EXHIBIT 10.74
SENIOR SUBORDINATED NOTE
THE SENIOR SUBORDINATED NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
IT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SAID ACT AND SUCH LAWS AND THE
RESPECTIVE RULES AND REGULATIONS THEREUNDER.
THE SENIOR SUBORDINATED NOTE REPRESENTED HEREBY IS ISSUED WITH ORIGINAL ISSUE
DISCOUNT. FOR INFORMATION CONCERNING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE
DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THIS AGREEMENT, CONTACT CASTLE
DENTAL CENTERS, INC. AT 0000 XXXX XXX XXXX., XXXXX 0000, XXXXXXX, XXXXX 00000.
THE INDEBTEDNESS EVIDENCED BY THIS SENIOR SUBORDINATED NOTE IS SUBORDINATED TO
OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE
SUBJECT TO THE TERMS OF SECTION 8 OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT
DATED AS OF DECEMBER 18, 1995 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED
FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF), BETWEEN CASTLE DENTAL CENTERS,
INC. AND THE INVESTORS NAMED ON THE SIGNATURE PAGES THEREOF.
CASTLE DENTAL CENTERS, INC.
12% Senior Subordinated Note
due January 31, 1998
No. R-1 January 31, 1998
$1,347,000
FOR VALUE RECEIVED, the undersigned, CASTLE DENTAL CENTERS, INC., a
corporation organized and existing under the laws of the State of Delaware
(herein called the "COMPANY"), promises to pay to NAP & COMPANY or registered
assigns, the principal sum of $1,347,000 on January 31, 1998, with interest
(computed on the basis of a 360-day year of twelve 30-day months) on the unpaid
balance thereof at the rate of 12% per annum from the date hereof, payable
monthly in arrears in cash on the last day of each month in each year,
commencing on June 30, 1997, until the principal hereof (or any portion
thereof), shall have become due and payable (whether at maturity, upon
acceleration, upon notice of prepayment or otherwise) or shall have been paid.
Upon the occurrence and during the continuation of any payment default (other
than a payment default in respect of any Installment) under paragraph 9A(i) or
paragraph 9A(ii) of the Agreement (defined below), the rate of interest under
this Senior Subordinated Note shall be increased to a rate per annum from time
to time equal to the lower of (a) 16% and (b) the maximum rate, if any,
permitted by applicable law, compounded quarterly.
Payments of both principal and interest are to be made at the
address shown on the Company's registry or at such other place as the holder
hereof shall designate to the Company in writing, in lawful money of the United
States of America.
This Senior Subordinated Note is one of the New Senior Subordinated
Notes of the Company made and delivered by the Company pursuant to a Securities
Purchase Agreement dated as of December 18, 1995 (as amended, supplemented or
otherwise modified from time to time pursuant to the terms thereof, the
"AGREEMENT"), between the Company and the Investors named on the signature pages
thereof and is entitled to the benefits and is subject to the provisions of the
Agreement. As provided in the Agreement, this Senior Subordinated Note is
subject to prepayment in whole or in part in certain cases as specified in the
Agreement. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
This Senior Subordinated Note is a registered Senior Subordinated
Note and, as provided in the Agreement, upon surrender hereof for registration
of transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or his attorney duly authorized
in writing, one or more new Senior Subordinated Notes of like tenor and for a
like aggregate principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the
Company and any agent of the Company may treat the person in whose name this
Senior Subordinated Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
The Company has agreed to make prepayments of principal on the
dates and in the amounts specified in the Agreement.
In case an Event of Default, as defined in the Agreement, shall
occur and be continuing, the principal of this Senior Subordinated Note may be
declared due and payable in the manner and with the effect provided in the
Agreement. Upon the terms set forth in the Agreement, the Company has agreed to
pay, and save the holder hereof harmless against any liability for, liabilities,
losses, damages and expenses arising in connection with the enforcement by the
holder hereof of any of its rights under this Senior Subordinated Note, the
Agreement or any other Related Document.
This Senior Subordinated Note is intended to be performed in the
State of New York, and shall be construed and enforced in accordance with the
law of such State, without giving effect to the conflicts or choice of law
principles of such State.
CASTLE DENTAL CENTERS, INC.
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
