Exhibit 4.27





Exhibit 4.27




FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT AND

AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT




THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT AND AMENDED AND RESTATED
GUARANTY AND COLLATERAL AGREEMENT (as the same may from time to time be amended, restated or
otherwise modified, this “Amendment”) is made as of March 20, 2009, and entered into by
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” and together with Kids Line, Sassy, LaJobi and I & J collectively, the
“Grantors”), RUSS BERRIE AND COMPANY, INC., a New Jersey corporation (in its individual
capacity, the “Parent”) and BANK OF AMERICA, N.A., as successor by merger to LASALLE BANK
NATIONAL ASSOCIATION (in its individual capacity, together with its successors and assigns,
“Bank of America”), as administrative agent (in such capacity, together with its successors
and assigns, the “Administrative Agent”) for the Lenders (as defined below) party to the
Credit Agreement defined below.



RECITALS




WHEREAS, the Grantors, as Borrowers, Parent, as the Loan Party Representative (in such
capacity, the “Loan Party Representative”), the financial institutions parties to the
Credit Agreement as lenders (together with their respective successors and assigns, the
“Lenders”), and the Administrative Agent have entered into 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”).



WHEREAS, Grantors have entered into that certain Amended and Restated Guaranty and Collateral
Agreement dated as of April 2, 2008 (as amended, restated, supplemented or otherwise modified from
time to time, the “Guaranty and Collateral Agreement”).



WHEREAS, Parent and Administrative Agent have entered into that certain Amended and Restated
Pledge Agreement dated as of April 2, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, the “Pledge Agreement”). Capitalized terms used and not
defined herein shall have the meanings assigned thereto in the Credit Agreement, the Guaranty and
Collateral Agreement and the Pledge Agreement, as applicable.



WHEREAS, as of the date hereof, Parent shall become a Guarantor, and thus a Loan Party, under
the Credit Agreement, and a Guarantor and Grantor under the Guaranty and Collateral Agreement,
pursuant to that certain Joinder to Credit Agreement and Guaranty and Collateral Agreement dated as
of the date hereof among Parent, as a Guarantor, Grantor, and Loan Party Representative, and
Administrative Agent (the “Joinder Agreement”).



WHEREAS, in connection with the Joinder Agreement, as of the date hereof, the Loan Parties,
the Loan Party Representative, the Required Lenders and the Administrative Agent are entering into
that certain Second Amendment to the Credit Agreement (the “Second Amendment 
to Credit Agreement”), pursuant to which certain obligations of Parent set forth in
the Pledge Agreement shall be set forth in the Credit Agreement and certain other amendments to the
Credit Agreement shall be made.


 


 









 





WHEREAS, Parent requested that the Administrative Agent amend certain provisions of the Pledge
Agreement and the Guaranty and Collateral Agreement, all on the terms and subject to the conditions
of this Amendment.




NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:



ARTICLE I

AMENDMENTS TO PLEDGE AGREEMENT




Subject to the terms and conditions set forth in Article IV of this Amendment, the Pledge
Agreement is hereby amended as follows:



1.1 Section 1 (Definitions) is hereby amended to delete the following definitions in their
entirety:




“Graco Guaranty” means that certain Guaranty and Indemnification to License
Agreement between Graco Children’s Products Inc. and LaJobi Industries Inc. dated as of
March 26, 2008, as amended, supplemented or otherwise modified from time to time.




“Graco Indemnification” means the indemnification by Parent of Graco, its
affiliates, and their officers, directors, employees and agents, successors and assigns set
forth in Section 1 of the Graco Guaranty.




“Graco License Agreement” means that certain Trademark License Agreement dated
May 8, 2006 between Graco Children’s Products Inc. and LaJobi, as amended by Addendum #1
thereto dated February 6, 2008, as amended, supplemented or otherwise modified from time to
time.




“Russ Berrie B Entities” means the collective reference to the “Borrowers” (as
defined in the Russ Berrie B Entity Credit Agreement), and any other entity that becomes a
party to the Russ Berrie B Credit Agreement as a “Borrower” after March 14, 2006.




“Russ Berrie B Entity Credit Agreement” means that certain Credit Agreement
dated as of March 14, 2006 by and among the Russ Berrie B Entities, the financial
institutions from time to time parties thereto as lenders and LBC, as amended, restated,
supplemented or otherwise modified from time to time.




“Russ Berrie B Entity Pledge Agreement” means that certain Pledge Agreement
dated as of March 14, 2006 by the Parent in favor of LBC, as amended, restated, supplemented
or otherwise modified from time to time.


