Steven B. Boehm, Esq.
Harry S. Pangas, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, NW Washington, DC 20004-2415 Tel: (202) 383-0100 Fax: (202) 637-3593 |
John A. Good, Esq.
Bass, Berry & Sims PLC 100 Peabody Place, Suite 900 Memphis, Tennessee 38103-3672 Tel: (901) 543-5901 Fax: (888) 543-4644 |
Proposed Maximum
|
Amount of
|
|||||
Title of Securities
|
Aggregate
|
Registration
|
||||
Being Registered | Offering Price (1) | Fee | ||||
Common Stock, $0.01 par value
per share
|
$115,000,000 | $3,531 (2) | ||||
(1) | Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of determining the registration fee. Includes shares subject to the underwriters over-allotment option. |
(2) | Previously paid |
The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell these securities and is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted.
|
Per Share | Total | |||||||
Public offering
price
(1)
|
$ | 15.00 | $ | 100,000,000 | ||||
Underwriting discount (sales load)
|
$ | 1.05 | $ | 7,000,000 | ||||
Proceeds to us, before
expenses
(2)
|
$ | 13.95 | $ | 93,000,000 |
(1) | In addition, we will issue 4,525,674 shares in exchange for the aggregate consideration of $59.5 million in connection with the formation transactions described herein. |
(2) | We estimate that we will incur approximately $2 million of expenses in connection with this offering. |
Morgan Keegan & