Ninth Amendment to Amended and Restated Credit Agreement
Exhibit
10.3
Ninth
Amendment to Amended and Restated Credit Agreement
This
Ninth Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into
as of August 8, 2008 but effective as of June 30, 2008, by and among Learning
Curve Brands, Inc. (formerly known as RC2 Brands, Inc.) (“LCB”), Learning Curve
International, Inc. (“LCI”), The First Years
Inc.
(“TFY”), Racing
Champions Worldwide Limited (“RCWL”; LCB, LCI, TFY, and
RCWL being referred to herein collectively as the “Borrowers”), ▇▇▇▇▇▇ ▇.▇., as
Administrative Agent, and the Lenders party hereto.
Preliminary
Statements
A. The Borrowers, the Lenders and the Administrative Agent entered into an
Amended and Restated Credit Agreement dated as of September 15, 2004, as
heretofore amended (the “Credit
Agreement”). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.
B. The Borrowers have requested that the Required Lenders make certain
other amendments to the Credit Agreement, and the Required Lenders are willing
to do so under the terms and conditions set forth herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties hereto agree as follows:
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Section 1.
Amendments.
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Subject
to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as
follows:
1.1. The definition of “Adjusted EBITDA” appearing
in Section 5.1 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
“Adjusted
EBITDA” means, with
reference to any period, the sum of (a) the EBITDA of the Company and its
Subsidiaries for such period, plus (b) EBITDA of any
Person and its subsidiaries acquired pursuant to Section 8.9(i) hereof for
such period plus
(c) adjustments associated
with any Permitted Acquisition to the
extent reasonably acceptable to the Administrative Agent, plus (d) non-recurring
costs
and extraordinary expenses incurred in connection with the recall of specific
components from the ▇▇▇▇▇▇ and Friends product line in an aggregate amount
not
to exceed $28,300,000, plus (e) non-recurring
costs
in connection with the settlement of claims with HIT Entertainment in an
aggregate amount not to exceed $15,000,000.
1.2.
Notwithstanding anything contained in the Credit Agreement to the contrary,
the
Borrower acknowledges that the Applicable Margin from the date of this Amendment
through the next Pricing Date shall be at Level IV.
1.3.
Section 8.21 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
Section
8.21. Minimum
Adjusted EBITDA. As of the last day of each fiscal quarter of
the Company (commencing September 30, 2004), the Company shall maintain an
Adjusted EBITDA of not less than $72,000,000 for the period of four
fiscal
quarters then ended.
1.3
Exhibit E to the Credit Agreement shall be amended and restated as set forth
on
Exhibit E attached hereto.
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Section 2.
Conditions Precedent.
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The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
2.1.
The
Borrowers and the Required Lenders shall have executed and delivered this
Amendment.
2.2.
Legal matters incident to the execution and delivery of this Amendment shall
be
satisfactory to the Administrative Agent and its counsel.
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Section 3.
Representations.
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In
order
to induce the Lenders to execute and deliver this Amendment, the Borrowers
hereby represent to the Lenders that, as of the date hereof, the representations
and warranties set forth in Section 6 of the Credit Agreement are and shall
be and remain true and correct (except that the representations contained in
Section 6.5 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Lenders) and the Borrowers are in
compliance with the terms and conditions of the Credit Agreement and no Default
or Event of Default has occurred and is continuing under the Credit Agreement
or
shall result after giving effect to this Amendment.
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Section 4.
Miscellaneous.
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4.1.
Except as specifically amended herein, the Credit Agreement shall continue
in
full force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in the Credit Agreement, the Notes, or
any
other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
4.2. This Amendment may be executed in any number of counterparts, and by the
different parties on different counterpart signature pages, all of which taken
together shall constitute one and the same agreement. Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
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This
Ninth Amendment to Amended and Restated Credit Agreement is entered into as
of
the date and year first above written.
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LEARNING
CURVE BRANDS, INC. (f/k/a RC2 Brands, Inc.)
LEARNING
CURVE INTERNATIONAL, INC.
THE
FIRST YEARS INC., a Massachusetts corporation
RACING
CHAMPIONS WORLDWIDE LIMITED
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By
/s/
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
Chief Executive Officer of LCB and
LCI,
President of TFY and Director
of
RCWL
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Accepted
and agreed to as of the date and year first above written.
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▇▇▇▇▇▇
▇.▇., in its individual capacity and as
Administrative Agent
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By
/s/ ▇▇▇▇ ▇.
▇▇▇▇▇▇
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Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
Vice President
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NATIONAL
CITY BANK
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By
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Its
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U.S.
BANK NATIONAL ASSOCIATION
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By
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Its
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LASALLE
BANK NATIONAL ASSOCIATION
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By
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Its
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FIFTH
THIRD BANK (CHICAGO), a Michigan
Banking Corporation
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By ________________________________
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Its
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THE
NORTHERN TRUST COMPANY
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By
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Its
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4
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ASSOCIATED
BANK, N.A.
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By
________________________________
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Its
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RBS
CITIZENS, N.A.
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By
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Its
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