**EXHIBIT 4.21**

**Debenture****Secs 1 (09/06)**

**THIS ISAN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNINGAND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. IF YOU SIGN AND THE BANK IS NOTPAID YOU MAY LOSE THE ASSET(S) CHARGED**
| Date:                           |   | March 19, 2007                                                                                                                                                                                                                                                                                                                                                                        |
|---------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Definitions**                 |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Bank:**                       |   | National Westminster Bank Plc                                                                                                                                                                                                                                                                                                                                                         |
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Company:**                    |   | Russ Berrie (UK) Limited Company No: 01459528                                                                                                                                                                                                                                                                                                                                         |
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Company’s Obligations:** |   | All the Company’s liabilities to the Bank of any  kind and in any currency (whether present or future actual or contingent and  whether incurred alone or jointly with another) together with the Bank’s  charges and commission Interest and Expenses                                                                                                                      |
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Expenses:**                   |   | All expenses (on a full indemnity basis) incurred by  the Bank or any Receiver at any time in connection with the Property or the  Company’s Obligations or in taking or perfecting this deed or in preserving  defending or enforcing the security created by this deed or in exercising any  power under this deed or otherwise with Interest from the date they are  incurred |
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Interest:**                   |   | Interest at the rate(s) charged to the Company by  the Bank from time to time                                                                                                                                                                                                                                                                                                         |
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Property:**                   |   | The whole and any part of the undertaking property  and assets of the Company charged by Clause 1                                                                                                                                                                                                                                                                                     |
| ** **                      |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| **Required Currency:**          |   | The currency or currencies in which the Company’s  Obligations are expressed from time to time                                                                                                                                                                                                                                                                                   |

**Charge**

1                                          **The** Company covenants to discharge on demand the Company’sObligations and as a continuing security for such discharge and with full titleguarantee charges to the Bank:-

1.1                                 **By** way of legal mortgage all the freehold and leaseholdproperty now vested in or charged to the Company

1.2                                 **By** way of fixed charge all estates or interests in anyfreehold and leasehold property now and in the future vested in or charged tothe Company except the property charged by Clause 1.1

1.3                                 **By** way of fixed charge all fixtures and fittings from timeto time attached to any freehold and leasehold property of the Company

1.4                                 **By** way of fixed charge all plant and machinery of theCompany present and future and all associated warranties and maintenancecontracts

1.5                                 **By** way of fixed charge all rents receivable from any leasegranted out of any freehold and leasehold property of the Company

1.6                                 **By** way of fixed charge all the goodwill of the Companypresent and future

1.7                                 **By** way of fixed charge all the uncalled capital of theCompany present and future

1.8                                 **By** way of fixed charge all stocks shares and othersecurities held by the Company from time to time in any subsidiary and allincome and rights derived from or attaching to the same

1.9                                 **By** way of fixed charge all Intellectual Property Rightschoses in action licences and claims of the Company present and future and theinsurance policies and proceeds of any insurance from time to time affectingthe Property. “Intellectual Property Rights” include (without limitation) allrights in patents 

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inventions copyrights design rights trademarks servicemarks database rights confidential information know-how domain names andbusiness names

1.10                           **By** way of fixed charge the benefit of any currency orinterest rate swap cap or collar or other hedging agreement or any futurestransaction or treasury instrument made with the Bank or any third party

1.11                           **By** way of floating charge all the undertaking and allproperty assets and rights of the Company present and future not subject to afixed charge under this deed or any other security present or future held bythe Bank

**Restrictions**

2.1                                 **The** Company will not without the previous written consent ofthe Bank:-

2.1.1                        **Create** or permit to arise any mortgage charge or lien on theProperty

2.1.2                        **Dispose** of the Property charged by Clauses 1.1 to 1.10inclusive

2.1.3                        **Accept** payment in advance of a call for or call up anyuncalled capital

2.1.4                        **Deal** with the Company’s book debts and other debts otherwisethan by collecting them in the ordinary course of the Company’s business and inparticular the Company will not realise its book debts and other debts by meansof block discounting factoring or the like

2.1.5                        **Dispose** of the Property charged by Clause 1.11 other than inthe ordinary course of business

2.1.6                        **Grant** or accept a surrender of any lease or licence of orpart with or share possession or occupation of its freehold and leaseholdproperty or any part of it

2.2                                 **If** the Bank does consent to the creation of a mortgage orcharge on the Property it may require a priority agreement or deed with themortgagee or chargee.

