMATION OF CREDIT
AGREEMENT AND LOAN DOCUMENTS
Except as herein expressly amended, each of the Credit Agreement and the
other Loan Documents are ratified and confirmed in all respects and shall remain
in full force and effect in accordance with its terms.
SECTION 6 - BORROWER'S REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
(a) this First Amendment has been duly authorized, executed and delivered
by Borrower pursuant to its corporate power;
<PAGE>
- 4 -
(b) each of this First Amendment and the Credit Agreement, as amended by
this First Amendment, constitutes the legal, valid and binding
obligation of Borrower and is enforceable against Borrower in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally;
and
(c) after giving effect to this First Amendment, no Default or Event of
Default shall exist.
SECTION 7 - MISCELLANEOUS
7.1 Reservation of Rights and Remedies. Agent and Lender reserve all of their
rights to proceed to enforce their rights and remedies at any time and from time
to time in connection with any and all Defaults or Events of Default now
existing or hereafter arising.
7.2 Severability. If any provision of this First Amendment is or becomes
illegal, invalid or unenforceable in any jurisdiction, the illegality,
invalidity or unenforceability of that provision will not affect (a) the
legality, validity or enforceability of the remaining provisions of this First
Amendment or (b) the legality, validity or enforceability of that provision in
any other jurisdiction.
7.3 Further Assurances. Borrower will from time to time, upon every request by
Agent, make, do, execute, or cause to be made, done or executed, all such
further and other lawful acts, deeds, things, devices, conveyances and
assurances whatsoever in order to give effect to the provisions, purpose and
intent of this First Amendment and to complete the transactions contemplated by
this First Amendment.
7.4 Section Titles. The Section titles contained in this First Amendment are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of this First Amendment.
7.5 Incorporation into Credit Agreement. The Credit Agreement and this First
Amendment shall henceforth be read together and shall have the effect as if all
the provisions of such agreements were contained in one instrument.
7.6 Governing Law. This First Amendment shall be governed by the laws of the
Province of Ontario and the laws of Canada applicable in the Province of
Ontario.
<PAGE>
- 5 -
7.7 Counterparts. Delivery of an executed counterpart of a signature page to
this First Amendment by facsimile shall be effective as delivery of a manually
executed counterpart of this First Amendment. This First Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, Borrower, Lender and Agent have caused this First
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
TYCO TOYS (CANADA) INC.
By: /s/ R. Michael Kennedy, Jr.
------------------------------
Name: R. Michael Kennedy, Jr.
Title: Director
ROYAL BANK OF CANADA, by its
attorney in fact pursuant to the
Participation Agreement, GENERAL
ELECTRIC CAPITAL CANADA INC.
By: /s/ Richard Sobourin
------------------------------
Name: Richard Sobourin
Title: Vice President
GENERAL ELECTRIC CAPITAL CANADA
INC., as Agent
By: /s/ Richard Sobourin
------------------------------
Name: Richard Sobourin
Title: Vice President
<PAGE>
EXHIBIT 10.55
AMENDMENT NO. 2
TO CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of February 15, 1996, among Tyco
Distribution Corp. and Tyco Manufacturing Corp. (each a "Borrower" and jointly
and severally, the "Borrowers"), Tyco Toys, Inc., the lenders party hereto (the
"Lenders") and General Electric Capital Corporation, as Agent (the "Agent").
WHEREAS, the Borrowers, Tyco Toys, Inc., the Lenders and the Agent are
parties to a Credit Agreement dated as of February 22, 1995 and as amended as of
November 10, 1995 (the "Credit Agreement") and such parties desire to amend the
Credit Agreement.
THE PARTIES AGREE AS FOLLOWS:
SECTION 1. Definitions. All capitalized terms used herein, unless
-----------
otherwise defined, are used as defined in the Credit Agreement.
SECTION 2. Amendment to Credit Agreement. Subject to the
-----------------------------
satisfaction of the conditions set forth in Section 3 below, the Credit
Agreement is amended effective as of the date hereof as follows:
(a) The definition of "Applicable Margin" in Section 1 of Annex A to
the Credit Agreement is deleted in its entirety and replaced with the following:
"Applicable Margin" shall mean (a) with respect to interest based
-----------------
upon the Index Rate, one and one-half percent (1.50%) per annum and (b) with
respect to interest based upon the Adjusted LIBOR Rate, two and three-quarters
percent (2.75%) per annum; provided, however, that if as of December 31, 1996
-------- -------
Tangible Net Worth shall be not less than $75,000,000 and the Minimum Debt
Service Coverage Ratio shall be not less than 1.50 to 1.0, then, beginning the
first Business Day after delivery to the Agent pursuant to Section 3(a) of Annex
E hereof of the audited financial statements and other documents described
therein which evidence to the satisfaction of the Agent the attainment of such
Tangible Net Worth and Minimum Debt Service Coverage Ratio levels and provided
there shall not then exist a Default or Event of Default, Applicable Margin
shall mean (a) with respect to interest based upon the Index Rate, one and one-
quarter percent (1.25%) per annum and (b) with respect to interest based upon
the Adjusted LIBOR Rate, two and one-half percent (2.50%) per annum.
