PURCHASE AND SALE AGREEMENT This Agreement is dated as of December 7, 2005. B E T W E E N: AMRAM'S DISTRIBUTING LTD. (the "VENDOR") - and - BENTALL INVESTMENT MANAGEMENT LP (the "PURCHASER") For good and valuable consideration, the receipt and...Purchase and Sale Agreement • December 15th, 2005 • Russ Berrie & Co Inc • Dolls & stuffed toys • Ontario
AGREEMENTAgreement • March 28th, 1997 • Russ Berrie & Co Inc • Dolls & stuffed toys • New Jersey
1 3 TABLE OF CONTENTSAsset Purchase Agreement • May 15th, 1997 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
Exhibit 10.104 INVESTORS' RIGHTS AGREEMENT INVESTORS' RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 10, 2006, by and among Russ Berrie and Company, Inc., a New Jersey corporation, with headquarters located at 111 Bauer Drive, Oakland, New...Investors' Rights Agreement • August 14th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
SEVERANCE AGREEMENTSeverance Agreement • April 2nd, 2001 • Russ Berrie & Co Inc • Dolls & stuffed toys
In the event that Dona Fisher is terminated from Russ Berrie and Company, Inc. (the "Company"), for reason other than cause or other than her own voluntary resignation, she will receive 6 months severance pay at the rate that she is being paid on her termination date. This severance will be paid to her over six months on the Company's normal pay schedule. During this period, she will also be entitled to remain on the Company's health and dental insurance plan (making the same payroll contribution as when she was an active employee). Further, if she obtains gainful employment during this six-month severance period (with employment being defined as full-time salaried work, excluding any low-level employment such as in a health club), her severance payments will be terminated, effective the date she starts her new employment.
EXHIBIT 10.100 THIS AGREEMENT made as of December 23, 2005, B E T W E E N: AMRAM'S DISTRIBUTING LTD. (the "VENDOR") - and - BENTALL INVESTMENT MANAGEMENT LP (the "PURCHASER") WITNESSES THAT WHEREAS: A. The parties entered into a purchase and sale...Agreement • December 30th, 2005 • Russ Berrie & Co Inc • Dolls & stuffed toys
BARCLAYS BANK PLC (2) FRAMEWORK AGREEMENT relating to 6,000,000 Pounds Sterling multi-currency facility HAMMONDS 7 Devonshire Square Cutlers Gardens London EC2M 4YH DX 136546 Bishopsgate 2 TELEPHONE +44 (0)870 839 0000 FAX +44 (0)870 839 1001 OFFICES...Framework Agreement • January 4th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys
1 EXHIBIT 10.114 FIRST AMENDMENT OF AGREEMENT This First Amendment of Agreement made this 5th day of June, 1997, by and between RUSS BERRIE AND COMPANY, INC., a New Jersey corporation having its principal place of business at 111 Bauer Drive, Oakland,...Of Agreement • March 30th, 1998 • Russ Berrie & Co Inc • Dolls & stuffed toys
AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT dated as of April 2, 2008 among KIDS LINE, LLC, SASSY, INC., LAJOBI, INC., and THE OTHER PARTIES HERETO as Grantors, and LASALLE BANK NATIONAL ASSOCIATION, as the Administrative AgentGuaranty and Collateral Agreement • April 8th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys
This Amended and Restated Guaranty and Collateral Agreement dated as of April 2, 2008 (this “Agreement”) is entered into 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”), those Subsidiaries that are or, in accordance with Section 10.10 of the Credit Agreement, may hereafter become parties to the Credit Agreement (as defined herein) as “Borrowers” (Kids Line, Sassy, LaJobi, I & J and such Subsidiaries are sometimes referred to herein collectively as the “Borrowers”) and those Subsidiaries that are or, in accordance with Section 10.10 of the Credit Agreement, may hereafter become parties hereto and to the Credit Agreement as “Guarantors” (collectively, the “Guarantors”) (the Borrowers and the Guarantors being collectively referred to herein as the “Grantors”, and each a “Grantor”) and any other person that becomes a p
SECURITY AGREEMENT by KID BRANDS, INC. as Lead Borrower and THE OTHER BORROWERS AND LOAN PARTIES PARTY HERETO FROM TIME TO TIME and SALUS CAPITAL PARTNERS, LLC, as Collateral Agent Dated as of December 21, 2012Security Agreement • December 28th, 2012 • Kid Brands, Inc • Miscellaneous manufacturing industries • New York
