EXHIBIT
INTERCOMPANY NOTES
OWED BY SUBSIDIARIES
MAKER PAYEE PRINCIPAL AMOUNT
- ----- ----- ----------------
Bearing Inspection, Inc. USI Global Corp. 31,000,000
Bearing Inspection, Inc. Bearing Inspection 5,000,000
Holdings, Inc.
Bearing Inspection Holdings, Inc. USI Global Corp. 5,000,000
Carisbrook Industries, Inc. USI Global Corp. 17,417,000
EJ Footwear Corp. JUSI Holdings, Inc. 3,360,000
EJ Footwear Corp. JUSI Holdings, Inc. 72,040,000
Garden State Tanning, Inc. USI Global Corp. 113,747,200
Georgia Boot, Inc. JUSI Holdings, Inc. 15,800,000
Georgia Boot Inc. EJ Footwear Corp. 40,800,000
HM Lehigh Safety Shoe Co. EJ Footwear Corp. 27,880,000
Lehigh Safety Shoe Co. HM Lehigh Safety Shoe 27,880,000
Co.
Leon Plastics, Inc. JUSI Holdings, Inc. 18,960,000
Rexair Inc. USI Global Corp. 172,000,000
Rexair Inc. Rexair Holdings, Inc. 38,020,461
Rexair Holdings Inc. USI Global Corp. 38,020,461
Trimfoot Co. EJ Footwear Corp. 3,360,000
PROMISSORY NOTE
$31,000,000 February 16, 1999
For value received, the undersigned, BEARING INSPECTION, INC.
("Maker"), hereby promises to pay to the order of USI AMERICAN HOLDINGS, INC.
("Payee"), or registered assigns, the principal sum of $31,000,000 (the
"Principal Sum"). From the date hereof until repayment in full of the Principal
Sum, the unpaid Principal Sum shall bear interest at a rate of 6.5% per annum.
The Principal Sum shall be due and payable on September 15, 2009 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. The Company may treat the registered holder of
this Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
BEARING INSPECTION, INC.
By: GEORGE H. MACLEAN
------------------------------
Name:
Title:
ATTEST:
By: STEVEN C. BARRE
-------------------------
NOTE POWER
FOR VALUE RECEIVED, USI American Holdings, Inc. does hereby sell,
assign and transfer unto USI Global Corp. the Promissory Note dated February 16,
1999 to which this Note Power has been affixed, and does hereby irrevocably
constitute and appoint __________________________attorney to transfer the said
note on the books of the Maker thereof with full power of substitution in the
premises.
Dated: April 30, 1999
USI AMERICAN HOLDINGS, INC.
By: PETER REILLY
------------------------------
Treasurer
PROMISSORY NOTE
$5,000,000.00 June 1, 1995
For value received, the undersigned, BEARING INSPECTION, INC., a
California corporation ("Maker"), hereby promises to pay to the order of BEARING
INSPECTION HOLDINGS INC., a Delaware corporation ("Payee"), or registered
assigns, the principal sum of $5,000,000.00 (the "Principal Sum"). From the date
hereof until repayment in full of the Principal Sum, the unpaid Principal Sum
shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
BEARING INSPECTION, INC.
By: GEORGE H. MACLEAN
---------------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
---------------------------
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are BEARING INSPECTION, INC. ("Maker"),
and BEARING INSPECTION HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $5,000,000 to
Payee on June 1, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 7.5% per annum to 6.5% per
annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
BEARING INSPECTION, INC.
GEORGE H. MACLEAN
---------------------------
Vice President
BEARING INSPECTION HOLDINGS, INC.
GEORGE H. MACLEAN
---------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are BEARING INSPECTION, INC. ("Maker"), and
BEARING INSPECTION HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $5,000,000 to
Payee on June 1, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 9% per annum to 7.5% per
annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
BEARING INSPECTION, INC.
GEORGE H. MACLEAN
-----------------------
Vice President
BEARING INSPECTION HOLDINGS, INC.
