Exhibit 10.1

# THIRD AMENDMENT TO
REVOLVING CREDIT AGREEMENT

This
Third Amendment to Revolving Credit Agreement, dated as of April 27, 2006 (this
Amendment), is executed and delivered by D 56, INC., a Minnesota corporation
(D 56), DEPARTMENT 56 RETAIL, INC., a Minnesota corporation (D
56 Retail), TIME TO CELEBRATE, INC., a Minnesota corporation
(TTC), LENOX, INCORPORATED, a New Jersey corporation
(Lenox and, together with D 56, D 56 Retail and TTC,
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 Credit
Agreement, dated as of September 1, 2005, as amended by that certain First Amendment
thereto, dated as of December 29, 2005, and by that certain Second Amendment to Revolving
Credit Agreement, dated as of January 23, 2006 (as such agreement may be further amended,
modified or supplemented from time to time, the Credit Agreement);

WHEREAS,
Borrowers have informed Administrative Agent and Revolving Lenders that Borrowers desire
to sell: (i) that certain manufacturing facility located in Pomona, New Jersey (the
Pomona Facility Sale); and (ii) that certain distribution facility
located in Langhorne, Pennsylvania (the Langhorne Facility Sale, and
together with the Pomona Facility Sale, the Facilities Sales);

WHEREAS,
Administrative Agent and Revolving Lenders are each willing to consent to the Facilities
Sales as and to the extent set forth in this Amendment and subject to the terms and
conditions set forth herein;

WHEREAS,
Borrowers, Administrative Agent and Revolving Lenders are each desirous of entering into
an amendment to the Credit Agreement as and to the extent set forth in this Amendment and
subject to the terms and conditions set forth herein; and

WHEREAS,
this document shall constitute a Loan Document and these Recitals shall be construed as
part of this Amendment;

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 Amendment shall have the same meanings ascribed to them in
          the Credit Agreement.

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2.    
          Limited Consent. Notwithstanding any provision of the Credit Agreement to
          the contrary, Administrative Agent and Revolving Lenders hereby consent to
          permit the Borrowers to undertake the Facilities Sales, provided that 100% of
          the Net Cash Proceeds of the Facilities Sales shall be used to repay a portion
          of the Term Loan Indebtedness.

3.    
          Amendments.

3.1.    Section
6.08(a) of the Credit Agreement is amended by deleting the second,           third,
fourth and fifth rows of the Maximum Leverage Ratio table and replacing           them
with the following:

|Test Period                                    | Leverage Ratio
|---------------------------------------------- | --------------
|Four fiscal quarters ending March 31, 2006     | 4.25 to 1.0   
|Four fiscal quarters ending June 30, 2006      | 5.50 to 1.0   
|Four fiscal quarters ending September 30, 2006 | 5.75 to 1.0   
|Four fiscal quarters ending December 31, 2006  | 2.35 to 1.0   

3.2.    Section
6.08(b) of the Credit  Agreement  is amended by deleting  the third,  fourth and
fifth rows of the Minimum Interest  Coverage Ratio table and replacing them with
the following:

|Test Period                                    | Interest CoverageRatio
|---------------------------------------------- | ----------------------
|Four fiscal quarters ending June 30, 2006      | 2.60 to 1.0           
|Four fiscal quarters ending September 30, 2006 | 2.40 to 1.0           
|Four fiscal quarters ending December 31, 2006  | 2.70 to 1.0           

4.    
          Conditions Precedent to Effectiveness. The effectiveness of this
          Amendment is subject to the satisfaction of each of the following conditions
          precedent in a manner acceptable to Administrative Agent:

4.1.    Administrative
Agents  receipt  of  counterparts  of this  Amendment,  duly  executed  by
Borrowers, each of the other Loan Parties, the Administrative Agent and Required
Lenders.

4.2.    Borrowers
shall have paid to the Administrative Agent a nonrefundable amendment fee for
the ratable account of those Lenders who consent to this Amendment, evidenced by
their timely delivery to the Administrative Agent of an executed counterpart
signature page hereto, in an amount equal to 0.15% (i.e., 15 basis points) of
the aggregate Revolving Commitments of such consenting Lenders.

4.3.    No
Default or Event of Default shall have occurred and be continuing or would
          result from the effectiveness of this Amendment.

2

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5.    
          Reference to and Effect Upon the Credit Agreement and other Loan Documents.

5.1.    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.

5.2.    The
effect of this Amendment shall be limited precisely as written and, except as
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.

5.3.    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 amended hereby, and each reference in any other Loan Document to the Credit
Agreement or any word or words of similar import shall be and mean a reference
to the Credit Agreement as amended hereby.

6.    
          Counterparts. This Amendment may be executed in any number of
          counterparts, each of which when so executed shall be deemed an original but all
          such counterparts shall constitute one and the same instrument. Delivery of an
          executed counterpart of a signature page to this Amendment by telecopier shall
          be as effective as delivery of a manually executed counterpart signature page to
          this Amendment.

7.    
          Costs and Expenses. As provided in Section 11.03 of the Credit Agreement,
          Borrowers shall pay the fees, costs and expenses incurred by Administrative
          Agent in connection with the preparation, execution and delivery of this
          Amendment (including, without limitation, reasonable attorneys fees).

8.    
          Governing Law. This Amendment shall be construed in accordance with and
          governed by the law of the State of New York, without regard to conflicts of law
          principles that would require the application of the laws of another
          jurisdiction.

9.    
          Headings. Section headings in this Amendment are included herein for
          convenience of reference only and shall not constitute a part of this Amendment
          for any other purpose.

[Signature Pages Follow]

3

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IN
WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date
first written above.

BORROWERS:

D 56, INC.DEPARTMENT
56 RETAIL, INC.TIME TO CELEBRATE, INC.LENOX, INCORPORATED

By:
/s/ Timothy J. SchugelName: Timothy J. SchugelTitle: Chief Operating &
Financial Officer

GUARANTORS:

LENOX
GROUP INC. (formerly Department 56, Inc.)DEPARTMENT
56 SALES, INC.CAN 56, INC.FL
56 INTERMEDIATE CORP.DID, INCORPORATED

By:
/s/ Timothy J. SchugelName: Timothy J. SchugelTitle: Chief Operating &
Financial Officer

LENOX/D 56 THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

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UBS
AG, STAMFORD BRANCH,as
Administrative Agent

By:
/s/ Joselin FernandesName: Joselin FernandesTitle:
Associate Director, Banking ProductsServices, U.S.

By:
/s/ Christopher M. AitkinName: Christopher M. AitkinTitle:
Associate Director, Banking ProductsServices, U.S.

UBS
LOAN FINANCE LLC,as
a Revolving Lender

By:
/s/ Joselin FernandesName: Joselin FernandesTitle:
Associate Director, Banking ProductsServices, U.S.

By:
/s/ Christopher M. AitkinName: Christopher M. AitkinTitle:
Associate Director, Banking ProductsServices, U.S.

LENOX/D 56 THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

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