EXHIBIT 10.3
NINTH AMENDMENT TO AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT
This NINTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of this 14th day of May, 2003, 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 in its capacity as Agent and a Bank ("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, as further amended
by a Seventh Amendment to Amended and Restated Senior Revolving Credit Agreement
dated as of September 7, 2001, and as further amended by an Eighth Amendment to
Amended and Restated Senior Revolving Credit Agreement dated as of May 15, 2002
(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 Xxxx
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 the term "Facility Termination Date" that
appears in ARTICLE I is deleted in its entirety and replaced
with the following:
"Facility Termination Date" means June 16, 2003.
2. 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.
3. 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.
4. 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.
5. 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. This Amendment is to be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.
7. 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 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.
WITNESS: ENESCO GROUP, INC.
/s/ M. Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Print Name: Xxxxxx X. Xxxxxxx
------------------------
Title: Chief Financial Officer and
Treasurer
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By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Print Name: Xxxxxxx X. Xxxxxxx
------------------------
Title: Assistant Treasurer
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FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its Regional President
LASALLE BANK NATIONAL ASSOCIATION
/s/ K. Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------- --------------------------------
Its Vice President
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