(b) Section 3 of Annex D to the Credit Agreement is amended by
deleting the reference to "two percent (2%) per annum" appearing in the third
and fourth lines thereof and substituting therefor the following:
<PAGE>
"two and one-quarter percent (2.25%) per annum (provided, however, that if
-------- -------
as of December 31, 1996 Tangible Net Worth shall be not less than
$75,000,000 and the Minimum Debt Service Coverage Ratio shall be not less
than 1.50 to 1.0, then, beginning the first Business Day after delivery to
the Agent pursuant to Section 3(a) of Annex E hereof of the audited
financial statements and other documents described therein which evidence
to the satisfaction of the Agent the attainment of such Tangible Net Worth
and Minimum Debt Service Coverage Ratio levels and provided there shall not
then exist a Default or Event of Default, the Letter of Credit Fee shall
be two percent (2.0%) per annum)".
(c) Section 1(a) of Annex H to the Credit Agreement is deleted in its
entirety and replaced with the following:
"(a) Tyco Parent shall maintain (or cause to be maintained) as of the
end of each Fiscal Quarter ending on each date set forth below, Tangible Net
Worth of not less than the respective amount set forth below opposite each such
date:
<TABLE>
<CAPTION>
Date Amount
---- ------
<S> <C>
December 31, 1995 $ 61,000,000
March 31, 1996 39,900,000
June 30, 1996 38,100,000
September 30, 1996 56,300,000
December 31, 1996 65,400,000
March 31, 1997 110,500,000
June 30, 1997 111,500,000
September 30, 1997 127,400,000
December 31, 1997 136,700,000
March 31, 1998 128,700,000
June 30, 1998 129,600,000
September 30, 1998 145,800,000
December 31, 1998 155,200,000
March 31, 1999 147,300,000
June 30, 1999 148,300,000
September 30, 1999 164,800,000
December 31, 1999 174,300,000
and the last day of each
Fiscal Quarter thereafter
</TABLE>
2
<PAGE>
By January 15, 1997, the parties hereto may agree in writing on
Tangible Net Worth amounts different from those listed above in respect of each
Fiscal Quarter for the remaining term of the Credit Agreement. Within 15 days
of the commencement of each subsequent calendar year, the parties hereto may
agree in writing on Tangible Net Worth amounts different from those listed above
or as agreed to as provided in the immediately preceding sentence in respect of
each Fiscal Quarter for the remaining term of the Credit Agreement. If the
parties fail to agree in writing on such new amounts in respect of 1997 or any
subsequent calendar year by the end of such 15th day, the amounts previously
agreed in writing by the parties pursuant to this Section 1(a) shall apply, or,
if no such amounts have been agreed in writing, the amounts listed above shall
apply."
(d) Section 1(b) of Annex H of the Credit Agreement is deleted in its
entirety and replaced with the following:
"(b) Tyco Parent shall maintain (or cause to be maintained), as of the
end of each Fiscal Quarter (commencing with the Fiscal Quarter ending December
31, 1995), for each Parent Rolling Period, a Minimum Debt Service Coverage Ratio
of not less than (v) 0.50 to 1.0 as of the end of the Fiscal Quarter ending
December 31, 1995, (w) 0.27 to 1.0 as of the end of the Fiscal Quarter ending
March 31, 1996, (x) 0.43 to 1.0 as of the end of the Fiscal Quarter ending June
30, 1996, (y) 0.63 to 1.0 as of the end of the Fiscal Quarter ending September
30, 1996 and (z) 1.30 to 1.0 as of the end of the Fiscal Quarter ending December
31, 1996 and each Fiscal Quarter thereafter.
By January 15, 1997, the parties hereto may agree in writing on
Minimum Debt Service coverage ratios different from those listed above in
respect of each Fiscal Quarter for the remaining term of the Credit Agreement.
Within 15 days of the commencement of each subsequent calendar year, the parties
hereto may agree in writing on Minimum Debt Service Coverage Ratios different
from those listed above or as agreed to as provided in the immediately preceding
sentence in respect of each Fiscal Quarter for the remaining term of the Credit
Agreement. If the parties fail to agree in writing on such new amounts in
respect of 1997 or any subsequent calendar year by the end of such 15th day, the
amounts previously agreed in writing by the parties pursuant to this Section
1(b) shall apply, or, if no such amounts have been agreed in writing, the
amounts listed above shall apply."
(e) Section 1(d) of Annex H to the Credit Agreement is deleted in its
entirety and replaced with the following:
"(d) Tyco Parent shall not permit EBITA of the International
Management Subsidiaries for any fiscal period set forth below to be less than
the respective amount set forth below opposite such fiscal period:
3
<PAGE>
<TABLE>
<CAPTION>
Fiscal Period EBITA
------------- -----
<S> <C>
Fiscal Quarter Ending
March 31, 1996 $ (9,000,000)
Six (6) Fiscal Months Ending
June 30, 1996 (15,000,000)
Nine (9) Fiscal Months Ending
September 30, 1996 (11,000,000)
Fiscal Year Ending
December 31, 1996 0
</TABLE>
By January 15, 1997, the parties hereto shall agree in writing on
EBITA amounts in respect of each Fiscal Quarter for the remaining term of the
Credit Agreement. If the parties fail to agree in writing on such new amounts
by the end of January 15, 1997, such failure shall be an Event of Default under
the Credit Agreement and the parties shall be entitled to exercise their
respective rights under the Credit Agreement. Within 15 days of the
commencement of each calendar year after 1997, the parties hereto may agree in
writing on EBITA amounts in respect of each Fiscal Quarter for the remaining
term of the Credit Agreement. If the parties fail to agree in writing on such
new amounts in respect of any such calendar year by the end of such 15th day,
the amounts previously agreed in writing by the parties pursuant to this Section
1(d) shall apply."
(f) Section 1(e) of Annex H to the Credit Agreement is deleted in its
entirety and replaced with the following:
"(e) Tyco Parent shall not permit EBITA of the Direct Import
Subsidiaries for any fiscal period set forth below to be less than the
respective amount set forth below opposite such fiscal period:
<TABLE>
<CAPTION>
Fiscal Period EBITA
------------- -----
<S> <C>
Fiscal Quarter Ending
March 31, 1996 $ (2,800,000)
Six (6) Fiscal Months Ending
June 30, 1996 (2,500,000)
Nine (9) Fiscal Months Ending
September 30, 1996 2,000,000
Fiscal Year Ending
December 31, 1996 3,600,000
</TABLE>
By January 15, 1997, the parties hereto shall agree in writing on
EBITA amounts in respect of each Fiscal Quarter for the remaining term of the
Credit Agreement. If the parties fail to agree in writing on such new amounts by
the end of January 15, 1997, such failure shall be an Event of Default under the
Credit Agreement
4
<PAGE>
and the parties shall be entitled to exercise their respective rights
under the Credit Agreement. Within 15 days of the commencement of each
calendar year after 1997, the parties hereto may agree in writing on EBITA
amounts in respect of each Fiscal Quarter for the remaining term of the Credit
Agreement. If the parties fail to agree in writing on such new amounts in
respect of any such calendar year by the end of such 15th day, the amounts
previously agreed in writing by the parties pursuant to this Section 1(e) shall
apply."
SECTION 3. Conditions Precedent.
--------------------
(a) The effectiveness of this Amendment is subject to the conditions
precedent that the Agent shall have received each of the following:
(i) This Amendment delivered by the Borrowers, Tyco Parent, the
Lenders and the Agent.
(ii) A certificate of the Secretary of each Borrower and Tyco
Parent, dated the date of this Amendment, and certifying (A) that attached
thereto is a true and complete copy of a resolution of the Board of
Directors of such Borrower or Tyco Parent, as the case may be, authorizing
the execution, delivery and performance of this Amendment and all other
documents required or necessary to be delivered hereunder and that such
resolution has not been modified, rescinded or amended and is in full force
and effect, and (B) as to the incumbency and specimen signature of each
Person's officers executing this Amendment and all other documents required
or necessary to be delivered hereunder.
(iii) Such other approvals, opinions or documents, in form and
substance satisfactory to the Agent, as the Agent may reasonably request.
SECTION 4. Confirmation of Agreement and Loan Documents. Except as
--------------------------------------------
herein expressly amended, the Credit Agreement and each of the other documents
executed in connection therewith are ratified and confirmed in all respects and
shall remain in full force and effect in accordance with its terms. Each
reference in the Credit Agreement to "this Agreement" and in each of the other
documents executed in connection therewith to the "Credit Agreement" shall mean
the Credit Agreement as amended by this Amendment, and as hereinafter amended or
restated.
SECTION 5. Borrowers' and Tyco Parent's Representations and
------------------------------------------------
Warranties. The Borrowers and Tyco Parent represent and warrant that:
- ----------
(a) this Amendment has been duly authorized, executed and delivered by
each of the Borrowers and Tyco Parent pursuant to its corporate power;
5
<PAGE>
(b) this Amendment constitutes the legal, valid and binding obligation
of such Borrower and Tyco Parent, as the case may be; and
(c) after giving effect to the amendments referred to herein, there
does not exist any Default or Event of Default.
SECTION 6. Expenses. The Borrowers and Tyco Parent jointly and
--------
severally agree to pay on demand all reasonable fees and out-of-pocket expenses
of the Lenders and the Agent incurred in connection with the preparation,
execution and delivery of this Amendment and any documents referred to herein
and any due diligence and collateral examinations arising hereunder (including,
without limitation, travel and living expenses, attorneys' fees, appraisal fees,
search and filing fees).
