0001104659-04-040929 Sample Contracts

FINANCING AGREEMENT
Financing 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

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SECURITY AGREEMENT
Security Agreement • December 22nd, 2004 • Russ Berrie & Co Inc • Dolls & stuffed toys • New York

This SECURITY AGREEMENT (this “Agreement”) is made this 15th day of December, 2004, 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 ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), in its capacity as collateral agent for the below-defined Lender Group (together with its successors and assigns, “Collateral Agent”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of December 15, 2004 Among KIDS LINE, LLC, RUSS BERRIE AND COMPANY, INC. and THE VARIOUS SELLERS PARTY HERETO
Membership Interest Purchase Agreement • December 22nd, 2004 • Russ Berrie & Co Inc • Dolls & stuffed toys • Delaware
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