Second Amendment to Amended and Restated Credit Agreement
Exhibit
10.19
Second
Amendment to Amended and Restated Credit Agreement
This
Second Amendment to Amended and Restated Credit Agreement (herein, the
"Amendment")
is
entered into as of November 18, 2005 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 Required Lenders increase the amount of
indebtedness permitted under Section 8.7(g) of the Credit Agreement, increase
the basket of liens permitted under Section 8.8(h) of the Credit Agreement,
increase the amount of investments, loans and advances permitted under Section
8.9(j) of the Credit Agreement and make certain other amendments to the Credit
Agreement, and the Required Lenders are willing to do so under the terms and
conditions set forth in this Amendment.
Now,
Therefore,
for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
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Section
1.
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Amendments.
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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
first
sentence of Section 1.9(b)(i) of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
"If
the
Company or any Subsidiary shall at any time or from time to time make or agree
to make a Disposition or shall suffer an Event of Loss resulting in Net Cash
Proceeds in excess of $10,000,000 individually or on a cumulative basis in
any
fiscal year of the Borrowers, then (x) the Company shall promptly notify the
Administrative Agent of such proposed Disposition or Event of Loss (including
the amount of the estimated Net Cash Proceeds to be received by such Person
in
respect thereof) and (y) promptly upon receipt by such Person of such Net Cash
Proceeds in excess of $10,000,000 from such Disposition or Event of Loss, the
Company shall cause such Person to prepay the Term Loans (or all outstanding
Loans
and
L/C Obligations if an Event of Default exists) in an aggregate amount equal
to
100% of the amount of all such Net Cash Proceeds in excess of $10,000,000;
provided
that in
the case of each Disposition or Event of Loss, if the Company states in its
notice of such event that such Person intends to reinvest, within 360 days
of
the applicable Disposition or Event of Loss, the Net Cash Proceeds thereof
in
assets similar to the assets which were subject to such Disposition or Event
of
Loss, then so long as no Default or Event of Default then exists, such Person
shall not be required to make a mandatory prepayment under this Section in
respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are
actually reinvested in such similar assets with such 360-day
period."
1.2. Section
8.7(g) of the Credit Agreement shall be amended and restated in its entirety
to
read as follows:
"(g) Indebtedness
for Borrowed Money and other contingent obligations other than those which
are
permitted by the foregoing subsections (a) through (f) provided
such
Indebtedness and other contingent obligations do not exceed $15,000,000 at
any
time outstanding for the Company and its Subsidiaries in the
aggregate."
1.3. Section
8.8(h) of the Credit Agreement shall be amended and restated in its entirety
to
read as follows:
"(h) Liens
other than those permitted by any of the foregoing subsections (a) through
(g)
provided
such
Liens do not extend to any Collateral and provided
further
that
such Liens secure obligations not exceeding $15,000,000 in the aggregate for
the
Company and its Subsidiaries."
1.4. Section
8.9(j) of the Credit Agreement shall be amended and restated in its entirety
to
read as follows:
"(j) other
investments, loans, and advances in addition to those otherwise permitted by
this Section provided
that
such investments, loans and advances do not exceed $2,000,000 individually
or
$5,000,000 in the aggregate at any one time outstanding."
1.5. Section
8.10(f) of the Credit Agreement shall be amended and restated in its entirety
to
read as follows:
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"(f) the
sale,
transfer, lease or other disposition of Property of any Credit Party or any
Subsidiary (including any disposition of Property as part of a sale and
leaseback transaction) aggregating for the Credit Parties and their Subsidiaries
not more than $10,000,000 during any fiscal year of the Credit Parties and
not
more than $25,000,000 from and after November 18, 2005."
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Section
2.
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Conditions
Precedent.
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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.
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Section
3.
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Representations.
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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.
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Section
4.
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Miscellaneous.
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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.]
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This
Second Amendment 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
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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/
Xxxxxxx
XxXxxxxxx
Name
Xxxxxxx
XxXxxxxxx
Title
Managing
Director
National
City Bank of the Midwest
By
/s/
Xxxxxxxx X.
Xxxxx
Its
Senior Vice
President
U.S.
Bank
National Association
By
/s/
Xxxxx X.
Xxxxxx
Its
Vice
President
LaSalle
Bank National Association
By
/s/
Xxxxxxx X.
Xxxxx
Its
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
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Associated
Bank, N.A.
By
/s/
Xxxxxx X.
X'Xxxx
Its Executive
Vice President
Charter
One Bank N.A.
By
/s/
Xxxxxxx X. Xxxxxx,
III
Its Vice
President
M&I
Xxxxxxxx & Ilsley Bank
By
/s/
Xxxxxx
Xxxxx
Its Vice
President
By
/s/
Xxxxxx X.
Defret
Its Vice
President
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