Enesco Group, Inc. (Form: 8-K)

TENTH AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT

This TENTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of December 21, 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 BANK OF AMERICA, N.A. (successor by merger to Fleet National Bank), a national banking association, as Agent.

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 December 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; a Sixth Amendment dated as of March 29, 2005; a Seventh Amendment dated as of May 16, 2005; an Eighth Amendment dated as of July 7, 2005, as amended by a letter agreement dated as of July 28, 2005; and a Ninth Amendment dated as of August 31, 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 December 23, 2005 (i.e. not later than midnight, New York time, on December 23, 2005), of the conditions precedent set forth in Section 2 below, the Credit Agreement is amended as follows:

(a) The following definitions are added in alphabetical order to (or, with respect to terms that were previously defined in the Credit Agreement, amended and restated in their entirety in alphabetical order in) ARTICLE I:

“Commitment” means the obligations of each Lender, subject to Borrowing Capacity, to make Advances not exceeding the aggregate principal amount (or, with respect to Letters of Credit and Bankers’ Acceptances, face amount) outstanding at any time as set forth below, or as set forth in any Notice of Assignment relating to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof:

“Maximum Borrowing Amount” means between the Tenth Amendment Date and January 1, 2007, $68,000,000 for Loans (excluding Letters of Credit and Bankers’ Acceptances) and $7,000,000 for Letters of Credit and Bankers’ Acceptances.

“Tenth Amendment Date” means the date that the Tenth Amendment to this Agreement takes effect.

2.24 Usage Fee and Extension Fees. In addition to the Facility Fee, Commitment Fee, and all other amounts payable hereunder and previously paid hereunder, the Borrower shall pay to the Agent for the account of the Lenders, (a) (i) on the first Business Day in each month, commencing on January 1, 2006 and continuing through and including May 1, 2006, 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, and (ii) on the first Business Day in each month, commencing on June 1, 2006 and continuing until the Facility Termination Date, a fee in the amount of 0.20% (20 basis points) of the highest amount of Loans that were outstanding on any day in the immediately preceding month, (b) on January 1, 2006, a fee in the amount of $75,000, (c) on February 1, 2006, a fee in the amount of $150,000, (d) on March 1, 2006, a fee in the amount of $250,000 (e) on April 1, 2006, a fee in the amount of $275,000, (f) on May 1, 2006, a fee in the amount of $750,000, and (g) on June 1, 2006, a fee in the amount of $750,000, provided that, (i) the fees payable under clauses (b) through (g) of this paragraph will be waived by the Lenders if, prior to January 1, 2006 (i.e. not later than midnight, New York time, on December 31, 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 and the Commitment hereunder is terminated, (ii) the fees payable under clauses (c) through (g) of this paragraph will be waived by the Lenders if, prior to February 1, 2006 (i.e. not later than midnight, New York time, on January 31, 2006), 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 and the Commitment hereunder is terminated, (iii) the fees payable under clauses (d) through (g) of this paragraph will be waived by the Lenders if, prior to March 1, 2006 (i.e. not later than midnight, New York time, on February 28, 2006), 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 and the Commitment hereunder is terminated, (iv) the fees payable under clauses (e) through (g) of this paragraph will be waived by the Lenders if, prior to April 1, 2006 (i.e. not later than midnight, New York time, on March 31, 2006), 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 and the Commitment hereunder is terminated, (v) the fees payable under clauses (f) through (g) of this paragraph will be waived by the Lenders if, prior to May 1, 2006 (i.e. not later than midnight, New York time, on April 30, 2006), 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 and the Commitment hereunder is terminated, and (vi) the fee payable under clause (g) of this paragraph will be waived by the Lenders if, prior to June 1, 2006 (i.e. not later than midnight, New York time, on May 31, 2006), 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 and the Commitment hereunder is terminated.

6.12.3 Minimum EBITDA. The Borrower and its Subsidiaries shall have consolidated EBITDA for the period commencing on January 1, 2006 and ending on the last day of each of the following months that is not less than (i.e. if negative shall not be negative by more than) the following amounts:

6.12.7 Capital Expenditures. During the period commencing on January 1, 2006 and ending on the last day of each of the following months, the Borrower and its Subsidiaries shall not make cumulative capital expenditures (including Capitalized Lease Obligations incurred during such period, whether or not payable in such period) of more than the following amounts:

6.26 Refinancing Efforts. The Borrower will at all times diligently seek to obtain replacement financing the proceeds of which would be used to repay the Obligations in full. The Borrower shall authorize and direct the Borrower’s counsel to update the Agent as and when requested by the Agent regarding the status and projected timing of any such replacement financing. Promptly upon the Agent’s request from time to time, the Borrower shall deliver to the Agent a written report describing in reasonable detail the status of such efforts and all material actions taken in pursuit of such refinancing since the last such report was delivered to the Agent.

(f) The form of Exhibit C-1 (Borrowing Base Certificate) is deleted in its entirety and is replaced with the form of Exhibit C-1 (Borrowing Base Certificate) attached to this Amendment as Exhibit A.

2. The amendments 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 December 23, 2005 (i.e. not later than midnight, New York time, on December 23, 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 counsel for the Agent the amount of their reasonable fees and disbursements owed to such counsel in connection with the Credit Agreement, this Amendment and matters related hereto and thereto, and the Borrower shall have paid the fees and disbursements owed or paid to any appraisers and consultants retained by the Agent in connection with the Credit Agreement and the Loans.

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, the Borrowing Subsidiaries or the Guarantors under the Credit Agreement and the other Loan Documents.

6. Regardless of whether the conditions in Section 2 hereof are satisfied and whether or not the amendments in Section 1 take effect, each of the Borrower, the Borrowing Subsidiaries and the Guarantors hereby confirms and ratifies the Obligations incurred by it under the Credit Agreement and the other Loan Documents, and acknowledges that, as of the date hereof, neither the Borrower, the Borrowing Subsidiaries nor any of the Guarantors has any 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, and the amendments set forth in Section 1 hereof shall take effect on the Amendment Effective Date.

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


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

BANK OF AMERICA, N.A., as Agent and as

lender

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

N.C. CAMERON & SONS LIMITED

By: /s/ Charles E. Sanders

Name: Charles E. Sanders
Title: Treasurer


ENESCO INTERNATIONAL
(H.K.) LIMITED
By: /s/ Charles E. Sanders
Name: Charles E. Sanders
Title: Director

GREGG MANUFACTURING, INC.

By: /s/ Charles E. Sanders

Name: Charles E. Sanders
Title: Treasurer and Chief Financial
Officer


ENESCO INTERNATIONAL LTD. } By: /s/ Charles E. Sanders Name: Charles E. Sanders } Title: Treasurer } ENESCO HOLDINGS LIMITED } By: /s/ Charles E. Sanders Name: Charles E. Sanders } Title: Director } ENESCO LIMITED } By: /s/ Charles E. Sanders Name: Charles E. Sanders } Title: Director } BILSTON & BATTERSEA ENAMELS PLC By: /s/ Lawrence Jennings Name: Lawrence Jennings Title: Director ENESCO INTERNATIONAL LTD.
By:		/s/ Charles E. Sanders
Name: Charles E. Sanders
Title: Treasurer
ENESCO HOLDINGS LIMITED
By:		/s/ Charles E. Sanders
Name: Charles E. Sanders
Title: Director
ENESCO LIMITED
By:		/s/ Charles E. Sanders
Name: Charles E. Sanders
Title: Director
BILSTON & BATTERSEA ENAMELS PLC
By:		/s/ Lawrence Jennings
Name: Lawrence Jennings
Title: Director

Exhibit 99.2

For Immediate Release

Investor Contact: Leigh Parrish
Financial Dynamics
212-850-5651
lparrish@fd-us.com

Media Contact: Donna Shaults
Enesco Group, Inc.
630-875-5464
dshaults@enesco.com

ENESCO GROUP, INC. ANNOUNCES AMENDMENT TO U.S. CREDIT FACILITY
Term Reset Through January 1, 2007

Itasca, Ill. – December 21, 2005 – Enesco Group, Inc. (NYSE: ENC), a leader in the giftware, and home and garden décor industries, today announced the Company signed a tenth amendment to its current U.S. credit facility with Fleet National Bank and LaSalle Bank N.A., effective as of December 21, 2005, to extend its term until January 1, 2007. The original termination date was December 31, 2005.

Enesco signed the tenth amendment to the current credit facility to ensure that the Company has continuous financing as it finalizes the replacement facility with LaSalle.

On December 14, 2005, Enesco signed a commitment letter with LaSalle Business Credit, LLC to arrange a new $75 million senior secured credit facility, which would replace the existing credit facility with Fleet and LaSalle. Under the terms of the commitment letter, the Company must close on the new credit facility on or before January 31, 2006.

Further information can be found in Enesco’s Form 8-K filed today, with the Securities and Exchange Commission on www.sec.gov, or visit www.enesco.com under Investor Relations.

