**EXHIBIT NO. 4.9**

** **

**FIRST AMENDMENT TO CREDIT AGREEMENT**

 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) isdated as of August 04, 2005 and is entered into by and among RUSS BERRIE ANDCOMPANY, INC., a New Jersey corporation (the “Company”), certain of itsdomestic subsidiaries (together with the Company being collectively, the “Borrowers”),the “Facility A Lenders” and the “Facility B Lenders” from time to time partiesto the Credit Agreement referred to below, LASALLE BANK NATIONAL ASSOCIATION, inits capacity as “Issuing Bank” under the Credit Agreement, and LASALLE BUSINESSCREDIT, LLC, as administrative agent (in such capacity, the “AdministrativeAgent”) for itself, the Facility A Lenders, the Facility B Lenders and theIssuing Bank.

 

**RECITALS:**

 

A.                                   TheBorrowers, the Administrative Agent, the Facility A Lenders, the Facility BLenders and the Issuing Bank (collectively, the “Parties” and eachindividually, a “Party”) have entered into that certain Credit Agreementdated as of June 28, 2005 (as the same may have been or may hereafter beamended, restated, supplemented or otherwise modified from time to time, the “CreditAgreement”).

 

B.                                     TheParties desire to enter into this Amendment to modify certain of the terms andprovisions of the Credit Agreement.

 

NOW, THEREFORE, in consideration of the premises and for other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, and subject to the terms and conditions set forth herein, theParties hereby agree as follows:

 

**AGREEMENTS:**

 

SECTION 1                                   DEFINITIONS.  Unless otherwise defined herein, capitalizedterms used in this Amendment shall have the meaning ascribed to such terms inthe Credit Agreement.

 

SECTION 2                                   RECITALS.  The foregoing Recitals are hereby made a partof this Amendment.

 

SECTION 3                                   AMENDMENTS.

 

3.1                                 Forclarification purposes, all references in the Credit Agreement to the term “ExcessAvailability,” including, without limitation, in Section 11.3(iii) andthe captions to Sections 11.13.3 and 12.1.4 (and the correspondingreferences thereto in the Table of Contents) of the Credit Agreement shall bedeemed to mean and be references to “Excess Revolving Loan Availability.”

 

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3.2                                 Thefollowing definitions appearing in Section 1.1 of the Credit Agreementare hereby amended and restated in their entirety to read as follows:

 

“Eligible Assignee means (i) commercial banks organizedunder the laws of the United States, or any State thereof, and having combinedcapital and surplus of at least $500,000,000; (ii) commercial banksorganized under the laws of any other country that is a member of the OECD orhas concluded special lending arrangements with the International Monetary Fundassociated with its General Arrangements to borrow, or a political subdivisionof any such country, and having combined capital and surplus of at least$500,000,000, so long as any such bank is acting through a branch or agencylocated in the United States; (iii) finance companies, insurance companiesor other financial institutions or funds (whether corporations, partnerships,trusts or other entities) that are regularly engaged in the United States inmaking, purchasing or otherwise investing in commercial loans in the ordinarycourse of its business and having combined capital and surplus of at least$500,000,000 or with respect to any funds with total assets under itsmanagement in excess of $250,000,000; (iv) any affiliate of any existingFacility B Lender which is managed by, or under common management with, suchexisting Facility B Lender and (v) any other Person other than anAffiliate of a Loan Party approved by the Administrative Agent and the LoanParty Representative, such approval not to be unreasonably withheld or delayed;provided that except with respect to any Facility B Lender’s acquisition of anyFacility A Obligations pursuant to such Facility B Lender’s exercise of thepurchase option in accordance with Section 2.4 of the Intercreditor Agreement,no Facility B Lender shall be an Eligible Assignee of any Facility A Lender withrespect to any portion of the Facility A Obligations.”

 

“Investments means, with respect to any Person, any investmentin another Person, whether by acquisition of any debt or Capital Security, bymaking any loan or advance, by assuming, becoming obligated with respect to aliability, Debt or Contingent Liability in respect of obligations of such otherPerson.”

 

“Revolving Loan Availability means, at any time, the lesserof (i) the Maximum Revolving Commitment in effect at such time and (ii) theBorrowing Base at such time.”

