I.D. Control # ________________
License # ________________
DEBENTURE
*****************
(the "Original Principal Amount")
$
(the "Maturity Date")
(the "Company")
(Street)
(City)
(State)
(Zip)
PART I -- PERIOD SPECIFIC TERMS
A.
Applicable for the Scheduled Interim Period (and New Interim
Periods, as applicable)
Interest rate per annum for the Scheduled Interim Period:
Annual Charge applicable to the Scheduled Interim Period:
%
% per annum
Date of Issuance:
Scheduled Pooling Date:
Scheduled Interim Period:
from and including the Date of Issuance
to but excluding the Scheduled Pooling Date
The following italicized terms will apply if the Interim Period is
extended by SBA:
New
New
New
New
interest rate(s) per annum
(a)_______%
Annual Charge per annum
(a)_______%
Pooling Date(s):
(a)
Interim Period(s): from and including:(a)
to but excluding: (a)
(b)
(b)
(b)
(b)
(b)
% (c)______%
% (c)______%
(c)______
(c)______
(c)______
The Company, for value received, promises to pay to JPMorgan Chase Bank
N.A., as Custodian (the "Custodian") for the U.S. Small Business
Administration ("SBA") and SBIC Funding Corporation (the "Funding
Corporation"), pursuant to the Custody and Administration Agreement (the
"Custody Agreement") dated as of April 27, 1998 among SBA, the Funding
Corporation, the Federal Home Loan Bank of Chicago, as Interim Funding
Provider (the "Interim Funding Provider"), and the Custodian, as
amended,: (i) interest on the Original Principal Amount listed above at
the applicable rate per annum listed above, and (ii) an Annual Charge on
the Original Principal Amount listed above at the applicable rate per
annum listed above, each at such location as SBA, as guarantor of this
Debenture, may direct and each at the related rate per annum identified
for the Scheduled Interim Period (and each New Interim Period, if any).
SBA FORM 444C (Revised 9/06)
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This Debenture will bear interest for, and the Annual Charge will apply
to, the Scheduled Interim Period (and each New Interim Period, if any)
at the rate(s) and for the applicable period(s) indicated above, to be
paid in arrears by 1:00 p.m. (New York City time) on the Business Day
prior to the Scheduled Pooling Date (and each New Pooling Date, if any)
listed above. As used throughout this Debenture, "Business Day" means
any day other than: (i) a Saturday or Sunday; (ii) a legal holiday in
Washington, D.C.; and (iii) a day on which banking institutions in New
York City are authorized or obligated by law or executive order to be
closed. Interest on this Debenture and the Annual Charge for the
Scheduled Interim Period (and each New Interim Period, if any) will each
be computed on the basis of the actual number of days in the applicable
Interest Period divided by 360. The Company may not prepay this
Debenture, in whole or in part, during the Scheduled Interim Period or
any New Interim Period.
B.
This Section B. is effective only after (i) the Scheduled
Interim Period and any New Interim Period(s) expire and (ii)
the Custodian receives this Debenture for pooling.
The Company, for value received, promises to pay to the order of
JPMorgan Chase Bank N.A., acting as Trustee (the "Trustee") under that
certain Amended and Restated Trust Agreement dated as of February 1,
1997, as the same may be amended from time to time, by and among the
Trustee, the SBA and SBIC Funding Corporation, and as the Holder hereof,
interest semiannually on March 1st and September 1st (the "Payment
Dates") of each year, at such location as SBA, as guarantor of this
Debenture, may direct at the rate of
% per annum (the
"Stated Interest Rate"), and to pay a ______% per annum fee (the “Annual
Charge”) to SBA on each Payment Date, each calculated on the basis of a
year of 365 days, for the actual number of days elapsed (including the
first day but excluding the last day), on the Original Principal Amount
from the last day of the Interim Period until payment of such Original
Principal Amount has been made or duly provided for. The Company shall
deposit all payments with respect to this Debenture not later than 12:00
noon (New York City time) on the applicable Payment Date or the next
Business Day if the Payment Date is not a Business Day, all as directed
by SBA.
The Company may elect to prepay this Debenture, in whole and not in
part, on any Payment Date, in the manner and at the price as next
described. The prepayment price (the "Prepayment Price") must be an
amount equal to the Original Principal Amount, plus interest accrued and
unpaid thereon to the Payment Date selected for prepayment together with
the accrued and unpaid Annual Charge thereon to the Payment Date
selected for prepayment.
The amount of the Prepayment Price must be sent to SBA or such agent as
SBA may direct, by wire payment in immediately available funds, not less
than three Business Days prior to the regular Payment Date. Until the
Company is notified otherwise in writing by SBA, any Prepayment Price
must be paid to the account maintained by the Trustee, entitled the SBA
Prepayment Subaccount and must include an identification of the Company
by name and SBA-assigned license number, the loan number appearing on
the face of this Debenture, and such other information as SBA or its
agent may specify.
SBA FORM 444C (Revised 9/06)
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II. -- GENERAL TERMS
For value received, the Company promises to pay to the order of the
Trustee the Original Principal Amount on the Maturity Date at such
location as SBA, as guarantor of this Debenture, may direct.
