NINTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT

Exhibit 99.1

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR REVOLVING CREDIT AGREEMENT

This NINTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of August 31, 2005, 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, the Guarantors, the Lenders, and BANK OF AMERICA, N.A. (successor by merger to Fleet National Bank) , a national banking association, as Agent.

RECITALS

The Borrower, the Borrowing Subsidiaries, the Lenders and the Agent 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 dated as of March 5, 2004; a Second Amendment dated as of August 10, 2004; a Third Amendment dated as of November 2, 2004; a Fourth Amendment dated as of November 22, 2004; a Fifth Amendment dated as of January 28, 2005, as amended by a letter agreement dated as of February 7, 2005; a Sixth Amendment dated as of March 29, 2005; a Seventh Amendment dated as of May 16, 2005; and an Eighth Amendment dated as of July 7, 2005, as amended by a letter agreement dated as of July 28, 2005 (as the same may be further amended or restated from time to time, collectively, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit facilities available to the Borrower and the Borrowing Subsidiaries including those evidenced by the Notes executed and delivered pursuant to the Credit Agreement. The parties hereto have agreed to further modify the Credit Agreement as set forth herein. All capitalized terms used herein and not otherwise defined herein 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 parties agree as follows:

1. Upon satisfaction in full, on or prior to August 31, 2005 (i.e. not later than midnight, New York time, on August 31, 2005), of the conditions precedent set forth in Section 2 below, the Credit Agreement is amended as follows:

(a) The following definitions are added in alphabetical order to (or, with respect to terms that were previously defined in the Credit Agreement, amended and restated in their entirety in alphabetical order in) ARTICLE I :

“Borrowing Capacity” means the lesser of:

(x) the Maximum Borrowing Amount, and

(y) the sum of (i) eighty-five percent (85%) of Accounts Receivable of the Borrower, Gregg, the Canadian Subsidiary, the Hong Kong Subsidiary and the U.K. Credit Parties which are not Ineligible Accounts, provided that not more than $12,000,000 will be included in the Borrowing Capacity pursuant to this clause (y) with respect to Accounts Receivable of the Canadian Subsidiary, (ii) the lesser of (A) thirty-three percent (33%) of the Eligible Inventory of the Borrower, Gregg, the Canadian Subsidiary and the U.K. Credit Parties, and (B) $12,500,000, provided that not more than $29,000,000 will be included in the Borrowing Capacity with respect to United Kingdom inventory and accounts receivable in the aggregate, and (iii) during such time as the Borrower continues to own the real estate owned by the Borrower on the Ninth Amendment Date and located in Itasca, Illinois seventy percent (70%) of the appraised fair market value of such real estate, such appraised fair market value to be determined by the Agent based on an appraisal (or, if updated by the Agent in its sole discretion from time to time, the most recent appraisal) in form and substance, and by an appraiser, acceptable to the Agent in its sole discretion, minus (iv) the amount of reserves in respect of Canada Preferential Indebtedness, Hong Kong Preferential Indebtedness, U.K. Preferential Indebtedness and any Unpaid Supplier Reserve (which shall, until a subsequent calculation is made hereunder, be deemed to be that amount which appears on the first Borrowing Base Certificate delivered on or after the Ninth Amendment Date (which amount is $1,234,867 and relates entirely to U.K. Preferential Indebtedness) and then, to the extent the Agent determines (which determination may occur from time to time) in its discretion (such discretion to be exercised in its reasonable business judgment) as a result of conducting a commercial finance examination or otherwise that a different amount more accurately reflects the amount of Canada Preferential Indebtedness, Hong Kong Preferential Indebtedness, U.K. Preferential Indebtedness or Unpaid Supplier Reserve as of such date of determination (such amount to remain at zero in respect of Hong Kong Preferential Indebtedness so long as the Agent’s lien on Hong Kong accounts receivable and on each Hong Kong Controlled Account remains a fixed charge), reserves shall thereafter be deemed to be such different amount).

“Commitment” means the obligations of each Lender, subject to Borrowing Capacity, to make Advances not exceeding the aggregate principal amount (or, with respect to Letters of Credit and Bankers’ Acceptances, face amount) outstanding at any time as set forth below, or as set forth in any Notice of Assignment relating to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof:

Between Ninth Amendment Date and January 1, 2006:

“Credit Parties” means the Borrower and the Guarantors, including Enesco International Ltd., Gregg, the Canadian Subsidiary, the Hong Kong Subsidiary and the U.K. Credit Parties.

“EBITDA” means, for any measurement period, (a) the Consolidated Net Income for such period, plus (b) to the extent deducted in calculating Consolidated Net Income, without duplication (i) income taxes accrued during such period, (ii) Consolidated Interest Expense during such period, (iii) Consolidated Depreciation during such period, and (iv) Consolidated Amortization during such period.

“Hong Kong Control Agreement” means with respect to any Hong Kong Controlled Account, an agreement in accordance with Section 6.28, in form and substance reasonably satisfactory to the Agent, executed and delivered by the Hong Kong Subsidiary, the depository institution at which such Hong Kong Controlled Account is maintained and the Agent.

“Hong Kong Controlled Account” has the meaning assigned to such term in Section 6.28 hereof.

“Hong Kong Preferential Indebtedness” means (a) Indebtedness of the Hong Kong Subsidiary which would, pursuant to section 265 of the Hong Kong Companies Ordinance (Cap 32) or the provisions of any other law relating to liquidation, bankruptcy, insolvency or creditors’ rights generally, be paid in priority or preference to other Indebtedness in a winding up, dissolution, administration, insolvency or other similar process of law in any jurisdiction, and (b) the amount past due and owing by the Hong Kong Subisidiary, or the accrued amount for which any such Person has an obligation to remit to a governmental authority or other Person pursuant to any applicable law, rule or regulation, in respect of any amount in respect of which any governmental authority or other Person may claim a security interest or other claim ranking or capable of ranking in priority to one or more of the Liens granted in the Loan Documents.

“Hong Kong Subsidiary” means Enesco International (H.K.) Limited, a Hong Kong corporation.

“Maximum Borrowing Amount” means (a) between the Ninth Amendment Date and January 1, 2006, $68,000,000 for Loans (excluding Letters of Credit and Bankers’ Acceptances) and $7,000,000 for Letters of Credit and Bankers’ Acceptances.

“Ninth Amendment Date” means the date that the Ninth Amendment to this Agreement takes effect.

“U.K. Control Agreement” means with respect to any U.K. Controlled Account, an agreement in accordance with Section 6.30, in form and substance reasonably satisfactory to the Agent, executed and delivered by the U.K. Credit Parties, the depository institution at which such U.K. Credit Parties Controlled Account is maintained and the Agent.

“U.K. Controlled Account” has the meaning assigned to such term in Section 6.30 hereof.

“U.K. Credit Parties” means Enesco Holdings Limited, Enesco Limited and Bilston & Battersea Enamels PLC, corporations organized under the laws of England.

“U.K. Exception Customers” means (i) any customer of the U.K. Credit Parties, which customer is located in Austria, Switzerland, Germany, Luxembourg, the Netherlands or Sweden, (ii) collectors in the collectors’ clubs operated by the U.K. Credit Parties including, without limitation, the Lilliput Land, Cherished Teddies, Border Fine Arts and Beatrix Potter collectors’ clubs, and (iii) walk-in customers from the retail operations operated by the U.K. Credit Parties.

“U.K. Preferential Indebtedness” means Indebtedness of the U.K. Credit Parties which would, pursuant to the provision of any law relating to liquidation, bankruptcy, insolvency or creditors’ rights generally, be paid in priority or preference to other Indebtedness in a winding up, dissolution, administration, insolvency or other similar process of law in any jurisdiction, and is of the types listed in Schedule 6 to the Insolvency Act 1986 (or any statutory re-enactment or modification thereof pursuant to which the payment of certain obligations of a Person are given statutory preference over the payment of other such obligations). For the avoidance of doubt, U.K. Preferential Indebtedness shall include (subject to any statutory modification) (and with all references herein being as set forth in Schedule 6 to the Insolvency Act of 1986) the sum of (a) any sum which is owed by the U.K. Credit Parties and is a sum to which Schedule 4 to the Pension Schemes Act 1993 applies; plus (b) so much of any amount which (i) is owed by the U.K. Credit Parties to a person who is or has been an employee of the U.K. Credit Parties and (ii) is payable by way of remuneration in respect of the whole or any part of the period of the immediately preceding four months from the date of determination, as does not exceed so much as may be prescribed by order made by the Secretary of State; plus (c) an amount owed by way of accrued holiday remuneration, in respect of any period of employment before the date of determination, to a person whose employment by the U.K. Credit Parties has been terminated, whether before, on or after that date; plus (d) so much of any sum owed in respect of money advanced for the purpose as has been applied for the payment of a debt which, if it had not been paid, would have been a debt falling within paragraphs (b) or (c) hereof; plus (e) so much of any amount which is ordered (whether before or after the date of determination) to be paid by the U.K. Credit Parties under the Reserve Forces (Safeguard of Employment) Act 1985, as does not exceed such amount as may be prescribed by order made by the Secretary of State, plus (f) £600,000. For purposes of determining whether a sum is payable by the U.K. Credit Parties to a person by way of remuneration for subparagraphs (b) — (e) hereof, the interpretation of “Category 5” shall govern.