SECTION 7. Counterparts. Delivery of an executed counterpart of a
------------
signature page to this Amendment by facsimile shall be effective as delivery of
a manually executed counterpart of this Amendment. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the Borrowers, the Lenders and Agent have caused
this Agreement to be duly executed by their respective authorized officers as of
the day and year first above written.
TYCO DISTRIBUTION CORP.,
as Borrower
By: /s/ Anthony DiMichele
----------------------------
Title: Senior Vice President, Financial Operations
Name: Anthony DiMichele
TYCO MANUFACTURING CORP.,
as Borrower
By: /s/ Anthony DiMichele
----------------------------
Title: Senior Vice President, Financial Operations
Name: Anthony DiMichele
6
<PAGE>
TYCO TOYS, INC.
By: /s/ Anthony DiMichele
-----------------------------
Title: Senior Vice President, Financial Operations
Name: Anthony DiMichele
GENERAL ELECTRIC CAPITAL CORPORATION,
Individually and as Agent
By: /s/ Catharine L. Midkiff
------------------------------
Title: Vice Assistant - Commercial Finance
Name: Catharine L. Midkiff
Acknowledged and Consented to
GENERAL ELECTRIC CAPITAL CANADA INC., as Agent
By: /s/ Richard Sobourin
------------------------------
Title: Vice President
Name: Richard Sobourin
Consented to
TYCO TOYS (CANADA) INC.
By: /s/ R. Michael Kennedy, Jr.
------------------------------
Title: Director
Name: R. Michael Kennedy, Jr.
7
<PAGE>
EXHIBIT 10.54
AMENDMENT NO. 2
TO RECEIVABLES FUNDING AND SERVICING AGREEMENT
AMENDMENT NO. 2 dated as of February 15, 1996 among Tyco Funding I
Corporation and Tyco Funding II Corporation (each a "Borrower" and jointly and
severally, the "Borrowers"), Redwood Receivables Corporation (the "Lender"),
General Electric Capital Corporation (the "Operating Agent" and "Collateral
Agent"), Financial Security Assurance Inc. ("FSA") and Tyco Industries, Inc.
(the "Servicer").
WHEREAS, the Borrowers, the Lender, the Operating Agent, the
Collateral Agent, FSA and the Servicer are parties to a Receivables Funding and
Servicing Agreement dated February 24, 1995 and the Amendment No. 1 to the
Receivables Funding and Servicing Agreement dated as of November 10, 1995 (as so
amended, the "Funding Agreement") and such parties desire to amend the Funding
Agreement.
THE PARTIES AGREE AS FOLLOWS:
SECTION 1. Definitions. All capitalized terms used herein, unless
-----------
otherwise defined, are used as defined in the Funding Agreement.
SECTION 2. Amendment to Funding Agreement. The Funding Agreement is
------------------------------
amended effective as of the date hereof as follows:
(a) Section 7.06(a) is deleted in its entirety and replaced with the
following:
"(a) Tyco Toys shall maintain (or cause to be maintained) as of the
end of each Fiscal Quarter (as defined in the Inventory Facility), ending on
each date set forth below, a Tangible Net Worth of not less than the respective
amount set forth below opposite each such date:
Date Amount
- ---- ------
March 31, 1995 $ 74,100,000
June 30, 1995 69,000,000
September 30, 1995 71,266,000
December 31, 1995 61,000,000
March 31, 1996 39,900,000
June 30, 1996 38,100,000
September 30, 1996 56,300,000
<PAGE>
December 31, 1996 65,400,000
March 31, 1997 110,500,000
June 30, 1997 111,500,000
September 30, 1997 127,400,000
December 31, 1997 136,700,000
March 31, 1998 128,700,000
June 30, 1998 129,600,000
September 30, 1998 145,800,000
December 31, 1998 155,200,000
March 31, 1999 147,300,000
June 30, 1999 148,300,000
September 30, 1999 164,800,000
December 31, 1999 174,300,000
and the last day of each
Fiscal Quarter thereafter
By January 15, 1997, the parties hereto may agree in writing on
Tangible Net Worth amounts different from those listed above in respect of each
Fiscal Quarter for the remaining term of the Funding Agreement. Within 15 days
of the commencement of each subsequent calendar year, the parties hereto may
agree in writing on Tangible Net Worth amounts different from those listed above
or as agreed to as provided in the immediately preceding sentence in respect of
each Fiscal Quarter for the remaining term of the Funding Agreement. If the
parties fail to agree in writing on such new amounts in respect of 1997 or any
subsequent calendar year by the end of such 15th day, the amounts previously
agreed in writing by the parties pursuant to this Section 7.06(a) shall apply,
or, if no such amounts have been agreed in writing, the amounts listed above
shall apply."
