Exhibit 4.1
PROMISSORY NOTE
$130,000.00 July 9, 2001
FOR VALUE RECEIVED, Ripp Entertainment Group, Inc. ( "Maker"), promises to
pay to the order of TTR Technologies, Inc. ("Payee"), 2 HaNagar St., Kfar Saba,
Israel or at such other place as the Payee may from time to time designate in
writing, the principal sum of One Hundred Thirty Thousand Dollars ($130,000.00),
as well as accrued interest as provided for hereunder, to be paid in lawful
money of United States of America, on or before July 9, 2002 (the "Maturity
Date"). The unpaid principal balance shall bear interest at a rate of eight
percent (8.0%). All interest charges shall be calculated for the actual number
of days elapsed based on a 365 day year.
This Note is issued under the terms of the Agreement dated as of June 22,
2001 between Maker and Payee and is secured by the security interest provided
for therein.
1. The principal amount of this Note may be repaid by Maker , in whole or
in part without premium or penalty, at any time. Upon any prepayment of the
entire principal amount of this Note, or portion thereof, all accrued, but
unpaid, interest shall be paid to Payee on the date of prepayment with respect
to the principal amount prepaid. All prepayments shall be applied first to any
accrued and unpaid interest.
2. Events of Default (i) Upon the occurrence of any of the following
events (hereinafter, "Events of Default") , this Note and all outstanding
principal and accrued interest through the date of payment shall become
immediately due and payable:
(a) A final judgment shall be entered against Maker for the payment of
money in any amount material in respect of its financial condition,
and the same shall remain unsatisfied for a 30 day period during
which it might be executed upon; or any writ, warrant of attachment,
execution or similar process shall be issued or levied against
Maker's or an affiliate's property having a book value in an amount
material in respect of its financial condition and the same shall
not be discharged released or vacated within 30 days of issue or
levy; or a judgment creditor shall by any means, including levy,
distraint, replevin or self-help, obtain actual or constructive
possession of Maker's or an affiliate's property having a book value
in an amount material in respect of its financial condition or
business, or such possession shall have a material, adverse effect
on its financial condition or business; or
(b) (i) Maker or an affiliate generally shall not pay its debts as they
become due, become insolvent, suspend its usual business, cease to
exist; (ii) Maker its affiliate shall enter into an agreement with
its creditors to reduce its obligations to them or defer their
fulfillment, make a general assignment for the benefit of its
creditors, commence any proceeding relating to it under any Chapter
of the United States Bankruptcy Code or seek discharge or reduction
of its debts, arrangement, composition, reorganization or any other
form of relief from its creditors or from a court or governmental
agency pursuant to any bankruptcy, reorganization, arrangement,
readjustment of debt, receivership, dissolution, or liquidation law
statute or procedure of any jurisdiction for the relief of
financially distressed debtors (each of the foregoing a "Debtor
Relief Procedure") ; (iii) a Debtor Relief Procedure shall be
instituted , initiated or commenced against Maker or any of its
affiliates, or any endorser, guarantor or surety for any obligation
of Maker or an affiliate to Payee, and, if under the United States
Bankruptcy Code an order for relief is entered and not dismissed
within 30 days after
commencement of the case or if under another Debtor Relief
Procedure, the substantial equivalent occurs or the Debtor Relief
Procedure is not dismissed or otherwise terminated within 30 days of
its commencement; or (iv) Maker shall take any action to effect any
event described in clauses (i), (ii), or (iii) of this subsection;
or
(c) there shall occur any seizure, vesting or intervention by or under
authority of any government by which the management of Maker or any
affiliate shall be displaced, or its authority in the conduct of its
business shall be curtailed or impaired; or
(d) this Note, or any guaranty of Maker's or its affiliate's obligations
to Payee or any agreement or commitment securing or supporting any
such obligation shall be declared by a court of competent
jurisdiction to be not in full force and effect or shall for any
other reason cease to be fully enforceable in courts within the
United States having jurisdiction over Maker; or the validity or
enforceability of any of the foregoing shall be challenged, denied
or contested by Maker or any affiliate, any person having or
asserting any interest whatsoever in or having possession, custody
or any control over any property of Maker or any affiliate, or any
governmental officer or agency
(ii) In the event any one or more of the Events of Default specified above
shall happen or be continuing, the Payee may proceed to protect and enforce its
right by suit in the specific performance of any covenant or agreement contained
in this Note or in aid of the exercise of any power granted in this Note or may
proceed to enforce the payment of this Note or to enforce any other legal or
equitable rights as Payee may have.
3. Miscellaneous (i) Maker represents that execution and delivery of this Note
has been duly authorized and that execution and delivery of this Note shall not
violate or cause a default of any obligation, covenant or condition contained in
any agreement to which Maker is a party.
(ii) This Note shall be construed and enforce in accordance with the laws
of the State of New York. Maker and Payee hereby consent to the exclusive
jurisdiction of the courts of the State of New York and the United States
District Courts situated therein in connection with any action concerning the
provisions of this Note.
IN WITNESS WHEREOF, the Company has caused this Note to be signed as of
the date first written above.
Ripp Entertainment Group, Inc.
By: /s/ Artie Ripp
Name: Artie Ripp
Its: President