ARTICLE I. AMENDMENTS TO CREDIT AGREEMENTCredit Agreement • February 3rd, 2000 • Polyvision Corp • Pottery & related products
W I T N E S S E T H :Pledge Agreement • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • September 15th, 2000 • Mikasa Inc • Pottery & related products • Delaware
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").
Exhibit 10.38 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into as of November 20, 1998, between PolyVision Corporation, a New York corporation (the "Company"), and Michael H. Dunn (the "Executive"). W I T N...Employment Agreement • March 31st, 1999 • Polyvision Corp • Pottery & related products • New York
ALL OF THE STOCKHOLDERS OF A. LAWER CORPORATION STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 2nd, 1999 • Polyvision Corp • Pottery & related products • New York
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 AND SUPPLEMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • September 2nd, 1999 • Polyvision Corp • Pottery & related products
EXCHANGE AGREEMENTExchange Agreement • December 7th, 1998 • Polyvision Corp • Pottery & related products • New York
AMENDMENT NO. 2Rights Agreement • March 1st, 1999 • Department 56 Inc • Pottery & related products • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 13th, 2001 • Polyvision Corp • Pottery & related products • New York
1 JOINT FILING AGREEMENTJoint Filing Agreement • September 21st, 2000 • Jg Durand Industries Sa • Pottery & related products
LEASE AGREEMENTLease Agreement • March 31st, 2000 • Department 56 Inc • Pottery & related products
EXHIBIT 2.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT, is entered into as of September 10, 2000, among J. G. Durand Industries, S.A., a societe anonyme organized under the law of France ("Diamond"), Mountain Acquisition Corp., a Delaware corporation...Support Agreement • September 15th, 2000 • Mikasa Inc • Pottery & related products • Delaware
AGREEMENT by and betweenStandstill Agreement • April 18th, 2007 • Lenox Group Inc • Pottery & related products • Delaware
Exhibit 10.34 CREDIT FACILITY AGREEMENT _______________________________Credit Facility Agreement • December 7th, 1998 • Polyvision Corp • Pottery & related products
Exhibit 10.40 AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT is made and entered into as of November 20, 1998 (the "Amendment"), between POLYVISION COPRPORATION, a New York corporation (the "Company"), and JOSEPH A....Employment Agreement • March 31st, 1999 • Polyvision Corp • Pottery & related products • New York
andAsset Purchase Agreement • February 3rd, 2000 • Polyvision Corp • Pottery & related products • Georgia
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
Exhibit 10.39 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into as of November 20,1998, between PolyVision Corporation, a New York corporation (the "Company"), and Richard J. Still (the "Executive"). W I T N...Employment Agreement • March 31st, 1999 • Polyvision Corp • Pottery & related products • New York
W I T N E S S E T H :Credit Agreement • April 3rd, 1998 • Department 56 Inc • Pottery & related products • New York
ARTICLE ISeries C Preferred Stock Purchase Agreement • September 2nd, 1999 • Polyvision Corp • 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
Exhibit 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of...Schedule 13g Agreement • February 7th, 2003 • High Rock Capital LLC • Pottery & related products
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Department 56, Inc. and that this statement is filed on behalf of each of them.
RESTRICTED STOCK AGREEMENT THIS AGREEMENT, made as of the 16th day of May, 2007 (the "Grant Date"), between Lenox Group Inc., a Delaware corporation (the "Corporation"), and Conrad L. Bringsjord (the "Grantee"). WHEREAS, the Corporation has adopted...Restricted Stock Agreement • August 29th, 2007 • Clinton Group Inc • Pottery & related products • New York
STOCK PURCHASE AGREEMENT BY AND BETWEEN POLYVISION CORPORATION (THE "BUYER"), ALLIANCE INTERNATIONAL GROUP, INC. ("AIG") AND THE STOCKHOLDERS OF AIG (THE "SELLERS") ---------------- DATED AS OF SEPTEMBER 1, 1998Stock Purchase Agreement • December 7th, 1998 • Polyvision Corp • Pottery & related products • New York
andAsset Purchase Agreement • February 3rd, 2000 • Polyvision Corp • Pottery & related products • Georgia
As of November 23, 2008Term Loan Credit Agreement • November 26th, 2008 • Lenox Group Inc • Pottery & related products • New York
EXHIBIT 10.43 SECOND AMENDMENT TO FIRST AMENDED AND RESTATED MASTER CREDIT AGREEMENT This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED MASTER CREDIT AGREEMENT (the "Second Amendment") is made as of this 12th day of June, 1998 by and among...Master Credit Agreement • March 31st, 1999 • Polyvision Corp • Pottery & related products
EXHIBIT A AGREEMENT PURSUANT TO RULE 13D-1(F)(1) The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Department 56, Inc. at December...Joint Filing Agreement • February 9th, 1999 • Clover Capital Management Inc /Ny/ • Pottery & related products
The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Department 56, Inc. at December 31, 1998 and agree that this filing is filed on behalf of each of them.
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
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 29th, 2001 • Polyvision Corp • Pottery & related products • New York
