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:
SUBORDINATED SECURITY AGREEMENTSubordinated Security Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
This SUBORDINATED SECURITY AGREEMENT (this “Agreement”) is made this 23rd day of December, 2008, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually, “Grantor”), and RUSS BERRIE AND COMPANY, INC. (together with its successors and assigns, “Secured Party”).
PURCHASE AGREEMENT between RUSS BERRIE AND COMPANY, INC., and THE RUSS COMPANIES, INC. Dated as of December 23, 2008Purchase Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
This Purchase Agreement (“Agreement”) is dated December 23, 2008, by and between The Russ Companies, Inc., a Delaware corporation (“Buyer”), and Russ Berrie and Company, Inc., a New Jersey corporation (“Seller”).
LICENSE AGREEMENTLicense Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
THIS LICENSE AGREEMENT (the “Agreement”), dated December 23, 2008, is between RB Trademark Holdco, LLC, a Delaware limited liability company with a place of business at 111 Bauer Drive, Oakland, NJ 07436 (“Licensor”) and The Russ Companies, Inc., a Delaware corporation with a place of business at 111 Cloverleaf Drive, Winston-Salem, NC 27103 (“Licensee”).
TRANSITION SERVICES AGREEMENT by and between THE RUSS COMPANIES, INC. and RUSS BERRIE AND COMPANY, INC. Dated as of December 23, 2008Transition Services Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
This Transition Services Agreement (this “Agreement”), dated as of December 23, 2008, is entered into by and between Russ Berrie and Company, Inc., a New Jersey corporation (“Seller”), and The Russ Companies, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are referred to herein collectively as the “parties” and individually as a “party.”
ContractIntercreditor Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN APPLICABLE EXEMPTION FROM SUCH REQUIREMENTS.
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
This Intercreditor Agreement (this “Agreement”), dated as of December 23, 2008 is made by and among Russ Berrie and Company, Inc., a New Jersey corporation (the “Junior Lender”), Wells Fargo Bank, National Association (with its participants, successors and assigns, the “Senior Lender”), acting through its Wells Fargo Business Credit operating division, and The Russ Companies, Inc., a Delaware corporation (“Company”).
LICENSOR AGREEMENT Dated as of December 23, 2008Licensor Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York
To induce you, Wells Fargo Bank, National Association (with its successors and assigns, “Wells Fargo”), at any time or from time to time to make loans or extend financial accommodations to the Company (defined below), and in consideration thereof, RB Trademark Holdco, LLC, a Delaware limited liability company (the “Licensor”) and Wells Fargo hereby agree as follows:
STOCKHOLDERS AGREEMENT OF THE RUSS COMPANIES, INC. Dated as of December 23, 2008Stockholders Agreement • December 29th, 2008 • Russ Berrie & Co Inc • Dolls & stuffed toys • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into and shall be effective as of December 23, 2008 (the “Effective Date”), by and among The Russ Companies, Inc., a Delaware corporation (the “Company”), and those persons listed on Schedule A hereto as stockholders, as such Schedule may be amended from time to time (each a “Stockholder” and collectively, the “Stockholders”).
