FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT AND AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT

Exhibit 4.27

FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT AND
AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT AND AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “ Amendment ”) is made as of March 20, 2009, and entered into by 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 ”), COCALO, INC., a California corporation (“ CoCaLo ” and together with Kids Line, Sassy, LaJobi and I & J collectively, the “ Grantors ”), RUSS BERRIE AND COMPANY, INC., a New Jersey corporation (in its individual capacity, the “ Parent ”) and BANK OF AMERICA, N.A., as successor by merger to LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, together with its successors and assigns, “ Bank of America ”), as administrative agent (in such capacity, together with its successors and assigns, the “ Administrative Agent ”) for the Lenders (as defined below) party to the Credit Agreement defined below.

RECITALS

WHEREAS, the Grantors, as Borrowers, Parent, as the Loan Party Representative (in such capacity, the “ Loan Party Representative ”), the financial institutions parties to the Credit Agreement as lenders (together with their respective successors and assigns, the “ Lenders ”), and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of April 2, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

WHEREAS, Grantors have entered into that certain Amended and Restated Guaranty and Collateral Agreement dated as of April 2, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty and Collateral Agreement ”).

WHEREAS, Parent and Administrative Agent have entered into that certain Amended and Restated Pledge Agreement dated as of April 2, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “ Pledge Agreement ”). Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Credit Agreement, the Guaranty and Collateral Agreement and the Pledge Agreement, as applicable.

WHEREAS, as of the date hereof, Parent shall become a Guarantor, and thus a Loan Party, under the Credit Agreement, and a Guarantor and Grantor under the Guaranty and Collateral Agreement, pursuant to that certain Joinder to Credit Agreement and Guaranty and Collateral Agreement dated as of the date hereof among Parent, as a Guarantor, Grantor, and Loan Party Representative, and Administrative Agent (the “ Joinder Agreement ”).

WHEREAS, in connection with the Joinder Agreement, as of the date hereof, the Loan Parties, the Loan Party Representative, the Required Lenders and the Administrative Agent are entering into that certain Second Amendment to the Credit Agreement (the “ Second Amendment to Credit Agreement ”), pursuant to which certain obligations of Parent set forth in the Pledge Agreement shall be set forth in the Credit Agreement and certain other amendments to the Credit Agreement shall be made.

WHEREAS, Parent requested that the Administrative Agent amend certain provisions of the Pledge Agreement and the Guaranty and Collateral Agreement, all on the terms and subject to the conditions of this Amendment.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

ARTICLE I
AMENDMENTS TO PLEDGE AGREEMENT

Subject to the terms and conditions set forth in Article IV of this Amendment, the Pledge Agreement is hereby amended as follows:

1.1 Section 1 (Definitions) is hereby amended to delete the following definitions in their entirety:

“ Graco Guaranty ” means that certain Guaranty and Indemnification to License Agreement between Graco Children’s Products Inc. and LaJobi Industries Inc. dated as of March 26, 2008, as amended, supplemented or otherwise modified from time to time.

“ Graco Indemnification ” means the indemnification by Parent of Graco, its affiliates, and their officers, directors, employees and agents, successors and assigns set forth in Section 1 of the Graco Guaranty.

“ Graco License Agreement ” means that certain Trademark License Agreement dated May 8, 2006 between Graco Children’s Products Inc. and LaJobi, as amended by Addendum #1 thereto dated February 6, 2008, as amended, supplemented or otherwise modified from time to time.

“ Russ Berrie B Entities ” means the collective reference to the “Borrowers” (as defined in the Russ Berrie B Entity Credit Agreement), and any other entity that becomes a party to the Russ Berrie B Credit Agreement as a “Borrower” after March 14, 2006.

“ Russ Berrie B Entity Credit Agreement ” means that certain Credit Agreement dated as of March 14, 2006 by and among the Russ Berrie B Entities, the financial institutions from time to time parties thereto as lenders and LBC, as amended, restated, supplemented or otherwise modified from time to time.

“ Russ Berrie B Entity Pledge Agreement ” means that certain Pledge Agreement dated as of March 14, 2006 by the Parent in favor of LBC, as amended, restated, supplemented or otherwise modified from time to time.