**Insurance**

3.1                                 **The** Company will keep comprehensively insured to the Bank’sreasonable satisfaction all of the Property which is of an insurable nature forits full reinstatement cost and in default the Bank may enter and effect suchinsurance (without becoming liable to account as mortgagee in possession)

3.2                                 **The** Company will hold in trust for the Bank all moneyreceived under any insurance of the Property and at the Bank’s option willapply the same in making good the relevant loss or damage or in or towardsdischarge of the Company’s Obligations

**DeedsSecurities and Debts**

4.1                                 **The** Company will from time to time deposit with the Bank allinsurance policies (or where the Bank agrees copies of them) deeds anddocuments of title relating to the Property

4.2                                 **The** Company will pay into the Company’s account with the Bankand if more than one then into such account or such account with another bankas the Bank may specify from time to time all money which the Company mayreceive in respect of the Company’s book debts and other debts

**Repairand Alteration**

5.1                                 **The** Company will keep the Property charged by Clauses 1.1 to1.4 inclusive in good condition and the Bank may enter and inspect and indefault effect repairs (without becoming liable to account as mortgagee inpossession)

5.2                                 **The** Company will not without the prior written consent ofthe Bank make any alteration to the Property charged by Clauses 1.1 and 1.2which would require Planning Permission or approval under any BuildingRegulations

**Notice ofCrystallisation**

6                                          **The** Bank may by written notice to the Company convert thefloating charge into a fixed charge as regards any of the property assets andrights of the Company present and future not subject to a fixed charge underthis deed. Following such a notice the Company shall not dispose of any of suchProperty which is included in the notice without the prior written consent ofthe Bank

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**Powers ofthe Bank**

7.1                                 **The** Bank may without restriction grant or accept surrendersof leases of the Company’s freehold and leasehold property or any part of it

7.2                                 **Section** 103 of the Law of Property Act 1925 shall not applyand the Bank may exercise its power of sale and other powers under that or anyother Act or this deed at any time after the date of this deed

7.3                                 **The** Bank may under the hand of any official or manager or bydeed appoint or remove a Receiver or Receivers of the Property and may fix andpay the fees of a Receiver but any Receiver shall be deemed to be the agent ofthe Company and the Company shall be solely responsible for the Receiver’s actsdefaults and remuneration

7.4                                 **The** Bank may under the hand of any official or managerappoint an administrator of the Company

7.5                                 **All** or any of the powers conferred on a Receiver by Clause 8may be exercised by the Bank without first appointing a Receiver ornotwithstanding any appointment

7.6                                 **The** Bank will not be liable to account to the Company asmortgagee in possession for any money not actually received by the Bank

7.7                                 **Section** 93(1) of the Law of Property Act 1925 shall notapply to this deed

7.8                                 **The** Bank may as it thinks fit exercise any rights attachingto the Property charged by Clauses 1.8 and 1.9 for the purpose of preservingthe value of or realising such Property but otherwise the Bank will onlyexercise such rights in accordance with the Company’s instructions

7.9                                 **In** addition to any lien or right to which the Bank may beentitled by law the Bank may from time to time without notice and both beforeand after demand set off the whole or any part of the Company’s Obligationsagainst any deposit or credit balance on any account of the Company with theBank (whether or not that deposit or balance is due to the Company)

7.10                           **Despite** any term to the contrary in relation to any depositor credit balance on any account of the Company with the Bank that deposit orbalance will not be capable of being assigned dealt with mortgaged or chargedand will not be repayable to the Company before all the Company’s Obligationshave been discharged but the Bank may without prejudice to this deed permit theCompany to make withdrawals from time to time

7.11                           **The** Bank may exchange or convert to the Required Currencyany currency held or received

7.12.1                  **If** the Bank believes that any representation made by theCompany to the Bank is materially untrue or that the Company has breached ormight be about to breach any undertaking or covenant given to the Bank or anypart of the Company’s Obligations is not paid to the Bank when due then theBank may request that the Company appoint a firm of accountants to investigateand report to the Bank on the financial affairs of the Company

