0001104659-03-027560 Sample Contracts

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:

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GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • December 1st, 2003 • Department 56 Inc • Pottery & related products • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 25, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of BANK ONE, NA, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of November 25, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DEPARTMENT 56, INC. (the “Borrower”), the Lenders and the Administrative Agent.

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