SECURITY AGREEMENT dated as of December 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) KID BRANDS, INC. a New Jersey corporation having an office at One Meadowlands Plaza, 8th Floor, East Rutherford, New Jersey 07073 as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HERETO (together with the Lead Borrower, the “Original Borrowers”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) THE GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), in
FINANCING AGREEMENTFinancing Agreement • December 22nd, 2004 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN
1 EXHIBIT 10.121 AGREEMENTAgreement • March 31st, 1999 • Russ Berrie & Co Inc • Dolls & stuffed toys
RUSS BERRIE AND COMPANY, INC. STOCK OPTION AGREEMENT Date of Grant: December 15, 2004Stock Option Agreement • March 31st, 2005 • Russ Berrie & Co Inc • Dolls & stuffed toys • New Jersey
Russ Berrie and Company, Inc., a New Jersey corporation (the “Company”), does hereby grant to Joanne Levin (the “Optionee”), as of the date set forth above, a stock option (the “Option”) to purchase an aggregate of 100,000 shares of its Common Stock (stated value $.10) (the “Stock”) at the price of $22.21 per share (the “Option Price”), upon the following terms and conditions.
KID BRANDS, INC. RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS Date of Grant: , 20Restricted Stock Agreement • November 18th, 2013 • Kid Brands, Inc • Miscellaneous manufacturing industries • New Jersey
RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of the date set forth above, between Kid Brands, Inc., a New Jersey corporation (the “Company”), and the Grantee whose name appears on the signature page hereof (the “Grantee”).
ContractGuaranty Agreement • April 19th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
THIS GUARANTY IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF MARCH 14, 2006 BY AND AMONG LASALLE BUSINESS CREDIT, LLC AND LASALLE BUSINESS CREDIT, A DIVISION OF ABN AMRO BANK N.V., CANADA BRANCH (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”)
4,399,733 Shares KID BRANDS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2010 • Kid Brands, Inc • Miscellaneous manufacturing industries • New York
SUPPLEMENTAL BENEFITS AGREEMENT THIS AGREEMENT, made this 24th day of March, 1997, by and between RUSS BERRIE AND COMPANY. INC., a New Jersey corporation having its principal place of business at 111 Bauer Drive, Oakland, New Jersey 07436 (such...Supplemental Benefits Agreement • March 28th, 1997 • Russ Berrie & Co Inc • Dolls & stuffed toys • New Jersey
CREDIT AGREEMENT dated as of March 14, 2006 among KIDS LINE, LLC and SASSY, INC., as the Borrowers,Credit Agreement • April 19th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys
THIS CREDIT AGREEMENT dated as of March 14, 2006 (this “Agreement”) is entered into by and among KIDS LINE, LLC, a Delaware limited liability company (“Kids Line”), SASSY, INC., an Illinois corporation (“Sassy”), those Domestic Wholly-Owned Subsidiaries (as defined below) that are or, in accordance with Section 10.10 of this Agreement, may hereafter become parties hereto as “Borrowers” (Kids Line, Sassy and such Domestic Wholly-Owned Subsidiaries are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), those Domestic Subsidiaries that are or, in accordance with Section 10.10 of this Agreement, may hereafter become parties hereto as Guarantors (such Domestic Subsidiaries are sometimes referred to herein collectively as the “Guarantors” and individually as a “Guarantor”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”), LASALLE BANK NATIONAL
Introduction to Unaudited Pro Forma Combined Financial InformationAsset Purchase Agreement • January 14th, 2009 • Russ Berrie & Co Inc • Dolls & stuffed toys
On April 1, 2008, a newly-formed and indirect, wholly-owned Delaware subsidiary of the Company, LaJobi, Inc. (“LJ”), entered into an Asset Purchase Agreement (the “Asset Agreement”) with LaJobi Industries, Inc., a New Jersey corporation (“LaJobi”), and each of Lawrence Bivona and Joseph Bivona, for the purchase of substantially all of the assets used in the business of LaJobi and specified obligations. The transactions contemplated by the Asset Agreement (the “Asset Purchase”) were consummated as of April 2, 2008. Capitalized terms used but undefined herein shall have the meanings ascribed to them in the Asset Agreement, which is filed as Exhibit 2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended (the “2007 10-K”).
