FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
10.1
FOURTH
AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT
AGREEMENT
This
Fourth Amendment and Waiver to Amended and Restated Credit Agreement (herein,
the "Amendment") is entered into as of September 29, 2006 by and among RC2
Brands, Inc. ("RC2 Brands"), RC2 South, Inc. ("RC2S"), Learning Curve
International, Inc. ("LCI"), The First Years Inc. ("TFY"), Racing Champions
Worldwide Limited ("RCWL"; XX0 Xxxxxx, XX0X, XXX, 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 (i) permit the Company to sell all
of
the issued and outstanding capital stock of RC2S along with certain properties
and assets of RC2 Brands used in connection with sports die-cast products
portion of RC2S' business (the "RC2S Sale"), (ii) release Green's Racing
Souvenirs, Inc., a subsidiary of RC2S ("Green's"), as a Guarantor and (iii)
waive Sections 8.1 and 8.11 of the Credit Agreement with respect to the RC2S
Sale, 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. WAIVERS.
Subject
to the satisfaction of the conditions precedent set forth in Section 3 below,
the Lenders hereby waive Sections 8.1 and 8.11 of the Credit Agreement to the
extent necessary to allow the consummation of the RC2S Sale and the
Administrative Agent to release any Liens covering any Collateral sold in
connection with the RC2S Sale and deliver to RC2S or its designee appropriate
lien release documents (including, without limitation, Uniform Commercial Code
financing statement terminations and amendments). The foregoing
waivers are limited to the matters expressly stated herein. By
accepting this Waiver, the Borrowers acknowledge and confirm that they remain
obligated to comply with the terms of the Credit Agreement (including, without
limitation, Sections 1.9, 8.1 and 8.11 thereof).
SECTION
2.
AMENDMENTS.
2.1. Upon
the effectiveness of this Amendment, Schedule 6.2 to the Credit Agreement shall
be amended and restated in its entirety to read as set forth on Annex A attached
hereto.
2.2 Upon
the effectiveness of this Amendment, (a) RC2S shall cease to be a Borrower
under
the Credit Agreement and Green's shall be released as a Guarantor, (b) all
references to RC2S and Green's in the Credit Agreement and the other Loan
Documents shall be deleted and (c) RC2S and Green's shall have no rights or
obligations under the Loan Documents.
SECTION
3. CONDITIONS
PRECEDENT.
The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
3.1 The
Borrowers and the Lenders shall have executed and delivered this
Amendment.
3.2 All
conditions precedent to the RC2S Sale have been satisfied and the Borrowers
shall have provided to the Administrative Agent an executed copy of the Purchase
Agreement related thereto.
3.3 Legal
matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Administrative Agent and its counsel.
SECTION
4. REPRESENTATIONS.
4.1. 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.
4.2. Specifically
with respect to the RC2S Sale, the Borrowers represent to the Lenders that
the
RC2S Sale does not violate the $10,000,000 annual limitation set forth in
Section 8.10(f) of the Credit Agreement for the current fiscal year and does
not
violate the $25,000,000 aggregate limitation set forth in Section 8.10(f) of
the
Credit Agreement for the period from and after November 18,
2005. Additionally, the Borrowers represent that pursuant to the
terms of Section 1.9(b)(i) of the Credit Agreement, no prepayment is required
in
connection with the RC2S Sale.
SECTION
5. MISCELLANEOUS.
5.1. Except
as specifically amended herein, the Credit Agreement shall continue in full
force and affect 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.
5.2. This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterpart signature pages, all of which 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.]
This
Fourth Amendment and Waiver to Amended and Restated Credit Agreement is entered
into as of the date and year first above written.
|
RC2
BRANDS, INC.
RC2
SOUTH, 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 RC2 Brands, | |||
| RC2S and LCI, President of TFY and Director of RCWL | |||
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/ Xxxxxxx XxXxxxxxx | |
| Name: Xxxxxxx XxXxxxxxx | |||
| Title : Managing Director | |||
|
NATIONAL
CITY BANK
|
|||
|
|
By:
|
/s/ Xxxxxxxx
X. Xxxxx
|
|
|
Its: Senior
Vice President
|
|||
|
LASALLE
BANK NATIONAL ASSOCIATION
|
|||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxx | |
|
Its: First
Vice President
|
|||
|
FIFTH
THIRD BANK (CHICAGO), a Michigan Banking
Corporation
|
|||
|
|
By:
|
/s/ Xxx Xxxxxxxxxxx | |
|
Its: Vice
President
|
|||
|
THE
NORTHERN TRUST COMPANY
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxxxx | |
|
Its: Commercial
Banking Officer
|
|||
|
ASSOCIATED
BANK, N.A.
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxxxxxx | |
|
Its: Vice
President
|
|||
