<PAGE>
                                                                    Exhibit 10.1


                    EIGHTH AMENDMENT TO AMENDED AND RESTATED
                        SENIOR REVOLVING CREDIT AGREEMENT


         This EIGHTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of this 15th day of May, 2002, 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, 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, as further amended by a Fifth
Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of
June 18, 2001, as further amended by a Sixth Amendment to Amended and Restated
Senior Revolving Credit Agreement dated as of August 2, 2001, and as further
amended by a Seventh Amendment to Amended and Restated Senior Credit Agreement
dated as of September 7, 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 26, 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. Payment and performance of all Obligations of the
Borrower to the Banks are secured by a Security Agreement dated April 6, 2001
(the "Security Agreement"), by a certain Mortgage, Assignment of Leases and
Rents and Security Agreement dated June 18, 2001 with respect to certain
properties located in DuPage County and Cook County, Illinois (the "Mortgages")
and by the other Loan Documents (as defined in the Credit Agreement). The
Borrower and the Banks 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 Banks continue to be evidenced and secured by the Loan
Documents, all 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 "Applicable Margin" which appears in ARTICLE I
              is deleted in its entirety and replaced with the following:




<PAGE>

         "Applicable Margin" means (i) that number of basis points over the
LIBOR Base Rate, the Cost of Funds or the Alternative Base Rate, as applicable,
and (ii) the Facility Fee, (both (i) and (ii) as determined based upon the
Borrower's year to date Consolidated Operating Profit in accordance with the
pricing grid which appears below):


<TABLE>
<CAPTION>
                           Level 1       Level 2              Level 3              Level 4
                           -------       -------              -------              -------
<S>                        <C>           <C>                  <C>                  <C>
Year to Date               Less than     Greater than or      Greater than         Greater than or
Consolidated               $0 million    or equal to $0       or equal to $5       equal to $8.7
Operating Profit                         million to Less      million to Less      million
                                         than $5 million      than $8.7 million


Facility Fee               25 bps           25 bps            20 bps               20 bps

LIBOR Base Rate            175 bps          150 bps           125 bps              100 bps

Cost of Funds              175 bps          150 bps           125 bps              100 bps

Alternate Base Rate        0 bps            0 bps             0 bps                0 bps

</TABLE>

*bps = basis points



The Applicable Margin shall be established by the Banks based upon the
Borrower's year to date Consolidated Operating Profit as of the date of a
request for an Advance or as of the date of continuation or conversion of any
outstanding Advance pursuant to Section 2.9, as the case may be, using the
Borrower's most recently delivered financial statement under Section 6.1, with
such Applicable Margin remaining in effect until expiration of any applicable
Interest Period. Pricing, effective May 15, 2002, shall be in accordance with
Level 3 and shall be subject to change upon receipt by the Banks of the
Borrower's financial statements for the quarterly periods ending September 30,
2002, December 31, 2002 and March 30, 2003, respectively.

         2.   The definition of "Borrowing Capacity" which appears in ARTICLE I
              is deleted in its entirety and replaced with the following:

                    "Borrowing Capacity" means the lesser of:

                         (x)  Fifty Million Dollars ($50,000,000), or

                         (y)  the sum of (i) eighty percent (80%) of Accounts
                              Receivable of the Borrower, which Accounts
                              Receivable are not Ineligible Accounts of the
                              Borrower, plus (ii) eighty percent (80%) of the
                              current market value of the property in which the
                              Banks hold a first priority mortgage or security
                              interest pursuant to the Mortgages, or
                              $19,400,000, such current market value to be
                              subject to adjustment in the commercially
                              reasonable discretion of the Banks for
                              environmental, title or other matters which may
                              affect such current market value.




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<PAGE>

         3.   The definition of "Commitment" which appears in ARTICLE I is
              deleted in its entirety and replaced with the following:

                   "Commitment" means the obligation of the Banks, subject to
              Borrowing Capacity, to make Loans not exceeding an aggregate
              principal amount of $40,000,000 for all such Loans outstanding at
              any time, or as set forth in any Notice of Assignment relating to
              any assignment that has become effective pursuant to Section
              12.3.1, as such amount may be modified from time to time pursuant
              to the terms hereof. Notwithstanding the foregoing, Fleet shall,
              subject to Borrowing Capacity, make Loans of up to $5,000,000
              Dollars in excess of the Commitment based upon availability under
              the L/C and B/A Facility Limit in an amount sufficient to fully
              cover, Dollar for Dollar, the amount of any such Loan in excess of
              the Commitment. Availability under the L/C and B/A Facility Limit
              shall be reduced, Dollar for Dollar, in an amount equal to any
              such Loan made by Fleet in excess of the Commitment. Loans of up
              to $5,000,000 Dollars in excess of the Commitment shall be
              evidenced by the Borrower Note dated August 3, 2000 in the
              original principal amount of $50,000,000 payable to Fleet and
              shall be subject to the interest rate provisions and other terms
              contained in ARTICLE II of the Agreement.

