SWING LINE NOTE
$3,000,000 New York, New York
July 2, 2002
FOR VALUE RECEIVED, the undersigned, XXXXX INTERNATIONAL
ENTERPRISES CORP., a New York corporation, and BLUE RIDGE TEXTILE MANUFACTURING
INC., a Georgia corporation (collectively, the "Borrowers" and individually each
as a "Borrower"), HEREBY PROMISE TO PAY to the order of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation ("Swing Line Lender") at the offices of
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent for
Lenders ("Agent") at its address at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, or at such other place as Agent may designate from time to time
in writing, in lawful money of the United States of America and in immediately
available funds, the amount of THREE MILLION DOLLARS ($3,000,000) or, if less,
the aggregate unpaid amount of all Swing Line Advances made to the undersigned
under the "Credit Agreement" (as hereinafter defined). All capitalized terms
used but not otherwise defined herein have the meanings given to them in the
Credit Agreement or in Annex A thereto.
This Swing Line Note is one of the Swing Line Notes issued
pursuant to that certain Credit Agreement dated as of July 2, 2002 among
Borrowers, the other Credit Parties signatory thereto, Agent, and the other
Lenders signatory thereto from time to time (including all annexes, exhibits and
schedules thereto and as from time to time amended, restated, supplemented or
otherwise modified, the "Credit Agreement"), and is entitled to the benefit and
security of the Credit Agreement, the Collateral Documents and all of the other
Loan Documents referred to therein. Reference is hereby made to the Credit
Agreement for a statement of all of the terms and conditions under which the
Swing Line Advances evidenced hereby are made and are to be repaid. The date and
amount of each Swing Line Advance made by Swing Line Lender to Borrowers, the
rate of interest applicable thereto and each payment made on account of the
principal thereof, shall be recorded by Agent on its books; provided that the
failure of Agent to make any such recordation shall not affect the obligations
of any Borrower to make a payment when due of any amount owing under the Credit
Agreement or this Swing Line Note in respect of the Swing Line Advances made by
Swing Line Lender to Borrowers.
The principal amount of the indebtedness evidenced hereby
shall be payable in the amounts and on the dates specified in the Credit
Agreement, the terms of which are hereby incorporated herein by reference.
Interest thereon shall be paid until such principal amount is paid in full at
such interest rates and at such times, and pursuant to such calculations, as are
specified in the Credit Agreement.
If any payment on this Swing Line Note becomes due and payable
on a day other than a Business Day, the maturity thereof shall be extended to
the next succeeding Business Day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
Upon and after the occurrence of any Event of Default, this
Swing Line Note may, as provided in the Credit Agreement, and without demand,
notice or legal process of any kind, be declared, and immediately shall become,
due and payable.
Time is of the essence of this Swing Line Note. Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by
each Borrower.
Except as provided in the Credit Agreement, this Swing Line
Note may not be assigned by Swing Line Lender to any Person.
THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE.
XXXXX INTERNATIONAL
ENTERPRISES CORP.
By:________________________
Name:
Title:
BLUE RIDGE TEXTILE
MANUFACTURING INC.
By:________________________
Name:
Title:
2
