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EXHIBIT 10.3
BACK-UP L/C AND B/A DEMAND NOTE
Springfield, Massachusetts
$15,000,000.00 June 18, 2001
Enesco Group, Inc., a Massachusetts corporation (the "Borrower"),
promises to pay, ON DEMAND, to the order of Fleet National Bank (the "Bank") the
sum of FIFTEEN MILLION DOLLARS ($15,000,000.00), or the then aggregate unpaid
principal amount of all Advances made by the Bank to or on behalf of the
Borrower pursuant to Section 2.1.B of the Amended and Restated Senior Revolving
Credit Agreement hereinafter referred to (as the same has been amended from time
to time, or may be further amended, modified, supplemented and/or restated from
time to time, the "Agreement"), in U.S. Dollars in immediately available funds
at the address of the Bank specified in the Agreement (or such other place as
may be required under the Agreement), together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the Agreement
until paid in full. If not sooner demanded by the Bank, the Borrower shall pay
the principal of and all accrued and unpaid interest on any Advances in full on
the Facility Termination Date.
The Bank shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.
This Note is the Back-Up L/C and B/A Demand Note issued pursuant to,
and is entitled to the benefits of, the Senior Revolving Credit Agreement, dated
as of August 3, 2000 among the Borrower, the Borrowing Subsidiaries from time to
time party thereto, and the Bank, as amended and restated in its entirety
pursuant to the Amended and Restated Senior Revolving Credit Agreement among the
parties, dated as of August 23, 2000, as further amended by a First Amendment to
Amended and Restated Senior Revolving Credit Agreement dated as of November 27,
2000, as further amended by a Second Amendment to Amended and Restated Senior
Revolving Credit Agreement dated as of November 30, 2000, as further amended by
a Third Amendment to Amended and Restated Senior Revolving Credit Agreement
dated as of March 23, 2001, as further amended by a Fourth Amendment to Amended
and Restated Senior Revolving Credit Agreement dated as of April 6, 2001, and as
further amended by a Fifth Amendment to Amended and Restated Senior Revolving
Credit Agreement among the parties dated as of even date herewith, to which
Agreement reference is hereby made for a statement of the terms and conditions
governing this Note. Capitalized terms used herein and not otherwise defined
herein are used with the meanings attributed to them in the Agreement.
This Note shall be governed by the internal laws (and not the law of
conflicts) of The Commonwealth of Massachusetts, United States of America.
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This Back-Up L/C and B/A Demand Note is executed as an instrument under
seal as of the date first above written.
ENESCO GROUP, INC.
By: /s/ Xxxxxx XxxxxXxxxx
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Print Name: Xxxxxx XxxxxXxxxx
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Title: Chief Executive Officer
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By: /s/ Xxxxxxx X. Xxxxxxxx
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Print Name: Xxxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
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