         4.   The following definition is added to ARTICLE I:

                   "Consolidated Scheduled Principal Payments" means, as of the
              date of any determination thereof, the amount of scheduled
              principal payments shown on the consolidated balance sheet of the
              Borrower and its Subsidiaries on and as of such date, determined
              on a consolidated bases in accordance with Agreement Accounting
              Principles.

         5.   The definition of "EBITDA" which appears in ARTICLE I is deleted
              in its entirety and replaced with the following:

                   "EBITDA" means, as of the date of any determination thereof,
              Consolidated Operating Profit for such period, plus Consolidated
              Depreciation, plus Consolidated Amortization.

         6.   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 May 15, 2003.

         7.   The definition of "L/C and B/A Facility Limit" which appears in
              ARTICLE I is deleted in its entirety and replaced with the
              following:

                   "L/C and B/A Facility Limit" means the obligation of Fleet
              pursuant to Section 2.1.B, subject to Borrowing Capacity (dollar
              for dollar based upon the aggregate stated amount of all such
              Letters of Credit and Bankers' Acceptances outstanding), to issue
              Letters of Credit and permit Bankers' Acceptances




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<PAGE>

              up to an aggregate stated amount of all such Letters of Credit and
              Bankers' Acceptances outstanding at any given time of $10,000,000,
              minus the aggregate outstanding amount of any Loan or Loans made
              by the Banks in excess of the Commitment based upon availability
              under the L/C and B/A Facility Limit. Notwithstanding the
              foregoing, Fleet shall, subject to Borrowing Capacity, issue
              Letters of Credit and permit Bankers' Acceptances of up to
              $5,000,000 in excess of the L/C and B/A Facility Limit based upon
              availability under the Commitment in an amount sufficient to fully
              cover, Dollar for Dollar, the amount of any such Letter of Credit
              or Bankers' Acceptance in excess of the L/C and B/A Facility
              Limit. Availability under the Commitment shall be reduced, Dollar
              for Dollar, in an amount equal to any such Letter of Credit issued
              or Bankers' Acceptance permitted by Fleet in excess of the L/C and
              B/A Facility Limit. Obligations of up to $5,000,000 in excess of
              the L/C and B/A Facility Limit shall be evidenced by the Back-Up
              L/C and B/A Demand Note dated June 18, 2001 in the original
              principal amount of $15,000,000 payable to Fleet.

         8.   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 Letter of Credit 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 of not more than 90 days beyond the Facility
              Termination Date, and with any such Bankers' Acceptances obtained
              in connection with Letters of Credit issued hereunder having
              expiration dates of not more than 150 days beyond the Facility
              Termination Date (the "L/C and B/A Facility").

         9.   Subsection 6.1(xv) is deleted in its entirety and replaced with
              the following:

                   (xv) within 30 days after the close of each fiscal quarter of
              the Borrower, a complete schedule of Inventory of the Borrower by
              location, and including a summary of the inventory reserve, all in
              form and substance acceptable to the Bank, and certified as true
              and correct by the Chief Financial Officer or the Assistant
              Treasurer of the Borrower.

         10.  An additional subsection 6.1(xvi) is added to the end of Section
              6.1 as follows:

                   (xvi) within 15 days following the end of each month, a
              Borrowing Base Certificate in the form of Exhibit C-1 hereto
              showing the calculations necessary to determine Borrowing Capacity
              signed by the Borrower's Chief Financial Officer or the Assistant
              Treasurer.




