Contract
THIS
NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM .
THIS
NOTE
IS SUBORDINATED TO CERTAIN FIRST LIEN DEBT OF THE BORROWERS. THE HOLDER OF
THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT AMOUNTS OWING WITH
RESPECT TO THIS NOTE SHALL BE SUBORDINATED IN ACCORDANCE WITH THE PROVISIONS
OF
THE INTERCREDITOR AGREEMENT DATED AS OF JUNE 4, 2007 AMONG GENERAL ELECTRIC
CAPITAL CORPORATION,
AS
ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE FIRST LIEN LENDERS NAMED
THEREIN, THE BORROWERS AND GB MERCHANT PARTNERS, LLC, AS ADMINISTRATIVE AGENT
AND COLLATERAL AGENT FOR THE SECOND LIEN LENDERS NAMED THEREIN, AND THE HOLDER
ACCEPTS AND AGREES TO BE BOUND BY SUCH INTERCREDITOR AGREEMENT.
PROMISSORY
NOTE
|
May
25, 2007
|
|
|
$10,000,000.00
|
Boston,
MA
|
The
undersigned, for value received, promise to pay to the order of 1903
ONSHORE FUNDING, LLC
(the
“Lender”)
at the
principal office of GB Merchant Partners, LLC, as administrative agent (the
“Administrative
Agent”),
in
Boston, MA the principal sum of TEN MILLION DOLLARS ($10,000,000.00), or if
less, the unpaid principal amount of the Term Loan to the undersigned by the
Lender pursuant to the Loan Agreement referred to below, such principal amount
to be payable on the dates set forth in the Loan Agreement.
The
undersigned further promises to pay interest on the unpaid principal amount
of
the Term Loan from the date of such Term Loan until such Term Loan is paid
in
full, payable at the rates)and at the times set forth in the Loan Agreement.
Payments of both principal and interest are to be made in lawful money of the
United States of America.
This
Note
evidences indebtedness incurred under, and is subject to the terms and
provisions of, the Second Lien Loan Agreement, dated as of the date hereof
(as
amended or otherwise modified from time to time, the “Loan
Agreement”;
terms
not otherwise defined herein are used herein as defined in the Loan Agreement),
among the undersigned, the lenders signatory thereto (including the Lender)
and
the Administrative Agent, to which Loan Agreement reference is hereby made
for a
statement of the terms and provisions under which this Note may or must be
paid
prior to its due date or its due date accelerated. Amounts paid or prepaid
under
this Note may not be re-borrowed.
[Signature
Page to Follow]
This
Note
is made under and governed by the laws of the State of New York applicable
to
contracts made and to be performed entirely within such State.
THE
BOMBAY COMPANY, INC.
|
By:
|
_____________________________ |
Name:
Title:
BBA
HOLDINGS,
LLC
|
By:
|
_______________________________ |
Name:
Title:
BOMBAY
INTERNATIONAL,
INC.
|
By:
|
_______________________________ |
Name:
Title:
THE
BOMBAY FURNITURE
COMPANY OF CANADA INC.
|
By:
|
________________________________ |
Name:
Title:
