##### 



EXHIBIT 10.1  THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING
CREDIT AGREEMENT (the Third Amendment) is made as of this 2nd 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,
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, and as further amended by a Second
Amendment to Second Amended and Restated Senior Revolving Credit Agreement
dated as of August 10, 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 Third 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.
    
    A definition for the term Inventory is added to ARTICLE I
as follows: Inventory means and includes all present and future Inventory as
defined in the Uniform Commercial Code, excluding raw materials,
work in process, and all materials used or consumed in the Debtors
business; all such Inventory as now owned or hereafter acquired,
anywhere located including, without limitation, with




---



##### 



manufacturers or at warehouses, including any such returned or
repossessed inventory or any such inventory in transit, all
products of the accessions to such inventory, and all documents of
title, whether negotiable or non-negotiable, representing any of
the foregoing.  2.
    
    ARTICLE V-Ais amended by adding a new Section 5A-9as
follows: 5A.9 Financial Results. The preliminary financial
results of the Borrower for the fiscal period ending
September 30, 2004 delivered by the Borrower to the Agent on
October 28, 2004 are the financial results that shall be
reported in the Borrowers 10-Q Report scheduled to be filed
on November 5, 2004 with the Securities Exchange Commission.  3.
    
    ARTICLE VIis amended by adding a new Section 6.21as
follows: 6.21. Covenants Related to Default Waivers. In
consideration of waiver by the Lenders of certain defaults by
the Borrower under Section 6.12.1 and 6.12.2 of this
Agreement as of September 30, 2004 (the Financial Covenant
Defaults), the Borrower agrees as follows: (i) The Borrower shall, on or before November 15,
2004, grant to the Agent on behalf of the Lenders a
security interest in the Borrowers Account Receivable
and Inventory and a mortgage on the real estate owned
by the Borrower located at 225 Windsor Drive, Itasca,
Illinois and One Enesco Plaza, Elk Grove Village,
Illinois (the Elk Grove Property), as security for
the payment and performance of all Obligations,
pursuant to Loan Documents in form and substance
acceptable to the Lenders in all respects. (ii) Notwithstanding the pricing grid set forth in
the definition of the term Applicable Margin in
ARTICLE I of this Agreement, the Applicable Margin for
all LIBOR Advances or Cost of Funds Advances shall be
200 basis points. (iii) The Borrower shall pay to the Agent on
behalf of the Lenders a default fee equal to one-eighth
of one percent (0.125%) of aggregate total of the
Lenders respective Commitments, the L/C and B/A
Facility Limit and the Lenders respective Term Loan
Commitments, or $84,671.88 upon waiver by the Lenders
of the Financial Covenant Defaults. (iv) The definition of and requirements related to
Borrowing Capacity shall, on or before November 15,
2004, be amended to include amounts outstanding under
the Term Loan Commitments, and advance rates for
Accounts Receivable and




---



##### 



Inventory shall be based upon an updated field
examination of Borrower operations and real estate
appraisals of Borrowers properties to be undertaken by
the Agent at the expense of the Borrower. (v) The Borrower shall, on or before December 20,
2004, pay to the Agent on behalf of the Lenders all
proceeds, net of ordinary and necessary closing costs,
related to sale by the Borrower of the Elk Grove
Property. (vi) Notwithstanding Section 6.12.5 of this
Agreement, the Borrower and Agent shall, on or before
November 22, 2004, agree to revised financial covenants
for fiscal periods ending December 31, 2004 and
thereafter. (vii) The Borrower shall furnish to the Agent, on
or before November 22, 2004, (a) consolidated cash flow
forecasts through the fiscal year ending December 31,
2004 and for the first quarter ending March 31, 2005,
and on or before November 15, 2004, (b) copies of
McKensie reports and (c) progress reports on the
PeopleSoft resolution project, all in form and
substance acceptable to the Lenders in all respects.  4.
    
    Section 7.3is deleted in its entirety and replaced with the
following: 7.3. The breach by the Borrower of any of the terms or
provisions of Sections 6.2, 6.3, 6.10, 6.11, 6.12 or 6.21.  5.
    
    Except as amended, modified or supplemented by this Third
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.6.
    
    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.7.
    
    It is the intention of the parties hereto that this Third
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.8.
    
    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.  9.
    
    This Third Amendment is to be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.10.
    
    This Third 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 Third
Amendment by signing any such counterpart. This Third Amendment
shall be effective when it has been executed by the Borrower and the
Lenders. IN WITNESS WHEREOF, the foregoing Third Amendment has been executed as an
instrument under seal as of the date first above written. ENESCO GROUP, INC.By:
    /s/ George R. DitomassiPrint
Name:   George R. DitomassiTitle:   Interim Chief Executive OfficerBy:
    /s/ Charles E. SandersPrint
Name:   Charles E. SandersTitle:
    
    TreasurerFLEET NATIONAL BANKBy:
    /s/ Sheryl L. McQuadeIts Senior Vice PresidentLASALLE BANK NATIONAL ASSOCIATIONBy:
    /s/ Hollis J. GriffinIts Senior Vice President




---



##### 



Acknowledged and agreed to:
(Guarantor) ENESCO INTERNATIONAL LTD.By:
    /s/ Charles E. SandersPrint
Name:   Charles E. SandersTitle:
    
    Treasurer
 Acknowledged and agreed to:
(Borrowing Subsidiaries) ENESCO INTERNATIONAL (H.K.) LIMITEDBy:
    /s/ Charles E. SandersPrint
Name:   Charles E. SandersTitle:
    
    DirectorGREGG MANUFACTURING, INC.By:
    /s/ Charles E. SandersPrint
Name:   Charles E. SandersTitle:
    
    Treasurer