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Enesco Group,
Inc.
225 Windsor Drive
Itasca, IL 60143-1225
Reference is made
to that certain Ninth Amendment to Second Amended and Restated
Senior Revolving Credit Agreement dated as of August 31, 2005
(the “Amendment”) by and among you, the Borrowing
Subsidiaries, the Guarantors, the Lenders, and Agent, amending
certain terms and provisions of the Credit Agreement (as defined in
the Amendment). All capitalized terms used herein and not otherwise
defined herein, shall have their meanings as defined in the Credit
Agreement.
The parties agree
that (i) the references to “twenty-one (21)” and
to “thirty (30)” in Sections 6.28 and 6.30 of the
Credit Agreement are deleted and replaced with references to
“forty (40)” and “fifty-one (51)”,
respectively.
Each of the
Borrower, the Borrowing Subsidiaries and the Guarantors hereby
confirms and ratifies the Obligations incurred by it under the
Credit Agreement and the other Loan Documents, and acknowledges
that, as of the date hereof, neither the Borrower, the Borrowing
Subsidiaries nor any of the Guarantors has any defense, offset,
counterclaim, or right of recoupment against the Agent or any
Lender with respect to any of such Obligations or any other
matter.
This agreement
shall be governed by and construed in accordance with the laws of
the
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