EXHIBIT 10
As of February 16, 2005
Enesco Group, Inc.
225 Windsor Drive
Itasca, IL 60143-1225
Attention: Charles E. Sanders
Dear Chuck:
Reference is made to that certain Fifth Amendment to Second Amended and
Restated Senior Revolving Credit Agreement dated as of January 28, 2005 (the
"Credit Agreement") by and among you, 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 Agent. All capitalized terms used herein and
not otherwise defined herein, shall have their meanings as defined in the Credit
Agreement.
You have requested the Lenders to, and the Lenders have agreed to,
delete the reference to "ten days" which appears in clause (iii) (B) of the
definition of "Eligible Inventory" in Article I of the Credit Agreement and
replace it with "31 days".
This agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts (without regard to its conflicts
of laws or choice of law principles). This agreement 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 amendment by signing
any such counterpart. A facsimile of an executed counterpart shall have the same
effect as the original executed counterpart.
Please confirm that the foregoing sets forth the entire agreement among
the parties hereto with respect to the matters set forth herein by signing and
returning this letter to the attention of the undersigned. You should retain a
copy of this letter for your records. Until such time as a fully executed
original of this letter is received by the undersigned, the agreements herein
shall be of no force or effect. Except as expressly amended herein, the Credit
Agreement shall remain in full force and effect.
Very truly yours,
FLEET NATIONAL BANK
By /s/ C. Christopher Smith
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C. Christopher Smith
Its Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION
By /s/ Hollis J. Griffin
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Hollis J. Griffin
Its First Vice President
Reviewed and Agreed to:
ENESCO GROUP, INC.
By: /s/ Paula E. Manley
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Name: Paula E. Manley
Title: Chief Financial Officer
By: /s/ Charles E. Sanders
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Name: Charles E. Sanders
Title: Treasurer
ENESCO INTERNATIONAL LTD.
By: /s/ Charles E. Sanders
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Name: Charles E. Sanders
Title: Treasurer
ENESCO INTERNATIONAL (H.K.) LIMITED
By: /s/ Charles E. Sanders
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Name: Charles E. Sanders
Title: Director
GREGG MANUFACTURING, INC.
By: /s/ Charles E. Sanders
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Name: Charles E. Sanders
Title: Treasurer