1
EXHIBIT 10.5
SIXTH AMENDMENT TO AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT
This SIXTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of this 2nd day of August, 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 ("Fleet") and LaSalle Bank National Association
("LaSalle" and together with Fleet, the "Banks").
RECITALS
The Borrower and the Banks 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, as
further amended by a Fourth Amendment to Amended and Restated Senior Revolving
Credit Agreement dated as of April 6, 2001, and as further amended by a Fifth
Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of
June 18, 2001 (the "Credit Agreement"), pursuant to which the Banks have
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 payable to Fleet, a Borrower Note dated June 18, 2001 in the face
amount of $10,000,000 payable to LaSalle, a Back-Up L/C and B/A Demand Note
dated June 18, 2001 in the face amount of $15,000,000 payable to Fleet and a
Back-Up F/X Demand Note dated November 27, 2000 in the face amount of
$10,000,000 payable to Fleet. The Borrower and the Banks 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 Banks agree
that the Credit Agreement is further amended as follows:
1. The definition of "Facility Termination Date" which appears in
ARTICLE I is deleted in its entirety and replaced with the
following:
"Facility Termination Date" means September 7, 2001.
2
2. The first paragraph of Section 2.1.B is deleted in its entirety and
replaced with the following:
2.1.B. Letter of Credit/Bankers' Acceptance Facility.
From and including the date of this Agreement and prior to the
Facility Termination Date, Fleet 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 $5,000,000, of not more than 150 days beyond the
Facility Termination Date (the "L/C and B/A Facility").
3. 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.
4. 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.
5. 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.
6. 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.
7. The Borrower hereby confirms and ratifies the obligations
established under the Credit Agreement, as amended hereby.
8. This Amendment is to be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts.
9. 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 Banks.
[SIGNATURES ON FOLLOWING PAGE]
3
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
LASALLE BANK NATIONAL ASSOCIATION
By: Tracy L. Harper
-------------------------------
Its Assistant Vice President