GEORGE H. MACLEAN
-----------------------
Vice President
PROMISSORY NOTE
$5,000,000.00 June 1, 1995
For value received, the undersigned, BEARING INSPECTION HOLDINGS INC., a
Delaware corporation ("Maker"), hereby promises to pay to the order of USI
AMERICAN HOLDINGS, INC., a Delaware corporation ("Payee"), or registered
assigns, the principal sum of $5,000,000.00 (the "Principal Sum"). From the date
hereof until repayment in full of the Principal Sum, the unpaid Principal Sum
shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and transfer
of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
BEARING INSPECTION HOLDINGS INC.
By: GEORGE H. MACLEAN
--------------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
------------------------
Steven C. Barre
Assistant Secretary
NOTE POWER
FOR VALUE RECEIVED, USI American Holdings, Inc. does hereby sell, assign
and transfer unto USI Global Corp. the Promissory Note dated June 1, 1995 to
which this Note Power has been affixed, and does hereby irrevocably constitute
and appoint ____________________ attorney to transfer the said note on the
books of the Maker thereof with full power of substitution in the premises.
Dated: April 30, 1999
USI AMERICAN HOLDINGS, INC.
By: PETER REILLY
------------------------
Treasurer
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are BEARING INSPECTION HOLDINGS, INC.
("Maker"), and USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $5,000,000 to
Payee on June 1, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to
amend the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 7.5%
per annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note shall
remain unchanged and in full force and effect. Nothing in
this Agreement shall be construed as a novation of the
Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this
Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
BEARING INSPECTION HOLDINGS, INC.
GEORGE H. MACLEAN
_________________________________________
Vice President
USI AMERICAN HOLDINGS, INC.
GEORGE H. MACLEAN
_________________________________________
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are BEARING INSPECTION HOLDINGS, INC.
("Maker"), and USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $5,000,000 to
Payee on June 1, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 9% per
annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note shall
remain unchanged and in full force and effect. Nothing in
this Agreement shall be construed as a novation of the
Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this
Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
BEARING INSPECTION HOLDINGS, INC.
GEORGE H. MACLEAN
_________________________________________
Vice President
USI AMERICAN HOLDINGS, INC.
GEORGE H. MACLEAN
_________________________________________
Vice President
PROMISSORY NOTE
$69,311,200.00 June 1, 1995
For value received, the undersigned, CARISBROOK INDUSTRIES, INC., a
Delaware corporation ("Maker"), hereby promises to pay to the order of USI
AMERICAN HOLDINGS, INC., a Delaware corporation ("Payee"), or registered
assigns, the principal sum of $69,311,200.00 (the "Principal Sum"). From the
date hereof until repayment in full of the Principal Sum, the unpaid Principal
Sum shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
CARISBROOK INDUSTRIES, INC.
By: GEORGE H. MACLEAN
______________________________________
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
_______________________________
Steven C. Barre
Assistant Secretary
NOTE POWER
FOR VALUE RECEIVED, USI American Holdings, Inc. does hereby sell,
assign and transfer unto USI Global Corp. the Promissory Note dated June 1, 1995
to which this Note Power has been affixed, and does hereby irrevocably
constitute and appoint ___________________________ attorney to transfer the said
note on the books of the Maker thereof with full power of substitution in the
premises.
Dated: April 30, 1999
USI AMERICAN HOLDINGS, INC.
By: PETER REILLY
______________________________________
Treasurer
ACKNOWLEDGMENT AND ANNEX TO PROMISSORY NOTE
USI AMERICAN HOLDINGS, INC. hereby acknowledges receipt from
CARISBROOK INDUSTRIES, INC. of $51,894,200 as prepayment in part of that certain
9% Promissory Note (the "Note") in the original principal amount of
$69,311,200, dated June 1, 1995 and due on September 15, 2005.
This acknowledgment shall be attached to and shall constitute a part
of the Note.
