EX-10.27 13 dex1027.txt TERM B-1 NOTE TERM B-1 NOTE $10,000,000.00 New York, New York July 2, 2002 FOR VALUE RECEIVED, the undersigned, COYNE 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 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 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. COYNE INTERNATIONAL ENTERPRISES CORP. By: _______________________ Name: Title: BLUE RIDGE TEXTILE MANUFACTURING INC. By: _______________________ Name: Title: