0000897101-07-000371 Sample Contracts

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”).

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WAIVER AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Waiver and Fourth • February 14th, 2007 • Lenox Group Inc • Pottery & related products • New York

This Waiver and Fourth 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 Revolving Lenders party hereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”).

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