**Exhibit No. 4.4**

 

**AMENDMENT NUMBER TWOTO FINANCING AGREEMENT**

 

This **AMENDMENTNUMBER TWO TO FINANCING AGREEMENT** (this “Amendment”) isentered into as of March 31, 2005, by and among **RUSS BERRIE AND COMPANY, INC.**, a New Jersey corporation (the “Borrower”),the lenders party to the Financing Agreement referenced below (each a “Lender”and collectively, the “Lenders”), **ABLECOFINANCE LLC**, a Delaware limited liability company (“Ableco”),as collateral agent for the Lenders (in such capacity, together with any successorcollateral agent, the “Collateral Agent”), and Ableco, as administrativeagent for the Lenders (in such capacity, together with any successoradministrative agent, the “Administrative Agent” and together with theCollateral Agent, each an “Agent” and collectively, the “Agents”),with reference to the following:

 

**WHEREAS**, Borrower,each subsidiary of the Borrower listed as a “Guarantor” on the signature pages thereto,the Lenders and the Agents are parties to that certain Financing Agreement,dated as of December 15, 2004 (as amended, restated, supplemented, orotherwise modified from time to time, the “Financing Agreement”),pursuant to which Lenders have made certain loans and financial accommodationsavailable to Borrower;

 

**WHEREAS**, Borrower has requestedthat the Lenders and the Agents make certain amendments to the FinancingAgreement; and

 

**WHEREAS**, subject to the termsand conditions set forth herein, the Lenders and the Agents are willing to makesuch amendments, as set forth herein.

 

**NOW, THEREFORE**, in considerationof the foregoing and the mutual covenants herein contained, and for other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:

 

# 1.             Defined Terms.  Capitalized terms used herein and nototherwise defined herein shall have the meanings ascribed to them in theFinancing Agreement, as amended hereby.

 

# 2.             Amendment to Financing Agreement.  The Financing Agreement is hereby amended asfollows:

 

## (a)           Section 1.01 of the FinancingAgreement is hereby amended by adding the following defined terms “AdditionalMarch 2005 Prepayment”, “Amendment Number Two”, “AustraliaSubsidiary Pledge Agreement”, and “First Quarter 2005 Dividend” inalphabetical order:

 

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“Additional March 2005 Prepayment” meansthe prepayment of principal in respect of the Term Loan in the amount of$18,250,000 made by the Borrower in accordance with Section 3(d) ofAmendment Number Two.

 

“Amendment Number Two” means that certainAmendment Number Two to Financing Agreement dated as of March 31, 2005.

 

“Australia Subsidiary Pledge Agreement” meansthat certain Limited Pledge Agreement dated as of March 29, 2005, betweenthe Borrower and the Collateral Agent providing for the pledge by the Borrowerof 65% of the stock of Russ Australia Pty. Limited.

 

“First Quarter 2005 Dividend”has the meaning specified therefor in Section 7.02(s).

 

## (b)                                 Section 1.01 of the FinancingAgreement is hereby amended by amending and restating the defined terms “BackupLetter of Credit Requirement Termination Date” and “Loan Document”in their entirety as follows:

##  

“Backup Letter of Credit Requirement TerminationDate” means the first day upon which all Obligations and any other amountsowing to the Agents and the Lenders under the Loan Documents have beenindefeasibly paid in full (as defined in Section 4.04(d)) and allCommitments of the Lenders have been terminated.

 

“LoanDocument” means this Agreement, the Australia Subsidiary Pledge Agreement,any Guaranty, any Security Agreement, any Mortgage, any IntercompanySubordination Agreement, the Seller Subordination Agreement, the Backup Letterof Credit, any UCC Filing Authorization Letter and any other agreement,instrument, and other document executed and delivered pursuant hereto orthereto or otherwise evidencing or securing the Term Loan, or any otherObligation.

 

## (c)                                  The defined term “Excess CashFlow” in Section 1.01 of the Financing Agreement is hereby amended byadding the phrase “including without limitation the Additional March 2005Prepayment” after “all scheduled and mandatory cash principal payments on theTerm Loan made during such period,” in clause (B) of such defined term.

 

## (d)                                 The defined term “Fixed ChargeCoverage Ratio” in Section 1.01 of the Financing Agreement is herebyamended by adding the phrase “which shall not include the Additional March 2005Prepayment” after “during such fiscal quarter” in clause (A) of suchdefined term.

