TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
TENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This
Tenth
Amendment to Amended and Restated Credit Agreement (herein, the "Amendment") is entered into
as of September 12, 2008, by and among Learning Curve 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"), Xxxxxx X.X.,
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 Lenders 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.
Section 2.1(c) of the Credit Agreement shall be amended and restated to read
in
its entirety as follows:
(c)
Extension
Fee. On October 14, 2008, the Borrowers shall pay to the
Administrative Agent, for the account of the Lenders, a non-refundable extension
fee in an amount equal to 0.125% of the Revolving Credit Commitments then
in
effect, which such fee shall be fully earned when paid.
1.2.
The table set forth in the definition of "Applicable Margin" appearing
in Section 5.1 of the Credit Agreement shall be amended and restated to read
in
its entirety as follows:
|
Level
|
Cash
Flow Leverage Ratio for Such Pricing Date
|
Applicable
Margin for Base Rate Loans under revolving credit and Reimbursement
Obligations shall be:
|
Applicable
Margin for Eurodollar Loans under Revolving credit and Letter
of credit
Fee Shall Be:
|
Applicable
Margin for Commitment Fee Shall Be:
|
|||||||
|
IV
|
Greater
than or equal to 3.00 to 1.0
|
2.00% | 3.50% | 0.50% | |||||||
|
III
|
Less
than 3.00 to 1.0, but greater than or equal to 2.50 to
1.0
|
1.50% | 3.00% | 0.50% | |||||||
|
II
|
Less
than 2.50 to 1.0, but greater than or equal to 2.00 to
1.0
|
1.00% | 2.50% | 0.50% | |||||||
| I |
Less
than 2.00 to 1.0
|
0.50% | 2.00% | 0.40% |
1.3. The
Administrative Agent and the Borrowers acknowledge and agree that as of
September 12, 2008, the rates per annum opposite Level I shall be in effect
until the next Pricing Date.
1.4. The
definition of "Revolving
Credit Commitments" appearing in Section 5.1 of the Credit Agreement
shall be amended and restated in its entirety to read as follows:
"Revolving
Credit Termination
Date" means November 14, 2008, or such earlier date on which the
Revolving Credit Commitments are terminated in whole pursuant to
Section 1.13, 9.2 or 9.3 hereof.
1.5 The
first sentence set forth in Section 6.4 of the Credit Agreement shall be
amended
and restated to read in its entity as follows:
The
Borrowers
shall use the proceeds of the Revolving Credit solely for general working
capital purposes in the ordinary course of business.
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 Lenders shall have executed and delivered this
Amendment.
2.2.
The Administrative Agent shall have received copies of resolutions of the
Board
of Directors (or similar governing body) of each of the Borrowers, authorizing
the execution, delivery and performance of this Amendment and the consummation
of the transactions contemplated hereby, certified in by its Secretary or
Assistant Secretary or other appropriate officer.
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2.3.
The Administrative Agent shall have received for each Lender the written
opinion
of counsel to each Borrower in form and substance reasonably satisfactory
to the
Administrative Agent.
2.4.
The Administrative Agent shall have received certificates of good standing
for
each Borrower (dated no earlier than 30 days prior to the date of this
Amendment) from the office of the Secretary of State (or similar governmental
entity) of its incorporation or organization.
2.5.
Legal matters incident to the execution and delivery of this Amendment shall
be
satisfactory to the Administrative Agent and its counsel.
2.6.
The Administrative Agent shall have received for the ratable benefit of the
Lenders an up-front fee in an amount equal to 0.125% of the Revolving Credit
Commitments, which such fee shall be non-refundable and fully earned when
paid.
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.
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This
Tenth Amendment to Amended and Restated Credit Agreement is entered into
as of
the date and year first above written.
LEARNING
CURVE BRANDS, INC.
LEARNING
CURVE INTERNATIONAL, INC.
THE
FIRST
YEARS INC., a Massachusetts corporation
RACING
CHAMPIONS WORLDWIDE LIMITED
By /s/ Xxxxxx
X.
Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
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.
XXXXXX
X.X., in its individual capacity and as
Administrative
Agent
By /s/
Xxxx
X. Xxxxxx
III
Name:
Xxxx X. Xxxxxx III
Title:
Vice President
NATIONAL
CITY BANK
By /s/
Xxxxxxxxx
Xxxxx
Name:
Xxxxxxxxx Xxxxx
Title:
Senior Vice President
U.S.
BANK
NATIONAL ASSOCIATION
By /s/
Xxxx
X. Xxxxxxxxx
Name: Xxxx
X. Xxxxxxxxx
Title: Assistant
Vice President
LASALLE
BANK NATIONAL ASSOCIATION
By
/s/ J. Xxxx
Xxxxxxx
Name:
J. Xxxx Xxxxxxx
Title:
Senior Vice President
FIFTH
THIRD BANK (CHICAGO), a Michigan
Banking
Corporation
By /s/
Xxx
Xxxxxxxxxxx
Name: Xxx
Xxxxxxxxxxx
Title:
Vice President
THE
NORTHERN TRUST COMPANY
By /s/
Xxxxxxx
Xxxxx
Name: Xxxxxxx
Xxxxx
Title: Senior
Vice President
ASSOCIATED
BANK, N.A.
By /s/
Xxxxx
X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
RBS
CITIZENS, N.A.
By /s/
M.
Xxxxx
Xxxxx
Name:
M. Xxxxx Xxxxx
Title:
Vice President
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