Department 56 Inc Sample Contracts

LEASE AGREEMENT
Lease Agreement • March 31st, 2000 • Department 56 Inc • Pottery & related products
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W I T N E S S E T H :
Pledge Agreement • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
As of November 23, 2008
Letter Agreement • November 26th, 2008 • Lenox Group Inc • Pottery & related products • New York
AMENDMENT NO. 2
Rights Agreement • March 1st, 1999 • Department 56 Inc • Pottery & related products • Delaware
AGREEMENT by and between
Agreement • April 18th, 2007 • Lenox Group Inc • Pottery & related products • Delaware
AGREEMENT FOR SHARE-DENOMINATED PERFORMANCE UNITS UNDER THE DEPARTMENT 56, INC. 199{7} STOCK INCENTIVE PLAN
Agreement • March 31st, 2000 • Department 56 Inc • Pottery & related products
W I T N E S S E T H :
Second Amendment • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
EXHIBIT 1 AGREEMENT dated as of February 6, 2003, by and among Donald A. Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois corporation ("Yacktman Asset Management") and The Yacktman Funds, Inc., a Maryland corporation (the "Yacktman...
Agreement • February 12th, 2003 • Department 56 Inc • Pottery & related products

AGREEMENT dated as of February 6, 2003, by and among Donald A. Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois corporation ("Yacktman Asset Management") and The Yacktman Funds, Inc., a Maryland corporation (the "Yacktman Funds").

LENOX GROUP INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent RIGHTS AGREEMENT dated as of JANUARY 14, 2008
Rights Agreement • January 14th, 2008 • Lenox Group Inc • Pottery & related products • Delaware

The Rights are not exercisable until the Distribution Date. The Rights will expire on January 14, 2011 (the “Final Expiration Date”) unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case as described below.

W I T N E S S E T H :
Third Amendment • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
SUBSIDIARIES GUARANTEE
Subsidiaries Guarantee • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
CREDIT AGREEMENT DATED AS OF NOVEMBER 25, 2003 AMONG DEPARTMENT 56, INC. THE LENDERS AND BANK ONE, NA as Administrative Agent, LC Issuer and Swing Line Lender
Credit Agreement • December 1st, 2003 • Department 56 Inc • Pottery & related products • New York

This Agreement, dated as of November 25, 2003, is among Department 56, Inc., the Lenders (as defined herein) and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as LC Issuer, as Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

Exhibit 10.5 GUARANTY OF LEASE WHEREAS, Ryan Companies US, Inc., a Minnesota corporation, as Landlord, has entered into a certain Lease Agreement dated April 14, 1999, between Landlord and D56, Inc., a Minnesota corporation, as Tenant (herein referred...
Guaranty of Lease • March 31st, 2000 • Department 56 Inc • Pottery & related products

WHEREAS, Ryan Companies US, Inc., a Minnesota corporation, as Landlord, has entered into a certain Lease Agreement dated April 14, 1999, between Landlord and D56, Inc., a Minnesota corporation, as Tenant (herein referred to as the "Lease").

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 20, 2007, among D 56, INC., LENOX RETAIL, INC., and LENOX, INCORPORATED, as Borrowers, LENOX GROUP INC., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO,...
Revolving Credit Agreement • April 24th, 2007 • Lenox Group Inc • Pottery & related products • New York

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of April 20, 2007, among D 56, INC., a Minnesota corporation (“D 56”), LENOX RETAIL, INC., a Minnesota corporation (“Lenox Retail”), LENOX, INCORPORATED, a New Jersey corporation (“Lenox” and, together with D 56 and Lenox Retail, “Borrowers” and each individually, a “Borrower”), LENOX GROUP INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders (as defined herein), UBS SECURITIES LLC, as sole arranger and co-syndication agent (in such respective capacities, “Arranger” and “Co-Syndication Agent”), JPMORGAN CHASE BANK, N.A., as collateral agent and co-syndication agent for the Secured Parties (as defined herein) (in such respective capacities, “Collateral Agent” and “Co-Syndication Agent”) and as issuing bank (in such capacity, “Issuing Bank”), WELLS FARGO FOOTHILL, L

SECURITY AGREEMENT By D 56, INC., DEPARTMENT 56 RETAIL, INC., TIME TO CELEBRATE, INC. and LENOX, INCORPORATED,
Control Agreement • September 6th, 2005 • Department 56 Inc • Pottery & related products • New York

SECURITY AGREEMENT dated as of September 1, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made among D 56, INC., a Minnesota corporation (“D 56”), DEPARTMENT 56 RETAIL, INC., a Minnesota corporation (“D 56 Retail”), TIME TO CELEBRATE, INC., a Minnesota corporation (“TTC”), LENOX, INCORPORATED, a New Jersey corporation (“Lenox” and, together with D 56, D 56 Retail and TTC, “Borrowers” and each individually, a “Borrower”), DEPARTMENT 56, INC., a Delaware corporation (“Holdings”), THE SUBSIDIARY GUARANTORS PARTY TO THE CREDIT AGREEMENT (and together with Holdings, the “Guarantors”) ANY ADDITIONAL BORROWERS OR GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Pledgors,”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors and the Additional Pledgors, in such capacities and together with any successors in such cap

ASSET PURCHASE AGREEMENT among LENOX GROUP INC., LENOX, INCORPORATED, LENOX WORLDWIDE, LLC, LENOX RETAIL, INC., LENOX SALES, INC., FL 56 INTERMEDIATE, CORP., D 56, INC. and UPSTAIRS ACQUISITION CORP. Dated as of February 14, 2009
Asset Purchase Agreement • February 20th, 2009 • Lenox Group Inc • Pottery & related products • New York

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 14, 2009, among Lenox Group Inc., a Delaware corporation (“LGI”), Lenox, Incorporated, a New Jersey corporation (“LI”), Lenox Worldwide, LLC, a Delaware limited liability company (“LW”), Lenox Retail, Inc., a Minnesota corporation (“LRI”), Lenox Sales, Inc., a Minnesota corporation (“LSI”), FL 56 Intermediate, Corp., a Delaware corporation (“FL”), D 56, Inc., a Minnesota corporation (“D56” and collectively with LGI, LI, LW, LRI, LSI and FL, the “Sellers”), and Upstairs Acquisition Corp., a Delaware corporation (the “Purchaser”).