 

## (e)                                  Section 2.04(a) of theFinancing Agreement is hereby amended and restated in its entirety as follows:

 

(a)                                  TermLoan.  The Term Loan shall bearinterest on the principal amount thereof from time to time outstanding, fromthe date of the making of the Term

 

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Loan until such principal amount is repaid, asfollows: (i) if the relevant portion of the Term Loan is a LIBOR RateLoan, at a rate per annum equal to the LIBOR Rate plus 8.00 percentage points,and (ii) otherwise, at a rate per annum equal to the Reference Rate plus5.25 percentage points; provided that if TTM EBITDA of the Borrower andits Subsidiaries equals or exceeds the applicable amount set forth opposite thefiscal quarter end appearing below, the Term Loan shall bear interest on theprincipal amount thereof outstanding during the immediately following fiscalquarter, as follows: if the relevant portion of the Term Loan is a LIBOR RateLoan, at a rate per annum equal to the LIBOR Rate plus 7.00 percentage points,and (ii) otherwise, at a rate per annum equal to the Reference Rate plus4.25 percentage points:

 
| **Fiscal Quarter End**                 | ** ** | **TTM EBITDA** | ** ** |
|----------------------------------------|------------|----------------|------------|
| March 31, 2005                    |       | $              | 29,000,000 |   |
| June 30, 2005                     |       | $              | 34,000,000 |   |
| September 30, 2005                |       | $              | 39,000,000 |   |
| December 31, 2005                 |       | $              | 44,000,000 |   |
| March 31, 2006                    |       | $              | 46,000,000 |   |
| June 30, 2006                     |       | $              | 50,000,000 |   |
| September 30, 2006                |       | $              | 52,000,000 |   |
| December 31, 2006                 |       | $              | 52,000,000 |   |
| March 31, 2007                    |       | $              | 55,000,000 |   |
| June 30, 2007                     |       | $              | 55,000,000 |   |
| September 30, 2007 and thereafter |       | $              | 55,000,000 |   |

 

## (f)                                    Section 2.05(c)(ii) of theFinancing Agreement is hereby amended and restated in its entirety as follows:

 

(ii)                                  Immediatelyupon receipt of any proceeds of any Disposition by any Loan Party or itsSubsidiaries other than a Permitted Disposition (other than a PermittedDisposition of the type described in clauses (b) and (c) of thedefinition of Permitted Disposition), the Borrower shall prepay the outstandingprincipal amount of the Term Loan in an amount equal to 100% of the Net CashProceeds received by such Person in connection with such Disposition; provided,however, that there shall be no prepayment required out of the Net CashProceeds of the Exempt Foreign Dispositions except the Additional March 2005Prepayment.  Nothing contained in thisclause (ii) shall permit any Loan Party or any of its Subsidiaries to makea Disposition of any property other than a Permitted Disposition.

 

## (g)                                 Section 2.05(c)(iv) of theFinancing Agreement is hereby amended and restated in its entirety as follows:

 

(iv)                              Uponthe receipt by any Loan Party or any of its Subsidiaries of any ExtraordinaryReceipts in excess of the first $25,000 of such Extraordinary Receipts receivedin any Fiscal Year, the Borrower shall prepay the outstanding principal of the

 