(b) Section 7.06(c) is deleted in its entirety and replaced with the
following:
"(c) Tyco Toys shall maintain (or cause to be maintained), as of the
end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September
30, 1995), for each Parent Rolling Period (as defined in the Inventory Facility,
provided that the principal repayments pursuant to the Inventory Facility shall
not be deemed Debt Service for the calculations in this clause (c)), a Minimum
Debt Service Coverage Ratio (as defined in the Inventory Facility) of not less
than (t) 0.75 to 1.0 as of the end of the Fiscal Quarter ending September 30,
1995, and (u) 0.50 to 1.0 as of the end of the Fiscal Quarter ending December
31, 1995, (v) 0.27 to 1.0 as of the end of the Fiscal Quarter ending March 31,
1996, (x) 0.43 to 1.0 as of the end of the Fiscal Quarter
2.
<PAGE>
ending June 30, 1996, (y) 0.63 to 1.0 as of the end of the Fiscal Quarter ending
September 30, 1996 and (z) 1.30 to 1.0 as of the end of the Fiscal Quarter
ending December 31, 1996 and each Fiscal Quarter thereafter. By January 15,
1997, the parties hereto may agree in writing on Minimum Debt Service coverage
ratios different from those listed above in respect of each Fiscal Quarter for
the remaining term of the Credit Agreement. Within 15 days of the commencement
of each subsequent calendar year, the parties hereto may agree in writing on
Minimum Debt Service Coverage Ratios different from those listed above or as
agreed to as provided in the immediately preceding sentence in respect of each
Fiscal Quarter for the remaining term of the Credit Agreement. If the parties
fail to agree in writing on such new amounts in respect of 1997 or any
subsequent calendar year by the end of such 15th day, the amounts previously
agreed in writing by the parties pursuant to this Section 7.06(c) shall apply,
or, if no such amounts have been agreed in writing, the amounts listed above
shall apply."
(c) The definitions of "Daily Margin" and "Daily Default Margin" in
Schedule 5 are deleted in their entirety and replaced with the following:
"Daily Margin and Daily Default Margin = 1.55% and 2.25%
respectively/360 days, provided, however, that if as of December 31, 1996
-------- -------
Tangible Net Worth shall be not less than $75,000,000 and the Minimum Debt
Service Coverage Ratio (as defined in the Inventory Facility) shall be not less
than 1.50 to 1.0, then, beginning the first Business Day after delivery to the
Operating Agent of the audited financial statements and other documents
described in Section 5.02(b) which evidence to the satisfaction of the Operating
Agent the attainment of such Tangible Net Worth and Minimum Debt Service
Coverage Ratio levels and provided there shall not then exist an Termination
Event, then Daily Margin and Daily Default Margin shall equal 1.30% and 2.00%
respectively/360 days."
SECTION 3. Conditions Precedent.
--------------------
(a) The effectiveness of this Amendment is subject to the conditions
precedent that the Collateral Agent, the Operating Agent, FSA and the Lender
shall have received each of the following, in form and substance satisfactory to
each such party:
(i) A certificate of the Secretary of each Borrower and the
Servicer, dated the date of this Amendment and certifying (A) that attached
thereto is a true and complete copy of a resolution of the Board of Directors of
such Borrower or the Servicer, as the case may be, authorizing the execution,
delivery and performance of this Amendment and all other documents required
or necessary to be delivered hereunder and that such resolution has not been
modified, rescinded or amended and is in full force and effect, and (B) as to
the
3.
<PAGE>
incumbency and specimen signature of each Person's officers executing this
Amendment and all other documents required or necessary to be delivered
hereunder.
(ii) An executed version of the First Amendment to the Insurance and
Indemnity Agreement.
(iii) Such other approvals, opinions or documents as the Collateral
Agent or the Operating Agent may reasonably request.
SECTION 4. Confirmation of Agreement and Loan Documents. Except as
--------------------------------------------
herein expressly amended, the Funding Agreement and each of the other documents
executed in connection therewith are ratified and confirmed in all respects and
shall remain in full force and effect in accordance with its terms. Each
reference in the Funding Agreement to "this Agreement" and in each of the other
documents to be executed in connection therewith to the "Funding Agreement"
shall mean the Funding Agreement as amended by this Amendment, and as
hereinafter amended or restated.
SECTION 5. Borrowers' and Servicer's Representations and Warranties.
--------------------------------------------------------
The Borrowers and the Servicer represent and warrant that:
(a) this Amendment has been duly authorized, executed and delivered by
each of the Borrowers and the Servicer pursuant to its corporate power;
(b) this Amendment constitutes the legal, valid and binding obligation
of such Borrower and the Servicer, as the case may be; and
(c) after giving effect to the amendments referred to herein, there
does not exist any Termination Event.