7.12.2                  **If** the Bank makes a request under Clause 7.12.1 the Companyshall within 7 days (or such longer period as the Bank may allow) appoint afirm of accountants approved by the Bank on terms of reference approved by theBank to carry out such investigation and make such report and the Company shallbe solely responsible for the fees and expenses of such firm ofaccountants.  The Bank may pay the amountof such fees and expenses on behalf of the Company and the Company shallreimburse the Bank such amount on demand

7.13                           **The** Bank may apply to any account of the Company with theBank (whether in credit or debit or whether such account may go into debit as aresult) any amount which the Company is liable to pay or reimburse to the Bankunder this deed

**Receivers**

8.1                                 **Any** Receiver appointed by the Bank shall be a Receiver andManager and shall (in addition to all powers conferred on him by law) have thefollowing powers which in the case of Joint Receivers may be exercised jointlyor severally:-

8.1.1                        **To** take possession of and generally manage the Property andany business of the Company

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8.1.2                        **To** carry out on any freehold or leasehold property of theCompany any new works or complete any unfinished works of buildingreconstruction maintenance furnishing or equipment

8.1.3                        **To** purchase or acquire any land or other property andpurchase acquire grant or release any interest in or right over land or thebenefit of any covenants (positive or restrictive) affecting land

8.1.4                        **To** sell lease surrender or accept surrenders of leasescharge or otherwise deal with or dispose of the Property without restrictionincluding (without limitation) power to dispose of any fixtures separately fromthe land

8.1.5                        **To** carry into effect and complete any transaction byexecuting deeds or documents in the name of or on behalf of the Company

8.1.6                        **To** take continue or defend any proceedings and enter intoany arrangement or compromise

8.1.7                        **To** insure the Property and any works and effect indemnityinsurance or other similar insurance and obtain bonds and give indemnities and security to any bondsmen

8.1.8                        **To** call up any uncalled capital of the Company with all thepowers conferred by the Articles of Association of the Company in relation tocalls

8.1.9                        **To** employ advisers consultants managers agents workmen andothers

8.1.10                  **To** purchase or acquire materials tools equipment goods orsupplies

8.1.11                  **To** borrow any money and secure the payment of any money inpriority to the Company’s Obligations for the purpose of the exercise of any ofhis powers

8.1.12                  **To** do any other acts which the Receiver may consider to beincidental or conducive to any of his powers or to the realisation of theProperty

8.2                                 **A** Receiver shall apply all money he receives first inrepayment of all money borrowed by him and his expenses and liabilities and inpayment of his fees and secondly towards the remaining matters specified inSection 109(8) of the Law of Property Act 1925

**Power ofAttorney**

9                                         **The** Company irrevocably appoints the Bank and any Receiverseverally to be the Attorney of the Company (with full power of substitutionand delegation) in the Company’s name and on the Company’s behalf and as theCompany’s act and deed to sign or execute all deeds instruments and documentsor take continue or defend any proceedings which may be required by the Bank orany Receiver pursuant to this deed or the exercise of any of their powers

**Appropriation**

10.1                           **Subject** to Clause 10.2 the Bank may appropriate all paymentsreceived for the account of the Company in reduction of any part of the Company’sObligations as the Bank decides

10.2                           **The** Bank may open a new account or accounts upon the Bankreceiving actual or constructive notice of any charge or interest affecting theProperty. Whether or not the Bank opens any such account no payment received bythe Bank after receiving such notice shall (if followed by any payment out ofor debit to the relevant account) be appropriated towards or have the effect ofdischarging any part of the Company’s Obligations outstanding at the time ofreceiving such notice

**Preservationof other Security and Rights and Further Assurance**

11.1                           **This** deed is in addition to any other security present orfuture held by the Bank for the Company’s Obligations and shall not merge withor prejudice such other security or any contractual or legal rights of the Bank

11.2                           **The** Company will at its own cost at the Bank’s requestexecute any deed or document and take any action required by the Bank toperfect this security or further to secure on the Property the Company’sObligations

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**Memorandumand Articles of Association**

12                                    **The** Company certifies that this deed does not contravene theCompany’s Memorandum and Articles of Association

**Notices**

13.1                           **Any** notice or demand by the Bank may be served personally onany director or the secretary of the Company or may be sent by post or fax ordelivered to the Company at the Company’s address last known to the Bank

