Exhibit 10.2
FIRST AMENDMENT TO CREDIT
AGREEMENT AND LOAN DOCUMENTS
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT AND LOAN DOCUMENTS (this “ Amendment
”) is made as of the 30th day of June, 2008 by and between
SUMMER INFANT, INC. , a Delaware corporation (“ SI
Holdings ”), SUMMER INFANT (USA), INC. , a Rhode
Island corporation (“ SI USA ”),
KIDDOPOTAMUS & COMPANY , a Delaware corporation
(“ Kiddopotamus ”), , SUMMER INFANT EUROPE
LIMITED , a private company limited by shares organized under
the laws of England and Wales with registered number 04322137
(“ SI Europe ”), SUMMER INFANT ASIA
LIMITED , a Hong Kong corporation (“ SI Asia
”), and SUMMER INFANT CANADA, LIMITED , a corporation
organized under the laws of the Province of New Brunswick, Canada
(“ SI Canada ”, and collectively with SI
Holdings, SI USA, Kiddopotamus, SI Europe and SI Asia, the “
Original Borrowers ” and each individually an “
Original Borrower ”), certain Lenders identified on
the signature pages hereto (collectively, the “
Lenders ” and each individually, a “
Lender ”), and BANK OF AMERICA, N.A. , a
national banking association, as Administrative Agent (in such
capacity, the “ Agent ”).
RECITALS :
WHEREAS, the Lenders, BANK OF
AMERICA, N.A. , a national banking association, as Swing Line
Lender (the “ Swing Line Lender ”) and L/C
Issuer (the “ L/C Issuer ”), the Agent and the
Original Borrowers are parties to a certain Credit Agreement dated
as of April 10, 2008, as supplemented by a Joinder and
Security Agreement dated as of April 18, 2008, by and among
the Lenders, the Agent, the Original Borrowers and Kiddo
Acquisition Co., Inc., a Rhode Island corporation (as
supplemented, the “ Credit Agreement ”), which
Credit Agreement is incorporated herein by reference and made a
part hereof (capitalized terms used herein that are not otherwise
defined herein shall have the meanings set forth in the Credit
Agreement); and
WHEREAS, the Original Borrowers have
applied to the Lenders, the Swing Line Lender, the L/C Issuer and
the Agent (collectively, the “ Lender Parties ”)
to make certain amendments to the Credit Agreement and certain
other Loan Documents; and
WHEREAS, on or about June 30,
2008, the Lender Parties agreed to effect such amendments subject
to the execution and delivery of an amendment in form and substance
satisfactory to the Lender Parties to evidence such amendments;
and
WHEREAS, the Lender Parties and the
Original Borrowers desire to amend the Credit Agreement in the
manner set forth below.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
The parties hereto hereby agree that
SI Europe, SI Asia and SI Canada shall be and are hereby released
as “Borrowers” under the Credit Agreement and the
Notes, and as “Grantors” under the Guaranty and
Security Agreement of the Original Borrowers in favor of the Agent
for the benefit of the Lenders and other Lender Parties dated as of
April 10, 2008 (the “ Security Agreement
”). Accordingly, the terms “ Borrower
”, “ Borrowers ”, “ Loan
Party ” and “ Loan Parties ” appearing
in the Credit Agreement and the Notes, and the terms “
Grantor ” and “ Grantors ”
appearing