 


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1.2 Section 1 (Definitions) is hereby further amended to add the following definition in
appropriate alphabetical order:




“IP Sub” means RB Trademark Holdco, LLC, a Delaware limited liability company.




“IP Sub Operating Agreement” means the Limited Liability Company Agreement of IP
Sub, dated as of December 23, 2008, by Russ Berrie US Gift, Inc., as amended, restated or
otherwise modified from time to time.




“Russ Companies” means The Russ Companies, Inc., a Delaware corporation.




“Second Amendment Effective Date” means March 20, 2009.




“Stockholder’s Agreement” means the Stockholders Agreement of Russ Companies, dated
as of December 23, 2008, by and among Russ Companies and the stockholders from time to time
party thereto, as amended, restated or otherwise modified from time to time.



1.3 Section 1 (Definitions) is hereby further amended to replace the definition of
Pledged Entity in its entirety with the following:




“Pledged Entity” means each of the Persons in which the Parent now or hereafter
owns any Equity Interest and any successors thereto, whether by merger or otherwise;
provided that in no event shall Russ Companies be required to become a Pledged
Entity hereunder so long as (i) the Stockholder’s Agreement prohibits the pledge by the
Parent to the Administrative Agent of the Parent’s Equity Interests in Russ Companies
without the prior written consent of the other shareholders and (ii) Russ Companies is not a
Subsidiary (as defined in the Credit Agreement).



1.4 Clauses (a), (e), (f), (m) and (n) of Section 6 (Representations and Warranties) are
hereby replaced in their entirety with the following, respectively:




(a) [Reserved].




(e) This Agreement is effective to create a valid and continuing lien on and, upon (i)
the filing of appropriate financing statements in the jurisdictions listed on Schedule A,
Part 2 hereto with respect to the Pledged Interests of Kids Line and IP Sub and payment of
all necessary filing fees and (ii) the delivery to the Administrative Agent of the
certificates representing the Pledged Interests (other than with respect to Kids Line and IP
Sub), a perfected, first-priority security interest in the Pledged Collateral and the
proceeds thereof in favor of the Administrative Agent, for the benefit of itself and the
Lender, and no further actions are necessary to achieve such perfection;




(f) Schedule A to this Agreement sets forth as of the Second Amendment Effective Date
all of the issued and outstanding Equity Interests held by the Parent in the Loan Parties
under the terms of the Credit Agreement, and is true and correct and complete in all
respects as of the Second Amendment Effective Date; without limiting the
generality of the foregoing: (i) except as set forth in Schedule A, all the Pledged
Interests are in certificated form, and, except to the extent registered in the name of the
Administrative Agent or its nominee pursuant to the provisions of this Agreement, are
registered in the name of the Parent; and (ii) the Pledged Interests as to each of the
Pledged Entities constitute at least the percentage of all the fully diluted issued and
outstanding Equity Interests of such Pledged Entity as set forth in Schedule A to this
Agreement;


 


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(m) There are no existing options, warrants or calls relating to the Pledged Interests;
other than as set forth in this Agreement, there are no commitments of any character
whatsoever relating to the Pledged Interests; and other than the Operating Agreement and the
IP Sub Operating Agreement, the Parent is not subject to any member agreement, voting
agreement or any other agreement in respect of the rights of members of any Pledged Entity;
and




(n) No consent, approval, authorization or other order or other action by, and no
notice to or filing with, any Governmental Authority or any other Person is required (other
than any consent, approval, authorization, order or other action, notice or filing which has
been obtained and is in full force and effect, except such as would not have and reasonably
could not be expected to have a Material Adverse Effect) (i) for the pledge by the Parent of
the Pledged Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by the Parent, or (ii) for the exercise by the Administrative
Agent of the voting and other rights provided for in this Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Agreement (including any exercise by the
Administrative Agent of the rights of a member of Kids Line or IP Sub pursuant to this
Agreement), except as may be required in connection with such disposition by laws affecting
the offering and sale of securities generally.



1.5 Section 9 (Affirmative Covenants of the Parent) and Section 10 (Negative
Covenants of the Parent) are hereby replaced in their entirety with the following:




Section 9.
Affirmative Covenants of the Parent. Until the Secured Obligations are Paid
in Full, the Parent shall:




(a) Promptly following receipt thereof, deliver to the Administrative Agent, whereupon
the Administrative Agent shall deliver copies thereof to the Lenders, copies of any material
notice, report, or other communication from any Pledged Entity relating to all or any part
of the Pledged Collateral.




