THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT, THE RULES
AND REGULATIONS PROMULGATED THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.
PAYMENT OF ALL SUMS DUE UNDER THIS NOTE IS SUBJECT TO SUBORDINATION PROVISIONS
SET FORTH IN A JUNIOR SUBORDINATED NOTE AGREEMENT AMONG GENERAL TEXTILES,
AMERICAN ENDEAVOUR FUND LIMITED AND LONDON PACIFIC LIFE & ANNUITY COMPANY DATED
APRIL 30, 1998. A COPY OF THE JUNIOR SUBORDINATED NOTE AGREEMENT IS ON FILE AT
THE CORPORATION'S PRINCIPAL OFFICE.
$9,060,317.71 April 30, 1998
JUNIOR SUBORDINATED NOTE
FOR VALUE RECEIVED, General Textiles, a California corporation (the
"Corporation") hereby promises to pay to the order of London Pacific Life &
Annuity Company, or its registered assigns (the "Holder"), the principal sum of
nine million sixty thousand three hundred and seventeen dollars and seventy-one
cents ($9,060,317.71) which shall be due and payable to the Holder, without
interest thereon, as follows:
------------------------ ----------------------------------
Principal Payment Percentage of Original
Date Principal Amount to be Paid
------------------------ ----------------------------------
------------------------ ----------------------------------
December 31, 1999 5.768644%
December 31, 2000 5.768644%
December 31, 2001 11.537287%
December 31, 2002 11.537287%
December 31, 2003 17.305931%
December 31, 2004 17.305931%
May 28, 2005 30.776276%
----------
100.000000%
------------------------ ----------------------------------
All principal and interest (if any), which is not paid prior to May 28,
2005 will be due and payable on that day.
This Note is one of the "Junior Subordinated Notes" referred to in, and
the Holder is entitled to all the rights, preferences and privileges set forth
in and other benefits of, that certain Junior Subordinated Note Agreement of
even date herewith by and among the Corporation, American Endeavour Fund Limited
and London Pacific Life & Annuity Company (the "Junior Subordinated Note
Agreement"). Capitalized terms used without definition in this Note shall have
the meanings given to them in the Junior Subordinated Note Agreement.
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This Note will not bear interest, except that if any principal amount
of this Note is not paid when due, then interest shall accrue on the entire Note
outstanding from the date such sum is due until paid at the rate of ten percent
(10%) per annum, compounded quarterly, or at the maximum rate permitted by law,
whichever is less. Interest will be calculated on the basis of the actual number
of days elapsed in a year of 360 days from the last day on which interest was
paid (or if no interest has been paid, from the day on which interest began to
accrue).
Each payment with regard to this Note will be made in U.S. Dollars in
cash or by wire transfer of funds which are immediately available at the place
of payment to the account of the Holder set forth in Attachment 1 to this Note
or at any other place of payment that may be designated by the Holder in the
manner described in the Note Purchase Agreement at least two Business Days
before the day on which the payment is due.
The Corporation may prepay all or any portion of the principal of this
Note at any time without prepayment penalty or premium. If this Note is to be
prepaid only in part, this Note shall be surrendered to the Corporation (with,
if the Corporation so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Corporation duly executed by, the Holder or
its attorney duly authorized in writing), and the Corporation shall execute for
the Holder a new Note equal in principal amount to the unprepaid portion of the
Note surrendered and identical to the Note surrendered in all other respects.
The Holder may assign, pledge or transfer all or any portion of this
Note or such Holder's rights hereunder to the extent permitted by law, including
state and federal securities laws. In the event of any such assignment, pledge
or transfer, the assignee of this Note shall, to the extent provided in such
assignment, pledge or transfer, be entitled to exercise the rights of a Holder.
Upon any transfer of all or any portion of this Note, the Holder shall present
this Note to the Corporation, accompanied by an executed form of assignment. The
Corporation shall thereupon issue a new Note or Notes to the transferee or
transferees having a principal equal to the amount of this Note so transferred,
but otherwise in all other respects identical to this Note, and shall issue to
the Holder a new Note having a principal equal to the amount of this Note not so
transferred, which Note shall otherwise be identical to this Note in all other
respects.
Except as otherwise expressly provided in the Junior Subordinated Note
Agreement, the Corporation waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Junior Subordinated
Note Agreement. In any action on this Note, the Holder or its assignee need not
produce or file the original of this Note, but need only file a photocopy of
this Note certified by the Holder or such assignee to be a true and correct copy
of this Note.
The Corporation agrees to pay all costs and expenses, including
reasonable attorneys' fees and expenses, expended or incurred by the Holder in
connection with the enforcement of this Note, the collection of any sums
hereunder, any actions for declaratory relief in any way related to this Note,
or the protection or preservation of any rights of the Holder hereunder.
IN WITNESS WHEREOF, the Corporation has caused this Junior Subordinated
Note to be executed by its duly authorized officer as of the date set forth
above.
GENERAL TEXTILES, a California corporation
By: /s/ Xxxxxxxx X. Xxxxx
Its: Executive Vice President
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Attachment 1
Place of Payment
Wire transfer payments should be made to the account of the Holder at:
Bank: NationsBank Customer Connection
Dallas, Texas
ABA Number: 000000000
Account Name: London Pacific Life & Annuity
Account Number: 3750326028
Reference: General Textiles
