RELATING TO THE TRANSACTION, INCLUDING A CONFIDENTIAL
COMMUNICATION WITH ITS ATTORNEY OR A CONFIDENTIAL COMMUNICATION WITH A FEDERALLY
AUTHORIZED TAX PRACTITIONER UNDER SECTION 7525 OF THE CODE, IS NOT INTENDED TO
BE AFFECTED BY THE FOREGOING.
SECTION 11.13
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN, TOGETHER WITH
ALL FEES, CHARGES AND OTHER AMOUNTS WHICH ARE TREATED AS INTEREST ON SUCH LOAN
UNDER APPLICABLE LAW (COLLECTIVELY, THE "CHARGES"), SHALL EXCEED THE MAXIMUM
LAWFUL RATE (THE "MAXIMUM RATE") WHICH MAY BE CONTRACTED FOR, CHARGED, TAKEN,
RECEIVED OR RESERVED BY THE LENDER HOLDING SUCH LOAN IN ACCORDANCE WITH
APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT OF SUCH LOAN HEREUNDER,
TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE
MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE
BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION 11.13 SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF
REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 11.14
LENDER ADDENDUM.
EACH LENDER TO BECOME A PARTY TO THIS AGREEMENT
ON THE DATE HEREOF SHALL DO SO BY DELIVERING TO THE ADMINISTRATIVE AGENT A
LENDER ADDENDUM DULY EXECUTED BY SUCH LENDER, THE BORROWERS AND THE
ADMINISTRATIVE AGENT.
SECTION 11.15
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE ACT
(AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON
BEHALF OF ANY LENDER) HEREBY NOTIFIES BORROWER THAT PURSUANT TO THE REQUIREMENTS
OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES BORROWER, WHICH INFORMATION INCLUDES THE NAME, ADDRESS AND TAX
IDENTIFICATION NUMBER OF BORROWER AND OTHER INFORMATION REGARDING BORROWER THAT
WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY
BORROWER IN ACCORDANCE WITH THE ACT.
THIS NOTICE IS GIVEN IN ACCORDANCE WITH
THE REQUIREMENTS OF THE ACT AND IS EFFECTIVE AS TO THE LENDERS AND THE
ADMINISTRATIVE AGENT.
[Signature Pages Follow]
127
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
D 56, INC., as a Borrower
By:
/s/ Susan E. Engel
Name:
Susan E. Engel
Title:
Chairwoman & Chief Executive Officer
DEPARTMENT 56 RETAIL, INC., as a Borrower
By:
/s/ Susan E. Engel
Name:
Susan E. Engel
Title:
President
TIME TO CELEBRATE, INC., as a Borrower
By:
/s/ Susan E. Engel
Name:
Susan E. Engel
Title:
Chairwoman & Chief Executive Officer
LENOX, INCORPORATED, as a Borrower
By:
/s/ James G. Berwick
Name:
James G. Berwick