<PAGE>

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Agreement") is made and
entered into as of this 6th day of December, 1996 among THE TOPPS COMPANY, INC.,
a Delaware  corporation  ("Borrower"),  NATIONSBANK,  N.A.,  a national  banking
association  formerly known as NationsBank,  National  Association  (Carolinas),
each  other  lender  signatory  hereto  (each   individually,   a  "Lender"  and
collectively,   the  "Lenders"),  and  NATIONSBANK,  N.A.,  a  national  banking
association formerly known as NationsBank,  National Association (Carolinas), in
its capacity as agent for the Lenders (in such capacity, the "Agent");

                              W I T N E S S E T H:
                              -------------------

         WHEREAS,  the  Borrower,  the Lenders and the Agent have entered into a
Credit Agreement dated as of June 30, 1995, as amended pursuant to Amendment No.
1 to Credit  Agreement dated as of June 5, 1996 among the Borrower,  the Lenders
and the Agent (as  amended  hereby  and as from  time to time  further  amended,
supplemented or replaced, the "Credit Agreement"), pursuant to which the Lenders
agreed  to make  certain  revolving  credit,  term  loan and  letter  of  credit
facilities available to the Borrower; and

         WHEREAS,  the  Borrower  has  requested  that the Credit  Agreement  be
amended in the manner set forth herein and the Agent and the Lenders are willing
to agree to such amendment;

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and the
fulfillment  of the  conditions  set forth herein,  the parties hereto do hereby
agree as follows:

         1.       Definitions.  Any capitalized terms used herein without
                  -----------
definition shall have the meaning set forth in the Credit Agreement.

         2.       Amendment of Consolidated Leverage Ratio.  Subject to the
                  ----------------------------------------
terms and conditions set forth herein, the definition of "Consolidated  Leverage
Ratio" in Section 1.1 of the Credit  Agreement is hereby deleted in its entirety
and replaced by the following definition:

                  "Consolidated  Leverage  Ratio"  means,  as  of  the  date  of
         computation thereof, the ratio of (i) the sum of (without  duplication)
         Consolidated  Indebtedness  (determined  as  at  such  date)  plus  the
         aggregate   stated  amount  of  all  Standby  Letters  of  Credit  then
         outstanding  plus the aggregate  principal  amount of Indebtedness  for
         which the  Borrower or any  Subsidiary  has entered  into a Guaranty to
         (ii)  Consolidated  EBITDA (for the Four- Quarter  Period ending on (or
         most recently ended prior to) such date); provided, however, that for
                                                   --------  -------
         any Four- Quarter Period which includes the third or fourth fiscal

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         quarter of the Fiscal  Year ended  March 1, 1997,  the  calculation  of
         Consolidated Net Income, as a component of Consolidated  EBITDA,  shall
         not include (i) up to  $33,000,000  in  expenses  and charges  directly
         incurred in connection with the closing of the Borrower's manufacturing
         facility in Duryea,  Pennsylvania  during  either such fiscal  quarter,
         (ii) up to  $3,000,000  in charges  incurred  during either such fiscal
         quarter as a result of a write-down of the valuation of the  Borrower's
         manufacturing  facility in Ireland in compliance with Statement No. 121
         of the Financial  Accounting Standards Board and (iii) up to $1,000,000
         in  expenses  and charges  directly  incurred  in  connection  with the
         closing  during  either such  quarter of the Merlin B.V.  office in the
         Netherlands  (all  such  expenses  calculated  on a  pre-tax  basis and
         whether or not classified as  extraordinary  in accordance  with GAAP);
         provided further, however, such expenses and charges in excess of
         -----------------
         $33,000,000,  $3,000,000  and  $1,000,000,  respectively,  shall  be so
         included in the calculation of  Consolidated  Net Income as a component
         of Consolidated EBITDA;

         3.       Amendment of Consolidated Fixed Charge Ratio.  Subject to the
                  --------------------------------------------
terms and conditions set forth herein,  the  definition of  "Consolidated  Fixed
Charge  Ratio" in Section 1.1 of the Credit  Agreement is hereby  deleted in its
entirety and replaced by the following definition:

