EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2011 • Galaxy Dream Corp • Wholesale-misc durable goods • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated March 10, 2011, is entered into by and between RC2 Corporation, a Delaware corporation (the “Company”), and Curtis W. Stoelting (the “Employee”) and, solely with respect to Sections 3(b), 4 and 6, Tomy Company, Ltd., a company organized under the laws of Japan (“Purchaser”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG RC2 CORPORATION, TOMY COMPANY, LTD. AND GALAXY DREAM CORPORATION March 10, 2011Agreement and Plan of Merger • March 24th, 2011 • Galaxy Dream Corp • Wholesale-misc durable goods • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 10, 2011, among Tomy Company, Ltd., a company organized under the Laws of Japan (“Parent”), Galaxy Dream Corporation, a Delaware corporation and a wholly owned indirect subsidiary of Parent (“MergerSub”), and RC2 Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 9.03.
November 9, 2010 RC2 Corporation 1111 West 22nd Street Suite 320 Oak Brook, IL 60523 RE: Confidentiality Agreement Ladies and Gentlemen:Galaxy Dream Corp • March 24th, 2011 • Wholesale-misc durable goods • New York
Tomy Company, Ltd. (“Tomy”) has expressed an interest in exploring a possible strategic negotiated relationship or venture (a “Transaction”) with RC2 Corporation, a Delaware corporation (together with its subsidiaries and affiliates, the “Company”). Tomy and the Company are sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties”. In connection with their interest in a Transaction, the Parties may request certain information relating to each other. As a condition to any information being furnished to the Parties and their Representatives (as defined below), Tomy and the Company agree to be bound by the terms and conditions set forth in this letter agreement (this “Agreement”). Each Party further agrees to inform each of its Representatives to whom any information subject to this Agreement is disclosed of the terms and conditions of this Agreement, and to direct each such Representative to fully observe and be bound by this Agreement (o
ROLLOVER BONUS AGREEMENTRollover Bonus Agreement • March 24th, 2011 • Galaxy Dream Corp • Wholesale-misc durable goods
THIS ROLLOVER BONUS AGREEMENT (“Agreement”), dated March 10, 2011, is entered into by and between RC2 Corporation, a Delaware corporation (the “Company”), and Gary W. Hunter (the “Employee”) and Tomy Company, Ltd., a company organized under the laws of Japan (“Purchaser”). This Agreement shall be effective as of the date the Offer is consummated (the “Commencement Date”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). Unless otherwise specified, all dollar amounts herein are in United States currency.
CLOSE & SELL TYPE COMMITMENT TYPE SYNDICATED LOAN AGREEMENT March31, 2011 by and between TOMY COMPANY, LTD. GALAXY DREAM CORPORATION as Borrowers SUMITOMO MITSUI BANKING CORPORATION as Agent SUMITOMO MITSUI BANKING CORPORATION as LendersSyndicated Loan Agreement • April 8th, 2011 • Galaxy Dream Corp • Wholesale-misc durable goods • Tokyo
This Agreement is made as of March 31, 2011, among TOMY COMPANY, LTD., (“Parent Borrower”), GALAXY DREAM CORPORATION (“Subsidiary Borrower”, and together with the Parent Borrower individually the “Borrower” and collectively the “Borrowers”), the financial institutions set out in Schedule 1 as Tranche A Lenders (individually referred to as “Tranche A Lender” and collectively “Tranche A Lenders”), the financial institutions set out in Schedule 1 as Tranche B Lenders (individually referred to as the “Tranche B Lender” and collectively the “Tranche B Lenders”, and together with the Tranche A Lenders individually the “Lender” and collectively the “Lenders”), and SUMITOMO MITSUI BANKING CORPORATION (in its capacity as agent hereinafter referred to as the “Agent”).
Offer to Purchase for Cash All Outstanding Shares of Common StockMerger Agreement • March 24th, 2011 • Galaxy Dream Corp • Wholesale-misc durable goods
Galaxy Dream Corporation, a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of TOMY Company, Ltd., a company organized under the laws of Japan (“Parent”), is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of RC2 Corporation, a Delaware corporation (“RC2”), at a purchase price of $27.90 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”) (which offer, upon such terms and subject to such conditions, as it and they may be amended or supplemented from time to time, constitutes the “Offer”).
