0001193125-08-022964 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Credit Agreement • February 7th, 2008 • Parent Co • Retail-nonstore retailers • New York

• Contract Type
  Credit Agreement
• Filed
  February 7th, 2008
• Company
  Parent Co
• Industry
  Retail-nonstore retailers
• Jurisdiction
  New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 1, 2008, by and among the Borrowers party hereto, the Loan Guarantors party hereto (and together with the Borrowers, the “Loan Parties”), the Required Lenders party hereto, and THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent for the Lenders under the Credit Agreement described below (the “Administrative Agent”).

COMPENSATION AGREEMENT

Compensation Agreement • February 7th, 2008 • Parent Co • Retail-nonstore retailers • New York

• Contract Type
  Compensation Agreement
• Filed
  February 7th, 2008
• Company
  Parent Co
• Industry
  Retail-nonstore retailers
• Jurisdiction
  New York

COMPENSATION AGREEMENT, dated as of February 1, 2008 (the “Agreement”), among (i) The Parent Company, a Colorado corporation, eToys Direct, Inc., a Colorado corporation, My Twinn, Inc., a Colorado corporation, BabyUniverse, Inc. a Colorado corporation, PoshTots, Inc. , Colorado corporation, and Dreamtime Baby, Inc., a Colorado corporation (collectively, the “Borrowers”), and (ii) D. E. Shaw Laminar Lending, Inc., a Delaware corporation (“Laminar”).