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Term Loan in an amount equal to 100% of suchExtraordinary Receipts, net of any customary and reasonable expenses(including, without limitation, any attorney, accountant or other professionalfees) incurred in collecting such Extraordinary Receipts; provided, however,that there shall be no prepayment required out of the Borrower’s receipt ofUnited States federal income tax refunds attributable to its fiscal year ended December 31,2004 except the Additional March 2005 Prepayment.  Any payments required to be made under this Section 2.05(c)(iv) shallbe applied as set forth in Section 2.05(d); provided, however,that so long as no Default or Event of Default has occurred and is continuingor would result therefrom, the Borrower may, on or prior to the date of anyinsurer’s payment of the proceeds of Extraordinary Receipts in the form ofproceeds of insurance, by written notice to the Agents, request that the amountof the required prepayment, as set forth in this Section 2.05(c)(iv),not occur at such time and that such proceeds instead be used to repair,replace or restore the casualty which precipitated receipt of such proceeds ofinsurance, with such notice setting forth in particular the proposed usage ofsuch proceeds of insurance.  If such noticeis timely given and if, in the reasonable judgment of the Collateral Agent, theLoan Parties have Cash and Cash Equivalents and/or casualty and businessinterruption insurance proceeds in amounts sufficient to ensure that Borrowerwill be able to make payment as and when due of the Obligations that will bepayable during the period of repair, replacement, or restoration, theCollateral Agent shall notify the applicable insurer to permit payment of suchproceeds to Borrower, and Borrower shall be relieved of its obligation to makesuch mandatory prepayment at such time. If, within 270 days after the date of the Borrower’s receipt of theproceeds of such Extraordinary Receipts, the Borrower provides theAdministrative Agent reasonably detailed reporting indicating that the Borrowerhas invested all or a portion of such proceeds in assets used or useful in thebusiness of the Borrower as it exists as of the date hereof, then the requiredprepayment shall be reduced on a dollar-for-dollar basis with the amount of theproceeds so invested; provided further, however, that if, on such270th day all or any portion of such proceeds have not been soinvested, the portion remaining shall be used to make the required prepayment(as set forth above) as of such 270th day.

 

## (h)                                 Section 2.09 of the Financing Agreementis hereby amended by deleting subsection (e) thereof in its entirety.

 

## (i)                                     Section 7.02(s) of theFinancing Agreement is hereby amended and restated in its entirety as follows:

 

(s)                                  Dividendsby the Borrower.  Declare or pay adividend with respect to the common shares of the Borrower’s Capital Stock,except that Borrower may declare and pay such dividend in cash in an aggregateamount (subject to the limitations set forth below) not to exceed $6,250,000during any fiscal quarter of the Borrower, but only to the extent that (i) exceptwith respect to the dividend to be declared by the Borrower on March 31,2005 and paid by the Borrower during the month of April, 2005 (the “FirstQuarter 2005 Dividend”), no Default or Event of Default shall have occurredand be continuing either before or after giving effect to such declaration andpayment; (ii)

 

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except with respect to the First Quarter 2005Dividend, at the time of declaration of such dividends, the chief financialofficer of Borrower shall have certified in writing to the Administrative Agentthat as of such date and after due investigation and inquiry, such chieffinancial officer has no reason to believe that, after giving effect to thepayment of such dividends, Borrower will not be in compliance with any of thefinancial covenants set forth in Section 7.03 as of the end of thefiscal quarter in which such dividends are to be paid (or in the case of thefinancial covenant contained in Section 7.03(e), as of the end ofeach fiscal month occurring in the fiscal quarter in which such dividends shallbe paid); and (iii) except with respect to the First Quarter 2005Dividend, Consolidated EBITDA of the Borrower and its Subsidiaries for thefiscal quarter immediately preceding the fiscal quarter in which such dividendis to be paid, equals or exceeds the applicable amount set forth opposite suchimmediately preceding fiscal quarter end appearing below:

 
| **Fiscal Quarter Ending**              | ** ** | **Fiscal Quarter Minimum  Consolidated EBITDA** | ** ** |
|----------------------------------------|------------|-------------------------------------------------|------------|
| December 31, 2004                 |       | Not Applicable                                  |       |
| March 31, 2005                    |       | 2,500,000                                       |       |
| June 30, 2005                     |       | 2,200,000                                       |       |
| September 30, 2005                |       | 15,900,000                                      |       |
| December 31, 2005                 |       | 18,800,000                                      |       |
| March 31, 2006                    |       | 8,900,000                                       |       |
| June 30, 2006                     |       | 8,600,000                                       |       |
| September 30, 2006                |       | 24,100,000                                      |       |
| December 31, 2006                 |       | 21,000,000                                      |       |
| March 31, 2007                    |       | 11,100,000                                      |       |
| June 30, 2007                     |       | 9,500,000                                       |       |
| September 30, 2007 and thereafter |       | 28,300,000                                      |       |

 

provided, further,notwithstanding the foregoing or any other provision of this Agreement (a) theBorrower may declare and pay only the December 2004 Dividend in the fiscalquarter ending December 31, 2004; (b) the amount of the First Quarter2005 Dividend shall be no greater than either (i) ten cents ($0.10) pershare or (ii) $2,100,000; and (c) with respect to quarterly dividendsthat are declared by Borrower during the second, third and fourth fiscalquarters of 2005 (to be paid either during such quarters or during theimmediately following quarters), each such dividend may be declared and paidonly if (in addition to compliance with the other requirements of this Section 7.02(s))Borrower has the Dollar Equivalent Amount of Qualified Cash of at least$55,000,000 after giving effect to the payment of such dividend and, in suchevent, the amount of each such quarterly dividend shall be no greater thaneither five cents ($0.05) per share (subject to corresponding adjustment forstock splits, stock dividends and recapitalizations) or (ii) $1,050,000.

