AMENDMENT NO. 2
TO RIGHTS AGEEMENT
AMENDMENT NO. 2, dated as of February 25, 1999 (the "Amendment"), to the
Rights Agreement, dated as of April 23, 1997, as amended by the First Amendment
to the Rights Agreement, dated March 13, 1998 (the "Rights Agreement"), between
Department 56, Inc., a Delaware corporation (the "Company"), and Chasemellon
Shareholder Services, L.L.C., a New Jersey limited liability company, as Rights
Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are currently parties to the
Rights Agreement; and
WHEREAS, the Company and the Rights Agent wish to make certain changes to
the Rights Agreement to eliminate the delayed redemption provisions set forth
therein.
NOW THEREFORE, the Company and the Rights Agent hereby agree as follows:
1. AMENDMENTS TO THE RIGHTS AGREEMENT. The Rights Agreement shall be, and
hereby is, amended as provided below, effective as of the date of this
Amendment:
(a) The Defined Term Cross Reference Sheet is hereby amended by deleting
the terms "Transaction" and "Transaction Person", and the corresponding
cross references, therefrom.
(b) Section 1 of the Rights Agreement is hereby amended by deleting
paragraphs (q) and (r) therefrom and by redesignating paragraph (s) thereof
as paragraph (q).
(c) The definition of "Disinterested Directors" set forth in Section 1(h)
of the Rights Agreement is hereby amended by deleting the existing text of
clause (iii) thereof and by substituting in its place the following new
clause (iii):
"(iii) any Person who was directly or indirectly proposed or nominated as
a director of the Company by an Acquiring Person or by any Affiliate or
Associate of an Acquiring Person or by any representative of any of
them."
(d) Section 23(a)(ii)(x)(B) of the Rights Agreement is hereby amended by
deleting the final three words of such section (i.e., "a Transaction
Person") and by substituting in place of such three words the following:
"an Acquiring Person."
(e) Section 23(a) of the Rights Agreement is hereby further amended by
deleting clause (iii) of such section in its entirety.
(f) Section 27 of the Rights Agreement is hereby amended by deleting the
last sentence of such section in its entirety.
2. REPRESENTATIONS AND WARRANTIES. Each of the Company and the Rights Agent
represents and warrants that (i) the execution, delivery and performance of this
Amendment by such party have been duly authorized by all necessary corporate
action and (ii) this Amendment constitutes a valid and binding agreement of such
party.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
4. GOVERNING LAW. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
DEPARTMENT 56, INC.
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President -
Legal and Human Resources
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Assistant Vice President
