Exhibit
4.23


FOURTH AMENDMENT


TO


CREDIT AGREEMENT


This
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of
August 8, 2007 and is entered into by and among Russ Berrie and Company, Inc.,
in its individual capacity (in such capacity, the “Company”) and as “Loan
Party Representative,” Russ Berrie U.S. Gift, Inc., a Delaware corporation  (“Russ Gift”), Russ Berrie & Co. (West), Inc. (“Russ
West”), Russ Berrie and Company Properties, Inc. (“Russ Properties”),
Russplus, Inc. (“Russplus”), and Russ Berrie and Company Investments,
Inc. (“Russ Investments”) (Russ Gift, Russ West, Russ Properties,
Russplus and Russ Investments are sometimes referred to herein collectively as
the “Borrowers” and individually as a “Borrower” and collectively
with the Company, the “Credit Parties”), the financial institutions
listed on the signature pages hereto as “Lenders” (and each being a “Lender”),
LaSalle Business Credit, LLC (in its individual capacity, “LaSalle”), as
administrative agent (in such capacity, the “Administrative Agent”) for
the Lenders, and LaSalle Bank National Association as Issuing Bank under the
Credit Agreement referred to below.


RECITALS:


A.            The Credit Parties,
the Lenders, the Administrative Agent and the Issuing Bank have entered into
that certain Credit Agreement dated as of March 14, 2006 (as the same has been
and may hereafter be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), pursuant to which, among other
things, the Administrative Agent, the Lenders and the Issuing Bank have made
and may hereafter make certain loans, advances and other financial
accommodations to the Borrowers.


B.            The Credit Parties
have requested that the Administrative Agent, the Lenders and the Issuing Bank
amend the Credit Agreement to modify certain terms thereof as set forth herein.


C.            The Administrative
Agent, the Lenders and the Issuing Bank are willing to enter into such
amendment subject to the terms and conditions set forth herein.


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











AGREEMENTS:


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


SECTION 2.                   AMENDMENTS TO CREDIT
AGREEMENT.  Subject to the satisfaction of the conditions precedent set
forth herein, the Credit Agreement is hereby amended as follows:


2.1               Subject to the satisfaction of all conditions
to lending under the Credit Agreement, those conditions set forth in Section
2.7 thereof, and satisfaction of the terms and conditions set forth in this
Amendment, the Lenders hereby agree to increase the aggregate total Commitment
under the Credit Agreement from $15,000,000 to $25,000,000, such Commitment to
be allocated among all Lenders based on their respective Pro Rata Shares
immediately prior to giving effect to this Amendment.  The Revolving Loan, as increased hereby,
shall be evidenced by new Notes of even date herewith (the “Substitute Notes”),
and all other terms of the Revolving Loan, as increased hereby, shall continue
to be governed by the terms of the Loan Documents as in effect from time to
time.


2.2               Section 1.1 of the Credit Agreement is hereby amended to amend and restate the
following definition in its entirety to read as follows:


“Computation
Period means, as of the last day of any fiscal month, the preceding twelve
fiscal month period ending as of such date; provided that, for any
fiscal month ending prior to December 31, 2007, the Computation Period shall
mean that period of preceding fiscal months then ended which commenced after
December 31, 2006 to the last date of such fiscal month for which such
determination is being made.”


2.3               Section 1.1 of the Credit Agreement is hereby further amended to (i) delete the
amount “$3,000,000” which appears in the proviso to clause (g) of the
definition of “Eligible Inventory” (dealing with in-transit Inventory) and (ii)
to substitute the amount “$8,000,000” therefor.


2.4               Section 1.1 of the Credit Agreement is hereby further amended to amend and restate
the definition of “Fixed Charge Coverage Ratio” appearing therein in its
entirety to read as follows:


“Fixed Charge
Coverage Ratio means, as of the last day of any fiscal month for the
Computation Period ending on such date for the Borrowers and their Subsidiaries
on a consolidated basis, the ratio of (a) the total for such period of EBITDA
for the Computation Period ending on such date minus the sum of (i) income
taxes paid (or which should have been paid) in cash by such Persons during such
Computation Period, (ii) all unfinanced Capital Expenditures of such Persons
incurred during such Computation Period, and (iii) all cash dividends or
distributions paid during such Computation Period to (b) the sum for such
Computation Period for the Borrowers and their Subsidiaries on a consolidated basis
of all scheduled interest and principal payments of Debt during such 











Computation
Period, including the principal component of any Capital Lease (in each case,
whether or not in fact paid during such period).”


