ENESCO GROUP INC
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEME
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c95603exv10w1.txt
<DESCRIPTION>SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>
                SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
                        SENIOR REVOLVING CREDIT AGREEMENT


         This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING
 CREDIT AGREEMENT (the "Amendment") is made as of May 16, 2005, by and among
 ENESCO GROUP, INC., an Illinois corporation (the "Borrower"), the Borrowing
 Subsidiaries that may from time to time become a party to the Second Amended
 and Restated Senior Revolving Credit Agreement, the Lenders, and FLEET NATIONAL
 BANK, a national banking association, as Agent.

                                    RECITALS

         The Borrower, the Borrowing Subsidiaries, the Lenders and the Agent are
parties to a certain Second Amended and Restated Senior Revolving Credit
Agreement dated as of June 16, 2003, as amended by a First Amendment dated as of
March 5, 2004; a Second Amendment dated as of August 10, 2004; a Third Amendment
dated as of November 2, 2004; a Fourth Amendment dated as of November 22, 2004;
a Fifth Amendment dated as of January 28, 2005, as amended by a letter agreement
dated as of February 7, 2005; and a Sixth Amendment dated as of March 29, 2005
(as the same may be further amended or restated from time to time, collectively,
the "Credit Agreement"), pursuant to which the Lenders have, subject to the
terms and conditions set forth therein, made certain credit facilities available
to the Borrower and the Borrowing Subsidiaries including those evidenced by the
Notes executed and delivered pursuant to the Credit Agreement. The parties
hereto have agreed to further modify the Credit Agreement as set forth herein.
All capitalized terms used herein and not otherwise defined herein shall have
their meanings as defined in the Credit Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1. Upon satisfaction in full, on or prior to May 20, 2005 (i.e. not
later than midnight, New York time, on May 20, 2005), of the conditions
precedent set forth in Section 2 below, Section 2.24 of the Credit Agreement is
amended and restated in its entirety to read as follows:

                  2.24 Usage Fee and Extension Fees. In addition to the Facility
         Fee, Commitment Fee, and all other amounts payable hereunder, the
         Borrower shall pay to the Agent for the account of each Lender, (a) on
         the first Business Day in each month, commencing on February 1, 2005
         and continuing until the Facility Termination Date, a fee in the amount
         of 0.10% (10 basis points) of the highest amount of Loans that were
         outstanding on any day in the immediately preceding month, (b) on May
         16, 2005, a fee in the amount of $500,000, (c) on June 16, 2005, a fee
         in the amount of $200,000, (d) on June 30, 2005, a fee in the amount of
         $700,000, and (e) on the date that the Obligations are paid in full and
         the Commitment hereunder is terminated, a fee in the amount of
         $1,750,000, provided that, (i) the fee payable under clause (c) of this
         paragraph will be waived by the Lenders if, prior to June 16, 2005
         (i.e. not later than midnight, New York time, on June 15, 2005), the
         Obligations are paid in full and all Letters of Credit and Bankers
         Acceptances expire, are returned to the Agent for cancellation or are
         secured


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                                       -2-



         with cash collateral in a manner satisfactory to the Agent (except that
         such return and such cash collateral will not be required if the
         Obligations are paid in full with the proceeds of a refinancing as to
         which Fleet National Bank is one of the parties that may issue letters
         of credit thereunder) and the Commitment hereunder is terminated, (ii)
         the fee payable under clause (d) of this paragraph will be waived by
         the Lenders if, prior to June 30, 2005 (i.e. not later than midnight,
         New York time, on June 29, 2005), the Obligations are paid in full and
         all Letters of Credit and Bankers Acceptances expire, are returned to
         the Agent for cancellation or are secured with cash collateral in a
         manner satisfactory to the Agent (except that such return and such cash
         collateral will not be required if the Obligations are paid in full
         with the proceeds of a refinancing as to which Fleet National Bank is
         one of the parties that may issue letters of credit thereunder) and the
         Commitment hereunder is terminated, and (iii) the fee payable under
         clause (e) of this paragraph will be waived by the Lenders if, prior to
         the Facility Termination Date, all Letters of Credit and Bankers
         Acceptances expire, are returned to the Agent for cancellation or are
         secured with cash collateral in a manner satisfactory to the Agent
         (except that such return and such cash collateral will not be required
         if the Obligations are paid in full with the proceeds of a refinancing
         as to which Fleet National Bank is one of the parties that may issue
         letters of credit thereunder) and the Commitment hereunder is
         terminated and the Obligations are paid in full in cash with the
         proceeds from a refinancing provided by lenders that include the Agent
         or an affiliate of the Agent, it being understood that nothing herein
         is intended to or shall constitute a commitment by the Agent or any
         affiliate of the Agent to provide any such financing and that any such
         subsequent financing by the Agent or any affiliate of the Agent shall
         be provided solely in the sole and absolute discretion of the Agent or
         such affiliate of the Agent or in accordance with any binding
         commitment letter that may (but need not) be hereafter issued by the
         Agent or any such affiliate of the Agent.