(b) At all times keep at least one complete set of its records concerning substantially
all of the Pledged Collateral at its Chief Executive Office as set forth in Schedule
B hereto, and not change the location of its Chief Executive Office or such records
without giving the Administrative Agent at least thirty (30) days prior written notice
thereof.


 


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(c) To the extent it may lawfully do so, use its commercially reasonable efforts to
prevent the Pledged Entities from issuing Future Rights or Proceeds, except for cash
dividends and other distributions, if any, to the extent (and only to the extent) that such
dividends or other distributions are permitted by the terms of the Credit Agreement to be
paid by any Pledged Entity to the Parent.




(d) At its expense, promptly execute, acknowledge and deliver all such instruments and
take all such actions as the Administrative Agent from time to time may request in order to
ensure to the Administrative Agent the benefits of the Liens in and to the Pledged
Collateral intended to be created by this Agreement, including the filing of any necessary
financing statements, which may be filed by the Administrative Agent, and will cooperate
with the Administrative Agent at the Parent’s expense, in obtaining all necessary approvals
and making all necessary filings under federal, state, local or foreign law in connection
with such Liens or any sale or transfer of the Pledged Collateral.




(e) Defend the title to the Pledged Collateral and the Liens of the Administrative
Agent in the Pledged Collateral against the claim of any Person and will maintain and
preserve such Liens, except with respect to actions affirmatively taken by the
Administrative Agent with respect to its Liens or any failure of the Administrative Agent to
continue any Lien prior to the lapse thereof.




(f) Upon obtaining ownership of any additional Equity Interest of any Pledged Entity,
which interests, notes or instruments are not already Pledged Collateral (“Additional
Interests”), promptly, (and in any event within five (5) Business Days) deliver to the
Administrative Agent a Pledge Amendment, duly executed by the Parent, in substantially the
form of Schedule C attached hereto (a “Pledge Amendment”) in respect of any
such Additional Interests, notes or instruments, pursuant to which the Parent shall pledge
to the Administrative Agent all of such Additional Interests, notes and instruments. The
Parent hereby authorizes the Administrative Agent to attach each Pledge Amendment to this
Agreement and agrees that all Pledged Interests listed on any Pledge Amendment shall for all
purposes hereunder be considered Pledged Collateral.




Section 10. Negative Covenants of the Parent. Until the Secured Obligations
are Paid in Full, the Parent shall not:




(a) without the prior written consent of the Administrative Agent, sell, assign,
transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral,
or any unpaid interest or other unpaid distributions or payments with respect to the Pledged
Collateral;




(b) withdraw from or cause a dissolution of any Pledged Entity; or




(c) permit any Pledged Entity to: (i) authorize the amendment of or amend the
organizational documents of such Pledged Entity that is a general partnership, limited
partnership or limited liability company to provide that the Equity Interests of such
Pledged Entity are governed by Article 8 of the UCC, or (ii) authorize the issuance of or
issue certificates evidencing the Equity Interests of such Pledged Entity that is a
general partnership, limited partnership or limited liability company.


 


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1.6 Section 12 (Events of Default) is hereby replaced in its entirety with the following:




Section 12. Events of Default. Each of the following shall constitute an Event
of Default under this Agreement:




(a) Failure by the Parent to comply with or to perform any covenant set forth in
Section 5(a) or (b), Section 7, Section 9(a), (e) or
(f), or Section 10 of this Agreement.




(b) Failure by the Parent to comply with or to perform any other provision of this
Agreement and continuance of such failure for thirty (30) days.



ARTICLE II

ADDITION OF PLEDGED INTERESTS




In accordance with Section 9(f) of the Pledge Agreement, as amended hereby, the Parent
hereby certifies that the representations and warranties of the Parent in Section 6 of the
Pledge Agreement, as amended hereby, and in Section 9 of the Credit Agreement, as amended
by the Second Amendment to Credit Agreement, are and continue to be true and correct in all
material respects unless such representation or warranty is made or deemed to be made solely with
respect to an earlier date, both as to the interests pledged prior to this Amendment and as to the
interests of IP Sub being pledged hereunder. The Pledged Interests listed on Annex A to
this Amendment shall be and become a part of the Pledged Collateral and shall secure all Secured
Obligations and the Parent hereby grants a first priority security interest to the Administrative
Agent in such Pledged Interests. The Parent acknowledges that any interests not included in the
Pledged Collateral at the discretion of the Administrative Agent may not otherwise be pledged by
the Parent to any other Person or otherwise used as security for any obligations other than the
Secured Obligations.



