EXHIBIT 10.1
WAIVER TO REVOLVING CREDIT
AGREEMENT
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 Revolving
Lenders party hereto and UBS AG, Stamford Branch, as administrative
agent (in such capacity, the “ Administrative Agent
”).
RECITALS
WHEREAS , Borrowers, the financial institutions party
thereto as lenders (the “ Revolving Lenders ”)
and the Administrative Agent are parties to that certain Revolving
Credit Agreement, dated as of September 1, 2005, as amended by that
certain First Amendment thereto, dated as of December 29, 2005, by
that certain Second Amendment thereto, dated as of January 23,
2006, by that certain Third Amendment thereto, dated as of April
27, 2006, and by that certain Waiver and Fourth Amendment thereto,
dated as of February 9, 2007 (as such agreement may be further
amended, modified or supplemented from time to time, the “
Credit Agreement ”);
WHEREAS , Administrative Agent and Revolving Lenders are
willing to consent to a waiver of the requirement to comply with
the provisions of Section 6.08(d) of the Credit Agreement, as and
to the extent set forth in this Waiver and subject to the terms and
conditions set forth herein;
WHEREAS , this document shall constitute a Loan Document
and these Recitals shall be construed as part of this
Waiver;
NOW THEREFORE
, in consideration of the premises
and the mutual covenants hereinafter contained, and for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Definitions . Except to the extent otherwise specified
herein, capitalized terms used in this Waiver shall have the same
meanings ascribed to them in the Credit Agreement.
2.
Waiver . Administrative Agent and Revolving Lenders hereby
waive the requirement to comply with the provisions of Section
6.08(d) of the Credit Agreement solely for the time period ending
on April 30, 2007 (the “ Waiver Termination Date
”). On the earlier of the Waiver Termination Date or the
occurrence of any other Event of Default under the Credit
Agreement, the foregoing waiver shall automatically terminate and
the Borrowers shall be required to comply with the provisions of
Section 6.08(d) of the Credit Agreement at all times
thereafter.
3.
Conditions Precedent to Effectiveness . The effectiveness of
this Waiver is subject to the satisfaction of each of the following
conditions precedent in a manner acceptable to Administrative
Agent:
3.1. Administrative
Agent’s receipt of counterparts of this Waiver, duly executed
by Borrowers, each of the other Loan Parties, the Administrative
Agent and Required Lenders.
3.2. The
required lenders under the Term Loan Agreement shall have waived
the requirement to comply