 

3.3                                 Section1.1 of the Credit Agreement is hereby further amended to amend and restateclause (m) of the definition of “Eligible Account” appearing therein in itsentirety to read as follows:

 

“(m)  it is not owing by anAccount Debtor in respect of which 35% or more of the aggregate dollar amountof all Accounts owing by such Account Debtor and its Affiliated Account Debtorsare ineligible pursuant to clause (l) immediately above.”

 

3.4                                 Section7.5 of the Credit Agreement is hereby amended and restated in its entiretyto read as follows:

 

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“7.5                           Prorationof Payments.  If any Facility BLender shall obtain any payment or other recovery to which the Facility ALenders are entitled pursuant to the terms of this Agreement and the other LoanDocuments, then such Facility B Lender shall promptly turn over such payment tothe Administrative Agent (in the form received with any necessary endorsements)for distribution to the Facility A Lenders in accordance with the terms hereofand of the Guaranty and Collateral Agreement (and pending such turnover, suchFacility B Lender shall be deemed to hold such payment or recovery in trust forthe Administrative Agent and the Facility A Lenders).  Without limiting the foregoing sentence, ifany Lender shall obtain any payment or other recovery (whether voluntary,involuntary, by application of offset or otherwise, on account of (a) principalof or interest on any Loan (but excluding (i) any payment pursuant to Section8.7 or 15.6 and (ii) payments of interest on any Affected Loan)or (b) its participation in any Letter of Credit) in excess of its applicablePro Rata Share of those payments and other recoveries obtained by all otherapplicable Lenders on account of principal of and interest on the respectiveLoans (or such participation) then held by them, then such Lender shallpurchase from the other applicable Lenders such participations in therespective affected Loans (or sub-participations in Letters of Credit) held bythem as shall be necessary to cause such purchasing Lender to share the excesspayment or other recovery ratably with each of them; provided that if all orany portion of the excess payment or other recovery is thereafter recovered fromsuch purchasing Lender, the purchase shall be rescinded and the purchase pricerestored to the extent of such recovery. Nothing in this Section shall be deemed to require the Facility ALenders to purchase a participation in any Facility B Obligation or theinterest, principal, fees or expenses owing to any Facility B Lender.”

 

## 3.5                                 Section 10.1 of the Credit Agreement ishereby modified by amending and restating the preamble thereof in its entiretyto read as follows:

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## “10.1                     Reports, Certificates and OtherInformation.  Deliver to the Administrative Agent (whereupon,in the cases of Sections 10.1.1, 10.1.2, 10.1.3, 10.1.5(a),10.1.6, 10.1.8 and 10.1.9, the Administrative Agent shalldeliver copies thereof to the Lenders):”.

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## 3.6                                 Section 11.1 of the Credit Agreement ishereby amended to add a new clause (n) thereto (and to appropriately modify thepunctuation of clause (m) thereof to accommodate such insertion) as follows:

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## “and (n) unsecured guaranties by any LoanParty of the obligations of any Borrower under any license and/or/distributionagreement entered into by such Borrower in the ordinary course of its business.”

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## 3.7                                 Clause (x) of Section 11.4(f) ofthe Credit Agreement is hereby amended and restated in its entirety to read asfollows:

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###### “(x) if such Acquisition is structured as anacquisition of Capital Securities, such Acquisition is of one hundred percentof the Capital Securities of such Person

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###### (and in respect of which the provisions of Section10.10 will be complied with), or is made through a Domestic Wholly-OwnedSubsidiary formed in compliance with 11.15, and the provisions of Section10.10 have been satisfied with respect to all such Persons and itsSubsidiaries or such newly-formed Subsidiaries concurrently with or prior tosuch Acquisition;”.

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3.8                                 Section15.1 of the Credit Agreement is hereby amended and restated in its entiretyto read as follows:

 

“15.1                     Waiver;Amendments.  Except as set forth in clauses(a) through (i) below, no amendment, modification or waiver of, orconsent with respect to, any provision of this Agreement or the other LoanDocuments shall in any event be effective unless the same shall be in writingand acknowledged by the Administrative Agent, the Required Lenders, the IssuingBank and the Borrowers, and then any such amendment, modification, waiver orconsent shall be effective only in the specific instance and for the specificpurpose for which given.