 

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## (j)                                     ection 7.03(c) of theFinancing Agreement is hereby amended and restated in its entirety as follows:

 

(c)                                  TTMEBITDA.  Permit TTM EBITDA of theBorrower and its Subsidiaries as of the last day of each fiscal quarter setforth below to be less than the applicable amount set forth below:

 
| **Fiscal Quarter End**                 | ** ** | **TTM EBITDA** | ** ** |
|----------------------------------------|------------|----------------|------------|
| December 31, 2004                 |       | $              | 29,000,000 |   |
| March 31, 2005                    |       | $              | 27,500,000 |   |
| June 30, 2005                     |       | $              | 31,000,000 |   |
| September 30, 2005                |       | $              | 33,000,000 |   |
| December 31, 2005                 |       | $              | 36,000,000 |   |
| March 31, 2006                    |       | $              | 46,000,000 |   |
| June 30, 2006                     |       | $              | 50,000,000 |   |
| September 30, 2006                |       | $              | 52,000,000 |   |
| December 31, 2006                 |       | $              | 52,000,000 |   |
| March 31, 2007                    |       | $              | 55,000,000 |   |
| June 30, 2007                     |       | $              | 55,000,000 |   |
| September 30, 2007 and thereafter |       | $              | 55,000,000 |   |

 

## (k)                                  Section 7.03(e) of theFinancing Agreement is hereby amended and restated in its entirety as follows:

 

(e)                                  MinimumQualified Cash.  Permit the DollarEquivalent Amount of Qualified Cash to be, as of the end of each fiscal month,less than the applicable amount set forth below opposite the Funded Debt Ratio mostrecently reported in the certificate of Authorized Officer of Borrower requiredto be delivered pursuant to Section 7.01(a)(iv):

 
| **Funded  Debt Ratio**                                |   | **Minimum  Qualified Cash** |       |
|-------------------------------------------------------|--------|-----------------------------|------------|
| Equal to or greater than 2.75:1                       |   | $                           | 45,000,000 |   |
| Less than 2.75:1 but equal to or greater  than 2.50:1 |   | $                           | 30,000,000 |   |
| Less than 2.50:1 but equal to or greater  than 2.00:1 |   | $                           | 20,000,000 |   |
| Less than 2.00:1                                      |   | $                           | 0          |   |

 

provided, however,that if the Borrower fails to provide the certificate of Authorized Officer ofthe Borrower as required by Section 7.01(a)(iv) containingthe Funded Debt Ratio, on or before the date when due thereunder, the minimumDollar Equivalent Amount of Qualified Cash required hereunder shall be$45,000,000 until the date five Business Days after the appropriate certificateof Authorized Officer containing the Funded Debt Ratio is actually furnished asso required.

 

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# 3.                                       Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditionsprecedent to the effectiveness of this Amendment and each and every provisionhereof:

 

## (a)                                  The Administrative Agent shall havereceived this Amendment, duly executed by the parties hereto, and the sameshall be in full force and effect.

 

## (b)                                 The Administrative Agent shall havereceived a reaffirmation and consent substantially in the form attached heretoas Exhibit A, duly executed and delivered by each Guarantor.

 

## (c)                                  The Administrative Agent shall havereceived, on behalf of the Lenders, the principal payment of $1,750,000 that isdue and payable in respect of the Term Loan on March 31, 2005 pursuant to Section 2.03(a) ofthe Financing Agreement.

 

## (d)                                 The Administrative Agent shall havereceived, on behalf of the Lenders, a prepayment of principal in respect of theTerm Loan in the amount of $18,250,000, which shall be applied by the Lendersin accordance with Section 2.05(d) of the Financing Agreement.

