<PAGE>

              GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 19, 1999,
made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the "GRANTORS"), in favor of THE CHASE
MANHATTAN BANK, as Administrative Agent (in such capacity, the "ADMINISTRATIVE
AGENT") for the banks and other financial institutions (the "LENDERS") from time
to time parties to the Credit Agreement, dated as of March 19, 1999 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among DEPARTMENT 56, INC. (the "BORROWER"), the Lenders and the Administrative
Agent.



                              W I T N E S S E T H :

              WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein;

              WHEREAS, the Borrower is a member of an affiliated group of
companies that includes each other Grantor;

              WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Borrower to make valuable transfers
to one or more of the other Grantors in connection with the operation of their
respective businesses;

              WHEREAS, the Borrower and the other Grantors are engaged in
related businesses, and each Grantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement;
and

              WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrower under the
Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Administrative Agent for the ratable benefit of the Lenders;

              NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Borrower
thereunder, each Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lenders, as follows:

                            SECTION 1. DEFINED TERMS

              1.1 DEFINITIONS. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement, and 

<PAGE>

the following terms are used herein as defined in the New York UCC: Accounts, 
Certificated Security, Chattel Paper, Documents, Equipment, Farm Products, 
Instruments, Inventory, Investment Property and General Intangibles.

              (b) The following terms shall have the following meanings:

              "AGREEMENT": this Guarantee and Collateral Agreement, as the same
may be amended, supplemented or otherwise modified from time to time.

              "BORROWER OBLIGATIONS": the collective reference to the unpaid
principal of and interest on the Loans and Reimbursement Obligations and all
other obligations and liabilities of the Borrower (including, without
limitation, interest accruing at the then applicable rate provided in the Credit
Agreement after the maturity of the Loans and Reimbursement Obligations and
interest accruing at the then applicable rate provided in the Credit Agreement
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Borrower, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding) to the Administrative Agent or any Lender (or, in the case of any
Hedge Agreement, any Affiliate of any Lender), whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the Credit
Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any
Acceptance, any Hedge Agreement or any other document made, delivered or given
in connection with any of the foregoing, in each case whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all reasonable and
documented fees and disbursements of counsel to the Administrative Agent or to
the Lenders that are required to be paid by the Borrower pursuant to the terms
of any of the foregoing agreements).

              "COLLATERAL": as defined in Section 3.

              "COLLATERAL ACCOUNT": any collateral account established by the
Administrative Agent as provided in Section 6.2.

              "FOREIGN SUBSIDIARY": any Subsidiary organized under the laws of
any jurisdiction outside the United States of America.

              "FOREIGN SUBSIDIARY VOTING STOCK": the voting Capital Stock of any
Foreign Subsidiary.

              "GUARANTOR OBLIGATIONS": with respect to any Guarantor, all
obligations and liabilities of such Guarantor which may arise under or in
connection with this Agreement (including, without limitation, Section 2) or any
other Loan Document to which such Guarantor is a party, in each case whether on
account of guarantee obligations, 

<PAGE>

reimbursement obligations, fees, indemnities, costs, expenses or otherwise 
(including, without limitation, all reasonable and documented fees and 
disbursements of counsel to the Administrative Agent or to the Lenders that 
are required to be paid by such Guarantor pursuant to the terms of this 
Agreement or any other Loan Document).

              "GUARANTORS": the collective reference to each Grantor other than
the Borrower.

              "ISSUERS": the collective reference to each issuer of any Pledged
Stock.

              "NEW YORK UCC": the Uniform Commercial Code as from time to time
in effect in the State of New York.

              "OBLIGATIONS": (i) in the case of the Borrower, the Borrower
Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

              "PLEDGED STOCK": the shares of Capital Stock listed on SCHEDULE 2,
together with any other shares, stock certificates, options or rights of any
nature whatsoever in respect of the Capital Stock of any Person that may be
issued or granted to, or held by, any Grantor while this Agreement is in effect
including, without limitation, any Investment Property and/or General
Intangibles comprising or arising out of any of the foregoing; provided that in
no event shall Foreign Subsidiary Voting Stock with more than 66% of the total
combined voting power of all classes of stock entitled to vote of any Foreign
Subsidiary be required to be pledged hereunder.

              "PROCEEDS": all "proceeds" as such term is defined in Section
9-306(1) of the New York UCC and, in any event, shall include, without
limitation, all dividends or other income from the Pledged Stock, collections
thereon or distributions or payments with respect thereto.

              "SECURITIES ACT": the Securities Act of 1933, as amended.