13.2                           **A** notice or demand by the Bank by post shall be deemedserved on the Business Day after posting

13.3                           **A** notice or demand sent by the Bank by fax (i) during theBank’s working hours on a Business Day shall be deemed served on the day ofsending (ii) at any other time shall be deemed served on the next followingBusiness Day

13.4                           **“Business Day”** means any day other than a Saturday or Sundayon which banks are generally open for business in London

**GoverningLaw**

14                                    **This** deed shall be governed by and construed in accordancewith English law

**Interpretation**

15.1                           **The** expressions “Company” and “Bank” where the context admitsinclude their respective successors in title and assigns

15.2                           **The** expression “subsidiary” carries the same meaning as insection 736(1) of the Companies Act 1985

15.3                           **Interest** will be calculated both before and after demand orjudgment on a daily basis and compounded according to agreement or in theabsence of agreement monthly on such days as the Bank may select

15.4                           **References** to the “Property” include any part of it

15.5                           **References** to freehold and leasehold property include allcovenants and rights affecting or concerning the same

15.6                           **Each** of the provisions of this deed shall be severable anddistinct from one another and if one or more of such provisions is invalid orunenforceable the remaining provisions shall not in any way be affected

**In Witness**of which this deed has been duly executed
|                                       |   |                                     |
|---------------------------------------|--------|------------------------------------------|
| ** **                            | )      |     Chris Robinson   |
| **Signed and Delivered**as a deed by  | )      | Director                                 |
| the Company acting by a director      | )      |                                     |
| and its secretary or two directors    | )      |     Trevor Rowcliffe |
|                                  | )      | Secretary/Director                       |
|                                  |   |                                     |
| For and on behalf of the Bank         |   |                                     |
|                                  |   |                                     |
|                                  |   |                                     |
|     Simon Pickett |   |                                     |
| Duly Authorised Official              |   |                                     |

 

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NationalWestminster Bank Plc releases to the within named Company the undertaking andother property and assets comprised in the within written document

For and on behalfof National Westminster Bank Plc
|                                                                                                                                                                                                         |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Simon Pickett                                                                                                                                                                                           |   |
| Duly Authorised Official                                                                                                                                                                                |   |
|                                                                                                                                                                                                    |   |
|                                                                                                                                                                                                    |   |
| Date                              March  19, 2007 |   |

 

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**BANK’S COPY**

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**Resolution re Debenture**

**Extract**from the Minutes of a Meeting of the Directors of **Russ Berrie(UK) Limited**  (the “Company”)

“After dueconsideration of all the circumstances and on being satisfied that it is forthe benefit of the Company and in the interests of the Company for the purposeof carrying on its business to create a debenture in the form now produced (the“Debenture”) to secure all the liabilities of the Company to NationalWestminster Bank Plc **it was resolved**that the Debenture be executed as a deed by the Company and that it be dulyregistered in the books of the Company and with the Registrar of Companies.”

**I hereby certify** that theforegoing is a true extract from the Minutes of a Meeting of the Directors ofthe Company at which (all appropriate interests having been declared) a quorumentitled to vote was present duly held on the            day             of             andthat a true copy of the Debenture has been retained by the Company.
|                                                                                                                                | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------|------------|
| **Secretary                **Trevor  Rowcliffe | ** ** |
| ** **                                                                                                                     | ** ** |

 

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**COMPANY’S COPY**

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**Resolution re Debenture**

**Extract**from the Minutes of a Meeting of the Directors of **Russ Berrie(UK) Limited**  (the “Company”)

“After dueconsideration of all the circumstances and on being satisfied that it is forthe benefit of the Company and in the interests of the Company for the purposeof carrying on its business to create a debenture in the form now produced (the“Debenture”) to secure all the liabilities of the Company to National WestminsterBank Plc **it was resolved** that the Debenture beexecuted as a deed by the Company and that it be duly registered in the booksof the Company and with the Registrar of Companies.”

**I hereby certify** that theforegoing is a true extract from the Minutes of a Meeting of the Directors ofthe Company at which (all appropriate interests having been declared) a quorumentitled to vote was present duly held on the           day           of           and that a truecopy of the Debenture has been retained by the Company.
|                                                                                                                                | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------|------------|
| **Secretary                **Trevor  Rowcliffe | ** ** |
| ** **                                                                                                                     | ** ** |

 

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