 

## (e)                                  The Administrative Agent shall havereceived, on behalf of the Lenders in accordance with their respective Pro RataShares (after giving effect to the payments referenced in clauses (c) and (d) above),an amendment fee of $787,500 in the aggregate.

 

## (f)                                    The representations and warrantiesherein and in the Financing Agreement and the other Loan Documents shall betrue and correct in all material respects on and as of the date hereof (aftergiving effect to the transactions contemplated herein), as though made on suchdate (except to the extent that such representations and warranties relatesolely to an earlier date).

 

## (g)                                 No Default or Event of Default shallhave occurred and be continuing on the date hereof (after giving effect to thetransactions contemplated herein), nor shall result from the consummation ofthe transactions contemplated herein.

 

## (h)                                 No injunction, writ, restrainingorder, or other order of any nature prohibiting, directly or indirectly, theconsummation of the transactions contemplated herein shall have been issued andremain in force by any Governmental Authority against Borrower, any Guarantor,any Agent, or any Lender.

 

# 4.                                       Representations and Warranties. Borrower represents and warrants to the Agents and the Lenders that (a) theexecution, delivery, and performance of this Amendment and of the FinancingAgreement, as amended hereby, (i) are within its powers, (ii) havebeen duly authorized by all necessary action, and (iii) are not incontravention of any law, rule, or regulation applicable to it, or any order,judgment, decree, writ, injunction, or award of any

 

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# arbitrator, court, or GovernmentalAuthority, or of the terms of its governing documents, or of any contract orundertaking to which it is a party or by which any of its properties may bebound or affected; (b) this Amendment and the Financing Agreement, asamended hereby, are legal, valid and binding obligations of Borrower,enforceable against Borrower in accordance with their respective terms; and (c) noDefault or Event of Default has occurred and is continuing on the date hereof(after giving effect to the transactions contemplated herein) or as of the dateupon which the conditions precedent set forth herein are satisfied (aftergiving effect to the transactions contemplated herein).

 

# 5.                                       Choice of Law. The validity of this Amendment, its construction, interpretation andenforcement, the rights of the parties hereunder, shall be determined under,governed by, and construed in accordance with the laws of the State of NewYork.

 

# 6.                                       Counterpart Execution. This Amendment may be executed in any number of counterparts, all ofwhich when taken together shall constitute one and the same instrument, and anyof the parties hereto may execute this Amendment by signing any suchcounterpart.  Delivery of an executedcounterpart of this Amendment by telefacsimile or electronic mail shall beequally as effective as delivery of an original executed counterpart of thisAmendment.  Any party delivering anexecuted counterpart of this Amendment by telefacsimile or electronic mail alsoshall deliver an original executed counterpart of this Amendment, but thefailure to deliver an original executed counterpart shall not affect thevalidity, enforceability, and binding effect of this Amendment.

 

# 7.                                       Effect on Loan Documents.

 

## (a)                                  The Financing Agreement, as amendedhereby, and each of the other Loan Documents shall be and remain in full forceand effect in accordance with their respective terms and hereby are ratifiedand confirmed in all respects.  Theexecution, delivery, and performance of this Amendment shall not operate,except as expressly set forth herein, as a modification or waiver of any right,power, or remedy of any Agent or any Lender under the Financing Agreement orany other Loan Document.  The waivers,consents, and modifications herein are limited to the specifics hereof, shallnot apply with respect to any facts or occurrences other than those on whichthe same are based, shall not excuse future non-compliance with the LoanDocuments, and shall not operate as a consent to any further or other matterunder the Loan Documents.

 

## (b)                                 Upon and after the effectiveness ofthis Amendment, each reference in the Financing Agreement to “this Agreement”, “hereunder”,“herein”, “hereof” or words of like import referring to the Financing Agreement,and each reference in the other Loan Documents to “the Financing Agreement”, “thereunder”,“therein”, “thereof” or words of like import referring to the FinancingAgreement, shall mean and be a reference to the Financing Agreement as modifiedand amended hereby.

 

## (c)                                  To the extent that any terms andconditions in any of the Loan Documents shall contradict or be in conflict withany terms or conditions of the Financing Agreement, after giving effect to thisAmendment, such terms and conditions are hereby deemed

 

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## modified or amended accordingly to reflectthe terms and conditions of the Financing Agreement as modified or amendedhereby.