Dated: December 20, 1996
USI AMERICAN HOLDINGS, INC.
By: GEORGE H. MACLEAN
-------------------------------
George H. MacLean
Vice President
ATTEST
By: STEVEN C. BARRE
-------------------------------
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are CARISBROOK INDUSTRIES, INC.
("Maker"), and USI AMERICAN HOLDINGS INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $69,311,200
to Payee on June 1, 1995 (the "Note"), of which $51,894,200 was prepaid on
December 20, 1996; the Note was amended pursuant to a Note Amendment Agreement
dated as of January 1, 1996; and the parties desire to amend the terms of the
Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 7.5% per annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1997.
CARISBROOK INDUSTRIES, INC.
GEORGE H. MACLEAN
---------------------------------
Vice President
USI AMERICAN HOLDINGS INC.
GEORGE H. MACLEAN
---------------------------------
Vice President
PROMISSORY NOTE
$3,360,000.00 June 6, 1995
For value received, the undersigned, EJ FOOTWEAR CORP., a New York
corporation ("Maker"), hereby promises to pay to the order of JUSI HOLDINGS,
INC., a Delaware corporation ("Payee"), or registered assigns, the principal sum
of $3,360,000.00 (the "Principal Sum"). From the date hereof until repayment in
full of the Principal Sum, the unpaid Principal Sum shall bear interest at a
rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this
Promissory Note shall be made in lawful money of the United States, in
immediately available funds, at the office of Payee or at any other place Payee
may designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
EJ FOOTWEAR CORP.
By: GEORGE H. MACLEAN
--------------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
---------------------------------
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are EJ FOOTWEAR CORP. ("Maker"), and JUSI
HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $3,360,000 to
Payee on June 6, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 7.5% per annum to 6.5%
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
--------------------------------
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
--------------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are EJ FOOTWEAR CORP. ("Maker"), and JUSI
HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $3,360,000 to
Payee on June 6, 1995 (the "Note"), and the parties desire to amend the terms
of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate
set forth in the Note is hereby amended from 9% per annum to
7.5% per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
-----------------------------------
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
-----------------------------------
Vice President
PROMISSORY NOTE
$72,040,000.00 June 6, 1995
For value received, the undersigned, EJ FOOTWEAR CORP., a New York
corporation ("Maker"), hereby promises to pay to the order of JUSI HOLDINGS,
INC., a Delaware corporation ("Payee"), or registered assigns, the principal sum
of $72,040,000.00 (the "Principal Sum"). From the date hereof until repayment in
full of the Principal Sum, the unpaid Principal Sum shall bear interest at a
rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Stun shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and transfer
of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
EJ FOOTWEAR CORP.
By: GEORGE H. MACLEAN
------------------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
------------------------------
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are EJ FOOTWEAR CORP. ("Maker"), and JUSI
HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $72,040,000 to
Payee on June 6, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 7.5% per annum to 6.5% per
annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
-----------------------------
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
-----------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are EJ FOOTWEAR CORP. ("Maker"), and JUSI
HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $72,040,000 to
Payee on June 6, 1995 (the "Note"), and the parties desire to amend the terms
of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 9% per annum to 7.5% per
annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
-----------------------------
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
-----------------------------
Vice President
PROMISSORY NOTE
$113,747,200 May 31, 1995
For value received, the undersigned, GARDEN STATE TANNING, INC.
("Maker"), hereby promises to pay to the order of USI AMERICAN HOLDINGS, INC.
("Payee"), or registered assigns, the principal sum of $113,747,200 (the
"Principal Sum"). From the date hereof until repayment in full of the Principal
Sum, the unpaid Principal Sum shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. The Company may treat the registered holder of
this Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
GARDEN STATE TANNING, INC.
