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”), 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 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:

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 Xxxxxx 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.

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.

2

This Ninth 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/ Xxxxxx X. Xxxxxxxxx                                  

Name:  Xxxxxx X. Xxxxxxxxx

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.

XXXXXX X.X., in its individual capacity and as

    Administrative Agent

By   /s/ Xxxx X. Xxxxxx                                            

Name:  Xxxx X. Xxxxxx 

Title:    Vice President  

NATIONAL CITY BANK

By     

Its  

U.S. BANK NATIONAL ASSOCIATION

By  

Its  

LASALLE BANK NATIONAL ASSOCIATION

By   

Its  

FIFTH THIRD BANK (CHICAGO), a Michigan

   Banking Corporation

By   ________________________________

Its

THE NORTHERN TRUST COMPANY

By  

Its  

4

ASSOCIATED BANK, N.A.

By  ________________________________ 

Its

RBS CITIZENS, N.A.

By   

Its  

5