**Exhibit 4.22**

**THIS IS AN IMPORTANT DOCUMENTWHICH SETS OUT THE TERMS AND CONDITIONS OF YOUR OVERDRAFT FACILITY.  PLEASE NOTE THAT OVERDRAFTS ARE REPAYABLE ONDEMAND.  WE RECOMMEND THAT YOU TAKEINDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS REGARDING THE TERMS ANDCONDITIONS OF THE FACILITY.**

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|                                 |                              |
|---------------------------------|------------------------------|
|                                 | **Solent  Corporate Centre** |
| Date: 15  February 2007         | **Address:**                 | 3 Hampshire  Corporate Park, PO Box 462 |
|                            |                         | Templars Way,  Chandlers Ford |
| **Private  & Confidential** |                         | Hants SO53 3RY |
| ** **                      | **Telephone:**               | 02380 242145 |
| Russ Berrie (U  K) Limited      |                         |   |
| Company Number  01459528        |                         |   |
| Stoke Park,  Tower Lane         |                         |   |
| Eastleigh,  Hampshire           |                         |   |
| SO50 6NZ                        |                         |   |

Dear Sirs

**Business Overdraft Facility**

**FacilityAccount:** account number [TO BE ADVISED UNDER SEPARATECOVER] at the Bank’s Southampton High Street branch (sorting code 56-00- 68) 

I write to advisethe terms and conditions upon which The Royal Bank of Scotland plc (**“RBS”**) acting as agent for National Westminster Bank Plc iswilling to make available to you an overdraft facility (the **“Facility”**) on the above Facility Account for the purpose ofyour business.  For the purposes of thisletter, National Westminster Bank Plc shall be referred to as the **“Bank”** (which expression means its successors and assigns).

**1              Limit**

1.1                                 The overdraft limit (the **“OverdraftLimit”**) will vary as follows:-

£1,500,000from 1 January until 31st March in each year, then;

£1,000,000 from 1 April until31 December in each year.

1.2                                 The Overdraft Limit should not be exceededwithout the Bank’s prior consent and the Bank may decline to pay a cheque (orallow any other payment or withdrawal) which would have that effect.  If the Bank does pay such a cheque (or allowsuch other payment or withdrawal) which results in the Overdraft Limit beingexceeded it will not mean either that the Overdraft Limit has changed or thatthe Bank will agree to pay any other cheque (or allow any other payment orwithdrawal) which would have the effect of exceeding the Overdraft Limit.

1.3                                 The Bank may disregard any uncleared creditsfor the purposes of calculating the amount outstanding under the Facility (andany interest payable).  If however theBank does pay a cheque (or allows any other payment or withdrawal) againstuncleared credits this does not mean that it is bound to do so at other times.

**2              Preconditions**

2.1                                 The Bank will not be obliged to make theFacility available until the following conditions have been met:-

(a)                                  any security required in terms of Clause 6 ofthis letter has been valued and completed to the Bank’s satisfaction; and

(b)                                 you have accepted the Facility on the terms andconditions set out in this letter by returning the duplicate of this letterwith the acknowledgement duly signed, within 28 days of the date of thisletter.

(c)                                  the Bank has received and is satisfied with thedocumentation / information required from you to enable the Bank to comply withits account opening / ‘know your customer’ obligations / requirements inrelation to yourself.

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(d)                                 the Bank has undertaken and is satisfied with areview of your debtor book.

**3              Availability**

3.1                                 The Facility is repayable upon demand inaccordance with normal banking practice and the Facility can be unconditionallycancelled by the Bank at any time.

3.2                                 Subject to the Bank’s rights under Clause 3.1the Facility will be available until notification to you by the Bank of itsintention to cancel the Facility. Without prejudice to the Bank’s rights under this Clause the Facilitywill be subject to review on at least an annual basis.

3.3                                 The Bank will always give notification of itsintention to place a restriction on your ability to make drawings on theFacility.

3.4                                 You may at any time advise the Bank in writingthat the Facility is no longer required.

**4              Interest**

4.1                                 Interest will be charged as follows:-

(a)                                  for borrowing up to the Overdraft Limit, at arate which is equivalent to 1.5% per annum over the Bank’s Base Rate; and

(b)                                 for borrowing in excess of the Overdraft Limit,at a rate which is equivalent to 3.5% per annum over the Bank’s Base Rate.

4.2                                 The Bank’s Base Rate may vary from time to timebut as at 15th February 2007 was 5.25% per annum.  Changes to the Bank’s Base Rate may be madeat any time and with immediate effect, such changes being advised by way ofpress notice.  Omission to publishdetails of any change shall not stop the change from taking effect.

4.3                                 Interest will be calculated both before andafter demand, decree or judgment on a daily basis on the cleared debit balanceand will be debited to the Facility Account quarterly on the final business dayof March, June, September and December (or such other dates as the Bank mayadvise from time to time).

**5              Costs**

5.1                                 An arrangement fee of £2,500 is payable andwill be debited to the Facility Account following receipt by the Bank of youracceptance of the terms and conditions of the Facility as set out in thisletter or following your first utilisation of the Facility, whichever is theearlier.  You will also be responsiblefor paying any costs incurred by the Bank in connection with the Facilitywhether as a result of you breaking the terms of the Facility or not.  These costs will include (but not be limitedto) costs of taking and discharging any security; taking steps, including courtaction, to obtain payment; enforcing and/or preserving the Bank’s rights underany security held for the Facility; tracing you if you change address withoutnotice and communicating with you if you break the terms of the Facility.  If such costs remain unpaid then they may bedebited by the Bank to the Facility Account.

5.2                                 Further fees will be payable from time to timein respect of the Bank reviewing the operation and ongoing availability of theFacility and you will be advised by the Bank at least 14 days in advance of anysuch fee being payable.

**6              Security**

6.1                                 The Facility will be secured by the following:-

(a)                                  new security required by the Bank for theFacility as follows:-

(i)                                     a Debenture by you; and

(b)                                 all further available security which the Bankmay in future obtain.

6.2                                 All security will require to be granted in theBank’s preferred form.  The value of thesecurity will be reviewed regularly and, without prejudice to its overridingright to call for repayment on demand, the Bank may seek additional security ifthere is a significant drop in the value of the security held.

**7              FinancialInformation**

7.1                                 To enable the Bank to monitor the Facility youwill provide:-

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(a)                                  as soon as they become available but in anyevent within 270 days after the end of your financial year, your audited financialstatements and the audited financial statements of any company which is orbecomes your subsidiary within the meaning of Section 736 of the Companies Act1985 for that year;

(b)                                 as soon as they become available but in anyevent within 42 days after the end of the financial period to which they relateand in a format acceptable to the Bank, your quarterly management accountsincorporating balance sheet, profit and loss account and aged list of debtors(the **“Management Accounts”**);

(c)                                  promptly, all notices or other documents sentby you to your shareholders and/or your creditors; and

(d)                                 promptly, such further information regardingyour financial condition and operations as the Bank may reasonably request.

7.2                                 All accounts and other financial informationprovided to the Bank will be prepared consistently and in accordance withgenerally accepted accounting standards.

**8              FinancialPerformance**

8.1                                 The financial statements and ManagementAccounts will require to demonstrate that on the last day of the period coveredby the relevant statements/accounts, Bank Indebtedness was not more than 50% ofDebtors failing which, without prejudice to the Bank’s overriding right to callfor repayment on demand, the Bank, after due notice, may amend, restrict orwithdraw the Facility.

8.2                                 For the purpose of this clause the followingdefinitions shall apply:-

*“Bank Indebtedness”*means, at anyrelevant time, all the liabilities of Russ Berrie (U K) Limited to the Bank ofany kind (whether present or future, actual or contingent and whether incurredalone or jointly with another).