 

##### (a) Without the consent of each Lender (including the Issuing Bank)directly affected thereby, no amendment, modification, waiver or consent shall(i) extend or increase the Commitment of any Lender, (ii) extend the datescheduled for payment of any principal (excluding mandatory prepayments) of orinterest on the Loans or any fees payable hereunder or waive an Event ofDefault for non-payment thereof, (iii) reduce the principal amount of any Loan,the rate of interest thereon or any fees payable hereunder (except for periodicchanges in the Applicable Margins hereunder or resulting from the imposition ofthe Default Rate), or (iv) reduce such Lender’s Pro Rata Share (other than inconnection with any permitted increase to the Revolving Commitment Limitpursuant to Section 6.1.2).

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##### (b) Without the consent of all Lenders, no amendment, modification,waiver or consent shall (i) except as specifically provided in clause(c)(iii) below, release any Loan Party from its obligations hereunder,under any other Loan Document or under any guaranty of the Obligations orrelease all or any substantial portion of the Collateral, (ii) amend thedefinition of Required Lenders, (iii) amend the provisions of this Section15.1; or (iv) amend the definition of Pro Rata Share.

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##### (c) Without the consent of the Required Facility B Lenders noamendment, modification, waiver or consent by the Facility A Lenders shall,directly or (by means of amending, modifying or consenting to any departurefrom any defined terms which would have the effect of amending, modifying,waiving or consenting to any of the following) indirectly (i) amend anyprovision of this Agreement if the effect is to increase the interest rate orrates per annum or stated fees payable with respect to the Facility A Loans ifthe aggregate effect of such increases or changes is to increase the interestrates or stated fees in excess of two hundred (200) basis points over theinterest rates or stated fees otherwise set forth in this Agreement (it beingunderstood and agreed, however, that changes to interest rates and feesresulting from fluctuations of the Base Rate, LIBOR Rate

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##### and other reference rates that may float and/or resulting from theapplication of the Default Rate and changes to fees and charges by theAdministrative Agent are not subject to the limitations of this clause(c)(i) and it being further understood and agreed that upon any suchincrease with respect to the Facility A Loans, the Facility B Lenders shall beentitled to make commensurate changes to the rates or stated fees payable withrespect to the Facility B Loans without the consent of the Facility A Lenders),(ii) amend, waive or consent to a departure from: the definitions of “MaterialAdverse Effect,” “Maximum Revolving Commitment,” “Revolving LoanAvailability;” Sections 2.1.1, 2.1.2, or 2.1.4, theprovisos to, and the last sentence of (in each case, solely as it relates tothe amount of the default rate of interest) Section 4.1, Sections 6(other than Sections 6.1.1, 6.1.3 and the first paragraph of Section6.2.1 (relating to voluntary prepayments of Revolving Loans)), 7, 10(except with respect to Section 10.1.6, Section 10.11, and feesand charges by the Administrative Agent pursuant to Section 10.2), 11(other than Section 11.13.3), 13 (other than with respect to anyEvent of Default arising as a result of the violation of any provision of thisAgreement or the other Loan Documents which the Facility A Lenders arepermitted to modify, waive, amend or consent to departures therefrom pursuantto the terms hereof or thereof, in each case, without the consent of any of theFacility B Lenders), or 15.6 (solely as it relates to assignment ofFacility B Loans); *provided, that,*theconsent of the Required Facility B Lenders shall not be required in connectionwith waivers or consents to departures from the terms of Sections 10.1(otherthan Sections 10.1.5(a),10.1.5(e) and, other than with respectto the extension of time for the delivery of the applicable financialstatements, certificates and reports covered thereby, in each case, for aperiod not in excess of 30 days past the date upon which the failure to deliversuch financial statements, certificates and/or reports would otherwiseconstitute an Event of Default, Sections 10.1.1, 10.1.2, and 10.1.3),10.2 and (solely to the extent such waiver or consent relatesspecifically to the Facility A Obligations) 13.1.1, (iii) release orsubordinate any liens securing or any guarantees of the Obligations except tothe extent that such release or subordination is permitted under this Agreementand the other Loan Documents in connection with any financing, refinancing,sale or other disposition permitted under this Agreement , (iv) increase theadvance rates used in the calculation of the Borrowing Base hereunder, orreduce the EDA Reserve below the lesser of its current level or the maximumamount of the exposure under the EDA Loan Guarantee then in effect with respectto the Company or any other Borrower; or (iv) amend or consent to any departurefrom Section 6.5 of the Guaranty and Collateral Agreement.