This Debenture is issued by the Company and guaranteed by SBA, pursuant
and subject to Section 303 of the Small Business Investment Act of 1958,
as amended (the "Act") (15 U.S.C. Section 683). This Debenture is
subject to all of the regulations promulgated under the Act, as amended
from time to time, provided, however, that 13 C.F.R. Sections 107.1810
and 107.1830 through 107.1850 as in effect on the date of this Debenture
are incorporated in this Debenture as if fully set forth. If this
Debenture is accelerated, then the Company promises to pay an amount
equal to the Original Principal Amount of this Debenture, plus interest
and Annual Charge accrued and unpaid thereon to but excluding the next
Payment Date following such acceleration.
This Debenture is deemed issued in the District of Columbia as of the
day, month, and year first stated above. The terms and conditions of
this Debenture must be construed in accordance with, and its validity
and enforcement governed by, federal law.
The warranties, representations, or certification made to SBA on any SBA
Form 1022 or any application letter of the Company for an SBA commitment
related to this Debenture, and any documents submitted in connection
with the issuance of this Debenture, are incorporated in this Debenture
as if fully set forth.
Should any provision of this Debenture or any of the documents
incorporated by reference in this Debenture be declared illegal or
unenforceable by a court of competent jurisdiction, the remaining
provisions will remain in full force and effect and this Debenture must
be construed as if such provisions were not contained in this Debenture.
All notices to the Company which are required or may be given under this
Debenture shall be sufficient in all respects if sent to the above-noted
address of the Company. For the purposes of this Debenture, the Company
may change this address only upon written approval of SBA.
SBA FORM 444C (Revised 9/06)
3 of 4
Execution of this Debenture by the Company's general partner, in the
case that the Company is organized as a limited partnership, shall not
subject the Company's general partner to liability, as such, for the
payment of any part of the debt evidenced by this Debenture.
COMPANY ORGANIZED AS LIMITED PARTNERSHIP
(CORPORATE GENERAL PARTNER)
-----------------------------------------IN WITNESS WHEREOF, the Company's general partner has caused this
Debenture to be signed by its duly authorized officer and the corporate
seal of the general partner to be affixed and attested by its Secretary
or Assistant Secretary as of the date of issuance stated above.
CORPORATE SEAL
(Name of Licensee)
By:
(Corporate General Partner)
By:
(Typed Name and Title)
ATTEST:
Secretary or Assistant Secretary
(Strike One)
SBA FORM 444C (Revised 9/06)
4 of 4
COMPANY ORGANIZED AS CORPORATION
IN WITNESS WHEREOF, the Company has caused this debenture to be signed
by its duly authorized officer and its corporate seal to be hereunto
affixed and attested by its Secretary or Assistant Secretary as of the
date of issuance stated above.
CORPORATE SEAL
(Name of Licensee)
By:
(Typed Name and Title)
ATTEST:
Secretary or Assistant
Secretary (Strike One)
SBA FORM 444C (Revised 9/06)
4 of 4
Execution of this debenture by the Company's general partner, in the
case that the Company is organized as a limited partnership, shall not
subject the Company's general partner to liability, as such, for the
payment of any part of the debt evidenced by this debenture.
COMPANY ORGANIZED AS LIMITED PARTNERSHIP
(GENERAL PARTNERSHIP GENERAL PARTNER)
----------------------------------------IN WITNESS WHEREOF, this debenture has been signed by the general
partner of the Company's general partner as of the date of issuance
stated above.
(Name of Licensee)
By:
(Name of General Partnership General Partner)
By:
Typed Name)
GENERAL PARTNER
SBA FORM 444C (Revised 9/06)
4 of 4
Execution of this debenture by the Company's general partner, in the
case that the Company is organized as a limited partnership, shall not
subject the Company's general partner to liability, as such, for the
payment of any part of the debt evidenced by this debenture.
COMPANY ORGANIZED AS LIMITED PARTNERSHIP
(INDIVIDUAL GENERAL PARTNER)
----------------------------------------IN WITNESS WHEREOF, this debenture has been signed by the Company's
general partner as of the date of issuance stated above.
(Name of Licensee)
By:
(Typed Name)
GENERAL PARTNER
SBA FORM 444C (Revised 9/06)
4 of 4
Execution of this debenture by the Company's general partner, in the
case that the Company is organized as a limited partnership, shall not
subject the Company's general partner to liability, as such, for the
payment of any part of the debt evidenced by this debenture.
COMPANY ORGANIZED AS LIMITED PARTNERSHIP
(LIMITED PARTNERSHIP GENERAL PARTNER)
----------------------------------------IN WITNESS WHEREOF, this debenture has been signed by the general
partner of the Company's general partner as of the date of issuance
stated above.
(Name of Licensee)
By:
(Name of Limited Partnership General Partner)
By:
(Typed Name)
GENERAL PARTNER
SBA FORM 444C (Revised 9/06)
4 of 4
Execution of this debenture by the Company's general partner, in
the case that the Company is organized as a limited partnership, shall
not subject the Company's general partner to liability, as such, for the
payment of any part of the debt evidenced by this debenture.
COMPANY ORGANIZED AS LIMITED PARTNERSHIP
(LIMITED LIABILITY COMPANY GENERAL PARTNER)
IN WITNESS WHEREOF, the Company’s general partner has caused this
debenture to be signed by its duly authorized representative as of the
date of issuance stated above.
(Name of Licensee)
By:
(Name of Limited Liability Company General Partner)
By:
(Typed Name)
GENERAL PARTNER
SBA FORM 444C (Revised 9/06)
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