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EXHIBIT 10.6
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of
April 30, 1996 (this "Amendment"), to the Securities Purchase Agreement, dated
as of April 30, 1996 (the "Agreement"), by and among Collectible Champions,
Inc., a Delaware corporation (the "Company"), ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P., a
Delaware limited partnership ("▇▇▇▇▇▇ ▇▇▇▇▇," and collectively with the Company,
the "Parties") and certain other purchasers of the Company's stock is made by
the Parties in accordance with Section 6(d) of the Agreement. Each capitalized
term not otherwise defined in this Amendment which is defined in the Agreement
shall have the meaning given such term in the Agreement.
WHEREAS, the Parties desire to amend the Agreement to permit ▇▇▇▇▇
▇▇▇▇▇▇▇▇ to purchase the 2,500 shares of Common Stock, par value $.01 per share
(the "Common") and 226.43 shares of Series A Preferred Stock, par value $.01 per
share (the "Preferred") to be purchased by him under the Agreement by delivery
of a Promissory Note in the aggregate initial principal amount of $120,758
instead of payment in cash of $120,758 as set forth in the Agreement.
NOW THEREFORE, the Parties hereby agree as follows:
1. Amendment of Section 1(c). Section 1(c) of the Agreement is
hereby amended and restated in its entirety to read as follows:
The closing of the purchase and sale of the Securities (the
"Closing") shall take place at the same time and place as the
closing of the transactions contemplated by the Acquisition
Agreement. At the Closing, the Company shall deliver to each
Purchaser (i) stock certificates evidencing the Stock to be
purchased by such Purchaser, each registered in such Purchaser's
or its nominee's name, and (ii) a Note in the principal amount to
be purchased by such Purchaser upon payment of the purchase price
thereof (A) by each Purchaser other than ▇▇▇▇▇▇▇▇, by a cashier's
or certified check, or by wire transfer of immediately available
funds to an account designated by the Company and (B) by ▇▇▇▇▇▇▇▇,
by delivery of a Promissory Note in the aggregate initial
principal amount of $120,758 in the form attached hereto as
Exhibit C (the "▇▇▇▇▇▇▇▇ Note"). ▇▇▇▇▇▇▇▇'▇ obligations under the
▇▇▇▇▇▇▇▇ Note shall be secured by a pledge of all of the
Securities purchased by ▇▇▇▇▇▇▇▇ hereunder. In connection
therewith, ▇▇▇▇▇▇▇▇ shall enter into a pledge agreement with the
Company in the form of Exhibit D attached hereto. The Company
shall hold each certificate representing the Stock purchased by
▇▇▇▇▇▇▇▇ hereunder and the Note purchased by ▇▇▇▇▇▇▇▇ hereunder
until such Securities are released from the pledge to the Company.
2. Full Force and Effect. Except as specifically amended hereby,
the Agreement shall remain in full force and effect.
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3. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
4. Governing Law. The corporate laws of the State of Delaware will
govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by and construed in accordance
with the domestic laws of the State of Illinois, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Illinois or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Illinois.
5. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year first above written.
COLLECTIBLE CHAMPIONS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: President
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▇▇▇▇▇▇ ▇▇▇▇▇ & PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.L.C.
Its: General Partner
By: /s/ Avy ▇. ▇▇▇▇▇
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Its: Managing Director
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