0001042167-08-000043 Sample Contracts

Eighth Amendment to Amended and Restated Credit Agreement
Credit Agreement • February 29th, 2008 • Rc2 Corp • Wholesale-misc durable goods • Illinois

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”), Harris N.A., as Administrative Agent, and the Lenders party hereto.

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Seventh Amendment to Amended and Restated Credit Agreement
Credit Agreement • February 29th, 2008 • Rc2 Corp • Wholesale-misc durable goods • Illinois

This Seventh Amendment to Amended and Restated Credit Agreement (herein, the "Amendment") is entered into as of October 22, 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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