GUARANTY AND COLLATERAL AGREEMENTGuaranty and Collateral Agreement • July 5th, 2005 • Russ Berrie & Co Inc • Dolls & stuffed toys
This Guaranty and Collateral Agreement dated as of June 28, 2005 (this “Agreement”) is entered into among RUSS BERRIE AND COMPANY, INC. (the “Company” and, together with certain of its subsidiaries that are parties hereto in accordance with the Credit Agreement (as hereinafter defined), the “Borrowers”, 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 Facility A Lenders (as defined in the Credit Agreement referred to below), the Facility B Lenders (as defined in the Credit Agreement).
ContractGuaranty Agreement • July 5th, 2005 • 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 JUNE 28, 2005 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 AGREEMENTCredit Agreement • July 5th, 2005 • Russ Berrie & Co Inc • Dolls & stuffed toys
THIS CREDIT AGREEMENT dated as of June 28, 2005 (this “Agreement”) is entered into by and among Russ Berrie and Company, Inc. (the “Company”), 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” (the Company and such Domestic Wholly-Owned Subsidiaries 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 Facility A Lenders (together with their respective successors and assigns, each being a “Facility A Lender” and collectively, the “Facility A Lenders”), the financial institutions that are or may from time to time become parties hereto as Facility B Lenders (together with their respective successors and assigns, each being a “Facility B Lender” and collectively, the “Facility B Lenders”), LASALLE BANK NATIONAL ASSOCIATION, in its capa
CREDIT AGREEMENTCredit Agreement • July 5th, 2005 • Russ Berrie & Co Inc • Dolls & stuffed toys
THIS CREDIT AGREEMENT dated as of June 28, 2005 (this “Agreement”) is entered into among AMRAM’S DISTRIBUTING LTD. (the “Borrower”), RUSS BERRIE AND COMPANY, INC. (the “Company”), the financial institutions that are or may from time to time become parties hereto as Lenders (together with their respective successors and assigns, each being a “Lender” and collectively, the “Lenders”), LASALLE BUSINESS CREDIT, a division of ABN AMRO BANK N.V., CANADA BRANCH, in its capacity as “Issuing Bank” hereunder, and LASALLE BUSINESS CREDIT, a division of ABN AMRO BANK N.V., CANADA BRANCH, (in its individual capacity, “LaSalle”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and the Issuing Bank.
