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EXHIBIT 10.2
BORROWER NOTE
Chicago, Illinois
$10,000,000.00 June 26, 2001
Enesco Group, Inc., a Massachusetts corporation (the "Borrower"),
promises to pay to the order of LaSalle Bank National Association (the "Lender")
the sum of TEN MILLION DOLLARS ($10,000,000.00), or the then aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower pursuant to
Article II of the Amended and Restated Senior Revolving Credit Agreement
hereinafter referred to (as the same may be amended, modified, supplemented
and/or restated from time to time, the "Credit Agreement"), in U.S. Dollars in
immediately available funds at the address of the Bank specified in the Credit
Agreement (or such other place as may be required under the Credit Agreement),
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the Credit Agreement. The Borrower shall pay the
principal of and accrued and unpaid interest on the Loans in full on the
Facility Termination Date.
The Lender 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 Loan and the date and amount of each principal
payment hereunder.
This Note is a Borrower 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 by the Amended and
Restated Senior Revolving Credit Agreement 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 dated as of
even date herewith (as the same may be further amended, modified, supplemented
and/or restated from time to time), and the Lender pursuant to an Assignment
Agreement between the Lender and the Bank dated as of even date herewith, to
which Credit Agreement reference is hereby made for a statement of the terms and
conditions governing this Note, including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Credit Agreement.
This Note shall be governed by the internal laws (and not the law of
conflicts) of the State of Illinois, United States of America.
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This Borrower 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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