AMENDMENT TO PLEDGE AGREEMENT
AMENDMENT dated as of December 30, 1997 (this
"Amendment") to the Pledge Agreement dated as of February 17,
1995 (as in effect immediately prior to the date hereof, the
"Pledge Agreement") among DEPARTMENT 56, INC., a Delaware
corporation (the "Pledgor"), in favor of THE CHASE MANHATTAN BANK
(as successor to Chemical Bank), a New York banking corporation,
as agent for the Banks referred to below (in such capacity, the
"Agent").
W I T N E S S E T H :
WHEREAS, D 56, Inc. (the "Company"), certain lenders
(the "Banks") and co-agents (the "Co-Agents") and the Agent are
parties to the Amended and Restated Credit Agreement dated as of
February 17, 1995 (as amended, the "Credit Agreement"); and
WHEREAS, it is a condition precedent to the
effectiveness of the Third Amendment dated as of December 17,
1997 that the Pledge Agreement be amended as set forth herein in
order to include as Pledged Stock thereunder all of the shares of
capital stock of Department 56 Retail, Inc., a Minnesota
corporation, and Department 56 Sales, Inc., a Minnesota
corporation (collectively, the "New Pledged Subsidiaries"), each
of which is a wholly-owned subsidiary of the Pledgor;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties hereto agree
as follows:
1. Defined Terms. Unless otherwise defined herein,
capitalized terms used herein which are defined in the Credit
Agreement or the Pledge Agreement are used herein as so defined.
2. Amendments to Pledge Agreement. (a) All
references in the Pledge Agreement to the "Issuer" shall be
deemed to be a reference to each of FL 56 Intermediate Corp., a
Delaware corporation, and the New Pledged Subsidiaries;
(b) All references in the Pledge Agreement to the
"Pledged Stock" shall be deemed to be a reference to all of the
capital stock of each of FL 56 Intermediate Corp., a Delaware
corporation, and the New Pledged Subsidiaries;
(c) Schedule I to the Pledge Agreement is hereby
supplemented by adding thereto the information set forth on
Schedule I to this Amendment; and
(d) The address of each Issuer shall be the same
address as for the Company under the Credit Agreement.
3. Pledge of Capital Stock of Department 56 Retail,
Inc. and Department 56 Sales, Inc. Upon the effectiveness of
this Amendment, the Pledgor will deliver to the Agent, for the
ratable benefit of the Banks, all of the Pledgor's right, title
and interest in the capital stock of each of Department 56
Retail, Inc. and Department 56 Sales, Inc. and thereby transfer
and grant to the Agent, for the ratable benefit of the Banks, a
first security interest in all of the Pledgor's right, title and
interest in such capital stock, as collateral security for the
prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the
Guarantee Obligations. The Pledgor will execute and deliver
stock powers to the Agent with respect to such capital stock as
required by Section 3 of the Pledge Agreement.
4. No Other Amendments. Except as expressly amended
hereby, the Pledge Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
Without limitation of the foregoing, the security interest in the
Collateral created by the Pledge Agreement prior to the
effectiveness of this Amendment shall remain in full force and
effect having the same perfected status and priority, and this
Amendment shall not affect the perfection or priority of any such
security interest.
5. Counterparts. This Amendment may be executed by
the parties hereto in any number of separate counterparts and all
of such counterparts taken together shall be deemed to constitute
one and the same instrument.
6. Conditions to Effectiveness. This Amendment shall
become effective as of the date first written above when each of
the following conditions to effectiveness shall have been
satisfied:
(i) the Agent shall have received counterparts to this
Amendment, duly executed by the Pledgor and the Agent; and
(ii) the Agent shall have received the Acknowledgement
and Consent, attached to the Pledge Agreement, duly executed
by each of the New Pledged Subsidiaries.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the date set forth above.
DEPARTMENT 56, INC.
By: /s/ XXXXXXX X. XXXXXXX
Title: Vice President
THE CHASE MANHATTAN BANK, as Agent
By: /s/ XXXXXXXX XXXXXXXXX
Title: Authorized Signatory
Schedule I
INFORMATION ON NEW PLEDGED SUBSIDIARIES TO BE ADDED
TO SCHEDULE I OF THE PLEDGE AGREEMENT
Stock Percentage
Class of Certificate No. of of
Issuer Stock No. Shares Issued
Shares
Department 56 Common 1 100,000 100%
Retail, Inc.
Department 56 Common 5 100,000 100%
Sales, Inc.
