REVOLVING NOTE
$18,000,000 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 each individually as a
"Borrower"), HEREBY PROMISE TO PAY to the order of General Electric Capital
Corporation ("Revolving 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 EIGHTEEN MILLION DOLLARS ($18,000,000) or, if less, the aggregate unpaid
amount of all Revolving Credit 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 Revolving Note is one of the Revolving 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 Revolving
Credit Advances evidenced hereby are made and are to be repaid. The date and
amount of each Revolving Credit Advance made by Lenders to Borrower, the rates
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 Revolving Note in respect of the Revolving Credit Advances
made by Revolving 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 Revolving 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 Revolving
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 Revolving Note. Demand, presentment,
protest and notice of nonpayment and protest are hereby waived by each Borrower.
Except as provided in the Credit Agreement, this Revolving Note may not
be assigned by Revolving Lender to any Person.
THIS REVOLVING 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:
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