                                       4
<PAGE>

         11.  Section 6.12.1 is deleted in its entirety and replaced with the
              following:

                   6.12.1. Fixed Charge Coverage Ratio. The Borrower shall
              maintain a Fixed Charge Coverage Ratio of not less than 1.25 to
              1.00 as of the fiscal quarter ending September 30, 2002, and not
              less than 2.25 to 1.00 as of the fiscal year ending December 31,
              2002, with such Fixed Charge Coverage Ratio to be calculated on a
              year to date basis. For the purposes of this covenant: (1) the
              term "Fixed Charge Coverage Ratio" means the ratio of (i) the
              Borrower's year to date Consolidated Operating Profit, plus
              Consolidated Depreciation, plus Consolidated Amortization, minus
              Consolidated Capital Expenditures, minus dividends paid by the
              Borrower; to (ii) the Borrower's Consolidated Interest Expense,
              plus the Borrower's Consolidated Scheduled Principal Payments for
              such period.

         12.  Section 6.12.2 is deleted in its entirety and replaced with the
              following:

                   6.12.2. Funded Debt/EBITDA Ratio. The Borrower shall maintain
              a ratio of funded Consolidated Indebtedness, excluding Letters of
              Credit issued in the ordinary course of business, to the
              Borrower's EBITDA for the four most recent consecutive fiscal
              quarters ending June 30, 2002 of not greater than 2.75 to 1.00,
              for the four most recent consecutive fiscal quarters ending
              September 30, 2002 of not greater than 3.75 to 1.00, and for the
              four most recent consecutive fiscal quarters ending December 31,
              2002 of not greater than 1.75 to 1.00. For the purposes of
              calculation of this covenant for the fiscal quarters ending June
              30, 2002 and September 30, 2002, the $8,700,000 inventory
              write-down taken by the Borrower during fiscal year 2001 shall be
              excluded from the calculation of the Consolidated Operating Profit
              component of EBITDA.

         13.  Section 6.12.3 is deleted in its entirety and replaced with the
              following:

                   6.12.3. Minimum Year to Date Operating Profit (Loss). The
              Borrower shall have a minimum year to date Consolidated Operating
              Profit (Loss) for the six month period ending June 30, 2002 of not
              more than ($3,000,000), for the nine month period ending September
              30, 2002 of not less than $3,200,000, and for the fiscal year
              ending December 31, 2002 of not less than $5,500,000.

         14.  Section 6.12.5 is deleted in its entirety and replaced with the
              following:

                   6.12.5. Consolidated Total Assets/Revenues Limitation. At no
              time shall more than forty percent (40%) in the aggregate of the
              Borrower's Consolidated Total Assets be owned by Subsidiaries, or
              more than forty percent (40%) in the aggregate of the Borrower's
              Consolidated Total Revenue be generated by Subsidiaries unless
              such Subsidiaries have either guaranteed the Obligations or, in
              the case of Foreign Subsidiaries, not less than sixty-five (65%)
              of the total issued and outstanding capital stock of such Foreign
              Subsidiaries has been pledged to the Bank as security for the
              Obligations upon terms acceptable to the Bank.




                                       5
<PAGE>

         15.  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 Amendment.

         16.  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.

         17.  The Borrower shall pay to the Banks upon execution of this
              Amendment an up front fee of $40,000 in connection with extension
              of the credit facilities, and all other reasonable costs and
              expenses, including attorneys' fees, incurred by the Banks in
              connection with the preparation and execution of this Amendment.

         18.  The Borrower and Enesco plc have requested and the Banks have
              agreed to release the Shares (of Enesco plc) as defined in that
              certain Shares Mortgage dated August 23, 2000 between the Borrower
              and the Banks upon execution of this Amendment by the Borrower and
              the Banks, and payment by the Borrower of all fees and expenses as
              provided for hereunder.

         19.  By executing this Amendment, the Borrower hereby consents to
              amendment of the assignment by Fleet to LaSalle with respect to
              any Loan or Loans made by the Banks in excess of the Commitment,
              or with respect to any Letter of Credit or Bankers' Acceptance or
              Letters of Credit or Bankers' Acceptances made by Fleet in excess
              of the L/C and B/A Facility Limit.

         20.  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.

         21.  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.

         22.  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 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 and other Loan Documents.

         23.  The Borrower hereby confirms and ratifies the obligations
              established under the Credit Agreement and other Loan Documents,
              as amended hereby, and the continuing and continuous security
              interests, pledges and mortgages in, of and to all collateral
              granted pursuant to the Credit Agreement and other Loan Documents.


                                       6
<PAGE>

         24.  This Amendment is to be governed and construed in accordance with
              the laws of the Commonwealth of Massachusetts.

         25.  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 THE FOLLOWING PAGE]


                                       7
<PAGE>


         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: President and 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: /s/ Tracy L. Harper
-------------------------                   ------------------------------------
                                            Its  Assistant Vice President



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