By: GEORGE H. MACLEAN
______________________________________
Name:
Title:
ATTEST:
By: STEVEN C. BARRE
______________________________
NOTE POWER
FOR VALUE RECEIVED, USI American Holdings, Inc. does hereby sell,
assign and transfer unto USI Global Corp. the Promissory Note dated May 31, 1995
to which this Note Power has been affixed, and does hereby irrevocably
constitute and appoint _____________________ attorney to transfer the said note
on the books of the Maker thereof with full power of substitution in the
premises.
Dated: April 30, 1999
USI AMERICAN HOLDINGS, INC.
By: PETER REILLY
--------------------------
Treasurer
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are GARDEN STATE TANNING, INC. ("Maker"),
and USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $113,747,200
to Payee on May 31, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 7.5% per annum to 6.5% per
annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
GARDEN STATE TANNING, INC.
GEORGE H. MACLEAN
-------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
GEORGE H. MACLEAN
-------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are GARDEN STATE TANNING, INC. ("Maker"), and
USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $113,747,200 to
Payee on May 31, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 9% per annum to 7.5%
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
GARDEN STATE TANNING, INC.
GEORGE H. MACLEAN
----------------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
GEORGE H. MACLEAN
----------------------------------
Vice President
PROMISSORY NOTE
$15,800,000 June 5, 1995
For value received, the undersigned, GEORGIA BOOT, INC. ("Maker"), hereby
promises to pay to the order of JUSI HOLDINGS, INC. ("Payee"), or registered
assigns, the principal sum of $15,800,000 (the "Principal Sum"). From the date
hereof until repayment in full of the Principal Sum, the unpaid Principal Sum
shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration an transfer of
this Promissory Note. The Company may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
GEORGIA BOOT, INC.
By: GEORGE H. MACLEAN
------------------------------
Name:
Title:
ATTEST:
By: STEVEN C. BARRE
------------------------------
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are GEORGIA BOOT, INC. ("Maker"), and JUSI
HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $15,800,000 to
Payee on June 5, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate
set forth in the Note is hereby amended from 7.5% per annum to
6.5% per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
GEORGIA BOOT, INC.
GEORGE H. MACLEAN
----------------------------------
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
----------------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are GEORGIA BOOT, INC. ("Maker"), and
JUSI HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $15,800,000 to
Payee on June 5, 1995 (the "Note"), and the parties desire to amend the terms
of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 9% per
annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note shall
remain unchanged and in full force and effect. Nothing in
this Agreement shall be construed as a novation of the
Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this
Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
GEORGIA BOOT, INC.
GEORGE H. MACLEAN
_________________________________________
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
_________________________________________
Vice President
PROMISSORY NOTE
$40,800,000.00 June 6, 1995
For value received, the undersigned, GEORGIA BOOT INC., a Delaware
corporation ("Maker"), hereby promises to pay to the order of EJ FOOTWEAR CORP.,
a New York corporation ("Payee"), or registered assigns, the principal sum of
$40,800,000.00 (the "Principal Sum"). From the date hereof until repayment in
full of the Principal Sum, the unpaid Principal Sum shall bear interest at a
rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
GEORGIA BOOT INC.
By: GEORGE H. MACLEAN
_____________________________________
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
_______________________________
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are GEORGIA BOOT INC. ("Maker"), and EJ
FOOTWEAR CORP. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $40,800,000 to
Payee on June 6, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 7.5%
per annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note shall
remain unchanged and in full force and effect. Nothing in
this Agreement shall be construed as a novation of the
Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this
Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
GEORGIA BOOT INC.
GEORGE H. MACLEAN
_________________________________________
Vice President
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
_________________________________________
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are GEORGIA BOOT INC. ("Maker"), and EJ
FOOTWEAR CORP. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $40,800,000 to
Payee on June 6, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 9% per annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
GEORGIA BOOT INC.