              1.2 OTHER DEFINITIONAL PROVISIONS. (a) The words "hereof,"
"herein", "hereto" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section and Schedule references are to this
Agreement unless otherwise specified.

              (b) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

              (c) Where the context requires, terms relating to the Collateral
or any part thereof, when used in relation to a Grantor, shall refer to such
Grantor's Collateral or the relevant part thereof.


<PAGE>

                              SECTION 2. GUARANTEE

              2.1 GUARANTEE. (a) Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Administrative
Agent, for the ratable benefit of the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations.

              (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

              (c) Each Guarantor agrees that the Borrower Obligations may at any
time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this Section 2 or
affecting the rights and remedies of the Administrative Agent or any Lender
hereunder.

              (d) The guarantee contained in this Section 2 shall remain in full
force and effect until all the Borrower Obligations and the obligations of each
Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full, no Letter of Credit or Acceptance Obligation shall
be outstanding and the Commitments shall be terminated, notwithstanding that
from time to time during the term of the Credit Agreement the Borrower may be
free from any Borrower Obligations; PROVIDED, HOWEVER, that any Guarantor shall
be released from its obligations hereunder if such Guarantor pursuant to a
transaction permitted under the Credit Agreement, ceases to be a Subsidiary of
the Borrower.

              (e) No payment made by the Borrower, any of the Guarantors, any
other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Borrower Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment
received or collected from such Guarantor in respect of the Borrower
Obligations), remain liable for the Borrower Obligations up to the maximum
liability of such Guarantor hereunder until the Borrower Obligations are paid in
full, no Letter of Credit or Acceptance Obligation shall be outstanding and the
Commitments are terminated.

              2.2 RIGHT OF CONTRIBUTION. Each Guarantor hereby agrees that to
the extent that a Guarantor shall have paid more than its proportionate share of
any payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid
its proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 2.3. The 

<PAGE>

provisions of this Section 2.2 shall in no respect limit the obligations and 
liabilities of any Guarantor to the Administrative Agent and the Lenders, and 
each Guarantor shall remain liable to the Administrative Agent and the 
Lenders for the full amount guaranteed by such Guarantor hereunder.

              2.3 NO SUBROGATION. Notwithstanding any payment made by any
Guarantor hereunder or any set-off or application of funds of any Guarantor by
the Administrative Agent or any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Borrower or any other Guarantor or any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Borrower Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Borrower Obligations are paid in full, no Letter of Credit or
Acceptance Obligation shall be outstanding and the Commitments are terminated.
If any amount shall be paid to any Guarantor on account of such subrogation
rights at any time when all of the Borrower Obligations shall not have been paid
in full, such amount shall be held by such Guarantor in trust for the
Administrative Agent and the Lenders, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Administrative Agent in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Administrative Agent, if required), to be
applied against the Borrower Obligations, whether matured or unmatured, in such
order as the Administrative Agent may determine.

              2.4 AMENDMENTS, ETC. with respect to the Borrower Obligations.
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender and any of the Borrower Obligations
continued, and the Borrower Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and the
Credit Agreement and the other Loan Documents and any other documents executed
and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or all Lenders, as the case may be) may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the Borrower
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Borrower Obligations or for the guarantee contained in this Section 2 or any
property subject thereto.
<PAGE>

              2.5 GUARANTEE ABSOLUTE AND UNCONDITIONAL. Each Guarantor waives
any and all notice of the creation, renewal, extension or accrual of any of the
Borrower Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon the guarantee contained in this Section 2 or acceptance
of the guarantee contained in this Section 2; the Borrower Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 2; and all dealings between the Borrower and
any of the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in this Section 2.
Each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower or any of the Guarantors
with respect to the Borrower Obligations. Each Guarantor understands and agrees
that the guarantee contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of the Credit Agreement or any other Loan
Document, any of the Borrower Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower or any other Person against the Administrative Agent or any Lender, or
(c) any other circumstance whatsoever (with or without notice to or knowledge of
the Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Borrower
Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against any Guarantor, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on or otherwise pursue such rights and remedies as it may
have against the Borrower, any other Guarantor or any other Person or against
any collateral security or guarantee for the Borrower Obligations or any right
of offset with respect thereto, and any failure by the Administrative Agent or
any Lender to make any such demand, to pursue such other rights or remedies or
to collect any payments from the Borrower, any other Guarantor or any other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of the Borrower, any other
Guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Administrative Agent or
any Lender against any Guarantor. For the purposes hereof "demand" shall include
the commencement and continuance of any legal proceedings.

