W I T N E S S E T H :Pledge Agreement • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
EXHIBIT 99.1 FIRST AMENDMENT, dated as of March 13, 1998 (the "AMENDMENT") to THE RIGHTS AGREEMENT, dated as of April 23, 1997 (as the same may be amended, supplemented or otherwise modified from time to time, the "RIGHTS Agreement"), between...Rights Agreement • March 16th, 1998 • Department 56 Inc • Pottery & related products • Delaware
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").
CREDIT AGREEMENT, dated as of March 19, 1999, among DEPARTMENT 56, INC., a Delaware corporation (the "BORROWER"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "LENDERS"), ABN AMRO BANK...Credit Agreement • April 2nd, 1999 • Department 56 Inc • Pottery & related products • New York
AMENDMENT NO. 2Rights Agreement • March 1st, 1999 • Department 56 Inc • Pottery & related products • Delaware
LEASE AGREEMENTLease Agreement • March 31st, 2000 • Department 56 Inc • Pottery & related products
AGREEMENT by and betweenStandstill Agreement • April 18th, 2007 • Lenox Group Inc • Pottery & related products • Delaware
DEPARTMENT 56, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent ---------------------------- Rights Agreement ---------------------------- Dated as of April 23, 1997 TABLE OF CONTENTS Page SECTION 1. Certain Definitions. 2 SECTION 2....Rights Agreement • April 24th, 1997 • Department 56 Inc • Pottery & related products • Delaware
W I T N E S S E T H :Credit Agreement • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
LENOX GROUP INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent RIGHTS AGREEMENT dated as of JANUARY 14, 2008Rights 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.
FIRST AMENDMENTCredit Agreement • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
As of November 23, 2008Term Loan Credit Agreement • November 26th, 2008 • Lenox Group Inc • Pottery & related products • New York
EXECUTION VERSION PLAN SUPPORT AGREEMENT PLAN SUPPORT AGREEMENT (this "AGREEMENT"), dated as of November 23, 2008, among (i) Lenox, Incorporated, a New Jersey corporation, D 56, Inc., a Minnesota corporation, and Lenox Retail, Inc., a Minnesota...Plan Support Agreement • November 26th, 2008 • Lenox Group Inc • Pottery & related products • New York
DEPARTMENT 56, INC. STOCK OPTION AGREEMENT FOR PERFORMANCE-VESTING OPTIONS UNDER THE XXXX STOCK {OPTION/INCENTIVE} PLANStock Option Agreement • March 30th, 2001 • Department 56 Inc • Pottery & related products
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 LenderCredit 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").
W I T N E S S E T H :Credit Agreement • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
FIRST AMENDMENT FIRST AMENDMENT dated as of January 27, 2000 (this "AMENDMENT") to the Credit Agreement dated as of March 19, 1999 (the "CREDIT AGREEMENT") among DEPARTMENT 56, INC., a Delaware corporation (the "BORROWER"), the several banks and other...Credit Agreement • March 31st, 2000 • Department 56 Inc • Pottery & related products • New York
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,Security 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, 2009Asset 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, 2009Asset 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”).
LENOX GROUP INC. (“LGI”) STOCK OPTION AGREEMENTStock Option Agreement • January 5th, 2006 • Lenox Group Inc • Pottery & related products • Delaware
GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 19, 1999, 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 THE CHASE MANHATTAN BANK, as...Guarantee and Collateral Agreement • April 2nd, 1999 • Department 56 Inc • Pottery & related products • New York
AMENDED AND RESTATED SECURITY AGREEMENT By D 56, INC., LENOX RETAIL, INC., and LENOX, INCORPORATED, as Borrowers, LENOX GROUP INC., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and UBS AG, STAMFORD BRANCH, as Administrative AgentSecurity Agreement • April 24th, 2007 • Lenox Group Inc • Pottery & related products • New York
AMENDED AND RESTATED SECURITY AGREEMENT dated as of April 20, 2007 (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”), 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 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 capacities, the “Pledgors,” and each, a “Pledgor”), in fa
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 14th, 2006 • Lenox Group Inc • Pottery & related products • Maryland
AGREEMENT OF SALEAgreement 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 LEASELease • 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, 2007Asset 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 AGREEMENTTerm 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 AGREEMENTWaiver to 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 PLANStock Option Agreement • March 31st, 2000 • Department 56 Inc • Pottery & related products
ContractLetter Agreement • January 31st, 2008 • Lenox Group Inc • 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 MillerConsulting Agreement • October 4th, 2005 • Department 56 Inc • Pottery & related products
INDUSTRIAL BUILDING LEASE (BOND-TYPE)Industrial Building Lease • January 3rd, 2007 • Lenox Group Inc • Pottery & related products • Maryland
• All mechanical and electrical systems shall be left in a safe condition that conforms to all codes applicable to Tenant and the Premises as of the termination of the Lease. Bare wires shall be clipped to the nearest junction box and dangerous installations shall be corrected to Landlord’s reasonable satisfaction.