GEORGE H. MACLEAN
---------------------------
Vice President
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
---------------------------
Vice President
PROMISSORY NOTE
$27,880,000.00 June 6, 1995
For value received, the undersigned, LEHIGH SAFETY SHOE CO., a Delaware
corporation ("Maker"), hereby promises to pay to the order of HM LEHIGH SAFETY
SHOE CO., INC., a Pennsylvania corporation ("Payee"), or registered assigns, the
principal sum of $27,880,000.00 (the "Principal Sum"). From the date hereof
until repayment in full of the Principal Sum, the unpaid Principal Sum shall
bear interest at a rate of 9%, per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
LEHIGH SAFETY SHOE CO.
By: GEORGE H. MACLEAN
-----------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
----------------------------
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are HM LEHIGH SAFETY SHOE CO. ("Maker"), and
EJ FOOTWEAR CORP. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $27,880,000 to
Payee on June 6, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 7.5 % per annum to 6.5 %
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
HM LEHIGH SAFETY SHOE CO.
GEORGE H. MACLEAN
---------------------------
Vice President
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
---------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are HM LEHIGH SAFETY SHOE CO. ("Maker"), and
EJ FOOTWEAR CORP. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $27,880,000 to
Payee on June 6, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1 Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 9% per annum to 7.5% per
annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original, executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
HM LEHIGH SAFETY SHOE CO.
GEORGE H. MACLEAN
------------------------------
Vice President
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
-----------------------------
Vice President
PROMISSORY NOTE
$27,880,000.00 June 6, 1995
For value received, the undersigned, HM LEHIGH SAFETY SHOE CO., INC.,
a Pennsylvania corporation ("Maker"), hereby promises to pay to the order of EJ
FOOTWEAR CORP., a New York corporation ("Payee"), or registered assigns, the
principal sum of $27,880,000.00 (the "Principal Sum"). From the date hereof
until repayment in full of the Principal Sum, the unpaid Principal Sum shall
bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Stun shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this
Promissory Note shall be made in lawful money of the United States, in
immediately available funds, at the office of Payee or at any other place Payee
may designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
HM LEHIGH SAFETY SHOE CO., INC.
By: GEORGE H. MACLEAN
-------------------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
------------------------------------
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are LEHIGH SAFETY SHOE CO. ("Maker"),
and HM LEHIGH SAFETY SHOE CO. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $27,880,000
to Payee on June 6, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 7.5% per annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1997.
LEHIGH SAFETY SHOE CO.
GEORGE H. MACLEAN
-------------------------------
Vice President
HM LEHIGH SAFETY SHOE CO.
GEORGE H. MACLEAN
-------------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are LEHIGH SAFETY SHOE CO. ("Maker"), and HM
LEHIGH SAFETY SHOE CO. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $27,880,000 to
Payee on June 6, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 9% per annum to 7.5% per
annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
LEHIGH SAFETY SHOE CO.
GEORGE H. MACLEAN
---------------------------
Vice President
HM LEHIGH SAFETY SHOE CO.
GEORGE H. MACLEAN
-----------------------------
Vice President
PROMISSORY NOTE
$18,960,000 June 5, 1995
For value received, the undersigned, LEON PLASTICS, INC. ("Maker"), hereby
promises to pay to the order of JUSI HOLDINGS, INC. ("Payee"), or registered
assigns, the principal sum of $18,960,000 (the "Principal Sum"). From the date
hereof until repayment in full of the Principal Sum, the unpaid Principal Sum
shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration an transfer of
this Promissory Note. The Company may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
LEON PLASTICS, INC.
By: GEORGE H. MACLEAN
---------------------------------
Name:
Title:
ATTEST:
By: STEVEN C. BARRE
--------------------------------
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are LEON PLASTICS, INC. ("Maker"), and
JUSI HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $18,960,000
to Payee on June 5, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 7.5% per annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1997.
LEON PLASTICS, INC.
GEORGE H. MACLEAN
-------------------------------
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
-------------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are LEON PLASTICS, INC. ("Maker"), and
JUSI HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $18,960,000
to Payee on June 5, 1995 (the "Note"), and the parties desire to amend the
terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 9% per annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1996.
