EXHIBIT (F)(2)
Published on June 25, 2008
Exhibit
(f)(2)
I.D.
Control # 08000216
License # 04/04-0292
DEBENTURE
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$9,400,000.00 (the Original Principal Amount)
(the Maturity Date)
Triangle Mezzanine Fund LLLP (the Company)
3600 Glenwood Avenue, Suite 104 Raleigh, NC. 27612
(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 3.01100%
Annual
Charge applicable to the Scheduled Interim Period .717% per annum
Date of
Issuance: 4-11-08
Scheduled Pooling Date: September 24, 2008
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 interest rate (s) per annum
|
(a) | % | (b) | % | (c) | % | ||||||
New Annual Charge per annum
|
(a) | % | (b) | % | (c) | % | ||||||
New Pooling Date (s) :
|
(a) | (b) | (c) | |||||||||
New Interim Period (s): from and including:
|
(a) | (b) | (c) | |||||||||
to but excluding:
|
(a) | (b) | (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).
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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 if 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 (a) 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 .717% 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 then 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.
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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, than 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.
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Execution of this debenture by the Companys general partner, in the case that the Company
is organized as a limited partnership, shall not subject the Companys 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)
(LIMITED LIABILITY COMPANY GENERAL PARTNER)
IN WITNESS WHEREOF, the Companys general partner has caused this debenture to be signed by
its duly authorized representative as of the date of issuance stated above.
Triangle Mezzanine Fund LLLP | ||||||
(Name of Licensee) | ||||||
By: | New Triangle GP LLC | |||||
(Name of Limited Liability Company General Partner) | ||||||
By: | /s/ Brent P. W. Burgess | |||||
Brent P. W. Burgess | ||||||
(Typed Name) | ||||||
GENERAL PARTNER |
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