              2.6 REINSTATEMENT. The guarantee contained in this Section 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any Lender
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any 

<PAGE>


Guarantor or any substantial part of its property, or otherwise, all as 
though such payments had not been made.

              2.7 PAYMENTS. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent located at 270
Park Avenue, New York, New York 10017.


                      SECTION 3. GRANT OF SECURITY INTEREST

              Each Grantor hereby assigns and transfers to the Administrative
Agent, and hereby grants to the Administrative Agent, for the ratable benefit of
the Lenders, a security interest in, all Pledged Stock and Proceeds thereof now
owned or at any time hereafter acquired by such Grantor or in which such Grantor
now has or at any time in the future may acquire any right, title or interest
(collectively, the "COLLATERAL"), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor's Obligations.


                    SECTION 4. REPRESENTATIONS AND WARRANTIES

              To induce the Administrative Agent and the Lenders to enter into
the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby represents
and warrants to the Administrative Agent and each Lender that:

              4.1 TITLE; NO OTHER LIENS. Except for the security interest
granted to the Administrative Agent for the ratable benefit of the Lenders
pursuant to this Agreement and the other Liens permitted to exist on the
Collateral by the Credit Agreement, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as have
been filed in favor of the Administrative Agent, for the ratable benefit of the
Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

              4.2 PERFECTED FIRST PRIORITY LIENS. At all times during any
Negative Security Period, (a) in the case of the Pledged Stock described in this
Agreement, (i) referred to on Schedule 2 of this Agreement and (ii) any items
that become Pledged Stock after the Closing Date that constitute Certificated
Securities (as defined in the New York UCC) when stock certificates representing
such Pledged Stock are delivered to the Administrative Agent, this Agreement
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Collateral and the proceeds
thereof, as security for the Obligations, in each case prior and superior in
right to any other Person (except, in the case of Collateral other than Pledged
Stock, Liens permitted by Section 7.3 of the Credit Agreement, and 

<PAGE>

subject, in the case of Proceeds, to the applicable limitations under Section 
9-306 of the New York UCC). In the case of the Pledged Stock of Department 56 
Minnesota, LLC, and any items that become Pledged Stock after the Closing 
Date that will constitute General Intangibles (as defined in the New York 
UCC) when financing statements specified on Schedule 3 in appropriate form 
are filed in the offices specified on Schedule 3, this Agreement shall 
constitute a fully perfected Lien on, and security interest in, all right, 
title and interest of the Loan Parties in such Collateral and the Proceeds 
thereof, as security for the Obligations, in each case prior and superior in 
any right to any other Person (except, in the case of Collateral other than 
Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement, and 
subject, in the case of Proceeds to the applicable limitations under Section 
9-306 of the New York UCC). Schedule 3 specifies the locations in which to 
file the financing statements which may perfect a legal, valid and 
enforceable security interest granted under this Agreement in the Investment 
Property pursuant to Sections 9-115 and 9-103(6)(f) of the New York UCC.

              4.3 CHIEF EXECUTIVE OFFICE. On the date hereof, such Grantor's
jurisdiction of organization and the location of such Grantor's chief executive
office or sole place of business are specified on Schedule 4.

              4.4 PLEDGED STOCK. At all times during any Negative Security
Period: (a) The shares of Pledged Stock pledged by such Grantor hereunder
constitute all the issued and outstanding shares of all classes of the Capital
Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary
Voting Stock, if less, Foreign Subsidiary Voting Stock with 66% of the total
combined voting power of all classes of stock entitled to vote of each relevant
Issuer.

              (b) All the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable.

              (c) Such Grantor is the record and beneficial owner of, and has
good and marketable title to, the Pledged Stock pledged by it hereunder, free of
any and all Liens or options in favor of, or claims of, any other Person, except
the security interest created by this Agreement.

                              SECTION 5. COVENANTS

              Each Grantor covenants and agrees with the Administrative Agent
and the Lenders that, from and after the date of this Agreement until the
Obligations shall have been paid in full, no Letter of Credit or Acceptance
Obligation shall be outstanding and the Commitments shall have terminated:


              5.1 DELIVERY OF INSTRUMENTS, CERTIFICATED SECURITIES AND CHATTEL
PAPER. During the continuance of any Event of Default, if any amount payable
under or in connection with any of the Collateral shall be or become evidenced
by any Instrument, Certificated Security or Chattel Paper, such Instrument,
Certificated Security or Chattel Paper shall be immediately delivered to 

<PAGE>

the Administrative Agent, duly indorsed in a manner satisfactory to the 
Administrative Agent, to be held as Collateral pursuant to this Agreement.

