0001042167-07-000283 Sample Contracts

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 7th, 2007 • Rc2 Corp • Wholesale-misc durable goods • Illinois

This Fifth Amendment to Amended and Restated Credit Agreement (herein, the "Amendment") is entered into as of June 28, 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"), Harris N.A., as Administrative Agent, and the Lenders party hereto.

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FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 7th, 2007 • Rc2 Corp • Wholesale-misc durable goods • Illinois

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"; 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.

Contract
Credit Agreement • August 7th, 2007 • Rc2 Corp • Wholesale-misc durable goods • Illinois

This Sixth Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of August 1, 2007 but effective as of June 30, 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”), Harris N.A., as Administrative Agent, and the Lenders party hereto.

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