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EXHIBIT 10.12
SENIOR SUBORDINATED NOTE
$5,000,000 DECEMBER 30, 1997
FOR VALUE RECEIVED, the undersigned, SELFIX, INC. a Delaware corporation;
TAMOR CORPORATION, a Massachusetts corporation; SHUTTERS, INC., an Illinois
corporation; and SEYMOUR HOUSEWARES CORPORATION, a Delaware corporation
(individually and "Joint Issuer" and, collectively, the "Joint Issuers"),
hereby unconditionally PROMISE TO PAY to the order of GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("GE Capital"), in its individual capacity,
at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, or at such other
place as the holder of this Senior Subordinated Note may designate from time to
time in writing, in lawful money of the United States of America and in
immediately available funds, the principal amount of FIVE MILLION DOLLARS
($5,000,000), together with interest on the unpaid principal amount of this
Senior Subordinated Note outstanding from time to time from the date hereof, at
the rate provided in the Note Purchase Agreement (as herein after defined).
The Joint Issuers agree that they will be jointly and severally liable for the
payment of all amounts due hereunder.
This Senior Subordinated Note is issued pursuant to that certain Note
Purchase Agreement dated as of December 30, 1997 by and among the Joint
Issuers, Home Products International, Inc., a Delaware corporation, and GE
Capital and the other Note Purchasers signatory thereto (as the same from time
to time may be amended, restated, supplemented or otherwise modified, the "Note
Purchase Agreement'), and is entitled to the benefit and security of the Note
Purchase Documents provided for therein, to which reference is xxxxxx made for
a statement of all of the terms and conditions under which the indebtedness
evidenced hereby is made and is to be repaid and for a statement of holder's
remedies upon the occurrence and during the continuance of an Event of Default.
All capitalized terms, unless otherwise defined herein, shall have the
meanings ascribed to them in the Note Purchase Agreement.
The principal amount of the indebtedness evidenced hereby shall be payable
in one installment on December 30, 2006, if not sooner paid in full, and is
subject to certain prepayments as set forth in the Note Purchase Agreement.
Interest thereon shall be paid until such principal amount is paid in full at
such interest rates and at such times, as are specified in the Note Purchase
Agreement.
If any payment on this Senior Subordinated 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 rate applicable for the prior month
during such extension.
Upon and after the occurrence of an Event of Default, this Senior
Subordinated Note may, as provided in the Note Purchase Agreement, and without
demand, notice or legal process of any kind, be declared, and immediately shall
become, due and payable.
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Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Joint Issuers to the fullest extent permitted by law.
All payments under this Senior Subordinated Note shall be paid in the
State of Illinois, and this Senior Subordinated Note shall be interpreted,
governed by, and construed in accordance with, the laws of the State of
Illinois applicable to promissory notes made and payable in such State.
SELFIX, INC.
By:____________________________
Name:__________________________
Title:_________________________
TAMOR CORPORATION
By:____________________________
Name:__________________________
Title:_________________________
SHUTTERS, INC.
By:____________________________
Name:__________________________
Title:_________________________
SEYMOUR HOUSEWARES CORPORATION
By:____________________________
Name:__________________________
Title:_________________________