              5.2 PAYMENT OF OBLIGATIONS. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all material taxes, assessments and governmental charges or levies
imposed upon the Collateral or in respect of income or profits therefrom, as
well as all claims of any kind against or with respect to the Collateral, except
that no such charge need be paid if the amount or validity thereof is currently
being contested in good faith by appropriate proceedings, reserves in conformity
with GAAP with respect thereto have been provided on the books of such Grantor
and such proceedings could not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Collateral or any interest
therein.

              5.3 MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER
DOCUMENTATION. At all times during any Negative Security Period: (a) Such
Grantor shall maintain the security interest created by this Agreement as a
perfected security interest having at least the priority described in Section
4.2 and shall defend such security interest against the claims and demands of
all Persons whomsoever.

              (b) At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of such Grantor, such Grantor
will promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, (i) filing any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby and
(ii) in the case of Pledged Stock, taking any actions necessary to enable the
Administrative Agent to obtain "control" (within the meaning of the applicable
Uniform Commercial Code) with respect thereto.

              5.4 Changes in Locations, Name, etc. Such Grantor will not, except
upon 15 days' prior written notice to the Administrative Agent and delivery to
the Administrative Agent of all additional executed financing statements and
other documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein:

              (i) change its jurisdiction of organization or the location of its
         chief executive office or sole place of business from that referred to
         in Section 4.3; or

              (ii) change its name, identity or corporate structure to such an
         extent that any financing statement filed by the Administrative Agent
         in connection with this Agreement would become misleading.

              5.5 NOTICES. Such Grantor will advise the Administrative Agent and
the Lenders promptly, in reasonable detail, of:

<PAGE>

              (a) any Lien (other than security interests created hereby or
Liens permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Administrative Agent to exercise any of its
remedies hereunder; and

              (b) of the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the aggregate value of the
Collateral, taken as a whole, or on the security interests created hereby.

              5.6 PLEDGED STOCK. At all times during any Negative Security
Period: (a) If such Grantor shall become entitled to receive or shall receive
any stock certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Administrative
Agent and the Lenders, hold the same in trust for the Administrative Agent and
the Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by such Grantor to the Administrative Agent,
if required, together with an undated stock power covering such certificate duly
executed in blank by such Grantor and with, if the Administrative Agent so
requests, signature guaranteed, to be held by the Administrative Agent, subject
to the terms hereof, as additional collateral security for the Obligations. Any
sums paid upon or in respect of the Pledged Stock upon any liquidation or
dissolution of any Issuer not permitted under the Credit Agreement shall be paid
over to the Administrative Agent to be held by it hereunder as additional
collateral security for the Obligations. In case any property consisting of
ownership interests in any Person shall be distributed upon or with respect to
the Pledged Stock pursuant to the recapitalization or reclassification of the
capital of any Issuer or pursuant to the reorganization thereof, such property
so distributed shall, unless otherwise subject to a perfected security interest
in favor of the Administrative Agent, be delivered to the Administrative Agent
to be held by it hereunder as additional collateral security for the
Obligations. If any such property so distributed in respect of the Pledged Stock
shall be received by such Grantor, such Grantor shall, until such property is
delivered to the Administrative Agent, hold such property in trust for the
Lenders, segregated from other property of such Grantor, as additional
collateral security for the Obligations.

              (b) Without the prior written consent of the Administrative Agent,
such Grantor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock or other equity securities of any nature or to
issue any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of any Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Pledged Stock or Proceeds thereof (except pursuant
to a transaction expressly permitted by the Credit Agreement), (iii) create,
incur or permit to exist any Lien or option in favor of, or any claim of any
Person with respect to, any of the Pledged Stock or Proceeds thereof, or any
interest therein, except for the security interests created by this Agreement or
(iv) 

<PAGE>

enter into any agreement or undertaking restricting the right or ability of 
such Grantor or the Administrative Agent to sell, assign or transfer any of 
the Pledged Stock or Proceeds thereof.

              (c) In the case of each Grantor which is an Issuer, such Issuer
agrees that (i) it will be bound by the terms of this Agreement relating to the
Pledged Stock issued by it and will comply with such terms insofar as such terms
are applicable to it, (ii) it will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.6(a) with
respect to the Pledged Stock issued by it and (iii) the terms of Section 6.1(c)
shall apply to it, MUTATIS MUTANDIS, with respect to all actions that may be
required of it pursuant to Section 6.1(c) with respect to the Pledged Stock
issued by it.