1.2 Section 1 (Definitions) is hereby further amended to add the following definition in appropriate alphabetical order:

“ IP Sub ” means RB Trademark Holdco, LLC, a Delaware limited liability company.

“ IP Sub Operating Agreement ” means the Limited Liability Company Agreement of IP Sub, dated as of December 23, 2008, by Russ Berrie US Gift, Inc., as amended, restated or otherwise modified from time to time.

“ Russ Companies ” means The Russ Companies, Inc., a Delaware corporation.

“ Second Amendment Effective Date ” means March 20, 2009.

“ Stockholder’s Agreement ” means the Stockholders Agreement of Russ Companies, dated as of December 23, 2008, by and among Russ Companies and the stockholders from time to time party thereto, as amended, restated or otherwise modified from time to time.

1.3 Section 1 (Definitions) is hereby further amended to replace the definition of Pledged Entity in its entirety with the following:

“ Pledged Entity ” means each of the Persons in which the Parent now or hereafter owns any Equity Interest and any successors thereto, whether by merger or otherwise; provided that in no event shall Russ Companies be required to become a Pledged Entity hereunder so long as (i) the Stockholder’s Agreement prohibits the pledge by the Parent to the Administrative Agent of the Parent’s Equity Interests in Russ Companies without the prior written consent of the other shareholders and (ii) Russ Companies is not a Subsidiary (as defined in the Credit Agreement).

1.4 Clauses (a), (e), (f), (m) and (n) of Section 6 (Representations and Warranties) are hereby replaced in their entirety with the following, respectively:

(a) [Reserved].

(e) This Agreement is effective to create a valid and continuing lien on and, upon (i) the filing of appropriate financing statements in the jurisdictions listed on Schedule A, Part 2 hereto with respect to the Pledged Interests of Kids Line and IP Sub and payment of all necessary filing fees and (ii) the delivery to the Administrative Agent of the certificates representing the Pledged Interests (other than with respect to Kids Line and IP Sub), a perfected, first-priority security interest in the Pledged Collateral and the proceeds thereof in favor of the Administrative Agent, for the benefit of itself and the Lender, and no further actions are necessary to achieve such perfection;

(f) Schedule A to this Agreement sets forth as of the Second Amendment Effective Date all of the issued and outstanding Equity Interests held by the Parent in the Loan Parties under the terms of the Credit Agreement, and is true and correct and complete in all respects as of the Second Amendment Effective Date; without limiting the generality of the foregoing: (i) except as set forth in Schedule A, all the Pledged Interests are in certificated form, and, except to the extent registered in the name of the Administrative Agent or its nominee pursuant to the provisions of this Agreement, are registered in the name of the Parent; and (ii) the Pledged Interests as to each of the Pledged Entities constitute at least the percentage of all the fully diluted issued and outstanding Equity Interests of such Pledged Entity as set forth in Schedule A to this Agreement;

(m) There are no existing options, warrants or calls relating to the Pledged Interests; other than as set forth in this Agreement, there are no commitments of any character whatsoever relating to the Pledged Interests; and other than the Operating Agreement and the IP Sub Operating Agreement, the Parent is not subject to any member agreement, voting agreement or any other agreement in respect of the rights of members of any Pledged Entity; and

(n) No consent, approval, authorization or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (other than any consent, approval, authorization, order or other action, notice or filing which has been obtained and is in full force and effect, except such as would not have and reasonably could not be expected to have a Material Adverse Effect) (i) for the pledge by the Parent of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Parent, or (ii) for the exercise by the Administrative Agent of the voting and other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (including any exercise by the Administrative Agent of the rights of a member of Kids Line or IP Sub pursuant to this Agreement), except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

1.5 Section 9 (Affirmative Covenants of the Parent) and Section 10 (Negative Covenants of the Parent) are hereby replaced in their entirety with the following:

Section 9. Affirmative Covenants of the Parent . Until the Secured Obligations are Paid in Full, the Parent shall:

(a) Promptly following receipt thereof, deliver to the Administrative Agent, whereupon the Administrative Agent shall deliver copies thereof to the Lenders, copies of any material notice, report, or other communication from any Pledged Entity relating to all or any part of the Pledged Collateral.

(b) At all times keep at least one complete set of its records concerning substantially all of the Pledged Collateral at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the