SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT

Exhibit 10.1

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED

SENIOR REVOLVING CREDIT AGREEMENT

This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT

AGREEMENT (the "Amendment") is made as of the 29th day of March, 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 Lenders, and 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;

and a Fifth Amendment dated as of January 28, 2005, as amended by a letter

agreement dated as of February 7, 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 March 31, 2005, of the

conditions precedent set forth in Section 2 below, the Credit Agreement is

amended as follows:

(a) The following definition for the term "Applicable Percentage" is added

in alphabetical order to ARTICLE I:

"Applicable Percentage" means, with respect to the participation of each

Lender in Letters of Credit and Bankers' Acceptances, 40% with respect to

LaSalle Bank National Association and 60% with respect to Fleet National Bank.

(b) The definition of "Borrowing Capacity" which appears in ARTICLE I is

deleted in its entirety and replaced with the following:

"Borrowing Capacity" means the lesser of:

(x) the Maximum Borrowing Amount, and

<PAGE>

(y) the sum of (i) eighty-five percent (85%) of Consolidated Accounts

Receivable of the Borrower which are not Ineligible Accounts, (ii) the lesser of

(A) thirty-three and two-tenths percent (33.2%) of the Eligible Inventory of the

Borrower, and (B) $11,000,000, and (iii) seventy percent (70%) of the appraised

fair market value of the real estate owned by the Borrower on the Sixth

Amendment Date and located in Itasca, Illinois, 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.

(c) The definition of "Commitment" which appears in ARTICLE I is deleted in

its entirety and replaced with the following:

"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 Sixth Amendment Date and May 31, 2005:

Fleet National Bank LaSalle Bank National Association

$25,800,000 Loans $17,200,000 Loans

$ 4,200,000 L/C and B/A Facility $ 2,800,000 L/C and B/A Facility

Between June 1, 2005 and June 30, 2005:

Fleet National Bank LaSalle Bank National Association

$28,800,000 Loans $19,200,000 Loans

$ 4,200,000 L/C and B/A Facility $ 2,800,000 L/C and B/A Facility

Between July 1, 2005 and July 31, 2005:

Fleet National Bank LaSalle Bank National Association

$31,800,000 Loans $21,200,000 Loans

$ 4,200,000 L/C and B/A Facility $ 2,800,000 L/C and B/A Facility

2

<PAGE>

Between August 1, 2005 and September 30, 2005:

Fleet National Bank LaSalle Bank National Association

$34,800,000 Loans $23,200,000 Loans

$ 4,200,000 L/C and B/A Facility $ 2,800,000 L/C and B/A Facility

Between October 1, 2005 and October 31, 2005:

Fleet National Bank LaSalle Bank National Association

$37,800,000 Loans $25,200,000 Loans

$ 4,200,000 L/C and B/A Facility $ 2,800,000 L/C and B/A Facility

Between November 1, 2005 and January 1, 2006:

Fleet National Bank LaSalle Bank National Association

$34,800,000 Loans $23,200,000 Loans

$ 4,200,000 L/C and B/A Facility $ 2,800,000 L/C and B/A Facility

(d) The following definition for the term "Consolidated Tangible Net Worth"

is added in alphabetical order to ARTICLE I:

"Consolidated Tangible Net Worth" means the result of (a) Consolidated Net

Worth, minus (b) the sum of (i) the total book value of all assets of the

Borrower and its Subsidiaries properly classified as intangible assets under

Agreement Accounting Principles, including without limitation such items as

goodwill, the purchase price of acquired assets in excess of the fair market

value thereof, trademarks, trade names, service marks, brand names, copyrights,

patents and licenses, and rights with respect to the foregoing; plus (ii) all

amounts representing any write-up in the book value of any assets of the

Borrower or its Subsidiaries resulting from a revaluation thereof.

(e) Clause (x) of the definition of "Eligible Inventory" which appears in

ARTICLE I is amended and restated in its entirety to read as follows:

(x) (i) it is not Precious Moments Inventory which is produced and sold

pursuant to the Borrower's license agreement with Precious Moments, Inc. and

United Media, and (ii) it is not any other Inventory which has been produced or

is being sold pursuant to a license agreement, unless the license agreement

referred to in this clause (ii) is in form and substance acceptable to the Agent

and the licensor has entered into an agreement with the Agent in form and

substance satisfactory to the Agent which provides, among other things, for the

Agent to have the right, if the Agent obtains possession of such inventory, to

sell the licensed inventory for a period of time, and on terms and conditions,

acceptable to the Agent, provided that clause (ii) of this clause (x) shall not

take effect until April 30, 2005;

3

<PAGE>

(f) The definition of "Facility Termination Date" which appears in ARTICLE

I is deleted in its entirety and replaced with the following:

"Facility Termination Date" means January 1, 2006.

(g) The definition of "Maximum Borrowing Amount" which appears in ARTICLE I

is deleted in its entirety and replaced with the following:

"Maximum Borrowing Amount" means (a) between the Sixth Amendment Date and

May 31, 2005, $43,000,000 for Loans (excluding Letters of Credit and Bankers

Acceptances) and $7,000,000 for Letters of Credit and Bankers Acceptances; (b)

between June 1, 2005 and June 30, 2005, $48,000,000 for Loans (excluding Letters

of Credit and Bankers Acceptances) and $7,000,000 for Letters of Credit and

Bankers Acceptances; (c) between July 1, 2005 and July 31, 2005, $53,000,000 for

Loans (excluding Letters of Credit and Bankers Acceptances) and $7,000,000 for

Letters of Credit and Bankers Acceptances; (d) between August 1, 2005 and

September 30, 2005, $58,000,000 for Loans (excluding Letters of Credit and

Bankers Acceptances) and $7,000,000 for Letters of Credit and Bankers

Acceptances; (e) between October 1, 2005 and October 31, 2005, $63,000,000 for

Loans (excluding Letters of Credit and Bankers Acceptances) and $7,000,000 for

Letters of Credit and Bankers Acceptances; and (f) between November 1, 2005 and

January 1, 2006, $58,000,000 for Loans (excluding Letters of Credit and Bankers

Acceptances) and $7,000,000 for Letters of Credit and Bankers Acceptances.

(h) The following definition for the term "Sixth Amendment Date" is added

in alphabetical order to ARTICLE I:

"Sixth Amendment Date" means the date that the Sixth Amendment to this

Agreement takes effect.

(i) The sentence added to the end of Section 2.10 pursuant to the Fifth

Amendment to this Agreement is deleted.

(j) The following paragraphs (f) and (g) are added to the end of Section

2.15:

(f) By the issuance of a Letter of Credit or Bankers Acceptance (or an

amendment to a Letter of Credit or Bankers Acceptance increasing the amount

t