About Enesco Group, Inc.
Enesco Group, Inc. is a world leader in the giftware, and home and garden décor industries. Serving more than 30,000 customers globally, Enesco distributes products to a wide variety of specialty card and gift retailers, home décor boutiques, as well as mass-market chains and direct mail retailers. Internationally, Enesco serves markets operating in the United Kingdom, Canada, Europe, Mexico, Australia and Asia. With subsidiaries located in Europe and Canada, and a business unit in Hong Kong, Enesco’s international distribution network is a leader in the industry. The Company’s product lines include some of the world’s most recognizable brands, including Border Fine Arts, Bratz, Circle of Love, Foundations, Halcyon Days, Heartwood Creek, Jim Shore Designs, Lilliput Lane, Nickelodeon, Pooh & Friends, Walt Disney Classics Collection, and Walt Disney Company, among others. Further information is available on the Company’s web site at www.enesco.com.

This press release contains forward-looking statements, which reflect management’s current assumptions and beliefs and are based on information currently available to management. The Company has tried to identify such forward-looking statements by use of such words as “expects,” “intends,” “anticipates,” “could,” “estimates,” “plans,” and “believes,” and similar expressions, but these words are not the exclusive means of identifying such statements. Such statements are subject to various risks, uncertainties and other factors, which could cause actual results to vary materially from those anticipated, estimated, expected or projected. Important factors that may cause actual future events or results to differ materially and adversely from those described in the forward-looking statements include, but are not limited to: the Company’s success in implementing its comprehensive plan for operating improvement and achieving its goals for cost savings and market share increases; the Company’s success in developing new products and consumer reaction to the Company’s new products; the Company’s ability to secure, maintain and renew popular licenses, particularly our Cherished Teddies, Disney and Heartwood Creek licenses; the Company’s ability to grow revenues in mass and niche market channels; the Company’s ability to comply with covenants contained in its credit facility; the Company’s ability to obtain a new global senior credit facility; changes in general economic conditions, as well as specific market conditions; fluctuations in demand for our products; manufacturing lead times; the timing of orders and shipments and our ability to predict customer demands; inventory levels and purchase commitments exceeding requirements based upon incorrect forecasts; collection of accounts receivable; changes in the regulations and procedures affecting the importation of goods into the United States; changes in foreign exchange rates; price and product competition in the giftware industry; variations in sales channels, product costs or mix of products sold; and, possible future terrorist attacks, epidemics, or acts of war. In addition, the Company operates in a continually changing business environment and does not intend to update or revise the forward-looking statements contained herein, which speak only as of the date hereof. Additional information regarding forward-looking statement risk factors is contained in the Company’s reports and filings with the Securities and Exchange Commission. In light of these risks and uncertainties, the forward-looking statements contained herein may not occur and actual results could differ materially from those set forth herein. Accordingly, you should not rely on these forward-looking statements as a prediction of actual future results.

# # #


Illinois	001-09267	04-1864170
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

225 Windsor Drive, Itasca, Illinois		60143
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Enesco Group, Inc.

December 21, 2005	By:	/s/ Cynthia Passmore-McLaughlin

		Name: Cynthia Passmore-McLaughlin
		Title: President and Chief Executive Officer


Exhibit No.		Description

99.1		Tenth amendment, dated as of December 21, 2005, by and among Enesco Group, Inc., Fleet National Bank and LaSalle Bank, N.A.
99.2		Press Release, dated December 21, 2005, announcing the tenth amendment to the credit facility.


Period Ending		Cumulative Minimum

		EBITDA for Period Commencing

		on January 1, 2006


January 31, 2006 February 28, 2006 March 31, 2006 April 30, 2006 May 31, 2006 June 30, 2006 July 31, 2006 August 31, 2006 September 30, 2006 October 31, 2006 November 30, 2006 December 31, 2006		($3,650,000) ($5,100,000) ($6,150,000) ($9,000,000) ($12,100,000) ($11,200,000) ($9,100,000) ($6,600,000) ($1,650,000) $1,300,000 $2,700,000 $1,650,000


Period Ending		Cumulative Maximum
		Capital Expenditures
		for Period Commencing

		on January 1, 2006


January 31, 2006 February 28, 2006 March 31, 2006 April 30, 2006 May 31, 2006 June 30, 2006 July 31, 2006 August 31, 2006 September 30, 2006 October 31, 2006 November 30, 2006 December 31, 2006		$750,000 $950,000 $1,200,000 $1,400,000 $1,650,000 $1,850,000 $2,050,000 $2,250,000 $2,450,000 $2,650,000 $2,850,000 $3,000,000


Date of Report (Date of Earliest Event Reported):		December 21, 2005


Registrant’s telephone number, including area code:		630-875-5300


Between Tenth Amendment Date and January 1, 2007:

Bank of America, N.A. $40,800,000 Loans $4,200,000 L/C and B/A Facility		LaSalle Bank National Association $27,200,000 Loans $2,800,000 L/C and B/A Facility