FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING
CREDIT AGREEMENT (the "Amendment") is made as of this 22nd day of November,
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, the Lenders and
FLEET NATIONAL BANK, a national banking association, as Agent.
RECITALS
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 June 16, 2003, as amended by a First Amendment to Second
Amended and Restated Senior Revolving Credit Agreement dated as of March 5,
2004, as further amended by a Second Amendment to Second Amended and Restated
Senior Revolving Credit Agreement dated as of August 10, 2004, and as further
amended by a Third Amendment to Second Amended and Restated Senior Revolving
Credit Agreement dated as of November 2, 2004 (as the same may be further
amended or restated from time to time, collectively, the "Credit Agreement"),
pursuant to which the Bank has, 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 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 Borrowing Subsidiary Note dated as of March 5, 2004 made by Gregg
Manufacturing, Inc. payable to Fleet in the face amount of $2,500,000, 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"). 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 Borrower and the Bank agree
that the Credit Agreement is amended as follows:
1. The definition of "Applicable Margin" (including the pricing grid
and terms of pricing determination) which appears in ARTICLE I is
deleted in its entirety and replaced with the following:
"Applicable Margin" for LIBOR Advances or Cost of Funds
Advances means two hundred basis points (2.00%). "Applicable
Margin" for Alternate Base Rate Advances means zero basis
points (0.00%).
2. The following definition for the term "Environmental Indemnity
Agreement" is added to ARTICLE I:
"Environmental Indemnity Agreement" means the
Environmental Indemnity Agreement executed by the Borrower in
favor of the Agent in connection with this Agreement.
3. The definition of "Facility Fee" which appears in ARTICLE I is
deleted in its entirety and replaced with the following:
"Facility Fee" means a per annum fee equal to
twenty-five basis points (0.25%) payable quarterly in arrears
by the Borrower to the Lenders on the unused amount of the
Aggregate Commitment, irrespective of Borrowing Capacity or
aggregate outstanding Advances.
4. The following additional subclauses (q) and (r) are added to the end
of the definition of "Ineligible Accounts" which appears in ARTICLE
I:
(q) Any Account due from any Account Debtor not
domiciled and having its principal place of business located
in the United States.
(r) Any Account in which the Agent does not hold a
valid, duly perfected, first priority security interest.
5. 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 Security Agreements, the Mortgages, the
Environmental Indemnity Agreement and any Elections to
Participate executed by the Borrower, the Borrowing
Subsidiaries or any Guarantor in connection herewith.
6. 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 Agent relating to the grant of mortgages,
assignments and security interests to the Agent in certain
real property, personal property or fixtures of the Borrower
or any such Subsidiary as security for the Obligations.
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7. The following definition for the term "Security Agreements" is added
to ARTICLE I:
"Security Agreements" mean the Security Agreements
between the Borrower or any Subsidiary and the Agent relating
to the grant of security interests to the Agent in certain
personal property of the Borrower or any such Subsidiary as
security for the Obligations.
8. 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, the Environmental Indemnity Agreement or under
any of the Security Agreements.
9. 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.
10. 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.
11. 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.
12. The Borrower hereby confirms and ratifies the obligations
established under the Credit Agreement, as amended hereby.
13. This Amendment is to be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts.
14. 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
Guarantor and the Agent.
[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.
ENESCO GROUP, INC.
By: /s/ Cynthia Passmore-McLaughlin
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Print Name: Cynthia Passmore-McLaughlin
Title: President
By: /s/ Charles E. Sanders
------------------------------------
Print Name: Charles E. Sanders
Title: Treasurer
FLEET NATIONAL BANK
By: /s/ Sheryl L. McQuade
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Its Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Hollis J. Griffin, Jr.
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Its Vice President Commercial Banking
Acknowledged and agreed to:
(Guarantor)
ENESCO INTERNATIONAL LTD.
By: /s/ Charles E. Sanders
------------------------------------
Print Name: Charles E. Sanders
Title: Treasurer and Controller
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Acknowledged and agreed to:
(Borrowing Subsidiaries)
ENESCO INTERNATIONAL (H.K.) LIMITED
By: /s/ Charles E. Sanders
-----------------------------------
Print Name: Charles E. Sanders
Title: Director
GREGG MANUFACTURING, INC.
By: /s/ Charles E. Sanders
-----------------------------------
Print Name: Charles E. Sanders
Title: Chief Financial Officer & Treasurer
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