SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 28, 2002,
amends and supplements that certain Credit Agreement dated as of April 30, 1998
(as amended to the date, the "Credit Agreement") among THE MIDDLETON DOLL
COMPANY (formerly known as Bando McGlocklin Capital Corporation), a Wisconsin
corporation (the "Company") and U.S. BANK NATIONAL ASSOCIATION (formerly known
as Firstar Bank, N.A., successor by merger to Firstar Bank Milwaukee, N.A.) (the
"Bank").
RECITAL
The Company and the Bank desire to amend the Credit Agreement as provided
below.
AGREEMENTS
In consideration of the promises and agreements set forth in the Credit
Agreement, as amended hereby, the Bank and the Company agree as follows:
1. Definitions and References. Capitalized terms not otherwise defined
herein have the meanings assigned to them in the Credit Agreement. All
references to the Credit Agreement contained in the Loan Documents shall, upon
fulfillment of the conditions set forth in section 3 below, mean the Credit
Agreement as amended by this Sixth Amendment.
2. Amendments to Credit Agreement. The Credit Agreement is amended as
follows:
(a) The definition of "Maturity Date" contained in section 1 of
the Credit Agreement is amended by deleting "June 28, 2002" contained
therein and substituting "December 31, 2002" in its place.
(b) The definition of "Revolving Loan Commitment" contained in
section 1 of the Credit Agreement is amended to read as follows:
"Revolving Loan Commitment" means $7,500,000, provided that
such amount shall be reduced to (a) $5,000,000 on August 15, 2002
and (b) $0 on the Maturity Date.
(c) Section 2.1(a) is amended by deleting the last paragraph
thereof.
3. Effectiveness of Sixth Amendment. This Sixth Amendment shall become
effective upon its execution and delivery by the Company and the Bank, and the
satisfaction of the following conditions:
(a) Guaranty Reaffirmations. The Bank shall have received a
guaranty reaffirmation duly executed by BMSBLC and Lee Middleton Original
Dolls, Inc., respectively, whereby each entity reaffirms its obligations
under its previously executed guaranty in favor of the Bank with respect
to the obligations of the Company.
(b) Closing Certificate. The Bank shall have received copies,
certified by the Secretary of the Company to be true and correct and in
full force and effect as of the date of this Sixth Amendment, of (i) the
Articles of Incorporation and By-Laws of the Company which shall remain
in full force and effect as of the date of this Sixth Amendment; (ii)
resolutions of the Board of Directors of the Company authorizing the
issuance, execution and delivery of this Sixth Amendment; and (iii) a
statement containing the names and titles of the officer or officers of
the Company authorized to sign such documents, together with true
signatures of such officers.
(c) Proceedings Satisfactory. All other proceedings contemplated
by this Sixth Amendment shall be satisfactory to the Bank, and the Bank
shall have received such other information relating hereto as the Bank
may reasonably request.
4. Representations and Warranties. The Company represents and warrants to
the Bank that:
(a) The execution, delivery and issuance of this Sixth Amendment,
and the performance by the Company of its obligations hereunder, are
within its corporate power, have been duly authorized by proper corporate
action on the part of the Company, are not in violation of any existing
law, rule or regulation of any governmental agency or authority, any
order or decision of any court, the Articles of Incorporation or By-Laws
of the Company or the terms of any agreement, restriction or undertaking
to which the Company is a party or by which it is bound, and do not
require the approval or consent of the shareholders of the Company, any
governmental body, agency or authority or any other person or entity; and
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(b) The representations and warranties contained in the Loan
Documents are true and correct in all material respects as of the date of
this Sixth Amendment except (i) the representations and warranties
contained in section 3.3 of the Credit Agreement shall apply to the most
recent financial statements delivered by the Company to the Bank pursuant
to sections 5.1 and 5.2 of the Credit Agreement and (ii) for changes
contemplated or permitted by the Loan Documents and, to the Company's
knowledge, no condition exists or event or act has occurred that, with or
without the giving of notice or the passage of time, would constitute an
Event of Default under the Credit Agreement.
5. Costs and Expenses. The Company agrees to pay to the Bank, on demand,
all costs and expenses (including reasonable attorneys' fees) paid or incurred
by the Bank in connection with the negotiation, execution and delivery of this
Sixth Amendment.
6. Full Force and Effect. The Credit Agreement, as amended hereby,
remains in full force and effect.
7. Counterparts. This Sixth Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of parties hereto may execute this Sixth Amendment by signing any such
counterpart.
THE MIDDLETON DOLL COMPANY (formerly known
as Bando McGlocklin Capital Corporation)
BY /s/ Susan J. Hauke
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Its Vice President Finance
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U.S. BANK NATIONAL ASSOCIATION
(formerly known as Firstar Bank, N.A.,
successor by merger to Firstar Bank
Milwaukee, N.A.)
BY /s/ Jon B. Beggs
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Its Vice President
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