Exhibit 4.4
NOTE
$1,500,000.00 November 25, 1997
FOR VALUE RECEIVED, the undersigned, QUALITY PRODUCTS, INC. a Delaware
corporation and QPI MULTIPRESS, INC., an Ohio corporation (collectively
"Borrower"), with offices at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000,
hereby jointly and severally promise to pay to the order of EASTLAKE SECURITIES,
INC., a New York corporation ("Agent"), at its office at 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as Agent may direct from time
to time), in lawful money of the United States and in immediately available
funds, the principal amount of one million, five hundred thousand dollars
($1,500,000.00) advanced to Borrower under that certain Credit Agreement of even
date herewith (the "Credit Agreement"), together with interest of six percent
(6%) per annum thereon computed daily on the basis of a 360 day year, in
accordance with the Credit Agreement.
Borrower shall pay installments of fifty thousand dollars ($50,000)
principal together with accrued interest on the last Business Day (as defined in
the Credit Agreement) of each December, March, June and September, commencing
December 31, 1997. All payments made shall be applied first to accrued interest
and only thereafter to reduction of the principal balance then outstanding. The
unpaid balance of this Note (assuming no prior acceleration) shall be due and
payable in full, together with accrued interest thereon, on December 29, 2000.
If any amount is not paid in full on the date due hereunder, all
amounts due hereunder shall accelerate and become immediately due and payable
and all such unpaid amount shall bear default interest, from such date until the
date of actual payment (and before as well as after judgment) at the per annum
rate of twelve percent (12%), computed daily on the basis of a 360 day year.
This Note is the "Note" referred to in the Credit Agreement. This Note
is secured by the Collateral described in the Security Agreement and the Loan
Documents referred to in the Credit Agreement. Reference is hereby made to the
Credit Agreement and the Loan Documents for rights and obligations of payment
and prepayment, events of default, and the right of Agent to accelerate the
maturity hereof upon the occurrence of such events.
Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest, and demand and notice of protest, demand,
dishonor, and nonpayment of this Note.
Xxxxxxxx agrees to pay all collection expenses, court costs, and
reasonable attorneys fees and disbursements (whether or not litigation is
commenced) that may be incurred in connection with the collection or enforcement
of this Note.
The undersigned, who if two or more in number, jointly or severally,
hereby irrevocably authorizes any attorney-at-law to appear in any court of
record in the State of Ohio or in any other state or territory of the United
States (other than any court in which utilization of this warrant of attorney
would be contrary to law) at any time after this Note becomes due, whether by
lapse of time, acceleration or otherwise, to waive the issuance and service of
process, to admit maturity and nonpayment of the indebtedness evidenced by this
Note, and to confess judgment against the undersigned (or any of them) in favor
of Agent for the amount then appearing due, together with interest, expenses,
the costs of suit and reasonable counsel fees, and thereupon to release and
waive all errors, rights of appeal and stays of execution. The foregoing warrant
of attorney shall survive the judgment. Should any judgment be vacated for any
reason, the foregoing warrant of attorney nevertheless may thereafter be
utilized for obtaining additional judgment or judgments. Such authority shall
not be exhausted by one exercise, but judgment may be confessed from time to
time as any sums and/or costs, expenses, or reasonable counsel fees shall be
due, by filing an original or a photostatic copy of this Note. The undersigned
hereby waives all relief from any and all appraisement or exemption laws now in
force or hereafter enacted. The undersigned agrees that Agent's attorney may
confess judgment pursuant to the foregoing warranty of attorney. The undersigned
further agrees that the attorney confessing judgment pursuant to the foregoing
warrant of attorney may receive a legal fee or other compensation from the
Agent.
This Note shall be governed by and construed in accordance with the
laws of Ohio, without giving effect to principles of conflicts of law. Borrower
hereby (i) irrevocably consents and agrees that any action or proceeding for the
enforcement of this Note may be brought in any Federal or state court situated
in Franklin County, Ohio, (ii) agrees that any process in any action commenced
in such court under this Agreement may be served upon Borrower at the address
above (or such new address for service, which shall be the same address as
Xxxxxxxx's principal office, as Borrower may notify Agent in writing by
certified mail, return receipt requested), which, by certified or registered
mail, return receipt requested, or by an overnight courier service which obtains
evidence of delivery, with the same full force and effect as if personally
served upon Borrower, in addition to any other
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method of service permitted by law, and (iii) waives any claim that such court
is not a convenient forum for any such action and waives any defense of lack of
in personam jurisdiction or improper venue with respect thereon.
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
QUALITY PRODUCTS, INC.
By:/s/Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx, President
QPI MULTIPRESS, INC.
By: Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx, President
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
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