2.5               Section 1.1 of the Credit Agreement is hereby further amended to amend and restate
the definition of “Revolving Loan Availability” appearing therein in its
entirety to read as follows:


“Revolving Loan
Availability means the difference between (a) the lesser of (x) the Maximum
Revolving Commitment in effect at such time and (y) the Borrowing Base at such
time, minus (b) the sum of the aggregate principal amount of all “Loans,” all “Specified
Hedging Obligations” and the “Stated Amount” of all “Letters of Credit”
outstanding or requested but not yet funded under (and, in each case, as such
terms are defined in) the Canadian Loan Agreement.”


2.6               Section 10.1.3 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


10.1.3  Compliance
Certificates.  Contemporaneously with
the furnishing of a copy of each annual audit report pursuant to Section
10.1.1, each set of quarterly statements pursuant to Section 10.1.2(a)
and, to the extent required pursuant to Section 11.13.4, each monthly
financial statement for which the Fixed Charge Coverage Ratio covenant in Section
11.13.4 is in effect, a duly completed compliance certificate in the form
of Exhibit B, with appropriate insertions, dated the date of such annual
report, such quarterly statements or such monthly reports and signed by a
Senior Officer of the Company, containing (i) if required pursuant to the terms
hereof, a computation of each of the financial ratios and restrictions set
forth in Section 11.13, (ii) a statement to the effect that such officer
has not become aware of any Event of Default or Unmatured Event of Default that
has occurred and is continuing or, if there is any such event, describing it
and the steps, if any, taken or being taken to cure it and (iii) a written
statement of each Borrower’s management setting forth a discussion of the
financial condition of the Borrowers and their Subsidiaries and any material
changes in their financial condition and/or results of operations; provided
that to the extent that the Company’s annual report on Form 10-K or its
quarterly report on Form 10-Q shall satisfy the requirement of this Section
10.1.3(iii), the Administrative Agent will accept such Form 10-K or Form
10-Q in lieu of such item.


2.7               Section 11.13.1 (Excess Revolving Loan Availability) of the
Credit Agreement is hereby deleted and replaced with “[Reserved].”


2.8               Section 11.13.4 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


“11.13.4  Fixed Charge Coverage Ratio.  Not permit the Fixed Charge Coverage Ratio as
determined for the Computation Period ending on the last day of any fiscal
month to be less than 1.1:1.











Notwithstanding
the foregoing, if at no time during the three fiscal month period then ending
on such date of determination (the “Test Period”) was Revolving Loan
Availability less than $3,500,000 for any three (3) consecutive Business Day
period (the “Test Condition”), then compliance with this Section
11.13.4 shall not be required or tested for such period.  If, however, compliance is required because
the Test Condition described above was not met, the Credit Parties shall, when
and as required in accordance with Section 10.1.3, with respect to the
last fiscal month then ended, deliver a Compliance Certificate meeting the
requirements of Section 10.1.3 and including the calculation of (and
certifying compliance or non-compliance with) the Fixed Charge Coverage Ratio
for the Computation Period then ending; it being agreed that the Credit Parties
must maintain continuous compliance with this Section 11.13.4 for a
period of three (3) fiscal months from and after the most recent fiscal month
end for which the Credit Parties failed to satisfy the Test Condition.”


2.9               For the purposes of clarity, clause (vii) of Section
11.3 as in effect on the date hereof shall read as follows:


“(vii)       so long as the Earnout
Consideration has been paid in full, and both before and immediately after
giving effect to the payments described in this clause (vii), (w) no Event of
Default or Unmatured Event of Default exists or would result therefrom, (x)
Excess Revolving Loan Availability will equal or exceed $8,000,000, (y) the
Fixed Charge Coverage Ratio equals or exceeds 1.25:1.00 and (z) no violation of
the financial covenants set forth in Section 11.13 would then exist or
would, on a pro forma basis, result therefrom, upon no less than 10 days prior
written notice to the Administrative Agent, accompanied by a certificate of the
Chief Financial Officer delivered to the Administrative Agent setting forth the
calculations of pro forma Excess Revolving Loan Availability and the pro forma
calculations of such financial covenants (after giving effect to such
payments), in detail reasonably acceptable to the Administrative Agent, the
Borrowers may pay dividends or make other distributions to the Company, out of
legally available funds, for the sole purpose of permitting the Company to (and
upon receipt by the Company of such funds the Company shall promptly use such
funds for such purpose), pay a regular quarterly dividend payment payable out of
legally available funds on the outstanding common stock of the Company.”