LEON PLASTICS, INC.
GEORGE H. MACLEAN
-------------------------------
Vice President
JUSI HOLDINGS, INC.
GEORGE H. MACLEAN
-------------------------------
Vice President
PROMISSORY NOTE
$172,000,000 February 16, 1999
For value received, the undersigned, REXAIR INC. ("Maker"), hereby
promises to pay to the order of USI AMERICAN HOLDINGS, INC. ("Payee"), or
registered assigns, the principal sum of $172,000,000 (the "Principal Sum").
From the date hereof until repayment in full of the Principal Sum, the unpaid
Principal Sum shall bear interest at a rate of 6.5% per annum.
The Principal Sum shall be due and payable on September 15, 2009 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. The Company may treat the registered holder of
this Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
REYAIRINC.
By: GEORGE H. MACLEAN
______________________________________
Name:
Title:
ATTEST:
By: STEVEN C. BARRE
_______________________________
NOTE POWER
FOR VALUE RECEIVED, USI American Holdings, Inc. does hereby sell,
assign and transfer unto USI Global Corp. the Promissory Note dated February 16,
1999 to which this Note Power has been affixed, and does hereby irrevocably
constitute and appoint ___________________________ attorney to transfer the said
note on the books of the Maker thereof with full power of substitution in the
premises.
Dated: April 30, 1999
USI AMERICAN HOLDINGS, INC.
By: PETER REILLY
_________________________
Treasurer
PROMISSORY NOTE
$88,985,600 May 31, 1995
For value received, the undersigned, REXAIR INC. ("Maker"), hereby promises
to pay to the order of REXAIR HOLDINGS, INC. ("Payee"), or registered assigns,
the principal sum of $88,985,600 (the "Principal Sum"). From the date hereof
until repayment in full of the Principal Sum, the unpaid Principal Sum shall
bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration an transfer of
this Promissory Note. The Company may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
REXAIR INC.
By: GEORGE H. MACLEAN
-------------------------------
Name:
Title:
ATTEST:
By: STEVEN C. BARRE
-----------------------------------
ACKNOWLEDGMENT AND ANNEX TO PROMISSORY NOTE
REXAIR HOLDINGS, INC. hereby acknowledges receipt from REXAIR INC. of
$50,965,139 as prepayment in part of that certain 9% Promissory Note (the
"Note") in the original principal amount of $88,985,600 dated May 31, 1995 and
due on September 15, 2005.
This acknowledgment shall be attached to and shall constitute a part of the
Note.
Dated: October 10, 1997
REXAIR HOLDINGS, INC.
By: GEORGE H. MACLEAN
--------------------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
-----------------------------
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are REXAIR INC. ("Maker"), and REXAIR
HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $88,985,600 to
Payee on May 31, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 7.5% per annum to 6.5%
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
REXAIR INC.
GEORGE H. MACLEAN
----------------------------
Vice President
REXAIR HOLDINGS, INC.
GEORGE H. MACLEAN
----------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are REXAIR INC. ("Maker"), and REXAIR
HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $88,985,600 to
Payee on May 31, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 9% per annum to 7.5%
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
REXAIR INC.
GEORGE H. MACLEAN
---------------------------
Vice President
REXAIR HOLDINGS, INC.
GEORGE H. MACLEAN
-----------------------------
Vice President
PROMISSORY NOTE
$88,985,600 May 31, 1995
For value received, the undersigned, REXAIR HOLDINGS INC. ("Maker"),
hereby promises to pay to the order of USI AMERICAN HOLDINGS, INC. ("Payee"), or
registered assigns, the principal sum of $88,985,600 (the "Principal Sum"). From
the date hereof until repayment in full of the Principal Sum, the unpaid
Principal Sum shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this
Promissory Note shall be made in lawful money of the United States, in
immediately available funds, at the office of Payee or at any other place Payee
may designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. The Company may treat the registered holder of
this Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
REXAIR HOLDINGS INC.
