Deed of Trust Note

DEED OF TRUST NOTE


$14,000,000.00 Baltimore, Maryland
December 27, 1989


FOR VALUE RECEIVED, LONDONTOWN CORPORATION, a Delaware corporation, (the "Borrower"), promises to pay to the order of METLIFE CAPITAL CREDIT CORPORATION, a Delaware corporation (the "Lender"), the principal sum of FOURTEEN MILLION DOLLARS AND NO CENTS ($14,000,000.00) (the "Principal Loan Amount") with interest thereon at the rate hereinafter set forth (the "Loan"). The repayment of interest and principal of the Principal Loan Amount shall be as follows:


(1) (a) Beginning on the the date hereof, interest will be due on the unpaid Principal Loan Amount at the rate of ten and one-quarter percent (10.25%) per annum (the "Interest Rate").


(b) All interest will be calculated on the basis of a 360-day year factor applied to actual days elapsed.


(2) Interest on the unpaid Principal Loan Amount will be payable, in arrears, commencing with interest only for the partial month in which the date hereof occurs, on the first day of the first full month after the date hereof, and continuing thereafter on the first day of each month until the entire unpaid Principal Loan Amount and all accrued and unpaid interest thereon is paid in full.


(3) Principal and interest thereon as described above will be paid in one hundred thirteen (113) substantially equal consecutive monthly installments as set forth on Schedule 1 attached hereto and made a part hereof, in the amount needed to repay the Principal Loan Amount in full on the twentieth anniversary of the date hereof. Such monthly payments of principal and interest will begin on the first day of the second full month after the date hereof, and will continue on the first day of each and every month thereafter until the Loan matures. The Loan will mature and the outstanding Principal Loan Amount, all accrued and unpaid interest thereon, and any other sums due and payable in connection therewith (the "Balloon Payment"), unless paid in its entirety at an earlier date, will be due and payable on the first day of that month which is one hundred fourteen (114) months after the month in which the first payment of principal and interest occurs (the "Maturity Date").


(4) If any portion of the Principal Loan Amount and/or interest thereon remains unpaid after the Maturity Date such portion of the Principal Loan Amount and all unpaid interest will bear interest from the Maturity Date until such amount due is paid in full, at the rate of two percent (2%) per annum over the Interest Rate.


(5) If the Borrower fails to make one or more required payments of principal and/or interest, as provided above, within ten (10) days after the date such payment is due, the Borrower will pay to the Lender a late charge equal to four percent (4%)of said-unpaid amount in order to defray the increased cost involved in handling such delinquent payments. Any such charges shall be payable on demand.


(6) Any installment or other part payment made by or on behalf of the Borrower hereof will be applied first, to late payment charges due under paragraph (5) above; second, to interest accrued and payable at the stated rate and the penalty rate stated in paragraph (4) above, if applicable; and third, to the unpaid Principal Loan Amount hereof, in the inverse order of the maturity of the principal payments.


(7) The Principal Loan amount may be prepaid, in whole, but not in part, on any regularly scheduled principal and interest payment date occurring on or after the third anniversary of the date hereof,, upon not less than thirty (30) days prior written notice to the Lender, but only in accordance with the terms and conditions of this paragraph (7). Any such optional prepayment will be accompanied by payment of accrued and unpaid interest on the Principal Loan Amount up to (but not including) the date of prepayment, and by payment to the Lender of a prepayment premium, if any, determined as follows:


The prepayment premium shall be determined by (i) calculating the
decrease, if any, expressed in basis points, in the current weekly average
yield of ten (10) year United States Treasury Notes, as published in
Federal Reserve Statistical Release H.15 (519) from the date of this Note
to the prepayment date, (ii) dividing the difference, if any, by 10,000,
(iii) multiplying the result by the outstanding Principal Loan Amount to be
prepaid, (iv) multiplying the result in (iii) by the number of years
remaining from the prepayment date to the Maturity Date, and (v)
discounting the calculated result to the present value of such amounts
utilizing a discount factor of 10.25% per annum. Expressed as a formula,
the calculation would be made as follows:


(Basis Point decrease in the index/10,000) x outstanding Principal
Loan Amount equals the prepayment premium for each remaining year. Discount
the prepayment premium for each year at 10.25% per annum for number of
years remaining from the prepayment date to the Maturity Date.


For example, if the prepayment premium for each remaining year from
the prepayment date to the Maturity Date is $50,000.00 and seven (7) years
are remaining from the prepayment date to the Maturity Date, the discounted
prepayment premium would be $241,430.27.


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(8) Notwithstanding anything to the contrary, the prepayment premium (as determined in accordance with paragraph (7) above but not exceeding $200,000.00) shall be due in the event that the Loan is accelerated as a result of: (i) a sale, transfer or conveyance, of any interest in the Property (as defined in the Deed of Trust) to a third party not directly or indirectly owned or affiliated with the Borrower, or (ii) a change in the ownership of the Borrower, whether by sale or acquisition, which results in a material change in the composition of the management of the Borrower, occurring prior to the third anniversary of the date hereof. For the purposes of this paragraph, "management" shall mean the Borrower's executive officer group and the officer group. A "material change in the composition of the management" shall not be deemed to include changes in management of the Borrower occurring in the ordinary course of the Borrower's business including, without limitation, retirement, death and normal employee attrition. Any such prepayment shall not delay, postpone, abate or recast the balance of the unpaid Principal Loan Amount, and the monthly payments thereunder shall continue in the same amount and in the same order as set forth on Schedule 1.


All payments of principal, interest, late fees and premiums, if any, will be made during regular business hours at the principal office of the holder of this Note located at Ten Stamford Forum, Stamford, Connecticut 06904, or at such other place as the Lender shall designate in writing, and will be made by check (subject to collection), draft (subject to collection), or other instrument as may be approved from time to time by the holder hereof or may be paid in coin or currency of the United States of America which at the time of such payment is legal tender for the payment of public or private debts. Any payment by check or draft will be subject to the condition that any receipt issued therefor will be ineffective unless the amount due is actually collected by the Lender.


This Note is secured inter alia by the first Deed of Trust and Security Agreement of even date herewith by and between Borrower, Daniel L. Wieneke and Jack N. Zemil, Trustees, and Lender covering certain property and premises situate and lying in Carroll County, Maryland (the "Deed of Trus ...