                         SECTION 6. REMEDIAL PROVISIONS

              6.1 PLEDGED STOCK. (a) Unless an Event of Default shall have
occurred and be continuing and the Administrative Agent shall have given notice
to the relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.1(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock, in each case
paid in the normal course of business of the relevant Issuer and consistent with
past practice, to the extent permitted in the Credit Agreement, and to exercise
all voting and corporate rights with respect to the Pledged Stock; PROVIDED,
HOWEVER, that no vote shall be cast or corporate right exercised or other action
taken which would result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document.

              (b) If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the relevant Grantor or Grantors, (i) the Administrative Agent shall have the
right to receive any and all cash dividends, payments or other Proceeds paid in
respect of the Pledged Stock and make application thereof to the Obligations in
such order as the Administrative Agent may determine, and (ii) if so elected by
the Administrative Agent, any or all of the Pledged Stock shall be registered in
the name of the Administrative Agent or its nominee, and the Administrative
Agent or its nominee may thereafter exercise (x) all voting, corporate and other
rights pertaining to such Pledged Stock at any meeting of shareholders of the
relevant Issuer or Issuers or otherwise and (y) any and all rights of
conversion, exchange and subscription and any other rights, privileges or
options pertaining to such Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any
Issuer, or upon the exercise by any Grantor or the Administrative Agent of any
right, privilege or option pertaining to such Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Administrative Agent may
determine), all without liability except to account for property actually
received by it, but the Administrative Agent shall have no duty to any Grantor
to exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.

<PAGE>

              (c) Each Grantor hereby authorizes and instructs each Issuer of
any Pledged Stock pledged by such Grantor hereunder to (i) comply with any
written instruction timely received by it from the Administrative Agent in
writing that (x) states that an Event of Default has occurred and is continuing
and (y) is otherwise in accordance with the terms of this Agreement and the
authority of a shareholder of the Issuer, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall
be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the
Pledged Stock directly to the Administrative Agent.

              6.2 PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE AGENT. If an
Event of Default shall occur and be continuing, and Grantor has been so notified
in writing by the Administrative Agent, all Proceeds received by any Grantor
consisting of cash, checks and other near-cash items shall be held by such
Grantor in trust for the Administrative Agent and the Lenders, segregated from
other funds of such Grantor, and shall, forthwith upon receipt by such Grantor,
be turned over to the Administrative Agent in the exact form received by such
Grantor (duly indorsed by such Grantor to the Administrative Agent, if
required). All Proceeds received by the Administrative Agent hereunder shall be
held by the Administrative Agent in a Collateral Account maintained under its
sole dominion and control. All Proceeds while held by the Administrative Agent
in a Collateral Account (or by such Grantor in trust for the Administrative
Agent and the Lenders) shall continue to be held as collateral security for all
the Obligations and shall not constitute payment thereof until applied as
provided in Section 6.3.

              6.3 APPLICATION OF PROCEEDS. At such intervals as may be agreed
upon by the Borrower and the Administrative Agent, or, if an Event of Default
shall have occurred and be continuing, at any time at the Administrative Agent's
election, the Administrative Agent may apply all or any part of Proceeds held in
any Collateral Account in payment of due and payable Obligations in such order
as the Administrative Agent may elect, and any part of such funds which the
Administrative Agent elects not so to apply shall be paid over from time to time
by the Administrative Agent to the Borrower or to whomsoever may be lawfully
entitled to receive the same. Any balance of such Proceeds remaining after the
Obligations shall have been paid in full, no Letters of Credit shall be
outstanding and the Commitments shall have terminated shall be paid over to the
Borrower or to whomsoever may be lawfully entitled to receive the same.

              6.4 CODE AND OTHER REMEDIES. If an Event of Default shall occur
and be continuing, the Administrative Agent, on behalf of the Lenders, may
exercise, in addition to all other rights and remedies granted to them in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the New York UCC or any other applicable law. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or 