By: GEORGE H. MACLEAN
--------------------------
Name:
Title:
ATTEST:
By: STEVEN C. BARRE
---------------------------
ACKNOWLEDGMENT AND ANNEX TO PROMISSORY NOTE
USI AMERICAN HOLDINGS, INC. hereby acknowledges receipt from REXAIR
HOLDINGS, INC. of $50,965,139 as prepayment in part of that certain 9%
Promissory Note (the "Note") in the original principal amount of $88,985,600
dated May 31, 1995 and due on September 15, 2005.
This acknowledgment shall be attached to and shall constitute a part of
the Note.
Dated: October 10, 1997
USI AMERICAN HOLDINGS, INC.
By: GEORGE H. MACLEAN
--------------------------
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
------------------------------
Steven C. Barre
Assistant Secretary
NOTE POWER
FOR VALUE RECEIVED, USI American Holdings, Inc. does hereby sell,
assign and transfer unto USI Global Corp. the Promissory Note dated May 31, 1995
to which this Note Power has been affixed, and does hereby irrevocably
constitute and appoint attorney to transfer the said note
on the books of the Maker thereof with full power of substitution in the
premises.
Dated: April 30, 1999
USI AMERICAN HOLDINGS, INC.
By PETER REILLY
-----------------------------
Treasurer
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are REXAIR HOLDINGS INC. ("Maker"), and
USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $88,985,600
to Payee on May 31, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 7.5% per annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1997.
REXAIR HOLDINGS INC.
GEORGE H. MACLEAN
---------------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
GEORGE H. MACLEAN
---------------------------------
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are REXAIR HOLDINGS INC. ("Maker"), and
USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $88,985,600
to Payee on May 31, 1995 (the "Note"), and the parties desire to amend the terms
of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the
interest rate set forth in the Note is hereby
amended from 9% per annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note
shall remain unchanged and in full force and
effect. Nothing in this Agreement shall be
construed as a novation of the Note.
3. Payee hereby represents and warrants that it has
not heretofore sold the Note to any other party,
and Payee agrees to cause an original executed
copy of this Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1996.
REXAIR HOLDINGS INC.
GEORGE H. MACLEAN
---------------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
GEORGE H. MACLEAN
---------------------------------
Vice President
PROMISSORY NOTE
$3,360,000.00 June 6, 1995
For value received, the undersigned, TRIMFOOT CO., a Delaware
corporation ("Maker"), hereby promises to pay to the order of EJ FOOTWEAR CORP.,
a New York corporation ("Payee"), or registered assigns, the principal sum of
$3,360,000.00 (the "Principal Sum"). From the date hereof until repayment in
full of the Principal Sum, the unpaid Principal Sum shall bear interest at a
rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
TRIMFOOT CO.
By: GEORGE H. MACLEAN
______________________________________
George H. MacLean
Vice President
ATTEST:
By: STEVEN C. BARRE
_______________________________
Steven C. Barre
Assistant Secretary
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are TRIMFOOT CO. ("Maker"), and EJ
FOOTWEAR CORP. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $3,360,000 to
Payee on June 6, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 7.5%
per annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note shall
remain unchanged and in full force and effect. Nothing in
this Agreement shall be construed as a novation of the
Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this
Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
TRIMFOOT CO.
GEORGE H. MACLEAN
_____________________________________
Vice President
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
_____________________________________
Vice President
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are TRIMFOOT CO. ("Maker"), and EJ
FOOTWEAR CORP. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $3,360,000 to
Payee on June 6, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 9% per
annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note shall
remain unchanged and in full force and effect. Nothing in
this Agreement shall be construed as a novation of the
Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this
Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
TRIMFOOT CO.
GEORGE H. MACLEAN
_____________________________________
Vice President
EJ FOOTWEAR CORP.
GEORGE H. MACLEAN
_____________________________________
Vice President