TERM B-1 NOTE
$10,000,000.00 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
a "Borrower"), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Term B-1 Lender"
and "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 TEN MILLION DOLLARS ($10,000,000.00). 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 B-1 Note is one of the Term B-1 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 B-1 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 B-1
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 B-1 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 B-1 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 B-1 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 B-1 Note
may not be assigned by Term B-1 Lender to any Person.
THIS TERM B-1 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:
