EXHIBIT 10.4
AMENDED AND RESTATED BORROWER NOTE
[THIS AMENDED AND RESTATED BORROWER NOTE AMENDS AND RESTATES
IN ITS ENTIRETY A CERTAIN BORROWER NOTE DATED JUNE 26, 2001
IN THE ORIGINAL PRINCIPAL AMOUNT OF $10,000,000 MADE BY
ENESCO GROUP, INC. PAYABLE TO LASALLE BANK NATIONAL ASSOCIATION]
$15,000,000.00 Chicago, Illinois
September 7, 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 FIFTEEN MILLION DOLLARS ($15,000,000.00), 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, as further amended by a Fifth
Amendment to Amended and Restated Senior Revolving Credit Agreement dated June
18, 2001, as further amended by a Sixth Amendment to Amended and Restated Senior
Revolving Credit Agreement dated as of August 2, 2001, and as further amended by
a Seventh 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.
[SIGNATURES ON FOLLOWING PAGE]
This Amended and Restated 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: President and CEO
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By: /s/Xxxxxxx X. Xxxxxxxx
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Print Name: Xxxxxxx X. Xxxxxxxx
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Title: Treasurer and CFO
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