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##### (d) Without the consent of the Required Facility B Lenders amend thedefinition of “Eligible Assignee” (solely as it relates to assignees ofFacility B Loans).

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##### (e) Without the consent of all Facility B Lenders, no amendment, modification,waiver or consent shall amend the definition of Required Facility B Lenders.

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##### (f) Without the consent of all Facility A Lenders, amend the definitionof Required Facility A Lenders.

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##### (g) No amendment, modification or waiver of, or consent with respectto, any provision of this Agreement or the other Loan Documents affectingeither the Administrative Agent (including each and every provision of Section14 hereof) or the Issuing Bank, in each case, in such Person’s capacity assuch, shall be effective without the consent of the Administrative Agent and/orthe Issuing Bank, as applicable.

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(h) Notwithstanding any of the foregoing to the contrary, for purposesof voting or consenting to matters with respect to this Agreement and the otherLoan Documents, a Defaulting Lender shall not be considered a Lender and suchDefaulting Lender’s Pro Rata Share of the Obligations shall each be deemed tobe $0 until such Defaulting Lender makes the payments required in thisAgreement.

 

(i) Notwithstanding anything contained herein to the contrary, theterms and provisions of Section 15.6.1(a) relating to the terms of anyassignment may be waived, amended or modified by the Administrative Agent, theIssuing Bank, the Loan Party Representative and the effected assigning Lender,in each case, without the consent of or notice to the other Lenders, andcompliance with such provisions as so waived, amended or modified shall bedeemed compliance with the provisions of Section 15.6.1(a) for purposesof the remaining provisions of Section 15.6.1.

 

(j) Notwithstanding anything contained herein to the contrary, withrespect to, and in the event of, any amendment, waiver or modification of or tothis Agreement or any other Loan Document which would otherwise be approvedhereunder but for the refusal of one or more requisite Facility B Lender togrant its approval thereto (a “Rejecting Facility B Lender”), suchrefusal shall give rise to the following rights with respect to each suchRejecting Facility B Lender (and each such Rejecting Facility B Lender herebyagrees to cooperate with and to execute and deliver, at the Borrowers’ expense,any reasonably necessary instruments, agreements and documents and take any andall such actions as may be reasonably required in connection with theenforcement of any such rights), (i) each Facility A Lender shall have theright to purchase, for cash at the closing of such purchase, its ratable share(as among all Facility A Lenders willing to make such purchase) of all (but notless than all) of any such Rejecting Facility B Lender’s outstanding Term LoanB and related Obligations owing to it hereunder in the manner set forth in Section 8.7(b)and (ii) if no Facility A Lender elects to exercise the purchase optiondescribed in the immediately preceding clause (i), then the Loan PartyRepresentative and/or the Administrative Agent shall have the right todesignate an alternative Lender (which shall meet the requirements of anEligible Assignee) acceptable to the Administrative Agent and the Issuing Bank(such acceptance not to be unreasonably withheld or delayed) and, so long as noEvent of Default has occurred and is then continuing, the Loan PartyRepresentative, to serve as a Replacement Lender to purchase all (but not lessthan all), for cash at the closing of such purchase, of the Loans and all suchrelated Obligations of such Rejecting Facility B Lender in the manner set forthin Section 8.7(b): it beingagreed in either of the cases of clauses (i) and (ii) above,

 

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that no prepayment fee under Section6.2.1(b) shall be due or payable in connection with any such purchase ofany Facility B Lender’s Facility B Obligations as set forth above.

 

SECTION 4                                   CONDITIONS.  The effectiveness of this Amendment issubject to the satisfaction of the following conditions precedent (unlessspecifically waived in writing by the Administrative Agent):

 

4.1                                 TheAdministrative Agent shall have received fully executed copies of thisAmendment executed by the Administrative Agent and each of the other Parties.

 

4.2                                 TheCanadian Borrower, the Company, the Canadian Agent and the Canadian Lendersshall have executed an amendment to the Canadian Loan Agreement commensurate tothe extent relevant with the provisions of this Amendment, and such CanadianLoan Agreement amendment shall become effective concurrently with or prior tothe effectiveness hereof.

 

4.3                                 Allproceedings taken in connection with the transactions contemplated by thisAmendment and all documents, instruments and other legal matters incidentthereto shall be reasonably satisfactory to the Administrative Agent.

 

SECTION 5                                   REAFFIRMATION.

 

The Borrowershereby expressly reaffirm and assume all of their obligations and liabilitiesto the Administrative Agent, the Facility A Lenders, the Facility B Lenders andthe Issuing Bank as set forth in the Credit Agreement and the other LoanDocuments and agree to be bound by and abide by and operate and perform underand pursuant to and comply fully with all of the terms, conditions, provisions,agreements, representations, undertakings, warranties, indemnities, grants ofsecurity interests and covenants contained in the Credit Agreement and theother Loan Documents, as such obligations and liabilities may be modified bythis Amendment, as though the Credit Agreement and the other Loan Documentswere being re-executed on the date hereof, except to the extent that such termsexpressly relate to an earlier date.  TheBorrowers hereby ratify, confirm and affirm without condition, all liens andsecurity interests granted to the Administrative Agent pursuant to the CreditAgreement and the other Loan Documents and such liens and security interestsshall continue to secure the Obligations under the Credit Agreement as amendedby this Amendment, and all extensions, renewals, refinancings, amendments ormodifications of any of the foregoing.

 

The Facility BLenders hereby ratify and confirm all of their obligations, liabilities and undertakingsunder the Intercreditor Agreement, as such obligations, liabilities andundertakings may be modified by this Amendment, as though the IntercreditorAgreement were being re-executed on the date hereof.

 

SECTION 6                                   NOWAIVER.

 

This Amendmentshall not be deemed to constitute a waiver or release of any existing Event ofDefault or Unmatured Event of Default by the Borrowers (or any of them) underthe Credit Agreement or the other Loan Documents or any remedies or rights ofthe Administrative

 

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Agent, the Facility A Lenders,the Facility B Lenders or the Issuing Bank with respect thereto, all of whichare hereby reserved.

 

SECTION 7                                   GENERALPROVISIONS.

 

7.1                                 NoChanges. Except as expressly provided in this Amendment, the terms andprovisions of the Credit Agreement shall remain in full force and effect andare hereby affirmed, confirmed and ratified in all respects.

 

7.2                                 Attorney’sFees and Costs.  The Borrowers herebyagree to reimburse the Administrative Agent for all of its reasonableout-of-pocket legal fees and expenses incurred in the preparation anddocumentation of this Amendment and related documents.

 

7.3                                 GoverningLaw.  This Amendment shall beconstrued in accordance with and governed by the internal laws (without regardto the conflicts of law provisions, other than Section 5-1401 of the New YorkGeneral Obligations Law) of the State of New York.

 

7.4                                 Counterparts.  This Amendment may be executed in one or morecounterparts, each of which shall constitute an original, but all of whichtaken together shall be one and the same instrument.  This Amendment may also be executed byfacsimile and each facsimile signature hereto shall be deemed for all purposesto be an original signatory page.

 

7.5                                 References.  On or after the effective date hereof, eachreference in the Credit Agreement or any of the other Loan Documents to this “Agreement”or words of like import, shall unless the context otherwise requires, be deemedto refer to the Credit Agreement as amended hereby.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESSWHEREOF, the parties hereto have causes this Amendment to be executed by theirrespective officers thereunto duly authorized and delivered at Chicago,Illinois as of the date first written above.