                  "Consolidated  Fixed Charge Ratio" means,  with respect to the
         Borrower and its Subsidiaries for any Four-Quarter Period ending on the
         date of computation  thereof,  the ratio of (i) Consolidated EBITDA for
         such period less (without  duplication)  Capital  Expenditures for such
         period  less all income  taxes  accrued  during  such  period,  to (ii)
         Consolidated Fixed Charges for such period; provided, however, that for
                                                     --------  -------
         any  Four-Quarter  Period  which  includes  the third or fourth  fiscal
         quarter of the Fiscal  Year ended  March 1, 1997,  the  calculation  of
         Consolidated Net Income, as a component of Consolidated  EBITDA,  shall
         not include (i) up to  $33,000,000  in  expenses  and charges  directly
         incurred in connection with the closing of the Borrower's manufacturing
         facility in Duryea,  Pennsylvania  during  either such fiscal  quarter,
         (ii) up to  $3,000,000  in charges  incurred  during either such fiscal
         quarter as a result of a write-down of the valuation of the  Borrower's
         manufacturing  facility in Ireland in compliance with Statement No. 121
         of the Financial  Accounting Standards Board and (iii) up to $1,000,000
         in  expenses  and charges  directly  incurred  in  connection  with the
         closing  during  either such  quarter of the Merlin B.V.  office in the
         Netherlands  (all  such  expenses  calculated  on a  pre-tax  basis and
         whether or not classified as extraordinary in

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         accordance with GAAP);  provided  further,  however,  such expenses and
                                 -----------------
         charges  in  excess  of   $33,000,000,   $3,000,000,   and   $1,000,000
         respectively,  shall be so included in the  calculation of Consolidated
         Net Income as a component of Consolidated EBITDA;

         4.       Amendment of Consolidated Net Worth.  Subject to the terms and
                  -----------------------------------
conditions  set forth  herein,  the  definition of  "Consolidated  Net Worth" in
Section  1.1 of the  Credit  Agreement  is hereby  deleted in its  entirety  and
replaced by the following definition:

                  "Consolidated  Net  Worth"  means at any time as of which  the
         amount thereof is to be determined,  Consolidated  Shareholders' Equity
         minus  (without  duplication  of deductions in respect of items already
         deducted in arriving at surplus and  retained  earnings)  all  reserves
         (other  than  contingency  reserves  not  allocated  to any  particular
         purpose),  including  without  limitation  reserves  for  depreciation,
         depletion, amortization, obsolescence, deferred income taxes, insurance
         and inventory  valuation all as determined on a  consolidated  basis in
         accordance with GAAP applied on a Consistent Basis; provided, however,
                                                             --------  -------
         that at any time on or after the last day of the third  fiscal  quarter
         of the  Borrower of the Fiscal  Year ended March 1, 1997,  Consolidated
         Net Worth shall not be decreased by (i) up to  $33,000,000  in expenses
         and charges  directly  incurred in  connection  with the closing of the
         Borrower's  manufacturing facility in Duryea,  Pennsylvania during such
         fiscal quarter or the immediately  following fiscal quarter, (ii) up to
         $3,000,000 in charges  incurred  during either such fiscal quarter as a
         result of a write-down of the valuation of the Borrower's manufacturing
         facility  in  Ireland  in  compliance  with  Statement  No.  121 of the
         Financial  Accounting  Standards  Board and (iii) up to  $1,000,000  in
         expenses and charges  directly  incurred in connection with the closing
         during either such quarter of the Merlin B.V. office in the Netherlands
         (all  such  expenses  calculated  against  the  limitations  above on a
         pre-tax basis but deducted from  Consolidated Net Worth on an after-tax
         basis and whether or not classified as extraordinary in accordance with
         GAAP); provided further, however, Consolidated Net Worth shall be
                ----------------
         decreased  by such  expenses  and  charges  in excess  of  $33,000,000,
         $3,000,000, and $1,0000,000 respectively;

         5.    Effectiveness.  This Agreement shall become effective as of the
               -------------
date hereof upon receipt by the Agent of (a) twelve (12) fully  executed  copies
of this Agreement (which may be signed in counterparts) and (b) an amendment fee
in  the  amount  of  $52,450  paid  in  immediately  available  funds  and to be
distributed by the

Doc No: 92617 v.10

                                        3


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Agent to the Lenders based on their Applicable Commitment Percentages.

         6.       Representations and Warranties.  In order to induce the Agent
                  ------------------------------
and the  Lenders to enter  into this  Agreement,  the  Borrower  represents  and
warrants to the Agent and the Lenders as follows:

                  (a)  There  has  been  no  material   adverse  change  in  the
         condition,   financial   or   otherwise,   of  the   Borrower  and  its
         Subsidiaries,  taken as a  whole,  since  the  date of the most  recent
         financial reports of the Borrower received by the Agent and the Lenders
         under Section 9.1(a) of the Credit Agreement, other than changes in the
               --------------
         ordinary course of business;

