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").
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,