EXHIBIT 4.3
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Amortizing Note
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SBIC License No. 05 / 05-5134 Loan No. #1
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NOTE
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$3,571,578 Date of Issuance: March 31, 1993
Maturity Date: April 1, 2000
Capital Dimensions Venture Fund, Inc. (the "SSBIC"), Two Appletree Square,
Suite 335, Minneapolis, MN 55425-1637.
For value received, the SSBIC hereby promises to pay to the order of the U.S.
Small Business Administration ("SBA") the principal sum of Three Million Five
Hundred Seventy One Thousand Five Hundred Seventy Eight dollars ($3,571,578)
(the "Original Principal Amount") at such location as SBA may direct and to pay
principal and interest in the aggregate amount of $169,872.52 quarterly on July
1, 1993, October 1, 1993, January 1, 1994, April 1, 1994 and on each quarterly
date thereafter through and including April 1, 2000 (the "Payment Dates"), as
herein provided, at the rate of 8.375% per annum (the "Stated Interest Rate").
These payments constitute a direct reduction or level payment loan for 28
calendar quarters at an annual interest rate of 8.375%. To the extent that any
portion of the unpaid principal hereof shall not be paid when due (whether by
acceleration, in accordance with Section 5.6 of the Repurchase Agreement, or
otherwise), such overdue amount shall bear interest at a penalty interest rate
equal to the Stated Interest Rate plus 6% per annum, and such interest shall be
payable on demand. The SSBIC shall deposit all payments with respect to this
Note not later than 12:00 noon (Washington, D.C. 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.
This Note is issued by the SSBIC pursuant to the Specialized Small Business
Investment Company 3% Preferred Stock Repurchase Agreement (the "Repurchase
Agreement"), dated March 31, 1993, between the SSBIC and SBA and is subject to
the regulations, as amended from time to time (the "Regulations"), under the
Small Business Investment Act of 1958, as amended (15 U.S.C. Sections 661 ET.
SEQ.), provided, however, that any events of default or conditions provided in
the Regulations are incorporated herein as if fully set forth.
Upon the occurrence of an Event of Default under the Repurchase Agreement, the
entire outstanding principal balance of this Note plus accrued interest may be
declared immediately due and payable as provided in the Repurchase Agreement.
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The SSBIC may elect to prepay this Note in whole or in part, without penalty, on
any July 1, October 1, January 1, or April 1 in the manner and at the price as
next described. For any prepayment in whole, the prepayment price shall be an
amount equal to the outstanding principal balance of this Note as of such
scheduled payment date. For any prepayment in part, the prepayment price may be
any amount. Partial prepayments shall be applied to the outstanding principal
balance of the loan as of the date of prepayment. In the event of a partial
prepayment, a new quarterly level payment amount will be determined, based on
the Stated Interest Rate, the number of quarterly payments remaining to the
original maturity date, and the balance of the loan following the partial
prepayment. All prepayments shall be sent to SBA or such agent as SBA shall
direct, in immediately available funds.
No portion of the principal sum of this Note or the interest thereon, or any
prepayment if the SSBIC elects to prepay this Note, may be derived, directly or
indirectly, from the issuance of preferred stock to SBA or from funds acquired
or borrowed from SBA after November 21, 1989. Payments made within 90 days of
such issuance of preferred stock or receipt of subsidized funds shall be
presumed to have been derived therefrom. It is explicitly recognized by SBA and
the SSBIC that the refinancing of $3,000,000 of the SBIC's Debentures by way of
the purchase by SBA of $3,000,000 of 4% Preferred Stock will not be deemed to be
funds acquired or borrowed from SBA with respect to the conditions and
limitations of this paragraph.
The outstanding principal amount of this Note shall be included in the aggregate
amount of debentures outstanding for purposes of determining the amount of
Leverage (as defined in 13 C.F.R. Section 107.3) available to the SSBIC.
The terms and conditions of this Note shall be construed in accordance with, and
its validity and enforcement governed by, applicable Federal law.
Should any provision of this Note or any of the Repurchase Documents (as defined
in the Repurchase Agreement) be declared illegal or unenforceable by a court of
competent jurisdiction, the remaining provisions shall remain in full force and
effect and this Note shall be construed as if said provisions were not contained
herein.
All notices to the SSBIC which are required or may be given under this Note
shall be sufficient in all respects if sent to the above-noted address of the
SSBIC. For the purposes of this Note, the SSBIC may change this address only
upon written approval of SBA.
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IN WITNESS WHEREOF, the SSBIC has caused this Note 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
CAPITAL DIMENSIONS VENTURE FUND, INC.
By: /s/ Dean Pickerell
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ATTEST: Dean Pickerell, President
/s/ Thomas F. Hunt, Jr.
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Secretary