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EXHIBIT 10(v)
SECOND AMENDMENT TO AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of this 30th day of November, 2000, 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, and FLEET NATIONAL BANK, a
national banking association (the "Bank").
RECITALS
The Borrower and the Bank 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
November 27, 2000 (the "Credit Agreement") pursuant to which the Bank has
extended certain financial accommodations to the Borrower including those
evidenced by a Borrower Note in the face amount of $50,000,000 dated August 3,
2000. The Borrower has requested and the Bank has agreed to modify the financial
covenant which appears in Section 6.12.4 of the Credit Agreement, 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 Bank agree
that the Credit Agreement is amended as follows:
1. Section 6.12.4 is deleted in its entirety and replaced with the
following:
"6.12.4 Minimum 12 month EBITDA. The Borrower shall have an
EBITDA of not less than $29,000,000 for the fiscal year
ending December 31, 2000. Minimum EBITDA for fiscal periods
ending thereafter shall be established by the Bank within 60
days of fiscal year end 2000 based upon the Borrower's
projections for fiscal year 2001."
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.
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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 performance of the obligations of the Borrower under the Credit
Agreement.
5. The Borrower hereby confirms and ratifies the obligations established
under the Credit Agreement, as amended hereby.
6. This Amendment is to be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.
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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.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Print Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer
By: /s/ Xxxxx Xxxxxxxxx
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Print Name: Xxxxx X. Xxxxxxxxx
Title: CFO
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. XxXxxxx
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Its Vice President
Acknowledged and agreed to, and confirming Guaranty dated August 3, 2000:
ENESCO INTERNATIONAL LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Print Name: Xxxxxxx X . Xxxxxxxx
Title: Treasurer
By: /s/ Xxxxx Xxxxxxxxx
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Print Name: Xxxxx X. Xxxxxxxxx
Title: President
