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EXHIBIT 10.5
TERM NOTE C
$615,000.00 Atlanta, Georgia
July ___, 1998
FOR VALUE RECEIVED, the undersigned, RIDGEVIEW, INC., a North
Carolina corporation ("Ridgeview"), SENECA KNITTING XXXXX CORPORATION, a New
York corporation, and TRI-STAR HOSIERY XXXXX, INC., a North Carolina corporation
(collectively, the "Borrowers"), hereby jointly and severally unconditionally
promise to pay to the order of NATIONSBANK, N.A., (f/k/a NationsBank, N.A.
(South)), a national banking association (the "Lender"), at the offices of the
Lender located at 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx, 30308, or at
such other place within the United States as shall be designated from time to
time by the Lender, on the Termination Date (as defined in the Loan Agreement
referred to below) the principal amount of SIX HUNDRED FIFTEEN THOUSAND AND
NO/100 DOLLARS ($615,000.00), constituting the Term Loan C made by the Lender to
the Borrowers pursuant to the Loan Agreement, in lawful money of the United
States of America in federal or other immediately available funds, in such
amounts and on the dates specified in the Loan Agreement applicable from time to
time in accordance with the provisions thereof.
The Borrowers also jointly and severally unconditionally
promise to pay interest on the unpaid principal amount of this Note outstanding
from time to time for each day from the date of disbursement until such
principal amount is paid in full at the rates per annum and on the dates
specified in the Loan Agreement applicable from time to time in accordance with
the provisions thereof. Nothing contained in this Note or in the Loan Agreement
shall be deemed to establish or require the payment of a rate of interest in
excess of the maximum rate permitted by any applicable law. In the event that
any rate of interest required to be paid hereunder exceeds the maximum rate
permitted by applicable law, the provisions of the Loan Agreement relating to
the payment of interest under such circumstances shall control.
This Note is one of the Term Notes referred to in that certain
Amended and Restated Loan and Security Agreement dated as of December 20, 1996
(as amended, modified, supplemented or restated from time to time, the "Loan
Agreement"; terms defined therein being used in this Note as therein defined)
between the Borrowers and the Lender, is subject to, and entitled to, all
provisions and benefits of the Loan Documents, is secured by the Collateral and
other property as provided in the Loan Documents, is subject to optional and
mandatory prepayment in whole or in part and is subject to acceleration prior to
maturity upon the occurrence of one or more Events of Default, all as provided
in the Loan Documents.
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Presentment for payment, demand, protest and notice of demand,
notice of dishonor, notice of non-payment and all other notices are hereby
waived by the Borrowers, except to the extent expressly provided in the Loan
Agreement. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.
The Borrowers hereby jointly and severally agree to pay on
demand all costs and expenses incurred in collecting the Secured Obligations
hereunder or in enforcing or attempting to enforce any of the Lender's rights
hereunder, including, but not limited to, reasonable attorneys' fees and
expenses if collected by or through an attorney, whether or not suit is filed.
THE PROVISIONS OF SECTION 12.5 OF THE LOAN AGREEMENT ARE
HEREBY EXPRESSLY INCORPORATED BY REFERENCE HEREIN.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this Note as
of the day and year first above written.
RIDGEVIEW, INC.
[CORPORATE SEAL]
Attest: By:
Name:
By: Title:
Name:
Title:
SENECA KNITTING XXXXX
CORPORATION
[CORPORATE SEAL]
Attest: By:
Name:
By: Title:
Name:
Title:
TRI-STAR HOSIERY XXXXX, INC.
[CORPORATE SEAL]
Attest: By:
Name:
By: Title:
Name:
Title:
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