“*Debtors*”means the value of your trade debtors excluding, as determined by the Bank,debtors in dispute or overdue or known to be doubtful and debtors domiciledoutwith the United Kingdom aged greater than 90 days.

**9              Conditions**

9.1                                 By your acceptance of the terms of this letteryou agree that you shall not, nor shall you permit any of your subsidiaries to,pay or declare any dividends to any class of shareholder except where suchdividends are paid from Net Cash Flow failing which, without prejudice to theBank’s overriding right to call for repayment on demand, the Bank, after duenotice,  may amend, restrict or withdrawthe facility.

For the purposes of this Clause,**“Net CashFlow”** means in relation to any accounting period of Russ Berrie (UK) Limited, the net cash flow of Russ Berrie (U K) Limited from operatingactivities less the aggregate of (i) tax paid, (ii) interest paid on borrowingsfrom all sources and (iii) all capital expenditure.

**10           Miscellaneous**

10.1                           The Bank may debit the Facility Account inaccordance with the terms of Clauses 4 and 5 of this letter even if it resultsin the Overdraft Limit being exceeded.

10.2                           These terms and conditions will not be affectedin any way by the Facility Account being allocated another account number bythe Bank or being transferred to another branch, office or department of theBank.

10.3                           The Bank’s agreement to the addition ofFacility Accounts to the Facility will be subject to these terms and conditionsbeing suitably amended to the Bank’s satisfaction.

10.4                           The Bank may change any of these terms andconditions by giving at least 30 days’ written notice to you.

10.5                           RBS may act as agent for the Bank in connectionwith the administration of the Facility.

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Please indicateyour acceptance of the above terms and conditions by arranging for theacknowledgement on the duplicate of this letter to be signed and returned tome.

The Bank may, atits option, treat any usage of the Facility as acceptance (without amendment)of the terms and conditions of this letter.

Please do nothesitate to contact me if you require clarification of any of the above termsand conditions.

Yours faithfullyFor and on behalf of RBS acting as agent for the Bank

Rodger HarrisRelationship Director

Having decidedthat the proposed Facility is appropriate and in the interests of Russ Berrie(U K) Limited, the Facility is hereby accepted on the above terms andconditions.

Signed for and onbehalf of Russ Berrie (U K) Limited in accordance with the authority held bythe Bank
|              |                                     |   |                    |                                   |
|--------------|------------------------------------------|--------|-------------------------|----------------------------------------|
| Signature(s) |     Chris Robinson   |   | Date(s) of Signature(s) |     March 19, 2007 |
|         |                                     |   |                    |                                   |
|         |     Trevor Rowcliffe |   |                    |     March 19, 2007 |

 

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**GUIDANCENOTES**

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| Your  ref: David Allen | 15 February 2007 |
|------------------------|------------------|

 

**CUSTOMER:**Russ Berrie (U K) Limited**OVERDRAFT FACILITY for £1,500,000**

We enclose therequired Facility Letter for the above Overdraft facility duly amended asdiscussed. Please update the RMP Core Bank Covenants screen to reflect theterms of the updated monitoring formula.

Please alsoarrange for the Contingent Obligation amount on RMP to be reduced to £150,000(to reflect the reducing bonding amount referred to in the amendeddocumentation forwarded to you on 29 January.

As requested, wehave taken no action in respect of the FX line /DSL line referred to in yourfirst resubmission. If action is required and the limits are to be marked at£300,000 please arrange for the limits to be changed on rmp by a GP report toCredit as at present we would only be able to mark the full limits (£1,750,000and £1,500,000). Whilst the Credit paper states that Credit would be happy toallow the £300,000 limit unsecured for 2 months, it makes no reference to KYC —has this been competed yet?

If you require anyassistance regarding the content of the Facility Letter please do not hesitateto contact us.

**ContactDetails**Mark PerryCredit DocumentationDirect Dial: 020 7427 8071Facsimile: 020 7427 8872

**Pleasequote our reference 71718v5/CCD/MP/NWSOCO when replying**

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