ARTICLE III

AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENT




Subject to the terms and conditions set forth in Article IV of this Amendment, the last
sentence of the definition of Collateral set forth in Section 1 (Definitions) of
the Guaranty and Collateral Agreement is hereby replaced in its entirety with the following:




In addition, the term “Collateral” shall not include (1) Equipment which is subject to a
Permitted Lien described in Section 11.2(d) of the Credit Agreement, which pursuant
to and for so long as the terms of any lease or financing agreement with respect thereto
prohibits the granting of a security interest in such Equipment (so long as such restriction
is limited to the particular Equipment financed or leased thereunder) or (2) any Equity
Interests (as such term is defined in the Pledge Agreement) in The Russ Companies, Inc. so
long as such entity is not a Pledged Entity (as such term is defined in the Pledge
Agreement).


 


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ARTICLE IV

CONDITIONS PRECEDENT




This Amendment shall become effective (the “Effective Date”) on the date when all of
the following conditions have been satisfied:




(a) The is Amendment shall have been signed by the Parent, the Grantors and the
Administrative Agent.




(b) All conditions precedent to the effectiveness of the Second Amendment to Credit
Agreement shall have been satisfied.




(c) As of the Effective Date, all representations and warranties (i) of the Parent, in
its individual capacity and as a Grantor and Guarantor, and of the Grantors, in each case, set
forth herein and in the Pledge Agreement and the Guaranty and Collateral Agreement, in each
case, as amended hereby and by the Joinder Agreement, and (ii) the Grantors, as Borrowers, and
the Parent, as a Guarantor and as Loan Party Representative, set forth in the Credit
Agreement, as amended by the Second Amendment to 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.




(d) 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.




(e) The Parent and each Grantor shall have provided such other items and shall have
satisfied such other conditions as may be reasonably required by the Administrative Agent.



ARTICLE V

REAFFIRMATION




The Parent and each Grantor hereby expressly reaffirms and assumes all of its obligations and
liabilities to the Administrative Agent as set forth in the Pledge Agreement and/or the Guaranty
and Collateral Agreement, as applicable, in each case, as amended hereby, 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 therein, as such obligations and liabilities may be
modified by this Amendment , as though the Pledge Agreement and/or the Guaranty and Collateral
Agreement, as applicable, were being re-executed
on the date hereof, except to the extent that such terms expressly relate to an earlier date.
The Parent and each Grantor hereby ratifies, confirms and affirms without condition, all liens and
security interests granted to the Administrative Agent pursuant to the Pledge Agreement and/or the
Guaranty and Collateral Agreement, as applicable, in each case, as amended hereby, and such liens
and security interests shall continue to secure the Obligations under the Credit Agreement as
amended by the Second Amendment to Credit Agreement, and all extensions, renewals, refinancings,
amendments or modifications of any of the foregoing.


 


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ARTICLE VI

MISCELLANEOUS





(a) Representations and Warranties. The Parent and each Grantor represents and
warrants to the Administrative Agent that:




(i) such Person has the legal power and authority to execute and deliver this
Amendment;




(ii) the officers of such Person executing this Amendment have been duly
authorized to execute and deliver the same and bind such Person with respect to the
provisions hereof;




(iii) the execution, delivery and performance by such Person of this Amendment do
not and will not (a) require any consent or approval of any governmental agency or
authority (other than any consent or approval which has been obtained and is in full
force and effect, except such as would not have and reasonably could not be expected
to have a Material Adverse Effect), (b) conflict with (i) any provision of law, (ii)
the charter, by laws or other organizational documents of such Person or (iii) any
material agreement, indenture, instrument or other material document, or any judgment,
order or decree, which is binding upon such Person or any of its respective properties
or (c) require, or result in, the creation or imposition of any Lien on any asset of
such Person (other than Permitted Liens and Liens in favor of the Administrative Agent
created pursuant to the Collateral Documents);




(iv) no Event of Default or event that, if it continues uncured, will, with lapse
of time, giving of notice or both, would constitute an Event of Default under the
Pledge Agreement, exists, nor will any occur immediately after the execution and
delivery of this Amendment or by the performance or observance of any provision
hereof;




(v) all representations and warranties made by the Loan Parties in the any Loan
Document are true and correct in all material respects on and as of the date of this
Amendment to the same extent as though made on and as of such date, except to the
extent that any thereof expressly relate to an earlier date;


 


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(vi) such Person is not aware of any claim or offset against, or defense or
counterclaim to, such Person’s obligations or liabilities under the Pledge Agreement
or any Loan Document; and




(vii) this Amendment and each document executed by such Person in connection
herewith constitute valid and binding obligations of such Person, enforceable in
accordance with their terms, except to the extent that the enforceability thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).




