exv10w9



 






Exhibit 10.9




September 29, 2005




Enesco Group, Inc.

225 Windsor Drive

Itasca, IL 60143-1225




Ladies and Gentlemen:




     Reference is made to that certain Ninth Amendment to Second Amended and Restated Senior
Revolving Credit Agreement dated as of August 31, 2005 (the “Amendment”) by and among you, the
Borrowing Subsidiaries, the Guarantors, the Lenders, and Agent, amending certain terms and
provisions of the Credit Agreement (as defined in the Amendment). All capitalized terms used
herein and not otherwise defined herein, shall have their meanings as defined in the Credit
Agreement.



     The parties agree that (i) the references to “twenty-one (21)” and to “thirty (30)” in
Sections 6.28 and 6.30 of the Credit Agreement are deleted and replaced with references to “forty
(40)” and “fifty-one (51)”, respectively.



     Each of the Borrower, the Borrowing Subsidiaries and the Guarantors hereby confirms and
ratifies the Obligations incurred by it under the Credit Agreement and the other Loan Documents,
and acknowledges that, as of the date hereof, neither the Borrower, the Borrowing Subsidiaries nor
any of the Guarantors has any defense, offset, counterclaim, or right of recoupment against the
Agent or any Lender with respect to any of such Obligations or any other matter.



     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 or electronic transmission 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,



BANK OF AMERICA, N.A., as Agent and as Lender

 	 
	 	By	 	/s/ C. Christopher Smith
 	 
	 	 	 	C. Christopher Smith 	 
	 	 	 	Its Senior Vice President 	 
	 



	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By	 	/s/ J. Eric Bergren  	 
	 	 	 	J. Eric Bergren 	 
	 	 	 	Its First Vice President 	 
	 



Reviewed and Agreed to:




	 	 	 	 	 
	ENESCO GROUP, INC.

 	 
	By:  	/s/ Cynthia Passmore-McLaughlin
 	 
	 	 	Name:  	Cynthia Passmore-McLaughlin 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	By:  	                     /s/ Charles E. Sanders
 	 
	 	 	Name:  	Charles E. Sanders 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	N.C. CAMERON & SONS LIMITED

 	 
	By:  	                     /s/ Charles E. Sanders
 	 
	 	 	Name:  	Charles E. Sanders 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	ENESCO INTERNATIONAL LTD.

 	 
	By:  	                     /s/ Charles E. Sanders
 	 
	 	 	Name:  	Charles E. Sanders 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	ENESCO INTERNATIONAL (H.K.) LIMITED

 	 
	By:  	/s/ Charles E. Sanders
 	 
	 	 	Name:  	Charles E. Sanders 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	GREGG MANUFACTURING, INC.

 	 
	By:  	/s/ Charles E. Sanders
 	 
	 	 	Name:  	Charles E. Sanders 	 
	 	 	Title:  	Treasurer and Chief Financial Officer 	 
	 



	 	 	 	 	 
	ENESCO HOLDINGS LIMITED

 	 
	By:  	/s/ Charles E. Sanders
 	 
	 	 	Name:  	Charles E. Sanders 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	ENESCO LIMITED

 	 
	By:  	/s/ Charles E. Sanders
 	 
	 	 	Name:  	Charles E. Sanders 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	BILSTON & BATTERSEA ENAMELS PLC

 	 
	By:  	/s/ Lawrence Jennings
 	 
	 	 	Name:  	Lawrence Jennings 	 
	 	 	Title:  	Director