Exhibit 4.1.2
Amount $ Number:
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Three-Year Subordinated Note
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Name (the "Noteholder")
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Date Received
FOR VALUE RECEIVED, Xxxxxx'x, Inc. (the "Company"), a Minnesota
corporation, hereby promises to pay to the Noteholder, or registered assigns,
interest (computed on the basis of a 360-day year) on the unpaid balance thereof
at the rate of 9.00% percent per annum from the date noted above, payable
semiannually on the 1st day of January and the 1st day of July each year
commencing with July 1, 1997 until the principal hereof has become due and
payable The entire principal sum of this Note in the amount noted above and any
accrued interest yet unpaid shall become due and payable in full on
_______________, _____.
Payments of both principal and interest are to be made at 0000 Xxxx 00xx
Xxxxxx, Xxxxx, Xxxxxxxxx 00000-0000, or any other place the Noteholder
designates to the Company in writing. If any payment on this Note becomes due
and payable of a Saturday, Sunday, or business holiday, the maturity date
thereof shall be extended to the next succeeding business day. The Company
reserves the right to prepay this Note in whole or in part plus accrued interest
to the prepayment date, without penalty or premium. Any partial prepayment shall
be in multiples of $1000.
This Note is unsecured in all respects. This Note is subordinated in
right of payment to the prior payment in full of all Senior Indebtedness. The
Company and the Noteholder by accepting this Note agrees to the subordination
and authorizes the Company to give it effect. Senior Indebtedness means all
Indebtedness (as defined below) of the Company except (a) indebtedness evidenced
by this Note and (b) indebtedness which is expressly made equal in right of
payment to this Note. "Indebtedness" of the Company on any date includes (i) all
indebtedness for money borrowed by the Company, (ii) indebtedness of the Company
under leases which are capitalized under generally accepted accounting
principles ("GAAP") and (iii) indebtedness of the Company representing the
deferred and unpaid purchase price of any property or business (excluding trade
and service payables incurred in the ordinary course of business and
constituting current liabilities).
Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration of otherwise, all such Senior Indebtedness must first be paid in
full before any payment is made by the Company on account of this Note. The
Company may not pay any amounts in respect of this Note, designate or set aside
any amount for such payment, or acquire any Note for cash or property, other
than capital stock of the Company, (a) if the Company is then in default in the
payment of any obligation due with respect to Senior Indebtedness or (b) if a
default on Senior Indebtedness occurs and is continuing that permits holders of
such Senior Indebtedness to accelerate its maturity (other than a payment
default) and the Company receives a notice of the default. The Company may
resume payments on this Note and may acquire them when the default is cured or
waived.
In the event of nonpayment when due of any payment due on this Note, and
if such default continues for a period of 30 days, then at the option of this
Noteholder, all amounts then owing under this Note shall become due and payable,
subject to the subordination provisions of this Note.
This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Minnesota.
CIATTI'S, INC.
By: /s/ Xxxxxxx X. Xxxxxxx Attest: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxx, President Xxxxxx X. Xxxxxxxxxx, Controller