                  (b)  The  business  and  properties  of the  Borrower  and its
         Subsidiaries, taken as a whole, are not, and since the date of the most
         recent financial  report of the Borrower and its Subsidiaries  received
         by the Agent and the Lenders under Section 9.1(a) of the Credit
                                            --------------
         Agreement,  have not been, adversely affected in any substantial way as
         the  result  of any  fire,  explosion,  earthquake,  accident,  strike,
         lockout,  combination of workers,  flood, embargo,  riot, activities of
         armed forces,  war or acts of God or the public enemy,  or cancellation
         or loss of any major contracts; and

                  (c) No event has occurred and is continuing which constitutes,
         and no condition  exists which upon the consummation of the transaction
         contemplated hereby would constitute,  a Default or an Event of Default
         under the Credit  Agreement,  either  immediately  or with the lapse of
         time or the giving of notice, or both.

         7.       Entire Agreement.  This Agreement sets forth the entire
                  ----------------
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter.

         8. Full Force and Effect of  Agreement.  Except as hereby  specifically
            -----------------------------------
amended,  modified  or  supplemented,  the Credit  Agreement  and all other Loan
Documents are hereby  confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.

         9.       Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  each of which  shall be deemed an  original  as against any party
whose signature appears thereon,  and all of which shall together constitute one
and the same instrument.

         10.      Governing Law.  This Agreement shall in all respects be
                  -------------
governed by the laws and judicial decisions of the State of New York.


Doc No: 92617 v.10

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<PAGE>



         11.      Enforceability.  Should any one or more of the provisions of
                  --------------
this Agreement be determined to be illegal or unenforceable as to one or more of
the parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.

         12.      Credit Agreement.  All references in any of the Loan Documents
                  ----------------
to the Credit Agreement shall mean the Credit Agreement as amended hereby.

                            [Signature pages follow.]


Doc No: 92617 v.10

                                        5


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  by their duly  authorized  officers,  all as of the day and year
first above written.

                                       BORROWER:

                                       THE TOPPS COMPANY, INC.


                                       By: /s/ C. K. Jessup
                                           -------------------------------
                                       Name: C. K. Jessup
                                             -----------------------------
                                       Title: Vice President-CFO
                                              ----------------------------

                                       AGENT:

                                       NATIONSBANK, N.A., as Agent for the
                                       Lenders


                                       By: /s/ Peter C. Hall
                                           -------------------------------
                                       Name: Peter C. Hall
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------

                                       LENDERS:

                                       NATIONSBANK, N.A.


                                       By: /s/ Peter C. Hall
                                           -------------------------------
                                       Name: Peter C. Hall
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------

                                       THE CHASE MANHATTAN BANK (N.A.)


                                       By: /s/ Alicia Schreibstein
                                           -------------------------------
                                       Name: Alicia Schreibstein
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                       FLEET BANK, N.A.


                                       By: /s/ Thomas J. Levy
                                           -------------------------------
                                       Name: Thomas J. Levy
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------

                             [Signature Page 1 of 2]


<PAGE>


                                       THE BANK OF NEW YORK


                                       By: /s/ George Glasser
                                           --------------------------------
                                       Name: George Glasser
                                             ------------------------------
                                       Title: Vice President
                                              -----------------------------

                                       CREDITANSTALT CORPORATE FINANCE, INC.


                                       By: /s/ Gregory F. Mathis
                                           --------------------------------
                                       Name: Gregory F. Mathis
                                             ------------------------------
                                       Title: Vice President
                                              -----------------------------

                                       By: /s/ Stacy Harmon
                                           --------------------------------
                                       Name: Stacy Harmon
                                             ------------------------------
                                       Title: Senior Associate
                                              -----------------------------

                                       THE SUMITOMO BANK LIMITED,
                                            CHICAGO BRANCH


                                       By: /s/ Ronald W. Gale
                                           --------------------------------
                                       Name: Ronald W. Gale
                                             ------------------------------
                                       Title: Vice President
                                              -----------------------------

                                       By: /s/ William N. Paty
                                           --------------------------------
                                       Name: William N. Paty
                                             ------------------------------
                                       Title: Vice President & Manager
                                              -----------------------------

                                       TORONTO DOMINION (NEW YORK), INC.


                                       By: /s/ Jorge Garcia
                                           --------------------------------
                                       Name: Jorge Garcia
                                             ------------------------------
                                       Title: Vice President
                                              -----------------------------


                                       THE MITSUBISHI BANK, LIMITED-
                                            NEW YORK BRANCH


                                       By: /s/ Glenn B. Eckert
                                           --------------------------------
                                       Name: Glenn B. Eckert
                                             ------------------------------
                                       Title: Vice President
                                              -----------------------------

                            [Signature Page 2 of 2]