INDUSTRIAL LEASE FOR LA JOBI INDUSTRIES, INC. Premises: 257 Prospect Plains Road Cranbury, New JerseyAgreement of Lease • March 30th, 2012 • Kid Brands, Inc • Miscellaneous manufacturing industries
AGREEMENT OF LEASE (the “Lease”) made as of the 27th day of June, 2003 between KEYSTONE CRANBURY EAST, LLC, a Delaware limited liability company (the “Landlord”), and LA JOBI INDUSTRIES, INC., a New Jersey corporation (the “Tenant”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2008 among KIDS LINE, LLC SASSY, INC. I & J HOLDCO, INC., and LAJOBI, INC., as the Borrowers, TOGETHER WITH CERTAIN SUBSIDIARIES OF THE BORROWERS, as the Loan Parties THOSE FINANCIAL...Credit Agreement • April 8th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2008 (this “Agreement”) is entered into by and 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”), those other Domestic Wholly-Owned Subsidiaries (as defined below) that, in accordance with Section 10.10 of this Agreement, may hereafter become parties hereto as “Borrowers”, including without limitation, immediately upon the closing of the CoCaLo Acquisition (as defined herein), COCALO, INC., a California corporation (“CoCaLo”) (Kids Line, Sassy, LaJobi, I & J, following the CoCaLo Acquisition, CoCaLo, and such other Domestic Wholly-Owned Subsidiaries are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), those Domestic Subsidiaries that are or, in accordance with Section 10.10 of this Agreement, may hereafter
OFFICE LEASE AGREEMENT BETWEEN MEADOWS OFFICE, L.L.C. AS LANDLORD AND KID BRANDS, INC. AS TENANT DATED November 15, 2013Office Lease Agreement • April 15th, 2014 • Kid Brands, Inc • Miscellaneous manufacturing industries
This Basic Lease Information is attached to and incorporated by reference to an Office Lease Agreement between Landlord and Tenant, as defined below.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 8, 2011 among KID BRANDS, INC., KIDS LINE, LLC, SASSY, INC., I & J HOLDCO, INC., LAJOBI, INC., and COCALO, INC., as the Borrowers, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as...Credit Agreement • August 10th, 2011 • Kid Brands, Inc • Miscellaneous manufacturing industries • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 8, 2011, 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 (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
KID BRANDS, INC. STOCK APPRECIATION RIGHT AGREEMENT FOR NON-EMPLOYEE DIRECTORS Date of Grant: , 20Stock Appreciation Right Agreement • November 18th, 2013 • Kid Brands, Inc • Miscellaneous manufacturing industries • New Jersey
STOCK APPRECIATION RIGHT AGREEMENT (the “Agreement”), dated as of the date set forth above, between Kid Brands, Inc., a New Jersey corporation (the “Company”), and the Grantee whose name appears on the signature page hereof (the “Grantee”).
ASSET PURCHASE AGREEMENT by and among RBSACQ, INC. and SASSY, INC. and its SHAREHOLDERS Dated July 26, 2002Asset Purchase Agreement • August 8th, 2002 • Russ Berrie & Co Inc • Dolls & stuffed toys • Delaware
This Asset Purchase Agreement (“Agreement”) is dated July 26, 2002, by and among RBSACQ, Inc., a Delaware corporation (“Buyer”); Sassy, Inc., an Illinois corporation (“Seller”); Robert Kaplan, a resident of Wyoming (“Kaplan”); Fritz Hirsch, a resident of Illinois (“Hirsch”); Steve Rotblatt, a resident of Illinois (“Rotblatt”); and Homer Douglas, a resident of Michigan (“Douglas”) (Kaplan, Hirsch, Rotblatt and Douglas are referred to herein as “Shareholders”).
WAIVER, FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit Agreement • August 15th, 2012 • Kid Brands, Inc • Miscellaneous manufacturing industries • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 8, 2011, 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 (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2005 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 04, 2005 and is entered into by and among RUSS BERRIE AND COMPANY, INC., a New Jersey corporation (the “Company”), certain of its domestic subsidiaries (together with the Company being collectively, the “Borrowers”), the “Facility A Lenders” and the “Facility B Lenders” from time to time parties to the Credit Agreement referred to below, LASALLE BANK NATIONAL ASSOCIATION, in its capacity as “Issuing Bank” under the Credit Agreement, and LASALLE BUSINESS CREDIT, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for itself, the Facility A Lenders, the Facility B Lenders and the Issuing Bank.
WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 22nd, 2014 • Kid Brands, Inc • Miscellaneous manufacturing industries • New York
THIS WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 14, 2014 (this “Fifth Amendment”), is entered into by and among KID BRANDS, INC., a New Jersey corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 to the Credit Agreement referred to below (collectively, together with the Lead Borrower, the “Borrowers”), the Persons named on Schedule 1.02 to the Credit Agreement referred to below (collectively, the “Guarantors”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”).
SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 10th, 2011 • Kid Brands, Inc • Miscellaneous manufacturing industries
THIS SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of August 8, 2011 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 and such other designated subsidiary borrowers from time to time, the “Borrowers” and each a “Borrower”) and such other parties that may become Obligors hereunder after the date hereof (together with the Borrowers, individually an “Obligor”, and collectively the “Obligors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).
Ms. Renee Pepys Lowe Newport Beach, CA 92660 Dear Renee:Kid Brands, Inc • September 12th, 2012 • Miscellaneous manufacturing industries • California
We are pleased that you have agreed to perform services for Kids Line, LLC (the “Company”) as well as our affiliates CoCaLo, Inc. (“CoCaLo”) and Kid Brands, Inc. (“Parent”) subject to the terms set out in this letter agreement (the “Agreement”). Unless the context or specific reference clearly compels otherwise, all references to the Company shall also refer to Parent.
AGREEMENTStock Option Agreement • December 7th, 2007 • Russ Berrie & Co Inc • Dolls & stuffed toys • New Jersey
Agreement, dated as of December 4, 2007, between Russ Berrie and Company, Inc. (together with its successors and assigns, the “Company”) and Bruce Crain (the “Executive” and, together with the Company, the “Parties”).
September 22, 2003Russ Berrie & Co Inc • November 14th, 2003 • Dolls & stuffed toys
This Employment Agreement, effective as of February 11, 2003, amends and supercedes all previous employment agreements between Russ Berrie and Company, Inc. (the “Company”) and you (including, without limitation, the employment agreements dated January 29, 2001, December 4, 2001 and December 18, 2001, between the Company and you).
GUARANTYGuaranty • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
This GUARANTY (this “Guaranty”), dated as of December 23, 2008 is executed and delivered by each signatory hereto (each a “Guarantor” and, collectively, the “Guarantors”), in favor of Russ Berrie and Company, Inc., a New Jersey corporation (together with its successors and assigns, if any, “RB”), in light of the following:
CONSULTING AGREEMENTConsulting Agreement • November 18th, 2013 • Kid Brands, Inc • Miscellaneous manufacturing industries • New Jersey
This consulting agreement (this “Agreement”) is entered into this 15th day of August, 2013, by and between Marc S. Goldfarb (the “Consultant”) and Kid Brands, Inc. (the “Company”).
LIMITED RECOURSE GUARANTY AND COLLATERAL AGREEMENT dated as of March 14, 2006 among RUSS BERRIE AND COMPANY, INC., as the Company and LASALLE BUSINESS CREDIT, LLC, as Administrative Agent and ArrangerLimited Recourse Guaranty and Collateral Agreement • April 19th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys
This Limited Recourse Guaranty and Collateral Agreement dated as of March 14, 2006 (this “Agreement”) is entered into by and between Russ Berrie and Company, Inc. (the “Company”), in favor of LASALLE BUSINESS CREDIT, LLC, as the “Administrative Agent” for the “Issuing Bank” and the Lenders (as defined in the Credit Agreement).
