-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfgZQiqjw6kBUVI6sda32jd4JHTrayrd9+4Bq6j7C4Z+yox7GGXFkfsyH0WD5c3b NfF0r2nmsMzgeku/BK4Jfw== 0000950109-96-001998.txt : 19960408 0000950109-96-001998.hdr.sgml : 19960408 ACCESSION NUMBER: 0000950109-96-001998 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960322 ITEM INFORMATION: Other events FILED AS OF DATE: 19960405 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO TOYS INC CENTRAL INDEX KEY: 0000786130 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 133319358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09357 FILM NUMBER: 96544698 BUSINESS ADDRESS: STREET 1: 6000 MIDLANTIC DR CITY: MT LAUREL STATE: NJ ZIP: 08054-1516 BUSINESS PHONE: 6092347400 MAIL ADDRESS: STREET 1: BAER MARKKS & UPHAM STREET 2: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 FORM 8-K 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: _______ 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 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 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 EX-10.54 2 AMENDMENT #2 TO SERVICING AGREEMENT ================================================================================ 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 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 - 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. - 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; - 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. - 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 EX-10.55 3 AMENDMENT TO CREDIT AGREEMENT 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: "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:
Date Amount ---- ------ 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
2 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
Fiscal Period EBITA ------------- ----- 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
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:
Fiscal Period EBITA ------------- ----- 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
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 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 (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 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 EX-10.56 4 FIRST AMENDMENT TO CREDIT AGREEMENT 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 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. 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. 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. 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. 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. EX-10.57 5 AMENDMENT #2 REVOLVING CREDIT FACILITY AGREEMENT 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 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 (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:
Date Amount in Dollars ---- ----------------- 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 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 of any fiscal period set forth below to be less than the respective amount in Dollars set forth below opposite such fiscal period:
Fiscal Period EBITA ------------- ------------- 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
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:
Fiscal Period EBITA ------------- ----- 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
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 13.4.6 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. IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed the day and year first above written. 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 ) -----END PRIVACY-ENHANCED MESSAGE-----