Exhibit 4.28





Exhibit 4.28




JOINDER TO CREDIT AGREEMENT AND GUARANTY AND COLLATERAL AGREEMENT




This JOINDER AGREEMENT (this “Agreement”) dated as of March 20, 2009 is executed by
the undersigned for the benefit of BANK OF AMERICA, N.A., as successor by merger to LaSalle Bank
National Association, as the administrative agent (in such capacity, the “Administrative
Agent”) in connection with (i) that certain Amended and Restated Credit Agreement dated as of
April 2, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among KIDS LINE, LLC, a Delaware limited liability company (“Kids
Line”), SASSY, INC., an Illinois corporation (“Sassy”), LAJOBI, INC., a Delaware
corporation (“LaJobi”), I & J HOLDCO, INC., a
Delaware corporation (“I
& J”),
COCALO, INC., a California corporation (“CoCaLo”), those Subsidiaries that are or, in
accordance with Section 10.10 of the Credit Agreement, may hereafter become parties thereto
as “Borrowers” (Kids Line, Sassy, LaJobi, I & J, CoCaLo and such Subsidiaries collectively, the
“Borrowers”), those Subsidiaries that are or, in accordance with Section 10.10 of
the Credit Agreement, may hereafter become parties thereto as “Guarantors”, the financial
institutions that are or may from time to time become parties thereto as “Lenders”, and the
Administrative Agent for itself and the Lenders and (ii) that certain Amended and Restated Guaranty
and Collateral Agreement, dated as of April 2, 2008 (as amended, restated, supplemented or modified
from time to time, the “Guaranty and Collateral Agreement”) by and among the Borrowers and
the Guarantors (the Borrowers, the Guarantors and any other Person that becomes a party thereto as
provided therein being, collectively, the “Grantors”), in favor of the Administrative Agent
for the benefit of all the Lenders. Capitalized terms used but not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement and/or Guaranty and Collateral
Agreement, as applicable.



The undersigned is required to execute this Agreement pursuant to Section 10.10 of the
Credit Agreement and pursuant to Section 8.16 of the Guaranty and Collateral Agreement.



In consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each signatory hereby agrees as follows:



1. The undersigned assumes (i) all the obligations of a Guarantor under the Credit Agreement,
the Agent Fee Letter, dated as of March 1, 2009 (the “Agent Fee Letter”), among the
Administrative Agent, Banc of America Securities LLC, the Borrowers and the undersigned, and each
other Loan Document to which the Guarantors are a party and agrees that such person or entity is a
Guarantor and bound as a Guarantor under the terms of the Credit Agreement, the Agent Fee Letter
and each other Loan Document to which the Guarantors are a party and (ii) all the obligations of a
Grantor and a Guarantor under the Guaranty and Collateral Agreement and agrees that such person or
entity is a Grantor and a Guarantor and bound as a Grantor and a Guarantor under the terms of the
Guaranty and Collateral Agreement, in each case, as if it had been an original signatory to such
agreements. In furtherance of the foregoing, the undersigned hereby (i) collaterally assigns, and
pledges and grants to the Administrative Agent a security interest in all of its right, title and
interest in and to the Collateral now owned or hereafter acquired by it to secure the Secured
Obligations and (ii) appoints the Loan Party Representative as its representative and agent to act
on its behalf in accordance with Section 2.6 of the Credit Agreement, which appointment the
Loan Party Representative hereby accepts.


 


 









 





2. Schedules 9.6, 9.8, 9.9, 9.15, 9.16, 9.17, 9.19, 9.21, 9.26, 10.11, 11.2, 11.10 and
12.1 of the Credit Agreement are hereby amended solely to add the information relating to
the undersigned as set out on Schedules 9.6, 9.8, 9.9, 9.15, 9.16, 9.17, 9.19, 9.21, 9.26,
10.11, 11.2, 11.10 and 12.1 respectively, hereto. The undersigned hereby makes and
affirms, for the benefit of the Administrative Agent, the representations and warranties set forth
in the Credit Agreement applicable to the undersigned and confirms that such representations and
warranties are true and correct in all material respects with respect to the undersigned on the
date hereof after giving effect to such amendment to such Schedules. Schedules 1, 2, 3, 4, 5,
6 and 7 of the Guaranty and Collateral Agreement are hereby amended solely to add the
information relating to the undersigned as set out on Schedules 1, 2, 3, 4, 5, 6 and
7 respectively, hereto. The undersigned hereby makes and affirms, for the benefit of the
Administrative Agent, the representations and warranties set forth in the Guaranty and Collateral
Agreement applicable to the undersigned and the applicable Collateral and confirms that such
representations and warranties are true and correct in all material respects with respect to the
undersigned on the date hereof after giving effect to such amendment to such Schedules.



3. In furtherance of its obligations under Section 5.2 of the Guaranty and Collateral
Agreement, the undersigned hereby authorizes the Administrative Agent to file UCC financing
statements naming such person or entity as debtor and the Administrative Agent as secured party,
and describing its Collateral and such other documentation as the Administrative Agent (or its
successors or assigns) may reasonably require to evidence, protect and perfect the Liens created by
the Guaranty and Collateral Agreement. The undersigned acknowledges the authorizations given to
the Administrative Agent under
Section 5.10(b) of the Guaranty and Collateral Agreement and
otherwise.



4. The undersigned’s address for notices under the Credit Agreement and the Guaranty and
Collateral Agreement shall be the address of the Loan Party Representative set forth in the Credit
Agreement and the undersigned hereby appoints the Loan Party Representative as its agent to receive
notices under the Credit Agreement and the Guaranty and Collateral Agreement.



5. This Agreement shall be deemed to be part of, and a modification to, each of the Credit
Agreement, the Guaranty and Collateral Agreement and each other Loan Document to which the
undersigned has joined as a Guarantor and shall be governed by all the terms and provisions of the
Credit Agreement, with respect to the modifications intended to be made to the Credit Agreement,
the Guaranty and Collateral Agreement and each other Loan Agreement to which the undersigned has
joined as a Guarantor, which terms are incorporated herein by reference, are ratified and confirmed
and shall continue in full force and effect as valid and binding agreements of each such person or
entity enforceable against such person or entity (subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in a proceeding in
equity or at law)). The undersigned hereby waives notice of the Administrative Agent’s acceptance
of this Agreement. The undersigned will deliver an executed original of this Agreement to the
Administrative Agent.


 


 









 





	 	 	 	 	 
	 	RUSS BERRIE AND COMPANY, INC.,

as Guarantor and Grantor

 	 
	 	By:  	/s/ Marc Goldfarb
 	 
	 	 	Name:  	Marc Goldfarb 	 
	 	 	Title:  	Senior Vice President, General Counsel
and Secretary 	 




Acknowledged and Agreed to:



	 	 	 	 	 
	RUSS BERRIE AND COMPANY, INC., in	 	 
	its capacity as Loan Party Representative	 	 
	 
	 	 	 	 
	By: 

	/s/ Marc Goldfarb
 


	 	 
	 

	 
	 	 
	 

	Name: 	Marc Goldfarb	 	 
	 

	Title:	 Senior Vice President, General Counsel
and Secretary	 	 






The foregoing is accepted and agreed to as of the date set forth above:



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Erin M. Frey
 	 
	 	 	Name:  	Erin M. Frey 	 
	 	 	Title:  	Vice President