Amount $_________________ Exhibit 4.1.2
Number:___________
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 12.00% 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/ Xxxxx X. XxXxxxx
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Xxxxxxx X. Xxxxxxx, President Xxxxx X. XxXxxxx, Controller