(b) The definition of “Eligible Inventory” in ARTICLE I is amended as follows:

(1) The introductory clause thereof is amended and restated in its entirety to read as follows:

“Eligible Inventory” means Inventory consisting of finished goods (and not raw material or work in process) which was recorded on the books of the Borrower, Gregg, the Canadian Subsidiary or the U.K. Credit Parties in the ordinary course of the business operations of the Borrower, Gregg, the Canadian Subsidiary or the U.K. Credit Parties, which Inventory satisfies each of the following requirements:

(2) The first two lines of clause (iii) thereof up to but not including the reference to “(A)” are amended and restated in their entirety to read as follows:

(iii) it has been physically received by whichever of the Borrower, Gregg, the Canadian Subsidiary or the U.K. Credit Parties is the owner thereof in the country in which the Borrower, Gregg, the Canadian Subisidary or the U.K. Credit Parties, as applicable, has its principal office, is not in transit, and is located at

(3) The references to “Borrower” in clauses A-D of clause (iii) thereof and in clauses (iv), (v) and (vi) thereof shall be deemed to include the U.K. Credit Parties.

(4) The following is added to the end of clause (iii)(B) thereof:

and further provided that this clause (B) shall not apply with respect to the facilities located in the United Kingdom,

(c) The following sentence is added to the end of Section 2.1:

Notwithstanding the foregoing, each Lender shall, subject to Borrowing Capacity, make Loans in excess of its Commitment with respect to Loans (i.e. its Commitment excluding Letters of Credit and Bankers’ Acceptances) in an aggregate Dollar Amount not to exceed at any one time outstanding the amount of its Commitment with respect to Letters of Credit and Bankers’ Acceptances based upon availability under the L/C and B/A Facility Limit in an amount sufficient to cover, Dollar for Dollar, the amount of any such Loans in excess of its Commitment with respect to Loans. Availability under the L/C and B/A Facility Limit shall be reduced, Dollar for Dollar, in an amount equal to any such Loans made by the Lenders in excess of the Aggregate Commitment with respect to Loans.

(d) Section 2.1.B is deleted in its entirety and replaced with the following:

2.1.B Letter of Credit/Bankers’ Acceptance Facility . From and including the date of this Agreement and prior to the Facility Termination Date, the Issuing Bank agrees, on the terms and conditions set forth in this Agreement, to (i) issue Letters of Credit, subject to the L/C and B/A Facility Limit, with Letter of Credit expiration dates of not more than 90 days beyond the Facility Termination Date, and (ii) permit Bankers’ Acceptances, subject to the L/C and BA Facility Limit, with expiration dates of not more than 90 days beyond the Facility Termination Date, and with any such Bankers’ Acceptances obtained in connection with Letters of Credit issued hereunder having expiration dates of not more than 150 days beyond the Facility Termination Date (the “L/C and B/A Facility”). “L/C and B/A Facility Limit” means the obligation of the Issuing Bank pursuant to this Section 2.1.B and subject to Borrowing Capacity (dollar for dollar based upon the aggregate stated amount of all such Letter of Credit and Bankers’ Acceptances outstanding), to issue Letters of Credit and permit Bankers’ Acceptances up to an aggregate stated amount of all such Letters of Credit and Bankers’ Acceptances outstanding at any given time of $7,000,000, minus the aggregate outstanding amount of any Loan or Loans made by the Lenders in excess of the Aggregate Commitment with respect to Loans based upon availability under the L/C and B/A Facility Limit; provided , that no Letter of Credit or Bankers’ Acceptance may be requested hereunder if, after giving effect t