EX-10.43



 Exhibit 10.43 
 May 4, 2012 
 Kid Brands, Inc. 

One Meadowlands Plaza, 8th Floor 
 East
Rutherford, NJ 07073 
  

	 	Re:	Second Amended and Restated Credit Agreement, dated as of August 8, 2011 (the “Credit Agreement”) among Kid Brands, Inc., a New Jersey corporation
(the “Parent”), Kids Line, LLC, a Delaware limited liability company (“Kids Line”), Sassy, Inc., an Illinois corporation (“Sassy”), I & J Holdco, Inc., a Delaware corporation
(“I & J”), LaJobi, Inc., a Delaware corporation (“LaJobi”) and CoCaLo, Inc., a California corporation (“CoCaLo” and collectively with the Parent, Kids Line, Sassy, I & J, LaJobi, CoCaLo
and such other designated subsidiary borrowers from time to time, the “Borrowers” and each a “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent 

 Gentlemen: 
 Reference is made to the Credit Agreement described above, the defined terms of which are incorporated herein by reference. 
 Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders and the Loan Parties hereby agree that (i) severance expense not to exceed $1,000,000 in the aggregate
during the term of the Credit Agreement may be treated as “non-recurring . . . losses” for purposes of determining Consolidated Net Income and (ii) severance expense in excess of $1,000,000 in the aggregate during the term of the
Credit Agreement may not be treated as “non-recurring . . . losses” for purposes of determining Consolidated Net Income. To the extent that severance expense exceeds the above-described $1,000,000 limitation (“Excess
Severance”), the Required Lenders and the Loan Parties agree that (i) to the extent deducted from Consolidated Net Income, the accrual of such Excess Severance expense may be added back to Consolidated Net Income for purposes of
calculating Consolidated EBITDA during the period when accrued and (ii) the amount of any Excess Severance payments (regardless of when accrued) will be deducted from Consolidated EBITDA during the period when paid. All such severance
adjustments will be reflected in detail in the applicable Compliance Certificates. 







 The Borrower agrees that it shall retain a financial consultant (the “Borrower
Consultant”) that is satisfactory to the Administrative Agent and Required Lenders, pursuant to an engagement letter in form and substance reasonably satisfactory to the Agent, within forty-five days following the date of this
letter. The scope of the services to be provided by the Borrower Consultant shall be reasonably acceptable to the Administrative Agent and the Required Lenders and will include: (a) a review of economic and legal ramifications of the
issues surrounding the Import duty and Lawrence Bivona earn-out consideration, (b) a review of, and delivery of an opinion regarding, the Borrower’s financial forecasts, and (c) such other matters as may be mutually agreed by the
Borrower and the Administrative Agent or the Required Lenders. The Borrower shall cause the Borrower Consultant to provide the Administrative Agent and the Lenders (x) from time to time, periodic reports with respect to its review to date
and (y) on or before July 31, 2012, a written report with respect to its review. Any fees and expenses incurred by the Borrower and paid or related to the Borrower Consultant may be treated as “non-recurring . . . losses” for
purposes of determining Consolidated Net Income. 
 Notwithstanding anything to the contrary contained in the Credit Agreement, the Required
Lenders and the Loan Parties hereby agree that prior to January 1, 2013, the Loan Parties agree that they shall not request any Credit Extension, and the Lenders and L/C Issuer shall have no obligation to honor any Request for Credit Extension,
if such Credit Extensions would cause the Total Revolving Outstandings to exceed $70 million without the prior written consent of the Required Lenders. For avoidance of doubt, the foregoing limitation shall not constitute a reduction of any
Revolving Commitment. 
 This letter is a Loan Document and it shall be enforceable as such. Except as modified hereby, all of the terms and
provisions of the other Loan Documents shall remain in full force and effect. 
 This letter shall be governed by and construed in accordance
with the laws of the State of New York. 

  
 2 








 This letter may be executed in any number of counterparts (including facsimile or .pdf counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute but one contract. 
  

							
		 		 	 Sincerely,
  

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

				
		 		 	By	 	/s/ Phillip Raby
		 		 	Title:	 	Senior Vice President

  

  








 ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: 

 

							
	BORROWER:	 		 	 KID BRANDS, INC.,
  

a New Jersey corporation

				
		 		 	By:	 	/s/ Marc S. Goldfarb
		 		 	Name:	 	Marc S. Goldfarb
		 		 	Title:	 	SVP and General Counsel

  

							
		 		 	 KIDS LINE, LLC,
  

a Delaware limited liability company

				
		 		 	By:	 	/s/ Marc S. Goldfarb
		 		 	Name:	 	Marc S. Goldfarb
		 		 	Title:	 	SVP and General Counsel

  

							
		 		 	 SASSY, INC.,
  

an Illinois corporation

				
		 		 	By:	 	/s/ Marc S. Goldfarb
		 		 	Name:	 	Marc S. Goldfarb
		 		 	Title:	 	SVP and General Counsel

  

							
		 		 	 I & J HOLDCO, INC.,
  

a Delaware corporation

				
		 		 	By:	 	/s/ Marc S. Goldfarb
		 		 	Name:	 	Marc S. Goldfarb
		 		 	Title:	 	SVP and General Counsel

  

  









							
		 		 	 LAJOBI, INC.,
  

a Delaware corporation

				
		 		 	By:	 	/s/ Marc S. Goldfarb
		 		 	Name:	 	Marc S. Goldfarb
		 		 	Title:	 	SVP and General Counsel

  

							
		 		 	 COCALO, INC.,
  

a California corporation

				
		 		 	By:	 	/s/ Marc S. Goldfarb
		 		 	Name:	 	Marc S. Goldfarb
		 		 	Title:	 	SVP and General Counsel

 Acknowledged and agreed: 
  

							
	LENDERS: 	 		 	 BANK OF AMERICA, N.A.,
  

as a Lender, Swing Line Lender and L/C Issuer

				
		 		 	By:	 	/s/ Phillip Raby
		 		 	Name:	 	Phillip M. Raby
		 		 	Title:	 	Senior Vice President

  

							
		 		 	 JPMORGAN CHASE BANK, N.A.,
  

as a Lender

				
		 		 	By:	 	/s/ Susan M Graham
		 		 	Name:	 	Susan M. Graham
		 		 	Title:	 	Senior Vice President

  

  








  

							
		 		 	 WELLS FARGO BANK, N.A.,
  

as a Lender

				
		 		 	By:	 	/s/ Janette A. Griffin
		 		 	Name:	 	Janette A. Griffin
		 		 	Title:	 	Senior Vice President

  

							
		 		 	 CITIZENS BANK OF PENNSYLVANIA,
  

as a Lender

				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	

  

							
		 		 	 HSBC BANK USA, N.A.,
  

as a Lender

				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	

  

							
		 		 	 SOVEREIGN BANK,
  

as a Lender

				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title: