ENESCO GROUP INC
5TH AMEND TO AMEND & RESTATED SENIOR REV CREDIT AG
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<TYPE>EX-10.1
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<FILENAME>c64464ex10-1.txt
<DESCRIPTION>5TH AMEND TO AMEND & RESTATED SENIOR REV CREDIT AG
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                                                                    EXHIBIT 10.1


                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                        SENIOR REVOLVING CREDIT AGREEMENT


         This FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of this 18th day of June, 2001, by and
among ENESCO GROUP, INC., a Massachusetts corporation (the "Borrower"), the
Borrowing Subsidiaries who may from time to time become a party to the Amended
and Restated Senior Revolving Credit Agreement, and FLEET NATIONAL BANK, a
national banking association (the "Bank").

                                    RECITALS

         The Borrower and the Bank are parties to a certain Amended and Restated
Senior Revolving Credit Agreement dated as of August 23, 2000, as amended by a
First Amendment to Amended and Restated Senior Revolving Credit Agreement dated
as of November 27, 2000, as further amended by a Second Amendment to Amended and
Restated Senior Revolving Credit Agreement dated as of November 30, 2000, as
further amended by a Third Amendment to Amended and Restated Senior Revolving
Credit Agreement dated as of March 23, 2001, and as further amended by a Fourth
Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of
April 6, 2001 (the "Credit Agreement"), pursuant to which the Bank has extended
certain financial accommodations to the Borrower including those evidenced by a
Borrower Note dated August 3, 2000 in the face amount of $50,000,000, a Back-Up
L/C Demand Note dated November 27, 2000 in the face amount of $25,000,000 and a
Back-Up F/X Demand Note dated November 27, 2000 in the face amount of
$10,000,000. The Borrower and the Bank have agreed to further modify the terms
and provisions of the Credit Agreement, as more fully described and set forth
hereinbelow. Capitalized terms not otherwise defined in this Amendment 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 Borrower and the Bank agree
that the Credit Agreement is further amended as follows:

         1. The definition of "Advance" which appears in ARTICLE I is deleted in
            its entirety and replaced with the following:

                           "Advance" means a borrowing hereunder consisting of
                  (i) the aggregate amount of the several Loans of the same Type
                  and, in the case of LIBOR Advances or Cost of Funds Advances,
                  for the same Interest Period, made by the Bank to a Credit
                  Party pursuant to Section 2.1, (ii) reimbursement obligations


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                  arising in connection with foreign exchange transactions
                  pursuant to section 2.1.A, or (iii) reimbursement obligations
                  arising as a result of Letters of Credit and Bankers'
                  Acceptances issued pursuant to Section 2.1.B.

         2. The definition of "Back-Up L/C Demand Note" which appears in ARTICLE
            I is deleted in its entirety and replaced with the following:

                           "Back-Up L/C and B/A Demand Note" means a promissory
                  note, in substantially the form of Exhibit "A-4" hereto, duly
                  executed by the Borrower and payable to the order of the Bank
                  in the amount of the L/C and B/A Facility Limit, including any
                  amendment, modification, renewal or replacement of such
                  promissory note.

         3. The following definitions are added to ARTICLE I:

                           "Bankers' Acceptance" means drafts drawn by the
                  Borrower or by the Bank on the Borrower's behalf to meet the
                  applicable requirements of Regulation A of the Board of
                  Governors of the Federal Reserve System and which are accepted
                  by the Bank pursuant to 12 U.S.C. ss.372.

                           "Bankers' Acceptance Financing" means the financing
                  provided by the issuance of drafts by the Borrower on the Bank
                  (subject to Borrowing Capacity), in the aggregate amount of up
                  to the L/C and B/A Facility Limit, accepted by the Bank,
                  endorsed by the Borrower, and sold by the Bank in the Bankers'
                  Acceptance money markets, such drafts being due and payable at
                  the end of the Bankers' Acceptance Maturity Period chosen by
                  the Borrower.

                           "Bankers' Acceptance Maturity Period" means with
                  respect to any Bankers' Acceptance Financing, the period
                  commencing on the Business Day such Bankers' Acceptance is
                  issued and ending, as the Borrower may select, pursuant to
                  Section 2.1.B.

         4. The definition of "Borrower Note" which appears in ARTICLE I is
            deleted in its entirety and replaced with the following:

                           "Borrower Note" means a promissory note, in
                  substantially the form of Exhibit "A-1" hereto duly executed
                  by the Borrower and payable to the order of the Bank or any
                  Purchaser pursuant to Section 12.3 of this Agreement in the
                  amount of such party's portion of the Commitment, including
                  any amendment, modification, renewal or replacement of such
                  promissory note.

         5. The definition of "Borrowing Capacity" which appears in ARTICLE I is
            deleted in its entirety and replaced with the following:


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                           "Borrowing Capacity" means the lesser of:

                             (x) Fifty Million Dollars ($50,000,000), or

                             (y) the sum of (i) eighty-five percent (85%) of
                             Accounts Receivable of the Borrower, which Accounts
                             Receivable are not Ineligible Accounts of the
                             Borrower, plus (ii) until the Facility Termination
                             Date, Fifteen Million Dollars ($15,000,000).

         6. The definition of "Commitment" which appears in ARTICLE I is deleted
            in its entirety and replaced with the following:

                           "Commitment" means the obligation of the Bank,
                  subject to Borrowing Capacity, to make Loans not exceeding an
                  aggregate principal amount of $35,000,000 for all such Loans
                  outstanding at any time, or as set forth in any Notice of
                  Assignment relating to any assignment that has become
                  effective pursuant to Section 12.3.1, as such amount may be
                  modified from time to time pursuant to the terms hereof.
                  Notwithstanding the foregoing, the Bank shall, subject to
                  Borrowing Capacity, make Loans of up to $10,000,000 Dollars in
                  excess of the Commitment based upon availability under the L/C
                  and B/A Facility Limit in an amount sufficient to fully cover,
                  Dollar for Dollar, the amount of any such Loan in excess of
                  the Commitment. Availability under the L/C and B/A Facility
                  Limit shall be reduced, Dollar for Dollar, in an amount equal
                  to any such Loan made by the Bank in excess of the Commitment.
                  Loans of up to $10,000,000 Dollars in excess of the Commitment
                  shall be evidenced by the Borrower Note dated August 3, 2000
                  in the original principal amount of $50,000,000 payable to the
                  Bank and shall be subject to the interest rate provisions and
                  other terms contained in ARTICLE II of the Agreement.

         7. The following sentence is added to the end of the definition for the
            term "Facility Fee" which appears in ARTICLE I:

                           "The Facility Fee shall also be charged against the
                  aggregate outstanding amount of any Loan or Loans made by the
                  Bank in excess of the Commitment, irrespective of Borrowing
                  Capacity or aggregate outstanding Advances."

         8. The definition of "L/C Facility" which appears in ARTICLE I is
            deleted in its entirety and replaced with the following:

                           "L/C and B/A Facility" is defined in Section 2.1.B.




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         9. The definition of "L/C Facility Limit" which appears in ARTICLE I is
            deleted in its entirety and replaced with the following:

                           "L/C and B/A Facility Limit" means the obligation of
                  the Bank pursuant to Section 2.1.B, subject to Borrowing
                  Capacity (dollar for dollar based upon the aggregate stated
                  amount of all such Letters of Credit and Bankers' Acceptances
                  outstanding), to issue Letters of Credit and permit Bankers'
                  Acceptances up to an aggregate stated amount of all such
                  Letters of Credit and Bankers' Acceptances outstanding at any
                  given time of $15,000,000, minus the aggregate outstanding
                  amount of any Loan or Loans made by the Bank in excess of the
                  Commitment based upon availability under the L/C and B/A
                  Facility Limit.

         10. The definition of "Loan Documents" which appears in ARTICLE I is
             deleted in its entirety and replaced with the following:

                           "Loan Documents" means this Agreement, the Notes, the
                  Guarantees, the Pledge Agreements, the Security Agreements,
                  the Mortgages and any Elections to Participate executed by the
                  Borrower, the Borrowing Subsidiaries or any Guarantor in
                  connection herewith.

         11. The following definition for the term "Mortgages" is added to
             ARTICLE I:

                           "Mortgages" mean each Mortgage, Assignment of Leases
                  and Rents, and Security Agreement between the Borrower or any
                  Subsidiary and the Bank relating to the grant of mortgages,
                  assignments and security interests to the Bank in certain real
                  property, personal property or fixtures of the Borrower or any
                  such Subsidiary.

         12. The definition of "Notes" which appears in ARTICLE I is deleted in
             its entirety and replaced with the following:

                           "Notes" means, collectively, the Borrower Note, the
                  Borrowing Subsidiary Note, the Back-Up F/X Demand Note and the
                  Back-Up L/C and B/A Demand Note.

         13. Section 2.1.B is deleted in its entirety and replaced with the
             following:



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                           2.1.B. Letter of Credit/Bankers' Acceptance Facility.
                  From and including the date of this Agreement and prior to the
                  Facility Termination Date, the Bank agrees, on the terms and
                  conditions set forth in this Agreement, upon request of the
                  Borrower, to (i) issue Letters of Credit, subject to the L/C
                  and B/A Facility Limit, with expiration dates of not more than
                  90 days beyond the Facility Termination Date, and (ii) permit
                  Bankers' Acceptances, subject to the L/C and B/A Facility
                  Limit, with expiration dates for Bankers' Acceptances obtained
                  in connection with Letters of Credit issued hereunder, up to
                  an aggregate amount outstanding for such Bankers' Acceptances
                  of up to $3,000,000, of not more than 150 days beyond the
                  Facility Termination Date (the "L/C and B/A Facility").

                           The Letters of Credit shall be issued in accordance
                  with the Bank's customary practices at the time of issuance,
                  utilizing documentation prevailing at such times and, if drawn
                  upon, amounts paid thereon shall be repaid by the Borrower
                  upon demand, in full reimbursement to the Bank of all such
                  amounts drawn upon under any Letter of Credit issued pursuant
                  hereto, and in full payment of any such additional
                  reimbursement obligations as may be contained in any
                  documentation executed by the Borrower in conjunction with the
                  issuance of such Letters of Credit. To the extent repayment of
                  all amounts reimbursable to the Bank for drawings against
                  Letters of Credit is not immediately made, the reimbursement
                  obligations resulting from such drawings shall be evidenced by
                  and subject to the terms of the Back-Up L/C and B/A Demand
                  Note.

                           Bankers' Acceptance Financing shall be in accordance
                  with the Bank's usual and customary terms for the issuance,
                  purchase and resale of Bankers' Acceptances. The L/C and B/A
                  Facility established hereby may be used for the financing of
                  drafts drawn by the Borrower or by the Bank on the Borrower's
                  behalf to meet the requirements of a Bankers' Acceptance. Upon
                  each extension of credit by the Bank to the Borrower pursuant
                  to the Bank's obligation under a Bankers' Acceptance, the
                  Borrower agrees to pay to the Bank agreed upon fees for
                  issuance, plus the Bankers' Acceptances rate then being
                  offered by the Bank upon the discount by the Bank of eligible
                  Bankers' Acceptances for the amount and Bankers' Acceptance
                  Maturity Period. In the event any Bankers' Acceptance remains
                  outstanding beyond the Bankers' Acceptance Maturity Period,
                  the Bank may charge the Borrower's account therefor and such
                  charges shall be deemed to be Advances made under the L/C and
                  B/A Facility and shall be evidenced by and subject to the L/C
                  and B/A Demand Note.

                           Interest on any Advance as a result of failure by the
                  Borrower to immediately satisfy any reimbursement obligation
                  arising as a result of any


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                  Letter of Credit or Bankers' Acceptance issued hereunder, or
                  as a result of any Bankers' Acceptance remaining outstanding
                  beyond the Bankers' Acceptance Maturity Period, shall be
                  evidenced by the Back-Up L/C and B/A Demand Note shall accrue
                  at a rate equal to the Alternate Base Rate plus 2% per annum.

         14. The first three lines of Section 6.1 are deleted in their entirety
             and replaced with the following:

                           "6.1 Financial Reporting. The Borrower will maintain,
                  for itself and each Subsidiary, a system of accounting
                  established and administered in accordance with generally
                  accepted accounting principles, and furnish to the Bank and to
                  LaSalle Bank National Association ("LaSalle Bank"):"

         15. Section 6.1(iii) is deleted in its entirety and replaced with the
             following:

                           "(iii) Together with the financial statements
                  required hereunder, a Compliance Certificate in substantially
                  the form of Exhibit "C" hereto signed by the Borrower's Chief
                  Financial Officer showing the calculations necessary to
                  determine compliance with the requirements of Section 6.12 of
                  this Agreement and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof; and, within 15 days
                  after the end of each month, a Borrowing Base Certificate in
                  the form of Exhibit "C-1" hereto signed by the Borrower's
                  Chief Financial Officer."

         16. The following additional Subsection 7.16 is added to the end of
             ARTICLE VII:

                           7.16 The occurrence of any Event of Default under any
                  of the Mortgages.

         17. By executing this Amendment, the Borrower hereby consents, pursuant
             to Section 12.3.1 of the Credit Agreement, to assignment by the
             Bank to LaSalle Bank of a $10,000,000 Dollar interest in and to the
             Commitment, excluding any Loan or Loans made by the Bank in excess
             of the Commitment.

         18. EXHIBIT "A-4" is deleted in its entirety and replaced by EXHIBIT
             "A-4" attached hereto.

         19. EXHIBIT C-1 attached as a part of the Credit Agreement is deleted
             in its entirety and replaced with EXHIBIT C-1 attached as a part of
             this Amendment.

         20. Except as amended, modified or supplemented by this Amendment, all
             of the terms, conditions, covenants, provisions, representations,
             warranties and



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             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.

         21. 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.

         22. 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.

         23. The Borrower hereby confirms and ratifies the obligations
             established under the Credit Agreement, as amended hereby.

         24. This Amendment is to be governed and construed in accordance with
             the laws of the Commonwealth of Massachusetts.

         25. 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 and the Bank.


                      [SIGNATURES APPEAR ON FOLLOWING PAGE]



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


         WITNESS:                       ENESCO GROUP, INC.



                                        By: /s/ Daniel DalleMolle
                                           -------------------------------------
                                        Print Name:  Daniel DalleMolle
                                                   -----------------------------
                                        Title: Chief Executive Officer
                                              ----------------------------------



                                        By: /s/ Jeffrey W. Lemajeur
                                           -------------------------------------
                                        Print Name: Jeffrey W. Lemajeur
                                                   -----------------------------
                                        Title: Chief Financial Officer
                                              ----------------------------------



                                        FLEET NATIONAL BANK



                                        By: /s/ Sheryl McQuade
                                           -------------------------------------
                                           Its  Vice President

                                           -------------------------------------
                                           Its


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