<PAGE>

may forthwith sell, lease, assign, give option or options to purchase, or 
otherwise dispose of and deliver the Collateral or any part thereof (or 
contract to do any of the foregoing), in one or more parcels at public or 
private sale or sales, at any exchange, broker's board or office of the 
Administrative Agent or any Lender or elsewhere upon such terms and 
conditions as it may deem advisable and at such prices as it may deem best, 
for cash or on credit or for future delivery without assumption of any credit 
risk. The Administrative Agent or any Lender shall have the right upon any 
such public sale or sales, and, to the extent permitted by law, upon any such 
private sale or sales, to purchase the whole or any part of the Collateral so 
sold, free of any right or equity of redemption in any Grantor, which right 
or equity is hereby waived and released. Each Grantor further agrees, at the 
Administrative Agent's request, to assemble the Collateral and make it 
available to the Administrative Agent at places which the Administrative 
Agent shall reasonably select, whether at such Grantor's premises or 
elsewhere. The Administrative Agent shall apply the net proceeds of any 
action taken by it pursuant to this Section 6.4, after deducting all 
reasonable costs and expenses of every kind incurred in connection therewith 
or incidental to the care or safekeeping of any of the Collateral or in any 
way relating to the Collateral or the rights of the Administrative Agent and 
the Lenders hereunder, including, without limitation, reasonable attorneys' 
fees and disbursements, to the payment in whole or in part of the 
Obligations, in such order as the Administrative Agent may elect, and only 
after such application and after the payment by the Administrative Agent of 
any other amount required by any provision of law, including, without 
limitation, Section 9-504(1)(c) of the New York UCC, need the Administrative 
Agent account for the surplus, if any, to any Grantor. To the extent 
permitted by applicable law, each Grantor waives all claims, damages and 
demands it may acquire against the Administrative Agent or any Lender arising 
out of the exercise by them of any rights hereunder. If any notice of a 
proposed sale or other disposition of Collateral shall be required by law, 
such notice shall be deemed reasonable and proper if given at least 15 days 
before such sale or other disposition.

              6.5 WAIVER; DEFICIENCY. Each Grantor waives and agrees not to
assert any rights or privileges which it may acquire under Section 9-112 of the
New York UCC. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the reasonable and documented fees and disbursements of
any attorneys employed by the Administrative Agent or any Lender to collect such
deficiency.

                       SECTION 7. THE ADMINISTRATIVE AGENT

              7.1 ADMINISTRATIVE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT, ETC.
(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative
Agent and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its
own name, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, and, without limiting the 


<PAGE>

generality of the foregoing, each Grantor hereby gives the Administrative 
Agent the power and right, on behalf of such Grantor, without notice to or 
assent by such Grantor, to do any or all of the following:

              (i) in the name of such Grantor or its own name, or otherwise,
         take possession of and indorse and collect any checks, drafts, notes,
         acceptances or other instruments for the payment of moneys due with
         respect to any other Collateral and file any claim or take any other
         action or proceeding in any court of law or equity or otherwise deemed
         appropriate by the Administrative Agent for the purpose of collecting
         any and all such moneys due with respect to any other Collateral
         whenever payable;

              (ii) pay or discharge taxes and Liens levied or placed on or
         threatened against the Collateral;

              (iii) execute, in connection with any sale provided for in Section
         6.4, any indorsements, assignments or other instruments of conveyance
         or transfer with respect to the Collateral; and

              (iv) (1) direct any party liable for any payment under any of the
         Collateral to make payment of any and all moneys due or to become due
         thereunder directly to the Administrative Agent or as the
         Administrative Agent shall direct; (2) ask or demand for, collect, and
         receive payment of and receipt for, any and all moneys, claims and
         other amounts due or to become due at any time in respect of or arising
         out of any Collateral; (3 sign and indorse any assignments,
         verifications, notices and other documents in connection with any of
         the Collateral; (4) commence and prosecute any suits, actions or
         proceedings at law or in equity in any court of competent jurisdiction
         to collect the Collateral or any portion thereof and to enforce any
         other right in respect of any Collateral; (5) defend any suit, action
         or proceeding brought against such Grantor with respect to any
         Collateral; (6) settle, compromise or adjust any such suit, action or
         proceeding and, in connection therewith, give such discharges or
         releases as the Administrative Agent may reasonably deem appropriate;
         and (7) generally, sell, transfer, pledge and make any agreement with
         respect to or otherwise deal with any of the Collateral as fully and
         completely as though the Administrative Agent were the absolute owner
         thereof for all purposes, and do, at the Administrative Agent's option
         and such Grantor's expense, at any time, or from time to time, all acts
         and things which the Administrative Agent deems necessary to protect,
         preserve or realize upon the Collateral and the Administrative Agent's
         and the Lenders' security interests therein and to effect the intent of
         this Agreement, all as fully and effectively as such Grantor might do.

              Anything in this Section 7.1(a) to the contrary notwithstanding,
the Administrative Agent agrees that it will not exercise any rights under the
power of attorney provided for in this Section 7.1(a) unless an Event of Default
shall have occurred and be continuing.
<PAGE>

              (b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.

