TERM A NOTE
$7,000,000 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 ("Term A Lender") at the offices of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as Agent for Lenders ("Agent"), at its
address at 335 Madison Avenue, 12th Floor, New York, New York 10017, 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 SEVEN MILLION DOLLARS ($7,000,000). All capitalized terms used but not
otherwise defined herein have the meanings given to them in the "Credit
Agreement" (as hereinafter defined) or in Annex A thereto.
This Term A Note is one of the Term A 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 Loans evidenced
hereby are made and are to be repaid. The principal balance of the Term A Loan,
the rates of interest applicable thereto and the date and amount of 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 Term A Note.
The principal amount of the indebtedness evidenced hereby
shall be payable in the amounts and on the dates specified in the Credit
Agreement. 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. The terms of the Credit
Agreement are hereby incorporated herein by reference.
If any payment on this Term A 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
Term A 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 Term A Note. Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by
each Borrower.
Except as provided in the Credit Agreement, this Term A Note
may not be assigned by Term A Lender to any Person.
THIS TERM A 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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