 

## (d)                                 This Amendment is a Loan Document.

 

# 8.                                       Entire Agreement. This Amendment embodies the entire understanding and agreement betweenthe parties hereto with respect to the subject matter hereof and supersedes anyand all prior or contemporaneous agreements or understandings with respect tothe subject matter hereof, whether express or implied, oral or written.

 

[signaturepage follows]

 

9

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IN WITNESS WHEREOF, the parties have entered into thisAmendment as of the date first above written.

 

 
|       | **RUSS  BERRIE AND COMPANY, INC.**,                                                                |
|------------|----------------------------------------------------------------------------------------------------|
| ** ** | a New Jersey  corporation                                                                          |
| ** ** |                                                                                               |
| ** ** |                                                                                               |
|       | By:                                                                                                | /s/ John  D. Wille |
|       | Name:                                                                                              | John D.  Wille |
|       | Title: Vice  President and  Chief Financial Officer                                                |   |
|       |                                                                                               |
|       | **ABLECO  FINANCE LLC.,**                                                                          |
|       | a Delaware  limited liability company, as the  Collateral Agent and the Administrative Agent       |
|       |                                                                                               |
|       | By:                                                                                                | /s/ Kevin  Genda |
|       | Name:                                                                                              | Kevin Genda |
|       | Title:  Senior Vice President                                                                      |
|       |                                                                                               |
|       |                                                                                               |
|       | **ABELCO  FINANCE LLC.,**                                                                          |
|       | a Delaware limited  liability company, as a  Lender, on behalf of itself and its affiliate assigns |
|       |                                                                                               |
|       | By:                                                                                                | /s/ Kevin  Genda |
|       | Name: Kevin  Genda                                                                                 |
|       | Title: Senior  Vice President                                                                      |
|       |                                                                                               |
|       |                                                                                               |
|       | **WELLS  FARGO FOOTHILL, INC.,**a****California corporation, as a Lender                           |
|       |                                                                                               |
|       |                                                                                               |
|       | By:                                                                                                | /s/ Thomas  P. Shughrue |
|       | Name: Thomas  P. Shughrue                                                                          |
|       | Title: Vice  President                                                                             |
|            |                                                                                                    |  |  |  |  |

 

A-1

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|   | **AZURE  FUNDING,**a company organized  under the laws of the Cayman Islands, as a Lender |
|--------|-------------------------------------------------------------------------------------------|
|   |                                                                                      |
|   |                                                                                      |
|   | By:                                                                                       |   |
|   | Name:                                                                                     |
|   | Title:                                                                                    |

 

A-2

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**Exhibit A**

 

REAFFIRMATION AND CONSENT

 

Dated as of March 31, 2005

 

Reference hereby is made to that certain AmendmentNumber Two to Financing Agreement, dated as of the date hereof (the “Amendment”),among **RUSS BERRIE AND COMPANY, INC.**,a New Jersey corporation (the “Borrower”), the lenders from time to timeparty thereto (each a “Lender” and collectively, the “Lenders”), **ABLECO FINANCE LLC**, a Delaware limitedliability company (“Ableco”), as collateral agent for the Lenders (insuch capacity, together with any successor collateral agent, the “CollateralAgent”), and Ableco, as administrative agent for the Lenders (in suchcapacity, together with any successor administrative agent, the “AdministrativeAgent” and together with the Collateral Agent, each an “Agent” andcollectively, the “Agents”). Capitalized terms used herein shall have the meanings ascribed to themin that Financing Agreement, dated as of December 15, 2004 (as amended,restated, supplemented, or otherwise modified from time to time, the “FinancingAgreement”), among Borrower, each subsidiary of the Borrower listed as a “Guarantor”on the signature pages thereto, Agents, and the Lenders.  Each of the undersigned hereby (a) representsand warrants that the execution and delivery of this Reaffirmation and Consentare within its powers, have been duly authorized by all necessary action, andare not in contravention of any law, rule, or regulation applicable to it, orany order, judgment, decree, writ, injunction, or award of any arbitrator,court, or Governmental Authority, or of the terms of its governing documents,or of any contract or undertaking to which it is a party or by which any of itsproperties may be bound or affected, (b) consents to the amendment of theFinancing Agreement set forth in the Amendment and any waivers granted therein;(c) acknowledges and reaffirms all obligations owing by it to the Agentsand Lenders under any Loan Document to which it is a party; (d) agreesthat each Loan Document to which it is a party is and shall remain in fullforce and effect, and (e) ratifies and confirms its consent to anyprevious amendments of the Financing Agreement and any previous waivers grantedwith respect to the Financing Agreement. Although each of the undersigned have been informed of the matters setforth herein and have acknowledged and agreed to same, each of the undersignedunderstands that the Agents and Lenders shall have no obligation to inform theundersigned of such matters in the future or to seek the undersigned’sacknowledgement or agreement to future amendments, waivers, or modifications,and nothing herein shall create such a duty.

