GUARANTY AND COLLATERAL AGREEMENT dated as of March 14, 2006 among RUSS BERRIE U.S. GIFT, INC., RUSS BERRIE & CO. (WEST), INC., RUSS BERRIE AND COMPANY PROPERTIES, INC., RUSSPLUS, INC., and RUSS BERRIE AND COMPANY INVESTMENTS, INC. and LASALLE...Guaranty and Collateral Agreement • April 19th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys
This Guaranty and Collateral Agreement dated as of March 14, 2006 (this “Agreement”) is entered into among Russ Berrie U.S. Gift, Inc. (“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 referred to herein collectively as, the “Borrowers”, and together with any other person that becomes a party hereto as provided herein being, collectively, the “Grantors”), in favor of LASALLE BUSINESS CREDIT, LLC, as the “Administrative Agent” for the “Issuing Bank” and the Lenders (as defined in the Credit Agreement).
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”)
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
CREDIT AGREEMENT dated as of March 14, 2006 amongCredit 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 Russ Berrie and Company, Inc. (the “Company”), 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”), the financial institutions that are or may from time to time become parties hereto as “Lenders” (and each being a “Lender”), LASALLE BANK NATIONAL ASSOCIATION, in its capacity as “Issuing Bank” hereunder, LASALLE BUSINESS CREDIT, LLC (in its individual capacity, “LaSalle”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
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).
CALIFORNIA KL HOLDINGS, INC. 2601 SEQUOIA DRIVE SOUTH GATE, CA 90280 March 14, 2006Subordination Agreement • April 19th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
Reference is hereby made to that certain Membership Interest Purchase Agreement dated as of December 15, 2004 (“Acquisition Agreement”) by and among Russ Berrie and Company Inc. (“Company”), Kids Line, LLC (“KL”), the Sellers identified therein and the Unitholders Representatives. Capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Acquisition Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 19th, 2006 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 11, 2006 and is entered into by and among Russ Berrie and Company, Inc. (the “Company”), 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, together with the Company, being the “Credit Parties”), the financial institutions that are or may from time to time become parties hereto as “Lenders” (and each being a “Lender”), LASALLE BANK NATIONAL ASSOCIATION, in its capacity as “Issuing Bank,” and LASALLE BUSINESS CREDIT, LLC (in its individual capacity, “LaSalle”), as administrative agent (in such capacity, the “Administrati
