Eighth Amendment to Amended and Restated Credit Agreement
Exhibit
10.22
Eighth
Amendment to Amended and Restated Credit Agreement
This
Eighth Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into
as of February 14, 2008, but with an effective date as of
December 31, 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”), 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
amend the Adjusted EBITDA definition and to 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.
Amendment.
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.
1.2. 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.
[Signature
Pages Follow.]
2
This
Eighth 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
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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/ Xxxxx
X.
Xxxxxxx
Name Xxxxx X.
Xxxxxxx
Title Managing
Director
NATIONAL
CITY BANK
By /s/
Xxxxxx X.
Xxxxxxxxxx
Its Vice
President
U.S.
BANK
NATIONAL ASSOCIATION
By
Its
LASALLE
BANK NATIONAL ASSOCIATION
By /s/
Xxxxxxx X.
Xxxxx
Its First Vice
President
FIFTH
THIRD BANK (CHICAGO), a Michigan
Banking Corporation
By /s/
Xxx
Puszczwicz
Its Vice
President
THE
NORTHERN TRUST COMPANY
By /s/
Xxxxxx
Xxxxxxx
Its Commercial Banking
Officer
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ASSOCIATED
BANK, N.A.
By
Its
RBS
CITIZENS, N.A.
By /s/
M. Xxxxx Xxxxx,
III
Its Vice
President
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