2.10             For the purposes of clarity, the definition
of “Capital Expenditures” set forth in Section 1.1 as in effect
on the date hereof shall read as follows:


“Capital
Expenditures means, with respect to any Person, all expenditures which, in
accordance with GAAP, would be required to be capitalized and shown on the
consolidated balance sheet of such Person, including expenditures in respect of
Capital Leases; provided, that for the purposes of this Agreement, including
the calculation of the Fixed Charge Coverage Ratio, the reinvestment of sale or
insurance proceeds arising from a sale (permitted hereunder) or casualty loss
of a capital asset in replacement capital assets having the same or
substantially similar











use as the
affected capital asset shall not be included as a Capital Expenditure hereunder
to the extent of such reinvestment.”


2.11              Exhibit B (Form of Compliance Certificate) to the Credit Agreement is hereby
amended and restated in its entirety to read as set forth on Annex I
hereto.


SECTION 3.                   CONSENT TO CERTAIN MERGERS. 
Notwithstanding anything to the contrary in the Credit Agreement
(including, without limitation, Sections 11.4 and 11.16 thereof) and the other
Loan Documents, the Administrative Agent and Lenders hereby consent to the
merger (each, a “Merger” and collectively, the “Mergers”) of each
of the following entities with and into the Company (with the Company being the
survivor of each such Merger): Russ Berrie and Company Investments, Inc., Russ
Berrie and Co. (West), Inc., P/F Done, Inc., Fluf N Stuf, Inc., RBTACQ, Inc.
and RBCACQ, Inc. (collectively, the “Merging Subsidiaries”), in each
case, subject to the fulfillment of the following conditions with respect to each
Merger and each such effected Merger Subsidiary:


3.1           Any
such Merging Subsidiary which is an Inactive Subsidiary has been operated and
maintained in accordance with Sections 9.27 and 11.16 of the Credit Agreement.


3.2           The
consummation of each such Merger (or all such Mergers) will not result in any
Event of Default or Unmatured Event of Default (other than an Event of Default
or Unmatured Event of Default in respect of Section 11.4(f) of the Credit
Agreement resulting from the consummation of the Mergers) or any violation, on
a pro forma basis, of the financial covenants contained in Section 11.13 of the
Credit Agreement.


3.3           Upon
the effectiveness of each such Merger, the Company shall deliver to the
Administrative Agent, for each such Merger, certificates of merger certified by
the offices of the applicable secretaries of state of the jurisdictions of
organization of both the effected Merging Subsidiary and, if different, the
Company.


The consummation of any
such Merger shall be deemed a representation by the Company that all of the
conditions contained in this Section 3 have been satisfied with respect
to such Merger.


SECTION 4.                   CONDITIONS; REPRESENTATIONS AND WARRANTIES.  The
effectiveness of this Amendment is subject to the satisfaction of the following
conditions precedent (unless specifically waived in writing by the
Administrative Agent):


4.1                The Administrative Agent shall have received
(in such number and in form and substance reasonably satisfactory to it):


(a)   fully
executed copies of this Amendment executed by the Administrative Agent and each
of the other Parties hereto; and


(b)   the
fully-executed Substitute Notes.











4.2                No Event of Default or Unmatured Event of
Default has occurred and is continuing (other than an Event of Default or
Unmatured Event of Default in respect of Section 11.4(f) of the Credit
Agreement resulting from the consummation of the Mergers).


4.3                As of the effective date of this Amendment,
all representations and warranties of the Credit Parties set forth herein shall
be true and correct, and all representations and warranties of the Credit
Parties set forth in the Credit Agreement shall be true and correct in all
material respects (or, with respect to those representations and warranties
expressly limited by their terms by materiality or material adverse effect
qualifications, all respects) and shall be deemed remade on such date, except
to the extent any such representation and warranty expressly relates to an
earlier date, in which case such representation and warranty shall be true and
correct in all material respects (or, with respect to those representations and
warranties expressly limited by their terms by materiality or material adverse
effect qualifications, all respects) as to the date to which it relates.


4.4                All
proceedings taken in connection with the transactions contemplated by this
Amendment and all documents, instruments and other legal matters incident
thereto shall be reasonably satisfactory to the Administrative Agent.


4.5                The Administrative Agent shall have received
payment, in immediately available funds, of such fees as shall be set forth in
a fee letter of even date herewith among the Credit Parties and the
Administrative Agent (the “Fee Letter”).


SECTION 5.                   REAFFIRMATION.