              (c) The expenses of the Administrative Agent incurred in
connection with actions undertaken as provided in this Section 7.1, together
with interest thereon at a rate per annum equal to the highest rate per annum at
which interest would then be payable on any category of past due ABR Loans under
the Credit Agreement, from the date of payment by the Administrative Agent to
the date reimbursed by the relevant Grantor, shall be payable by such Grantor to
the Administrative Agent on demand.

              (d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.

              7.2 DUTY OF ADMINISTRATIVE AGENT. The Administrative Agent's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the
Administrative Agent, any Lender nor any of their respective officers,
directors, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Administrative Agent and the Lenders hereunder are solely to
protect the Administrative Agent's and the Lenders' interests in the Collateral
and shall not impose any duty upon the Administrative Agent or any Lender to
exercise any such powers. The Administrative Agent and the Lenders shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

              7.3 EXECUTION OF FINANCING STATEMENTS. At all times during any
Negative Security Period, pursuant to Section 9-402 of the New York UCC and any
other applicable law, each Grantor authorizes the Administrative Agent to file
or record financing statements and other filing or recording documents or
instruments with respect to the Collateral without the signature of such Grantor
in such form and in such offices as the Administrative Agent determines
appropriate to perfect the security interests of the Administrative Agent under
this Agreement. A photographic or other reproduction of this Agreement shall be
sufficient as a financing statement or other filing or recording document or
instrument for filing or recording in any jurisdiction.

              7.4 AUTHORITY OF ADMINISTRATIVE AGENT. Each Grantor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Agreement with respect to any 

<PAGE>

action taken by the Administrative Agent or the exercise or non-exercise by 
the Administrative Agent of any option, voting right, request, judgment or 
other right or remedy provided for herein or resulting or arising out of this 
Agreement shall, as between the Administrative Agent and the Lenders, be 
governed by the Credit Agreement and by such other agreements with respect 
thereto as may exist from time to time among them, but, as between the 
Administrative Agent and the Grantors, the Administrative Agent shall be 
conclusively presumed to be acting as agent for the Lenders with full and 
valid authority so to act or refrain from acting, and no Grantor shall be 
under any obligation, or entitlement, to make any inquiry respecting such 
authority.

                            SECTION 8. MISCELLANEOUS

              8.1 AMENDMENTS IN WRITING. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.1 of the Credit Agreement.

              8.2 NOTICES. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.2 of the Credit Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.

              8.3 NO WAIVER BY COURSE OF CONDUCT; CUMULATIVE REMEDIES. Neither
the Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

              8.4 ENFORCEMENT EXPENSES; INDEMNIFICATION. (a) Each Guarantor
agrees to pay or reimburse each Lender and the Administrative Agent for all its
costs and expenses incurred in collecting against such Guarantor under the
guarantee contained in Section 2 or otherwise enforcing or preserving any rights
under this Agreement and the other Loan Documents to which such Guarantor is a
party, including, without limitation, the reasonable and documented fees and
disbursements of counsel to each Lender and of counsel to the Administrative
Agent. 

              (b) Each Guarantor agrees to pay, and to save the Administrative
Agent and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in 


<PAGE>

paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of
its Collateral or in connection with any of the transactions contemplated by
this Agreement.

              (c) Each Guarantor agrees to pay, and to save the Administrative
Agent and the Lenders harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement to the
extent the Borrower would be required to do so pursuant to Section 10.5 of the
Credit Agreement.

              (d) The agreements in this Section 8.4 shall survive repayment of
the Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.

              8.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the successors and assigns of each Grantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns; provided
that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent.

              8.6 SET-OFF. Each Grantor hereby irrevocably authorizes the
Administrative Agent and each Lender at any time and from time to time while an
Event of Default shall have occurred and be continuing, without notice to such
Grantor or any other Grantor, any such notice being expressly waived by each
Grantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender to or for the credit or the
account of such Grantor, or any part thereof in such amounts as the
Administrative Agent or such Lender may elect, against and on account of the due
and payable obligations of such Grantor to the Administrative Agent or such
Lender hereunder, as the Administrative Agent or such Lender may elect, whether
or not the Administrative Agent or any Lender has made any demand for payment
and although such obligations, liabilities and claims may be contingent or
unmatured. The Administrative Agent and each Lender shall notify such Grantor
promptly of any such set-off and the application made by the Administrative
Agent or such Lender of the proceeds thereof, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent and each Lender under this Section 8.6 are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Administrative Agent or such Lender may have.

