EXHIBIT 10.1
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING
CREDIT AGREEMENT (the "Second Amendment") is made as of this 10th day of August,
2004, 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, FLEET NATIONAL
BANK, a national banking association, as Agent and a Lender ("Fleet") and
LaSalle Bank National Association, a national banking association ("LaSalle" and
together with Fleet, the "Lenders").
RECITALS
The Borrower and the Lenders 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 to Second Amended and Restated Senior Revolving
Credit Agreement dated as of March 5, 2004 (the "First Amendment" and
collectively, the "Credit Agreement"), pursuant to which the Lenders have
extended certain financial accommodations to the Borrower including those
evidenced by a Borrower Note in the face amount of $25,000,000 payable to Fleet,
a Borrower Note in the face amount of $15,000,000 payable to LaSalle, a Back-Up
L/C and B/A Demand Note in the face amount of $10,000,000 payable to Fleet and a
Back-Up F/X Demand Note in the face amount of $10,000,000 payable to Fleet, all
such promissory notes dated as of June 16, 2003, a Borrowing Subsidiary Note
dated as of September 10, 2003 made by Enesco International (H.K.) Limited
payable to Fleet in the face amount of $5,000,000, a Borrower Term Note in the
face amount of $5,390,000 payable to Fleet and a Borrower Term Note in the face
amount of $2,310,000 payable to LaSalle, both such term notes dated as of March
5, 2004 (all of which notes are collectively hereinafter referred to as the
"Notes"). The Borrower and the Lenders have agreed to further modify the terms
and provisions of the Credit Agreement and to ratify and confirm that all
Obligations of the Borrower to the Lenders continue to be evidenced by the Loan
Documents, all as more fully described and set forth hereinbelow. Capitalized
terms not otherwise defined in this Second 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 Lenders agree
that the Credit Agreement is amended as follows:
1. SECTION 2.23 is amended by adding the following sentence to the
end of such section as follows:
In addition to and notwithstanding the foregoing, the Borrower
shall pay a Commitment Fee of $50,000 to the Agent for the account
of the Lenders, payable
in full and fully earned upon execution of the Second Amendment to
Second Amended and Restated Senior Revolving Credit Agreement
dated as of August 10, 2004.
2. The first sentence of SECTION 5.7 is deleted in its entirety and
replaced with the following:
5.7. Litigation and Contingent Obligations. Except as
disclosed on Schedule 5.7 attached hereto, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of any of their officers, threatened
against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect.
3. A new SECTION 6.12.6 is added as follows:
6.12.6. Annual Paydown Period. On or before December 31,
2004, and at least once during each calendar year thereafter, the
aggregate outstanding balance of all revolving Loans pursuant to
the Commitment under Section 2.1 shall not exceed $30,000,000 for
a period of 30 consecutive days.
4. The amount of the Commitment under Section 2.1 of each Lender,
subject to Borrowing Capacity, to make revolving Loans as
reflected in the Credit Agreement opposite the signature of each
Lender is temporarily increased, through December 31, 2004, to
that amount set forth opposite the signature of each Lender on
this Second Amendment. Following December 31, 2004, the amount of
the Commitment of each Lender to make revolving Loans under
Section 2.1 shall revert back to that amount set forth in the
First Amendment as in effect prior to the date of this Second
Amendment.
5. The Borrower shall promptly pay all reasonable costs and expenses
incurred by the Agent on behalf of the Lenders in connection with
the preparation and execution of this Second Amendment and all
other documents executed in connection herewith.
6. EXHIBIT "A-1" is deleted in its entirety and replaced with EXHIBIT
"A-1" attached hereto.
7. EXHIBIT C attached as a part of the Credit Agreement is deleted in
its entirety and replaced with EXHIBIT C attached as a part of
this Second Amendment.
8. 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 Second Amendment.
9. Schedule 5.7 attached hereto is added to the Credit Agreement.
10. Except as amended, modified or supplemented by this Second
Amendment, all of the terms, conditions, covenants, provisions,
representations, warranties and conditions of the Credit
Agreement, the Notes and other Loan Documents shall remain in full
force and effect and are hereby acknowledged, ratified, confirmed
and continued as if fully restated hereby.
11. 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, the
Notes and other Loan Documents.
12. It is the intention of the parties hereto that this Second
Amendment shall not constitute a novation and shall in no way
adversely affect or impair the validity or priority of any lien on
any collateral granted, pledged or mortgaged as security for the
payment and performance of the liabilities and obligations of the
Borrower under the Credit Agreement, the Notes or other Loan
Documents.
13. The Borrower hereby confirms and ratifies the obligations
established under the Credit Agreement, the Notes and other Loan
Documents, as amended hereby, and the continuing and continuous
security interests, pledges and mortgages in, of and to any and
all collateral granted pursuant to the Credit Agreement and other
Loan Documents.
14. This Second Amendment is to be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
15. This Second 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 Second
Amendment by signing any such counterpart. This Second Amendment
shall be effective when it has been executed by the Borrower and
the Lenders.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the foregoing Second Amendment has been executed as
an instrument under seal as of the date first above written.
ENESCO GROUP, INC.
By: /s/ Thomas F. Bradley
-------------------------------------
Print Name: Thomas F. Bradley
----------------------------
Title: Interim CEO and Chief
Financial Officer
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By: /s/ Charles E. Sanders
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Print Name: Charles E. Sanders
----------------------------
Title: Treasurer
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COMMITMENTS: FLEET NATIONAL BANK
- -----------
$30,000,000 Loans
10,000,000 L/C and B/A Facility
5,390,000 Term Loan By: /s/ Sheryl L. McQuade
- ----------- -------------------------------------
$45,390,000 Total Its Vice President
COMMITMENTS: LASALLE BANK NATIONAL ASSOCIATION
- -----------
$20,000,000 Loans
0 L/C and B/A Facility
2,310,000 Term Loan By: /s/ Hollis J. Griffin, Jr.
- ----------- -------------------------------------
$22,310,000 Total Its Vice President Commercial
Banking
Acknowledged and agreed to:
(Borrowing Subsidiaries)
ENESCO INTERNATIONAL (H.K.) LIMITED
By: /s/ Charles E. Sanders
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Charles E. Sanders, Director
GREGG MANUFACTURING, INC.
By: /s/ Charles E. Sanders
-------------------------------------
Charles E. Sanders,
Treasurer