ex10-3torc2juneform10q.htm


    Exhibit
      10.3

    
 

    
      Sixth
        Amendment to Amended and Restated Credit Agreement

       

    

     

    This
      Sixth Amendment to Amended and Restated Credit Agreement (herein, the
“Amendment”) is entered into as of August 1, 2007 but effective as of
      June 30, 2007, 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”), Harris N.A., 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 amend the Adjusted EBITDA
      definition and to make certain other amendments to the Credit Agreement, and
      the
      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:

     

    
      	
              Section 1.  

            	
              Amendments.

            


    

     

    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 Thomas and Friends product line in an aggregate amount
      not
      to exceed $15,000,000, plus (e) restructuring charges related to the
      discontinued automotive collectibles business in an aggregate amount not to
      exceed $14,503,000. 

     

    2.2.    Exhibit
      E to the Credit Agreement shall be amended and restated as set forth on Exhibit
      E attached hereto.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              Section 2.  

            	
              Conditions
                Precedent.

            


    

     

    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.

     

    
      	
              Section 3. 

            	
              Representations.

            


    

     

    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.

     

    
      	
              Section 4.   

            	
              Miscellaneous.

            


    

     

    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.

     

    [SIGNATURE
      PAGES FOLLOW.]

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

        This
      Sixth Amendment
      to Amended and Restated Credit Agreement is entered into as of the date and
      year
      first above written.


     

    
      	
               

            	
              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

            


    

    


    
      	
               

            	
              By
                  /s/   Curtis W.
                Stoelting

            


    

    
      	
               

            	
              Name:
                Curtis W. Stoelting

            


    

    
      	
               

            	
              Title:Chief
                Executive Officer of LCB and LCI,

            


    

    
      	
               

            	
              President
                of TFY and Director of RCWL

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

        

    Accepted
      and agreed to as of the date and year first above written.

     

     

    
      	
               

            	
              Harris
                N.A., in its individual capacity and 

              as
                Administrative Agent

            


    

     

    
      	
               

            	
              By
                /s/   Karen L.
                Knudsen                                   

            


    

    
      	
               

            	
              Name:
                Karen L. Knudsen

            


    

    
      	
               

            	
              Title:
                Managing Director

            


    

    


    
      	
               

            	
              National
                City Bank

            


    

     

    
      	
               

            	
              By
                /s/   Todd
                Kostelnik                                   

            


    

    
      	
               

            	
              Name:
                Todd Kostelnik

            


    

    
      	
               

            	
              Title:
                Vice President

            


    

    


    
      	
               

            	
              U.S.
                Bank National Association

            


    

     

    
      	
               

            	
              By
                /s/   James N.
                DeVries                                   

            


    

    
      	
               

            	
              Name:
                James N. DeVries

            


    

    
      	
               

            	
              Title:
                Senior Vice President

            


    

    


    
      	
               

            	
              LaSalle
                Bank National Association

            


    

     

    
      	
               

            	
              By
                /s/   Michael F.
                Perry                                   

            


    

    
      	
               

            	
              Name:
                Michael F. Perry

            


    

    
      	
               

            	
              Title:
                First Vice President

            


    

    


    
      	
               

            	
              Fifth
                Third Bank (Chicago), a Michigan Banking
                Corporation

            


    

     

    
      	
               

            	
              By
                /s/   Kim
                Puszczewicz                                   

            


    

    
      	
               

            	
              Name:
                Kim Puszczewicz

            


    

    
      	
               

            	
              Title:
                Vice President

            


    

    


    
      	
               

            	
              The
                Northern Trust Company

            


    

     

    
      	
               

            	
              By
                /s/   Kanika
                Agarwal                                   

            


    

    
      	
               

            	
              Name:
                Kanika Agarwal

            


    

    
      	
               

            	
              Title:
                Commercial Banking Officer

            


    

    


    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    


    
      	
               

            	
              Associated
                Bank, N.A.

            


    

     

    
      	
               

            	
              By
                /s/   Brett T.
                Rausch                                   

            


    

    
      	
               

            	
              Name:
                Brett T. Rausch

            


    

    
      	
               

            	
              Title:
                Vice President

            


    

    


    
      	
               

            	
              Charter
                One Bank N.A.

            


    

     

    
      	
               

            	
              By_____________________________

            


    

    
      	
               

            	
              Its_____________________________

            


    

    


    
      
        
          
          

        

        
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