Each of the Credit Parties hereby expressly reaffirms
and assumes all of their obligations and liabilities to the Administrative
Agent, the Lenders and the Issuing Bank as set forth in the Credit Agreement
and the other Loan Documents and agrees to be bound by and abide by and operate
and perform under and pursuant to and comply fully with all of the terms,
conditions, provisions, agreements, representations, undertakings, warranties,
indemnities, grants of security interests and covenants contained in the Credit
Agreement and the other Loan Documents, as such obligations and liabilities may
be modified by this Amendment, as though the Credit Agreement and the other
Loan Documents were being re-executed on the date hereof, except to the extent
that such terms expressly relate to an earlier date.  The Credit Parties hereby ratify, confirm and
affirm without condition, all liens and security interests granted to the
Administrative Agent pursuant to the Credit Agreement and the other Loan
Documents and such liens and security interests shall continue to secure the
Obligations under the Credit Agreement as amended by this Amendment, and all
extensions, renewals, refinancings, amendments or modifications of any of the
foregoing.


SECTION 6.                   GENERAL PROVISIONS.


6.1           No Changes.
Except as expressly provided in this Amendment, the terms and provisions of the
Credit Agreement shall remain in full force and effect and are hereby affirmed,
confirmed and ratified in all respects.











6.2           Fees
and Costs.  In addition to such fees
as shall be set forth in the Fee Letter, the Credit Parties hereby jointly and
severally agree to reimburse the Administrative Agent for all of its reasonable
out-of-pocket legal fees and expenses incurred in the preparation and
documentation of this Amendment and related documents.


6.3           Governing
Law.  This Amendment shall be
construed in accordance with and governed by the internal laws (without regard
to the conflicts of law provisions, other than Section 5-1401 of the New York
General Obligations Law) of the State of New York.


6.4           Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument.  This Amendment may also be executed by
facsimile and each facsimile signature hereto shall be deemed for all purposes
to be an original signatory page.


6.5           References.  On or after the effective date hereof, each
reference in the Credit Agreement or the Pledge Agreement to this “Agreement,” “hereof,”
“herein”  or words of like import and all
references to the Credit Agreement in any other agreement, shall in either case
unless the context otherwise requires, be deemed to refer to the Credit
Agreement as amended hereby.


6.6           Successors.  This Amendment shall be binding on and inure
to the benefit of each of the parties hereto and their respective successors
and assigns.


6.7           Section
Headings.  Section headings used in
this Amendment are for convenience of reference only and shall not affect the
construction of this Amendment.


[Remainder of Page
Intentionally Left Blank]











IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized and delivered as of the
date first written above.


	
  

  	
  BORROWERS: 

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSS BERRIE U.S. GIFT, INC., a
  Delaware

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc S. Goldfarb 

  	
   

  
	
   

  	
  Name: 

  	
  Marc S. Goldfarb 

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSS BERRIE & CO. (WEST), INC., a

  California corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc S. Goldfarb 

  	
   

  
	
   

  	
  Name: 

  	
  Marc S. Goldfarb 

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSS BERRIE AND COMPANY

  PROPERTIES, INC., a New Jersey corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc S. Goldfarb 
  

  	
   

  
	
   

  	
  Name:

  	
  Marc S. Goldfarb 

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSSPLUS, INC., a New Jersey
  corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc S. Goldfarb 

  	
   

  
	
   

  	
  Name: 

  	
  Marc S. Goldfarb 

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  












 


	
  

  	
  RUSS BERRIE AND COMPANY

  INVESTMENTS, INC., a New Jersey

  corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc S. Goldfarb 

  	
   

  
	
   

  	
  Name: 

  	
  Marc S. Goldfarb 

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSS BERRIE AND COMPANY, INC.,
  a

  New Jersey corporation, individually and as Loan

  Party Representative 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc S. Goldfarb 

  	
   

  
	
   

  	
  Name: 

  	
  Marc S. Goldfarb 

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  












 


	
  

  	
  ADMINISTRATIVE AGENT: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BUSINESS CREDIT, LLC, as

  Administrative Agent  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter M. Walther 

  	
   

  
	
   

  	
  Name: 

  	
  Peter M. Walther 

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDERS/ISSUING BANK: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BUSINESS CREDIT, LLC,
  as the

  sole Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter M. Walther 

  	
   

  
	
   

  	
  Name: 

  	
  Peter M. Walther 

  
	
   

  	
  Title:

  	
  First Vice President  

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL

  ASSOCIATION, as Issuing Bank  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter M. Walther 

  	
   

  
	
   

  	
  Name: 

  	
  Peter M. Walther 

  
	
   

  	
  Title:

  	
  First Vice President