0001042167-06-000105 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2006 • Rc2 Corp • Wholesale-misc durable goods • Illinois

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of April 26, 2004, by and between RC2 Brands, Inc., a Delaware corporation (the "Company"), and Gregory J. Kilrea (the "Employee"). RC2 Brands, Inc. is a wholly owned subsidiary of RC2 Corporation, a Delaware corporation (the "Parent Company").

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First Amendment to Amended and Restated Credit Agreement
Credit Agreement • March 1st, 2006 • Rc2 Corp • Wholesale-misc durable goods • Illinois

This First Amendment to Amended and Restated Credit Agreement (herein, the "Amendment") is entered into as of August 19, 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"; RC2 Brands, RC2S, LCI, TFY, and RCWL being referred to herein collectively as the "Borrowers"), Harris N.A., successor by merger with Harris Trust and Savings Bank, as Administrative Agent, and the Lenders party hereto.

Second Amendment to Amended and Restated Credit Agreement
Credit Agreement • March 1st, 2006 • Rc2 Corp • Wholesale-misc durable goods • Illinois

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"; RC2 Brands, RC2S, LCI, TFY, and RCWL being referred to herein collectively as the "Borrowers"), Harris N.A., as Administrative Agent, and the Lenders party hereto.

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