SECTION 6. Expenses. The Borrowers and the Servicer jointly and
--------
severally agree to pay on demand all reasonable out-of-pocket expenses of the
Lender, FSA, the Collateral Agent and the Operating Agent incurred in connection
with the preparation, execution and delivery of this Amendment and any documents
referred to herein and any due diligence and collateral examinations arising
hereunder (including, without limitation, travel and living expenses, attorneys'
fees, appraisal fees, search and filing fees).
SECTION 7. Counterparts. Delivery of an executed counterpart of a
------------
signature page to this Amendment by facsimile shall be effective as delivery of
a manually executed counterpart of this Amendment. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts,
4.
<PAGE>
each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Borrowers, the Collateral Agent, the Operating
Agent, FSA, the Servicer and the Lender have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
TYCO FUNDING I CORPORATION,
as Borrower
By: /s/ Anthony DiMichele
----------------------------
Title:
Name:
TYCO FUNDING II CORPORATION,
as Borrower
By: /s/ Anthony DiMichele
----------------------------
Title:
Name:
TYCO INDUSTRIES, INC.,
as Servicer
By: /s/ Anthony DiMichele
----------------------------
Title:
Name:
5.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION,
as Operating Agent and Collateral Agent
By: /s/ T. E. Johnstone
------------------------------
Title: Duly Authorized Signature
Name: T. E. Johnstone
REDWOOD RECEIVABLES CORPORATION,
as Lender
By: /s/ Catharine L. Midkiff
------------------------------
Title: Assistant Secretary
Name: Catharine L. Midkiff
FINANCIAL SECURITY ASSURANCE INC.
By: /s/ Richard J. Bauerfeld
------------------------------
Title: Managing Director
Name: Richard J. Bauerfeld
6.
<PAGE>
DATED 1996 EXHIBIT 10.57
------------------------------------------
TYCO TOYS (UK) LIMITED
MATCHBOX TOYS LIMITED
as Borrowers
- and -
THE LENDERS
- and -
GENERAL ELECTRIC CAPITAL CORPORATION
as Issuing Bank
- and -
GENERAL ELECTRIC CAPITAL CORPORATION
as Agent
-------------------------------------------------
AMENDMENT NO. 2 TO
GUARANTEE AND REVOLVING
CREDIT FACILITY AGREEMENT
-------------------------------------------------
Wilde Sapte
London
<PAGE>
THIS AGREEMENT is made on the day of March 1996
BY:
(1) TYCO TOYS (UK) LIMITED, a company incorporated under the laws of England
and Wales with registered number 2461539 having its registered office at
Tyco House, Third Avenue, Globe Park, Marlow, Bucks SL7 1YF ("Tyco Toys")
and MATCHBOX TOYS LIMITED, a company incorporated under the laws of
England and Wales with registered number 1611433 having its registered
office at Swift Park Industrial Estate, Old Leicester Road, Rugby,
Warwickshire CV21 1DZ ("Matchbox") (each a "Borrower" and together the
"Borrowers");
(2) THE LENDERS as defined below;
(3) GENERAL ELECTRIC CAPITAL CORPORATION, a corporation organised under the
laws of the State of New York as the issuing bank in respect of certain
guarantees (the "Issuing Bank"); and
(4) GENERAL ELECTRIC CAPITAL CORPORATION, aforesaid as the Agent (as such
term is more particularly defined below).
WHEREAS:
This amendment is supplemental to a Guarantee and Revolving Credit Facility
Agreement dated 13th March 1995 as amended by an Amendment No. 1 dated 14th
November 1995 (the "Agreement") and shall be deemed to be effective as from
February 15, 1996.
1. DEFINITIONS AND INTERPRETATION
------------------------------
1.1 Definitions
Terms defined in the Agreement shall have the same meaning herein.
1.2 Interpretation
The interpretation provisions contained in the Agreement shall have the
same meaning herein.
2. CONDITION PRECEDENT
-------------------
The variations to be effected hereby are conditional upon the Agent
having received (in form and content satisfactory to the Agent acting
reasonably) each of the following:
(a) Certified Copies of the board minutes of each of the Borrowers
approving and authorising the execution, delivery and performance
of this amendment on the terms and conditions hereof;
(b) a certificate of the secretary of each of the Borrowers dated the
date of this amendment as to the incumbency and specimen
signatures of each Borrower's officers executing this amendment;
and
<PAGE>
(c) such other approvals, opinions or documents, in form and substance
satisfactory to the Agent, as the Agent may reasonably request.
3. VARIATIONS
----------
Subject to the satisfaction of the conditions set forth in Clause 2
hereof above, the Agreement is deemed to be effective as from February
15, 1996 as follows:
(a) The definition of "Margin" in Clause 1.1 is deleted in its
entirety and replaced with the following:
"means 2.75% per annum (provided, however, that if as of December
31, 1996 Tangible Net Worth shall be not less than $75,000,000 and
the Minimum Debt Service Coverage Ratio shall be not less than
1.50 to 1.0, then, beginning the first Business Day after delivery
to the Agent pursuant to Clause 13.1.3 hereof of the audited
financial statements and other documents described therein which
evidence to the satisfaction of the Agent the attainment of such
Tangible Net Worth and Minimum Debt Service Coverage Ratio levels
and provided there shall not then exist a Default or Default
Occurrence, Margin shall mean 2.5% per annum)";
(b) Clause 13.4.2 to the Agreement is deleted in its entirety and
replaced with the following:
"13.4.2(a) Each Borrower shall procure that Tyco Parent shall
maintain (or cause to be maintained) as of the end of
each Fiscal Quarter ending on each of the dates set
forth below, Tangible Net Worth of not less than the
respective amount set forth below opposite each such
date:
<TABLE>
<CAPTION>
Date Amount in Dollars
---- -----------------
<S> <C>
December 31, 1995 61,000,000
March 31, 1996 39,900,000
June 30, 1996 38,100,000
September 30, 1996 56,300,000
December 31, 1996 65,400,000
March 31, 1997 110,500,000
June 30, 1997 111,500,000
September 30, 1997 127,400,000
December 31, 1997 136,700,000
March 31, 1998 128,700,000
June 30, 1998 129,600,000
September 30, 1998 145,800,000
December 31, 1998 155,200,000
March 31, 1999 147,300,000
June 30, 1999 148,300,000
September 30, 1999 164,800,000
December 31, 1999 174,300,000
</TABLE>
<PAGE>
and the last day of each
Fiscal Quarter thereafter
By January 15, 1997, the parties hereto may agree in
writing on Tangible Net Worth amounts different from those
listed above in respect of each Fiscal Quarter for the
remaining term of this Agreement. Within 15 days of the
commencement of each subsequent calendar year, the parties
hereto may agree in writing on Tangible Net Worth amounts
different from those listed above or as agreed to as
provided in the immediately preceding sentence in respect
of each Fiscal Quarter for the remaining term of this
Agreement. If the parties fail to agree in writing on such
new amounts in respect of 1997 or any subsequent calendar
year by the end of such 15th day, the amounts previously
agreed in writing by the parties pursuant to this Clause
13.4.2 shall apply, or, if no such amounts have been agreed
in writing, the amounts listed above shall apply."
(c) Clause 13.4.3 of the Agreement is deleted in its entirety and
replaced with the following:
"13.4.3 Each Borrower shall procure that Tyco Parent shall
maintain (or cause to be maintained), as of the end of each
Fiscal quarter (commencing with the Fiscal Quarter ending
September 30, 1995), for each Parent Rolling Period, a
Minimum Debt Service Coverage Ratio of not less than (v)
0.50 to 1.0 as of the end of the Fiscal Quarter ending
December 31, 1995 (w) 0.27 to 1.0 as of the end of the
Fiscal Quarter ending March 31, 1996, (x) 0.43 to 1.0 as of
the end of the Fiscal Quarter ending June 30, 1996, (y)
0.63 to 1.0 as of the end of the Fiscal Quarter ending
September 30, 1996 and (z) 1.30 to 1.0 as of the end of the
Fiscal Quarter ending December 31, 1996 and each Fiscal
Quarter thereafter. By January 15, 1997 the parties hereto
may agree in writing on Minimum Debt Service coverage
ratios different from those listed above in respect of each
Fiscal Quarter for the remaining term of the Credit
Agreement. Within 15 days of the commencement of each
subsequent calendar year, the parties hereto may agree in
writing on Minimum Debt Service Coverage Ratios different
from those listed above or as agreed to as provided in the
immediately preceding sentence in respect of each Fiscal
Quarter for the remaining term of the Credit Agreement. If
the parties fail to agree in writing on such new amounts in
respect of 1997 or any subsequent calendar year by the end
of such 15th day, the amounts previously agreed in writing
by the parties pursuant to this Clause 13.4.3 shall apply,
or, if no such amounts have been agreed in writing, the
amounts listed above shall apply."
(d) Clause 13.4.5 of the Agreement is deleted in its entirety and
replaced with the following:
"13.4.5 Each Borrower shall procure that Tyco Parent shall not
permit EBITA of the International Management Subsidiaries
as of the end
<PAGE>
of any fiscal period set forth below to be less than the
respective amount in Dollars set forth below opposite such
fiscal period:
<TABLE>
<CAPTION>
Fiscal Period EBITA
------------- -------------
<S> <C>
Fiscal Quarter Ending March 31, 1996 $ (9,000,000)
Six (6) Fiscal Months Ending June 30, (15,000,000)
1996
Nine (9) Fiscal Months Ending September (11,000,000)
30, 1996
Fiscal Year Ending December 31, 1996 zero
</TABLE>
By January 15, 1997, the parties hereto shall agree in
writing on EBITA amounts in respect of each Fiscal Quarter
for the remaining term of this Agreement. If the parties
fail to agree in writing on such new amounts by the end of
January 15, 1997 such failure shall be a Default under this
Agreement and the parties shall be entitled to exercise
their respective rights under this Agreement. Within 15
days of the commencement of each calendar year after 1997,
the parties hereto may agree in writing on EBITA amounts in
respect of each Fiscal Quarter for the remaining term of
this Agreement. If the parties fail to agree in writing on
such new amounts in respect of any such calendar year by
the end of such 15th day, the amounts previously agreed in
writing by the parties pursuant to this Clause 13.4.5 shall
apply."
