EXHIBIT 10.2
WAIVER TO
TERM LOAN 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 Term Loan
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 “ Term Loan Lenders ”)
and the Administrative Agent are parties to that certain Term Loan
Credit Agreement, dated as of September 1, 2005, as amended by that
certain First Amendment thereto, dated as of January 23, 2006, by
that certain Second Amendment thereto, dated as of April 27, 2006,
and by that certain Waiver and Third 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 Term Loan 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 Term Loan 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 Revolving Credit Agreement shall have
waived the requirement to comply with the provisions of Section
6.08(d) of the Revolving Credit Agreement until the Waiver
Termination Date.
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4.
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Reference to and Effect Upon the
Credit Agreement and other Loan Documents.
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4.1. The
Credit Agreement and each other Loan Document shall remain in full
force and effect and each is hereby ratified and confirmed by
Borrowers and each other Loan Party. Without limiting the
foregoing, the Liens granted pursuant to the Security Documents
shall continue in full force and effect and the guaranties of each
of the Guarantors shall continue in full force and
effect.
4.2. The
effect of this Waiver shall be limited precisely as written and,
except as expressly set forth herein, shall not be deemed to be a
consent to any waiver of any term or condition or to any amendment
or modification of any term or condition of the Credit Agreement or
any other Loan Document.
4.3. Each
reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”
or any other word or words of similar import shall mean and be a
reference to the Credit Agreement as modified hereby, and each
reference in any other Loan Document to the Credit
Agreement
