EXHIBIT 10.27
SECOND AMENDMENT TO CONVERTIBLE LOAN AGREEMENT
THIS SECOND AMENDMENT TO CONVERTIBLE LOAN AGREEMENT (this "Amendment")
made as of December 29, 2000, by and among Play by Play Toys & Novelties, Inc.,
a Texas corporation ("Borrower"), Renaissance Capital Group, Inc., a Texas
corporation ("Agent"), and the Lenders party to the Original Agreement defined
below ("Lenders").
RECITALS
A. Borrower, Agent and Lenders entered into that certain Convertible Loan
Agreement dated as of July 3, 1997 (as amended and supplemented to the date
hereof, including pursuant to a First Amendment to Convertible Loan Agreement
dated as of October 22, 1999, the "Original Agreement"), for the purpose and
consideration therein expressed, whereby Lenders became obligated to make loans
to Borrower as therein provided.
B. Borrower, Agent and Lenders desire to amend the Original
Agreement and the Debentures to extend the existing maturity date from
December 31, 2000 to January 15, 2001.
In consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:
ARTICLE 2
DEFINITIONS AND REFERENCES
ARTICLE 1.1 TERMS DEFINED IN THE ORIGINAL AGREEMENT. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment.
ARTICLE 1.2 OTHER DEFINED TERMS. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to
them in this Section 1.2.
"Amendment" means this Second Amendment to Convertible Loan
Agreement.
"Loan Agreement" means the Original Agreement as amended hereby.
ARTICLE 2
AMENDMENTS TO LOAN DOCUMENTS
ARTICLE 2.1 AMENDMENT OF TERMS. The Loan Documents are hereby amended as
follows:
(a) MATURITY. Section 2.04 of the Original Agreement and Section 2 of each
Debenture are amended to provide that the Debentures shall mature on January 15,
2001.
(b) FINANCIAL COVENANTS. Section 7.01 of the Original Agreement is hereby
amended by deleting such section in its entirety.
(c) EVENTS OF DEFAULT. Section 8.01(a)(iii) of the Original Agreement is hereby
amended by adding the following to the second line following the word
"Documents,": "or in Section 9.16 of the Congress Facility,"
ARTICLE 3
ADDITIONAL AGREEMENTS
ARTICLE 3.1 NO WAIVER OF ANY EXISTING DEFAULTS. Borrower hereby acknowledges
that Lenders, in executing and delivering this Second Amendment to Convertible
Loan Agreement, hereby waive no Default that may be existing under the Loan
Documents as of the date of this Amendment, but instead expressly reserve any
and all of their rights, powers, and/or remedies under the Loan Documents and/or
applicable in connection with any such Existing Default.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
ARTICLE 4.1 REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce each
Lender to enter into this Agreement, Borrower represents and warrants to each
Lender that:
(a) Borrower is duly authorized to execute and deliver this Amendment and is
duly authorized to perform its obligations under the Loan Documents. Borrower
has duly taken all corporate action necessary to authorize the execution and
delivery of this Amendment and to authorize the performance of the obligations
of Borrower hereunder.
(b) The execution and delivery by Borrower of this Amendment, the performance by
Borrower of its obligations hereunder and the consummation of the transactions
contemplated hereby do not and will not conflict with any provision of law,
statute, rule or regulation or of the articles of incorporation and bylaws of
Borrower, or of any material agreement, judgment, license, order or permit
applicable to or binding upon Borrower, or result in the creation of any lien,
charge or encumbrance upon any assets or properties of Borrower. Except for
those which have been obtained, no consent, approval, authorization or order of
any court or governmental authority or third party is required in connection
with the execution and delivery by Borrower of this Amendment or to consummate
the transactions contemplated hereby.
(c) When duly executed and delivered, this Amendment will be a legal and binding
obligation of Borrower, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency or similar laws of general application
relating to the enforcement of creditors' rights and by equitable principles of
general application.
ARTICLE 4.2 REPRESENTATIONS AND WARRANTIES OF LENDERS. Each Lender hereby
represents and warrants to Borrower that it owns and holds as of the date hereof
the Debentures purchased by it under the Original Agreement, and is duly
authorized to execute and deliver this Amendment.
ARTICLE 5
MISCELLANEOUS
ARTICLE 5.1 RATIFICATION OF AGREEMENTS. The Original Agreement as hereby amended
is hereby ratified and confirmed in all aspects. The Loan Documents, as they may
be amended hereby, are hereby ratified and confirmed in all respects. Any
reference to the Loan Agreement in any Loan Document shall be deemed to be a
reference to the Original Agreement as hereby amended. Any reference to the
Debentures in any Loan Document shall be deemed to be a reference to the
Debentures are hereby amended. Consistent with, but not in limitations of, the
provisions of SECTION 3.1 hereof, execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Lenders
under the Loan Agreement, the Debentures or any other Loan Document nor
constitute a waiver of any provision of the Loan Agreement, the Debentures or
any other Loan Document.
ARTICLE 5.2 SURVIVAL OF AGREEMENTS. All representations, warranties, covenants
and agreements of Borrower herein shall survive the execution and delivery of
this Amendment and the performance hereof, and shall further survive until all
of the Obligations are paid in full. All statements and agreements contained in
any certificate or instrument delivered by Borrower hereunder or under the
Credit Agreement to any Lender shall be deemed to constitute representations and
warranties by, and/or agreements and covenants of, Borrower under this Amendment
and under the Loan Agreement.
ARTICLE 5.3 LOAN DOCUMENTS. This Amendment is a Loan Document, and all
provisions in the Loan Agreement pertaining to Loan Documents apply hereto and
thereto.
ARTICLE 5.4 GOVERNING LAW. This Amendment shall be governed by and construed in
accordance the laws of the State of Texas and any applicable laws of the United
States of America in all respects, including construction, validity and
performance.
ARTICLE 5.5 COUNTERPARTIES; FAX. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Amendment. This Amendment may be validly executed by facsimile or other
electronic transmission.
THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.
PLAY BY PLAY TOYS & NOVELTIES, INC.
By: ___________________________________
Name:
Title:
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: ___________________________________
Name:
Title:
RENAISSANCE CAPITAL GROWTH & INCOME FUND III,
INC.
By: ___________________________________
Name:
Title:
BANC ONE CAPITAL PARTNERS II, LLC
By: Bank One Capital Partners Holdings, Ltd.,
Manager
By: ___________________________________
Name:
Title:
RENAISSANCE CAPITAL GROUP, INC., as Agent
By: ___________________________________
Name:
Title: