Limited Waiver and Consent of Term Loan Credit Agreement

Pursuant to Section 10.02 of the Amended and Restated Term Loan Credit Agreement, dated as of April 20, 2007 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among D 56, Inc. (“D56”), Lenox Retail, Inc. (“Lenox Retail”), Lenox, Incorporated (together with D56 and Lenox Retail, each a “Borrower” and collectively, the “Borrowers”), Lenox Group Inc. (the “Company”), and the other guarantors party thereto as guarantors (each a “Guarantor”, and together with the Company, the “Guarantors”), the financial institutions from time to time party thereto as lenders (each a “Lender” and collectively the “Lenders”), UBS AG, Stamford Branch, as the administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”), and UBS Securities LLC, as the sole arranger and syndication agent, the Borrowers and Lenders entered into a limited waiver and consent, dated as of November 15, 2008 (the “Limited Waiver and Consent”).

The Limited Waiver and Consent was entered into in connection with the Borrowers’ noncompliance with certain financial covenants under the Credit Agreement for the period ended September 27, 2008. Pursuant to the Limited Waiver and Consent, the Lenders have consented to and waived any event of default by reason of said noncompliance through the end of November 24, 2008 (the “Waiver Period”). The Limited Waiver and Consent is only effective for this specific purpose during the Waiver Period and does not allow for any other or further departure from the terms and conditions of the Credit Agreement. Upon the expiration of the Waiver Period, the waiver and consents shall be immediately and automatically terminated in their entirety and be of no further force or effect.

A copy of the Credit Agreement is on file with the Securities and Exchange Commission as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 24, 2007. The foregoing description of the Limited Waiver and Consent in this Current Report on Form 8-K is qualified in its entirety by reference to the form of Limited Waiver and Consent attached hereto as Exhibit 10.1 and incorporated by reference herein.

Relationships with Certain Lenders

Clinton Special Opportunities Master Fund, Ltd. and George E. Hall are shareholders of the Company and are affiliates of Clinton – Magnolia Master Fund and Clinton Group Inc. – Multi MAS. Clinton – Magnolia Master Fund is also a shareholder of the Company, and both Clinton – Magnolia Master Fund and Clinton Group Inc. – Multi MAS are Lenders under the Credit Agreement and parties to the Limited Waiver and Consent.

Ramius Enterprise Master Fund Ltd is a shareholder of the Company and an affiliate of Ramius Credit Opportunities Master Fund Ltd, which is also a shareholder of the Company as well as a Lender under the Credit Agreement and a party to the Limited Waiver and Consent.

(e) On November 19, 2008, the Company entered into a letter amendment to the employment arrangement with Fred Spivak, Chief Operating and Financial Officer, to provide that he will be paid $54,687.50 on November 20, 2008, representing 50% of his reduced guaranteed bonus of $109,375.00 for fiscal year 2008, and $54,687.50 in the first quarter of fiscal 2009, representing the remaining 50% of his reduced guaranteed bonus, provided Mr. Spivak is employed by the Company at the end of fiscal year 2008. In addition, the Company has agreed to reimburse Mr. Spivak for hotel and meals in accordance with the Company’s Travel & Entertainment Policy for the days Mr. Spivak is away from home on behalf of the Company and for reasonable commuting costs for two trips home per week.

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