8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 8, 2006

Enesco Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

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)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2006, Enesco Group, Inc. (the "Company") acknowledged and agreed to the existence of a default under the Company’s Second Amended and Restated Senior Revolving Credit Agreement, dated as of June 16, 2003, as amended (the "Credit Agreement"), among the Company, certain subsidiaries of the Company, Bank of America, N.A., as agent (the "Agent"), and the lenders party thereto.

The description of the default under Item 2.04 of this Form 8-K and the terms of the agreement attached as Exhibit 10.1 to this Form 8-K are incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The Company has previously disclosed its expectation that it may reach the maximum allowable borrowing capacity under the Credit Agreement. On June 8, 2006, the Company received a notice (the "Notice") from the Agent stating that the Company had exceeded the maximum allowable borrowing capacity under the Credit Agreement without immediate repayment of the excess amount, and that such circumstances constitute a default under the Credit Agreement. A copy of the Notice is attached as Exhibit 10.1 to the Form 8-K and is incorporated by reference herein. For the week ended June 4, 2006, the Company’s actual borrowings exceeded the allowable maximum borrowing capacity under the terms of the Credit Agreement by approximately $1.0 million. The Company does not currently expect to reduce its borrowings below its maximum allowable borrowing capacity.

Although the Notice states that the Agent and the lenders under the Credit Agreement have the right to accelerate payment of the Company’s obliga tions under the Credit Agreement at any time as a result of the default, the Notice does not demand payment of the Company’s obligations under the Credit Agreement and no such request has otherwise been received by the Company. As a result of the default, the Company’s outstanding balances under the Credit Agreement will carry an interest rate higher than the otherwise prevailing interest rate.

The Company currently has a positive consolidated cash balance, and is currently exploring a range of options to improve its cash flow, including implementing an improved worldwide cash management system, and is also pursuing discussions with the Agent to extend credit in excess of the current maximum borrowing base capacity. Although the Company has requested that the Agent and the lenders consider waiving the current default for a period of time and that the Agent and the lenders consider advancing additional amounts under the Credit Agreement, there can be no assurances that the Agent or the lenders will consider the Company’s requests or that the Agent and the lenders will not seek to accelerate the Company’s obligations under the Credit Agreement at any time. Any failure to obtain additional funds under the Credit Agreement or otherwise improve the Company’s cash flow could have a material adverse effect on the Company’s financial condition and results of operations.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1

Notice and letter agreement, dated June 8, 2006, among Bank of America, N.A., as Agent and Lender, Enesco Group, Inc. and the Enesco Group, Inc. subsidiaries named therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Enesco Group, Inc.
June 14, 2006	By:	/s/ Basil Elliott
		Name: Basil Elliott
		Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.1	Notice and letter agreement, dated June 8, 2006, among Bank of America, N.A., as Agent and Lender, Enesco Group, Inc. and the Enesco Group, Inc. subsidiaries named therein.

EX-10.1

[Logo]

June 8, 2006

Enesco Group, Inc.

and each of the borrowing

Subsidiaries under the

Credit Agreement referenced

below

Re: Second Amended and Restated Senior Revolving Credit Agreement dated as of June 16, 2003, among Enesco Group, Inc., the Borrowing Subsidiaries parties thereto, the lenders party thereto, and Bank of America, N.A. (the “Agent”), as Agent for the Lenders, as amended (the “Credit Agreement”).

Ladies and Gentlemen:

Reference is made to the Credit Agreement. Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Credit Agreement.

Section 2.1 of the Credit Agreement provides, among other things, that, (a) if the aggregate amount of the Loans, Letters of Credit and/or Bankers Acceptances exceed the maximum under clause (y) of the definition of Borrowing Capacity, the Borrower shall immediately repay the Loans in an amount sufficient for the Loans, Letters of Credit and Bankers Acceptances not to exceed the maximum under clause (y) of the definition of Borrowing Capacity, and (b) no Loan may be requested if, after giving effect to the making of such Loan, the aggregate amount of Loans, Letters of Credit and Bankers Acceptances, would exceed the Borrowing Capacity. As you know, the aggregate amount of Loans, Letters of Credit and Bankers Acceptances currently exceeds the maximum under clause (y) of the definition of Borrowing Capacity and, accordingly, the Borrower does not have the right to request any additional Loans at this time and the Borrower is required to immediately repay the Loans in an amount sufficient for the Loans, Letter of Credit and Bankers Acceptances not to exceed the maximum under clause (y) of the definition of Borrowing Capacity.

By virtue of the Borrower’s failure to immediately make such payment, a Default exists and the Agent and the Lenders have the right to exercise all of their rights and remedies under the Credit Agreement, the other Loan Documents, and applicable law, including without limitation, the right to accelerate and demand payment in full at any time of the Obligations. You have requested, notwithstanding Section 2.1 of the Credit Agreement and such Default, that the Lenders consider making certain additional Loans to the Borrower and that the Agent and the Lenders consider waiving such Default or forbearing, on terms and conditions to be determined, from exercising such rights and remedies for a period of time.

The Agent and Lenders have advised you that, although we may consider making certain additional Loans to the Borrower, on terms and conditions which must be acceptable to the Agent and the Lenders in our sole and absolute discretion, we are not committing to do so and, if we do consider such request, we are nevertheless not committing to continue to consider it and we are not committing to waive the Default or to forbear from exercising any or all of our rights and remedies at any time, even during any time when we may be discussing making additional Loans to you.

By your acceptance of this letter, you will be acknowledging and agreeing that (a) such Default exists, (b) you have no defense, counterclaim, or right of offset or recoupment against or with respect to your Obligations under the Credit Agreement and other Loan Documents, (c)  the Agent and Lenders are under no obligation to consider or continue to consider Borrower’s request that additional Loans be made or to waive any Default or to forbear from exercising at any time, without notice to you (other than any notice required by law which the law does not permit to be waived by you), any or all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, and that the Agent and Lenders shall therefore have the right to exercise any or all of their rights and remedies at any time, and (d) no commitment or agreement has been made by the Agent or any Lender that is not set forth in writing in the Credit Agreement or the other Loan Documents.

If the foregoing acknowledgements by you are correct and if all the foregoing is acceptable to you, please sign below and promptly return this letter to the Agent.

	Very truly yours, Bank of America, N.A., as Agent and Lender By: /s/ C. Christopher Smith
	Name: C. Christopher Smith Title: Senior Vice President
Acknowledged and agreed to:
Enesco Group, Inc. By: /s/ Charles E. Sanders
Name: Charles E. Sanders Title: Treasurer

Acknowledged and agreed to: 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: Director } Enesco International Ltd. } By: /s/ Charles E. Sanders Name: Charles E. Sanders } Title: Director } Enesco Limited } By: /s/ Charles E. Sanders Name: Charles E. Sanders } Title: Director } Enesco Holdings Limited } By: /s/ Charles E. Sanders Name: Charles E. Sanders Title: Director } Acknowledged and agreed to: Bilston and Battersea Enamels Limited By /s/ Charles E. Sanders Name: Charles E. Sanders Title: Director Acknowledged and agreed to:
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:	Director
Enesco International Ltd.
By: /s/ Charles E. Sanders
Name:	Charles E. Sanders
Title:	Director
Enesco Limited
By: /s/ Charles E. Sanders
Name:	Charles E. Sanders
Title:	Director
Enesco Holdings Limited
By: /s/ Charles E. Sanders
Name:	Charles E. Sanders
Title:	Director
Acknowledged and agreed to:
Bilston and Battersea Enamels Limited
By /s/ Charles E. Sanders
Name: Charles E. Sanders
Title:	Director