              8.7 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

<PAGE>

              8.8 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

              8.9 SECTION HEADINGS. The Section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.

              8.10 INTEGRATION. This Agreement and the other Loan Documents
represent the agreement of the Grantors, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof and thereof not expressly
set forth or referred to herein or in the other Loan Documents.

              8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

              8.12 SUBMISSION TO JURISDICTION; WAIVERS. Each Grantor hereby
irrevocably and unconditionally:

              (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         Courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and appellate courts
         from any thereof;

              (b) consents that any such action or proceeding may be brought in
         such courts and waives any objection that it may now or hereafter have
         to the venue of any such action or proceeding in any such court or that
         such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

              (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Grantor at its address referred to in Section 8.2 or
         at such other address of which the Administrative Agent shall have been
         notified pursuant thereto;

              (d) agrees that nothing herein shall affect the right to effect
         service of process in any other manner permitted by law or shall limit
         the right to sue in any other jurisdiction; and

<PAGE>

              (e) waives, to the maximum extent not prohibited by law, any right
         it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

              8.13 ACKNOWLEDGMENTS. Each Grantor hereby acknowledges that:

              (a) it has been advised by counsel in the negotiation, execution
         and delivery of this Agreement and the other Loan Documents to which it
         is a party;

              (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to any Grantor arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between the Grantors, on the one hand, and the
         Administrative Agent and Lenders, on the other hand, in connection
         herewith or therewith is solely that of debtor and creditor; and

              (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Grantors and the
         Lenders.

              8.14 ADDITIONAL GRANTORS. Each Material Subsidiary of the Borrower
that is required to become a party to this Agreement pursuant to Section 6.9 of
the Credit Agreement shall become a Grantor for all purposes of this Agreement
upon execution and delivery by such Subsidiary of an Assumption Agreement in the
form of Annex 1 hereto.

              8.15 RELEASES. (a) At such time as the Loans, the Reimbursement
Obligations and the other Obligations shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be outstanding,
the Collateral shall be released from the Liens created hereby, and this
Agreement and all obligations (other than those expressly stated to survive such
termination) of the Administrative Agent and each Grantor hereunder shall
terminate, all without delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the Grantors. At the
request and sole expense of any Grantor following any such termination, the
Administrative Agent shall deliver to such Grantor any Collateral held by the
Administrative Agent hereunder, and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination.

              (b) If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, or if such Grantor becomes a Subsidiary that is not a Material
Subsidiary and is not required to be a Material Subsidiary to satisfy the
requirements of such definition and upon delivery to the Administrative Agent of
reasonably detailed calculations demonstrating that such Subsidiary is not a
Material Subsidiary and is not required to be a Material Subsidiary in order to
satisfy the requirements of such definition, then the Administrative Agent, at
the request and sole expense of such Grantor, shall execute and deliver to such
Grantor all releases or other documents reasonably necessary or desirable for
the release of the Liens created hereby on such Collateral. At the request and
sole


<PAGE>

 expense of the Borrower, a Subsidiary Guarantor shall be released from its 
obligations hereunder in the event that the Capital Stock of such Subsidiary 
Guarantor shall be sold, transferred or otherwise disposed of in a 
transaction permitted by the Credit Agreement; provided that the Borrower 
shall have delivered to the Administrative Agent, at least ten Business Days 
prior to the

<PAGE>

date of the proposed release, a written request for release identifying the
relevant Subsidiary Guarantor, together with a certification by the Borrower
stating that such transaction is in compliance with the Credit Agreement and the
other Loan Documents.

              (c) During the existence of a Positive Security Period, the
Collateral shall be released from the Liens created hereby, and, at the request
and sole expense of any Grantor in such event, the Administrative Agent shall
deliver to such Grantor any Collateral held by the Administrative Agent
hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such release.

              8.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

              IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.

                                     DEPARTMENT 56, INC.



                                 By: /s/ Timothy J. Schugel
                                     ---------------------------------
                                     Title: V.P. - Finance



                                   D 56, INC.



                                 By: /s/ Timothy J. Schugel
                                     ---------------------------------
                                     Title: V.P. - Finance



                                     CAN 56, INC.



                                 By: /s/ Timothy J. Schugel
                                     ---------------------------------
                                     Title: V.P. and Treasurer

<PAGE>

                                     FL 56 INTERMEDIATE CORP.



                                 By: /s/ Timothy J. Schugel
                                     ---------------------------------
                                     Title: V.P. and Treasurer