EFFECTIVE FIVE (5) DAYS AFTER BEING PLACED IN THE MAIL, IF
MAILED, CERTIFIED OR REGISTERED, RETURN RECEIPT REQUESTED, OR UPON RECEIPT, IF
DELIVERED PERSONALLY OR BY COURIER OR BY FACSIMILE, IN EACH CASE PROPERLY
ADDRESSED TO THE PARTY TO RECEIVE THE SAME. THE ADDRESSES FOR SUCH
COMMUNICATIONS SHALL BE:
If to the Company:
Small World Kids, Inc.
5711 Buckingham Parkway
Culver City, California 90230
Attention:
Debra Fine
Fax Number:
310-258-1194
With a copy to:
Troy & Gould
1801 Century Park East, 16th Floor
Los Angeles, California 90067
Attention:
David L. Ficksman
Fax Number:
310-789-1490
If to Purchaser:
St. Cloud Capital Partners L.P.
10866 Wilshire Boulevard, Suite 1450
Los Angeles, California 90024
Attention:
Robert Lautz
Fax Number:
310-553-0257
With a copy to:
Latham and Watkins, LLP
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
Attention:
Alex Voxman
Fax Number:
213-891-8763
Each party shall provide written notice to the other party of any change in
address.
(G)
SUCCESSORS AND ASSIGNS. THIS AMENDMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NEITHER THE COMPANY NOR PURCHASER SHALL ASSIGN THIS AMENDMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD), AND IN ANY EVENT ANY ASSIGNEE OF
PURCHASER SHALL BE AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D), IN THE
WRITTEN OPINION OF COUNSEL WHO IS REASONABLY SATISFACTORY TO COMPANY, AND SUCH
ASSIGNMENT SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE
COMPANY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PURCHASER MAY PLEDGE
THE REPLACEMENT NOTES AS COLLATERAL FOR A BONA FIDE LOAN WITH A THIRD PARTY
LENDER, AND SUCH PLEDGE SHALL NOT BE CONSIDERED AN ASSIGNMENT IN VIOLATION OF
THIS AGREEMENT SO LONG AS IT IS MADE IN COMPLIANCE WITH ALL APPLICABLE LAW.
9
(H)
NO THIRD PARTY BENEFICIARIES. THIS AMENDMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
(I)
SURVIVAL. THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
PURCHASER CONTAINED IN SECTIONS 2 AND 3 AND THE AGREEMENTS AND COVENANTS SET
FORTH IN SECTION 4 SHALL SURVIVE THE FINAL CLOSING OF THE PURCHASE AND SALE OF
THE REPLACEMENT NOTES PURCHASED AND SOLD HEREBY.
(J)
FURTHER ASSURANCE. EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO
BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND
DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS
THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
(K)
REMEDIES. NO PROVISION OF THIS AMENDMENT PROVIDING FOR ANY
SPECIFIC REMEDY TO A PARTY SHALL BE CONSTRUED TO LIMIT SUCH PARTY TO THE
SPECIFIC REMEDY DESCRIBED, AND ANY OTHER REMEDY THAT WOULD OTHERWISE BE
AVAILABLE TO SUCH PARTY AT LAW OR IN