Exhibit 10.1
THIS INSTRUMENT AND THE RIGHTS AND
OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED PURSUANT TO THE TERMS
OF (1) THE DEBT SUBORDINATION AGREEMENT DATED AS OF DECEMBER
3, 2007, AMONG WLR RECOVERY FUND III, L.P., AS SUBORDINATE
CREDITOR, MAKER, AS DEBTOR AND GENERAL ELECTRIC CAPITAL
CORPORATION, AS AGENT (THE “GE DEBT SUBORDINATION
AGREEMENT”), AND (2) THE DEBT SUBORDINATION AGREEMENT
DATED AS OF DECEMBER 3, 2007, AMONG WLR RECOVERY FUND III, L.P.,
WLR IV PARALLEL ESC, L.P. AND WLR RECOVERY FUND IV, L.P., AS
SUBORDINATE CREDITORS, MAKER, AS DEBTOR AND THE PURCHASERS NAMED
THEREIN (THE “NOTEHOLDER DEBT SUBORDINATION
AGREEMENT”), AND PAYEE AND EACH OTHER HOLDER OF THIS
INSTRUMENT, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES AND AGREES TO
SUCH SUBORDINATION.
FORM OF PROMISSORY
NOTE
FOR VALUE RECEIVED,
International Textile Group, Inc., a Delaware corporation (the
“Maker”), hereby promises to pay on June 6, 2012
(the “Maturity Date”) to the order of
(the “Payee”), at 1166 Avenue of the Americas,
27 th Floor, New York, New York 10036,
or such other place as the Payee may designate in writing, in
lawful money of the United States of America, the principal sum of
($
), or such lesser amount as may be advanced hereunder, together
with interest (calculated on an assumed year of 360 days, for the
actual number of days elapsed) from the date hereof on the unpaid
principal balance at the rate of 18% per annum. Accrued but
unpaid interest on this Note shall be converted to additional
principal amounts on the last day of each September and
March.
The principal of or interest on this
Note may be prepaid in whole or in part at any time and from time
to time without premium. This Note shall be paid without deduction
by reason of any set-off, defense or counterclaim of the
Maker.
The occurrence of any one or more of
the following events shall constitute an Event of Default under
this Note: (i) the failure to pay principal of or interest on
this Note as and when due, which failure continues for 15 days
after Payee shall have given Maker written notice of such failure
to pay; (ii) the commencement of a proceeding against the
Maker for dissolution or liquidation, or the voluntary or
involuntary termination or dissolution of the Maker; or
(iii) insolvency of, the appointment of a custodian, trustee,
liquidator or receiver for any of the property of, an assignment
for the benefit of creditors by, or the filing of a petition under
any bankruptcy, insolvency or debtor’s relief law, or for any
readjustment of indebtedness, composition or extension by or
against the Maker.
The Maker agrees that upon an Event
of Default under this Note, then all