 

 
|   | **BORROWERS:**                                                                                                     |
|--------|--------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                               |
|   | **RUSS BERRIE AND COMPANY, INC.**,  a New  Jersey corporation, as a Borrower and as the Loan  Party Representative |
|   | ** **                                                                                                         |
|   | ** **                                                                                                         |
|   | By:                                                                                                                | /s/ John D. Wille |   |
|   | Name:                                                                                                              | John D. Wille |
|   | Title:                                                                                                             | Vice President and Chief Financial Officer |
|   |                                                                                                               |   |
|   |                                                                                                               |   |
|   | **KIDS LINE, LLC,**a  Delaware limited liability  company                                                          |
|   | ** **                                                                                                         |
|   | ** **                                                                                                         |
|   | By:                                                                                                                | /s/ John D. Wille |   |
|   | Name:                                                                                                              | John D. Wille |
|   | Title:                                                                                                             | Vice President, Treasurer and |
|   |                                                                                                               | Assistant Secretary |
|   |                                                                                                               |   |
|   |                                                                                                               |   |
|   | **SASSY, INC.,**an  Illinois corporation                                                                           |
|   | ** **                                                                                                         |   |
|   | ** **                                                                                                         |   |
|   | By:                                                                                                                | /s/ John D. Wille |   |
|   | Name:                                                                                                              | John D. Wille |
|   | Title:                                                                                                             | Vice President, Treasurer and |
|   |                                                                                                               | Assistant Secretary |
|   |                                                                                                               |   |
|   |                                                                                                               |   |
|   | **RUSS BERRIE & CO. (WEST), INC.,**a  California corporation                                                   |
|   | ** **                                                                                                         |   |
|   | ** **                                                                                                         |   |
|   | By:                                                                                                                | /s/ John D. Wille |   |
|   | Name:                                                                                                              | John D. Wille |
|   | Title:                                                                                                             | Vice President, Treasurer and |
|   |                                                                                                               | Assistant Secretary |

 

Signature Page to First Amendment

 

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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, Treasurer and |
|   |                                                                     | Assistant Secretary |
|   |                                                                     |   |
|   |                                                                     |   |
|   | **RUSSPLUS, INC.**, a  New Jersey corporation                            |
|   | ** **                                                               |   |
|   | ** **                                                               |   |
|   | By:                                                                      | /s/ John D. Wille |   |
|   | Name:                                                                    | John D. Wille |
|   | Title:                                                                   | Vice President, Treasurer and |
|   |                                                                     | Assistant Secretary |
|   |                                                                     |   |
|   |                                                                     |   |
|   | **RUSS BERRIE AND COMPANY  INVESTMENTS, INC.**, a New Jersey corporation |
|   | ** **                                                               |   |
|   | ** **                                                               |   |
|   | By:                                                                      | /s/ John D. Wille |   |
|   | Name:                                                                    | John D. Wille |
|   | Title:                                                                   | Vice President, Treasurer and |
|   |                                                                     | Assistant Secretary |
|   |                                                                     |   |
|   |                                                                     |   |
|   | **BOA DONE, INC.**, a  West Virginia corporation                         |
|   | ** **                                                               |   |
|   | ** **                                                               |   |
|   | By:                                                                      | /s/ John D. Wille |   |
|   | Name:                                                                    | John D. Wille |
|   | Title:                                                                   | Vice President, Treasurer and |
|   |                                                                     | Assistant Secretary |

 

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|   | **LASALLE BUSINESS CREDIT**,  as  Administrative Agent and as a Lender |
|--------|------------------------------------------------------------------------|
|   | ** **                                                             |   |
|   | ** **                                                             |   |
|   | By:                                                                    | /s/ Raphael Shin |   |
|   | Name:                                                                  | Raphael Shin |
|   | Title:                                                                 | Vice President |
|   |                                                                   |   |
|   |                                                                   |   |
|   | **LASALLE BANK NATIONAL ASSOCIATION,**as Issuing Bank                  |
|   | ** **                                                             |   |
|   | ** **                                                             |   |
|   | By:                                                                    | /s/ Jo Ann Clay |   |
|   | Name:                                                                  | Jo Ann Clay |
|   | Title:                                                                 | Senior Vice President |

 

First Amendment toLoan and Security Agreement

 

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