 

IN WITNESS WHEREOF, the undersigned haveexecuted this Reaffirmation and Consent as of the date first set forth above.

 

[signaturepages follow]

 

R-1

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|       | **KIDS LINE, LLC,**                                |
|------------|----------------------------------------------------|
|       | a Delaware limited liability company               |
|       |                                               |
|       |                                               |
|       | By:                                                | /s/ John D. Wille |
|       | Name: John D. Wille                                |
|       | Title: Vice President and  Chief Financial Officer |
|       |                                               |
|       |                                               |
|       | **SASSY, INC.,**                                   |
|       | an Illinois corporation                            |
|       |                                               |
|       |                                               |
|       | By:                                                | /s/ John D. Wille |
|       | Name: John D. Wille                                |
|       | Title: Vice President and  Chief Financial Officer |
|       |                                               |
|       |                                               |
|       | **RUSS BERRIE & CO.  (WEST), INC.,**      |
|       | a California corporation                           |
|       |                                               |
|       |                                               |
|       | By:                                                | /s/ John D. Wille |
|       | Name: John D. Wille                                |
|       | Title: Vice President and  Chief Financial Officer |
|       |                                               |
|       |                                               |
| ** ** | **RBCACQ, INC.,**                                  |
|       | a California corporation                           |
|       |                                               |
|       |                                               |
|       | By:                                                | /s/ John D. Wille |
|       | Name: John D. Wille                                |
|       | Title: Vice President and  Chief Financial Officer |

 

[Signature page to Reaffirmation and Consent]

 

R-2

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|   | **RUSS  BERRIE AND COMPANY**                        |
|--------|-----------------------------------------------------|
|   | **PROPERTIES,  INC.,**                              |
|   | a New Jersey  corporation                           |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ John  D. Wille |
|   | Name: John  D. Wille                                |
|   | Title: Vice  President and  Chief Financial Officer |
|   |                                                |
|   |                                                |
|   | **RUSSPLUS,  INC.,**                                |
|   | a New Jersey  corporation                           |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ John  D. Wille |
|   | Name: John  D. Wille                                |
|   | Title: Vice  President and  Chief Financial Officer |
|   |                                                |
|   |                                                |
|   | **FLUF N’  STUF, INC.,**                       |
|   | a  Pennsylvania corporation                         |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ John  D. Wille |
|   | Name: John  D. Wille                                |
|   | Title: Vice  President and  Chief Financial Officer |
|   |                                                |
|   |                                                |
|   | **RBTACQ,  INC.,**                                  |
|   | an Ohio  corporation                                |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ John  D. Wille |
|   | Name: John  D. Wille                                |
|   | Title: Vice  President and  Chief Financial Officer |

 

[Signature page to Reaffirmation and Consent]

 

R-3

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|   | **RUSS  BERRIE AND COMPANY**                        |
|--------|-----------------------------------------------------|
|   | **INVESTMENTS,  INC.,**                             |
|   | a New Jersey  corporation                           |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ John  D. Wille |
|   | Name: John  D. Wille                                |
|   | Title: Vice  President and  Chief Financial Officer |
|   |                                                |
|   |                                                |
|   | **BOA  DONE, INC.,**                                |
|   | a West  Virginia corporation                        |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ John  D. Wille |
|   | Name: John  D. Wille                                |
|   | Title: Vice  President and  Chief Financial Officer |
|   |                                                |
|   |                                                |
|   | **P/F  DONE, INC.,**                                |
|   | a  Pennsylvania corporation                         |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ John  D. Wille |
|   | Name: John  D. Wille                                |
|   | Title: Vice  President and  Chief Financial Officer |

 

[Signature page to Reaffirmation and Consent]

 

R-4

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