Execution Copy ASSET PURCHASE AGREEMENT among LENOX GROUP INC., LENOX, INCORPORATED, LENOX WORLDWIDE, LLC, LENOX RETAIL, INC., LENOX SALES, INC., FL 56 INTERMEDIATE, CORP., D 56, INC. and LDG-DELAWARE OPCO, INC. Dated as of February 28, 2009
Asset Purchase Agreement • March 19th, 2009 • Lenox Group Inc • Pottery & related products • New York

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2009, among Lenox Group Inc., a Delaware corporation (“LGI”), Lenox, Incorporated, a New Jersey corporation (“LI”), Lenox Worldwide, LLC, a Delaware limited liability company (“LW”), Lenox Retail, Inc., a Minnesota corporation (“LRI”), Lenox Sales, Inc., a Minnesota corporation (“LSI”), FL 56 Intermediate, Corp., a Delaware corporation (“FL”), D 56, Inc., a Minnesota corporation (“D56” and collectively with LGI, LI, LW, LRI, LSI and FL, the “Sellers”), and LDG-Delaware Opco, Inc., a Delaware corporation (the “Purchaser”).

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LENOX GROUP INC. (“LGI”) STOCK OPTION AGREEMENT
Lenox Group Inc • January 5th, 2006 • Pottery & related products • Delaware
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 14th, 2006 • Lenox Group Inc • Pottery & related products • Maryland
AGREEMENT OF SALE
Agreement of Sale • January 6th, 2006 • Lenox Group Inc • Pottery & related products • Pennsylvania

THIS AGREEMENT OF SALE (this “Agreement”) is made the 30th day of December, 2005 (the “Effective Date”), by and between LENOX, INCORPORATED, a New Jersey corporation (“Seller”), party of the first part, and PREI WHEELER WAY ASSOCIATES, LP, A Pennsylvania limited partnership, with its principal office located at c/o Preferred Real Estate Investments, Inc., 1001 E. Hector Street, Suite 100, Conshohocken, PA 19428 (“Buyer”), party of the second part.

SECOND AMENDMENT TO LEASE
Lease • March 17th, 2005 • Department 56 Inc • Pottery & related products

WHEREAS, Ryan Companies US, Inc. (“Ryan”), the predecessor in interest to Landlord, and Tenant have entered into a Lease dated April 14, 1999 (Lease), whereby Landlord has leased to Tenant certain Premises located at Wilfred Lane North and Commerce Boulevard in the City of Rogers, County of Hennepin, State of Minnesota, consisting of the Premises, as such Premises are defined in the Lease; and

ASSET PURCHASE AGREEMENT by and among LENOX GROUP INC., LENOX, INCORPORATED and LIFETIME BRANDS, INC. DATED: July 19, 2007
Asset Purchase Agreement • July 24th, 2007 • Lenox Group Inc • Pottery & related products • New York

This ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of July 19, 2007, by and among Lenox Group, Inc., a Delaware corporation (“Parent”), Lenox, Incorporated, a New Jersey corporation (“Seller”), and Lifetime Brands, Inc., a Delaware corporation (“Buyer”).

WAIVER AND THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • February 14th, 2007 • Lenox Group Inc • Pottery & related products • New York

This Waiver and Third Amendment, dated as of February 9, 2007 (this “Waiver and Amendment”), is executed and delivered by D 56, INC., a Minnesota corporation (“D 56”), LENOX RETAIL, INC., a Minnesota corporation (“Lenox Retail”), LENOX, INCORPORATED, a New Jersey corporation (“Lenox” and, together with D 56 and Lenox Retail, “Borrowers” and each individually, a “Borrower”), the Term Loan Lenders party hereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”).

WAIVER TO TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • April 5th, 2007 • Lenox Group Inc • Pottery & related products • New York

This Waiver, dated as of April 3, 2007 (this “Waiver”), is executed and delivered by D 56, INC., a Minnesota corporation (“D 56”), LENOX RETAIL, INC., a Minnesota corporation (“Lenox Retail”), LENOX, INCORPORATED, a New Jersey corporation (“Lenox” and, together with D 56 and Lenox Retail, “Borrowers” and each individually, a “Borrower”), the Term Loan Lenders party hereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”).

DEPARTMENT 56, INC. STOCK OPTION AGREEMENT FOR OPTIONS UNDER THE 199{7} STOCK INCENTIVE PLAN
Department 56 Inc • March 31st, 2000 • Pottery & related products
Contract
Lenox Group Inc • January 31st, 2008 • Pottery & related products

AMENDMENT No. 1, dated as of January __, 2008, to letter agreement dated as of November 9, 2007 (the “Letter Agreement”) between Lenox Group Inc., with its principal office at One Village Place, 6436 City West Parkway, Eden Prairie, MN 55344 (“LGI” or the “Company”) and Fred Spivak, residing at 95 Mirnosa Drive, Roslyn, New York 11576.

September 26, 2005 Ms. Linda Miller
Department 56 Inc • October 4th, 2005 • Pottery & related products
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