(b) Loan Documents Unaffected. Except as herein otherwise specifically provided,
all provisions of the Pledge Agreement and the Guaranty and Collateral Agreement shall remain
in full force and effect and are hereby affirmed, confirmed and ratified in all respects. As
of the Effective Date, all references to the Pledge Agreement or the Guaranty and the
Collateral Agreement in the Credit Agreement or any other Loan Document shall be deemed to
refer to the Pledge Agreement or the Guaranty and Collateral Agreement, as applicable, as
amended hereby.




(c) No Course of Dealing. The Parent and each Grantor acknowledges and agrees
that this Amendment is not intended to, nor shall it, establish any course of dealing between
such Person and the Administrative Agent that is inconsistent with the express terms of the
Pledge Agreement and/or the Guaranty and Collateral Agreement, as applicable.




(d) Attorney’s Fees and Costs. The Parent and the Grantors hereby jointly and
severally agree to reimburse the Administrative Agent for all of its reasonable out-of-pocket
documented legal fees and expenses incurred in the preparation and documentation of this
Amendment and related documents.




(e) Survival. All representations, warranties, covenants, agreements, releases
and waivers made by or on behalf of the Parent or any Grantor under this Amendment shall
survive the execution and delivery of this Amendment.




(f) No Waiver of Rights. No waiver shall be deemed to be made by any party
hereunder of any of its rights hereunder unless the same shall be in writing signed on behalf
of such party.




(g) GOVERNING LAW. THE VALIDITY OF THIS AMENDMENT, ITS CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


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(h) Entire Agreement. This Amendment sets forth the entire agreement and
understanding among the parties as to the subject matter hereof and merges and supersedes all
prior discussions, agreements, and undertakings of every kind and nature among them with
respect to the subject matter hereof.




(i) Counterparts. This Amendment may be executed in any number of counterparts,
and by the parties hereto on the same or separate counterparts and by facsimile signature, and
each such counterpart, when executed and delivered, shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same Amendment.




(j) Severability Of Provisions; Captions; Attachments. Wherever possible each
provision of this Amendment shall be interpreted in such manner as to be effective and valid
under applicable law. Any provision of this Amendment that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction. The
several captions to Sections and subsections herein are inserted for convenience only and
shall be ignored in interpreting the provisions of this Amendment. Each schedule or exhibit
attached to this Amendment shall be incorporated herein and shall be deemed to be a part
hereof.




(k) JURY TRIAL WAIVER. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AMENDMENT AND ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.



[Remainder of Page Intentionally Left Blank]





 


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



	 	 	 	 	 	 	 	 	 
	GRANTORS:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KIDS LINE, LLC, a Delaware limited
liability company	 	 	 	LAJOBI, INC., a Delaware corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Marc Goldfarb
	 	 	 	By:
	 	/s/ Marc Goldfarb
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Marc Goldfarb
	 	 	 	 	 	Name: Marc Goldfarb
	 

	 	Title: Vice President and Secretary
	 	 	 	 	 	Title: Assistant Secretary
	 
	 	 	 	 	 	 	 	 
	SASSY, INC., an Illinois corporation	 	 	 	COCALO, INC., a California corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Marc Goldfarb
	 	 	 	By:
	 	/s/ Marc Goldfarb
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Marc Goldfarb 

Title: Vice President and Secretary
	 	 	 	 	 	Name: Marc Goldfarb 

Title: Vice President and Assistant Secretary
	 
	 	 	 	 	 	 	 	 
	I & J HOLDCO, INC., a Delaware
corporation	 	 	 	RUSS BERRIE AND COMPANY, INC., a New Jersey
corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Marc Goldfarb
	 	 	 	By:
	 	/s/ Marc Goldfarb
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Marc Goldfarb
	 	 	 	 	 	Name: Marc Goldfarb
	 

	 	Title: Assistant Secretary
	 	 	 	 	 	Title: Senior Vice President, General
Counsel and Secretary
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OF AMERICA, N.A., as successor by merger to LASALLE BANK NATIONAL
ASSOCIATION, as Administrative Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Erin M. Frey
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Erin M. Frey
	 

	 	 	 	 	 	 	 	Title: Vice President