         2. The amendment set forth in Section 1 hereof shall become effective
as of the date that the following conditions shall have been satisfied (the date
that such amendments take effect being the "Amendment Effective Date"),
provided, however, that the amendments set forth in Section 1 hereof shall not
take effect unless such conditions have been satisfied on or before May 20, 2005
(i.e. not later than midnight, New York time, on May 20, 2005).

         (a) The Lenders shall have executed this Amendment and shall have
         received a copy of this Amendment duly executed by the Borrower, the
         Borrowing Subsidiaries and the Guarantors.

         (b) The Borrower shall have paid to the Agent the $500,000 fee payable
         pursuant to clause (b) of Section 2.24 of the Credit Agreement (as
         amended hereby).

         (c) The Borrower shall have paid to counsel for the Agent the amount of
         reasonable fees and disbursements owed to such counsel in connection
         with the Credit Agreement, this Agreement and matters related hereto
         and thereto.



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                                       -3-



         3. Except as amended, modified or supplemented by this Amendment, all
of the terms, conditions, covenants, provisions, representations, warranties and
conditions of the Credit Agreement shall remain in full force and effect and are
hereby acknowledged, ratified, confirmed and continued as if fully restated
hereby.

         4. The invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of any other term or provision
hereof or contained in the Credit Agreement.

         5. It is the intention of the parties hereto that this Amendment shall
not constitute a novation and shall in no way adversely affect or impair
performance of the obligations of the Borrower under the Credit Agreement.

         6. Regardless of whether the conditions in Section 2 hereof are
satisfied and whether or not the amendments in Section 1 take effect, the
Borrower hereby confirms and ratifies the Obligations incurred by it and the
Borrowing Subsidiaries under the Credit Agreement and the other Loan Documents,
and acknowledges that, as of the date hereof, the Borrower has no defense,
offset, counterclaim, or right of recoupment against the Agent or any Lender
with respect to any of such Obligations or any other matter.

         7. This Amendment is to be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts (without regard to it conflict of
laws or choice of law principles).

         8. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
thereto may execute this Agreement by signing any such counterpart. This
Amendment shall be effective when it has been executed by the Borrower, each of
the Borrowing Subsidiaries, the Guarantors, the Agent and the each of the
Lenders.


                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


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                                      -4-



         IN WITNESS WHEREOF, the foregoing has been executed as an instrument
under seal as of the date first above written.

                                           ENESCO GROUP, INC.


                                           By: /s/ Cynthia Passmore-McLaughlin
                                              ----------------------------------
                                           Name:  Cynthia Passmore-McLaughlin
                                           Title: President & CEO


                                           By: /s/ Paula E. Manley
                                              ----------------------------------
                                           Name:  Paula E. Manley
                                           Title:  Chief Financial Officer


                                           FLEET NATIONAL BANK


                                           By:  /s/ C. Christopher Smith
                                              ----------------------------------
                                           Name:  C. Christopher Smith
                                           Title: Senior Vice President


                                           LASALLE BANK NATIONAL ASSOCIATION


                                           By: /s/ Steven M. Cohen
                                              ----------------------------------
                                           Name:  Steven M. Cohen
                                           Title: Senior Vice President


Acknowledged and agreed to:
Guarantor                                  ENESCO INTERNATIONAL LTD.


                                           By: /s/ Charles E. Sanders
                                              ----------------------------------
                                           Name:  Charles E. Sanders
                                           Title: Treasurer


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                                      -5-



Acknowledged and agreed to:
(Borrowing Subsidiaries)
                                           ENESCO INTERNATIONAL (H.K.) LIMITED


                                           By: /s/ Charles E. Sanders
                                              ----------------------------------
                                           Name:  Charles E. Sanders
                                           Title: Treasurer


                                           GREGG MANUFACTURING, INC.


                                           By: /s/ Charles E. Sanders
                                              ----------------------------------
                                           Name:  Charles E. Sanders
                                           Title: Treasurer & CFO
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