(e) Clause 13.4.6 of the Agreement is deleted in its entirety and
replaced with the following:
"13.4.6 Each Borrower shall procure that Tyco Parent shall not
permit EBITA of the Direct Import Subsidiaries for any
fiscal period set forth below to be less than the
respective amount in Dollars set forth below opposite such
fiscal period:
<TABLE>
<CAPTION>
Fiscal Period EBITA
------------- -----
<S> <C>
Fiscal Quarter Ending March 31, 1996 $(2,800,000)
Six (6) Fiscal Months Ending June 30, (2,500,000)
1996
Nine (9) Fiscal Months Ending September 2,000,000
30, 1996
Fiscal Year Ending December 31, 1996 3,600,000
</TABLE>
By January 15, 1997, the parties hereto shall agree in
writing on EBITA amounts in respect of each Fiscal Quarter
for the remaining term of this Agreement. If the parties
fail to agree in writing on such new amounts by the end of
January 15, 1997 such failure shall be a Default under this
Agreement and the parties shall be entitled to exercise
their respective rights under this Agreement. Within 15
days of the commencement of each calendar year after 1997,
the parties hereto may agree in writing on EBITA amounts in
respect of each Fiscal Quarter for the remaining term of
this Agreement. If the
<PAGE>
parties fail to agree in writing on such new amounts in
respect of any such calendar year by the end of such 15th
day, the amounts previously agreed in writing by the
parties pursuant to this Clause 13.4.6 shall apply.
(f) In Clause 17.4, the words "2.5 per cent per annum" are deleted
from line 2 and replaced with the following:
"2.75 per cent per annum (provided, however, that if as of
December 31, 1996 Tangible Net Worth shall be not less than
$75,000,000 and the Minimum Debt Service Coverage Ratio shall be
not less than 1.50 to 1.0, then, beginning the first Business Day
after delivery to the Agent pursuant to Clause 13.1.3 of the
audited financial statements and other documents described therein
which evidence to the satisfaction of the Agent the attainment of
such Tangible Net Worth and Minimum Debt Service Coverage Ratio
levels and provided there shall not then exist a Default or
Default Occurrence, the Guarantee Fee shall be 2.5 per cent per
annum)".
4. REPRESENTATIONS AND WARRANTIES
------------------------------
Each Borrower hereby represents and warrants to each of the Lenders, the
Issuing Bank and the Agent that:
(a) this Amendment has been duly authorised, executed and delivered by
each of the Borrowers pursuant to its corporate power;
(b) this Amendment constitutes the legal, valid and binding obligation
of such Borrower; and
(c) after giving effect to the amendments referred to herein, there
does not exist any Default or Default Occurrence.
5. EXPENSES
--------
The Borrowers jointly and severally agree to pay on demand all reasonable
fees and out-of-pocket expenses of the Lenders and the Agent incurred in
connection with the preparation, execution and delivery of this Amendment
and any documents referred to herein and any due diligence and collateral
examinations arising hereunder (including, without limitation, travel and
living expenses, attorney's fees, appraisal fees, search and filing
fees).
6. COUNTERPARTS
------------
Delivery of an executed counterpart of a signature page to this Amendment
by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement.
<PAGE>
IN WITNESS whereof the parties hereto have caused this Agreement to be duly
executed the day and year first above written.
<PAGE>
The Lender
- ----------
/s/ Edward Wake Clark
SIGNED by ) Manager, Advances
)
as Attorney for and on behalf of ) /s/ Simon John Hames
LLOYDS BANK PLC ) Manager Assistant Advances
in the presence of : )
The Agent
- ---------
SIGNED by )
GENERAL ELECTRIC )
CAPITAL CORPORATION )
acting by )
who under the laws )
of the State of New York is acting ) /s/ Catharine L. Midkiff
under the authority of ) Vice President - Commercial Finance
General Electric Capital )
Corporation )
The Participant
- ---------------
SIGNED by )
GENERAL ELECTRIC )
CAPITAL CORPORATION )
acting by )
who under the laws of the State of ) /s/ Catharine L. Midkiff
New York is acting under the ) Vice President - Commercial Finance
authority of General Electric )
Capital Corporation )
The Borrowers
- -------------
SIGNED by )
for and on behalf of ) /s/ R. Michael Kennedy, Jr.
MATCHBOX TOYS LIMITED )
SIGNED by )
for and on behalf of ) /s/ R. Michael Kennedy, Jr.
TYCO TOYS (U.K.) LIMITED )
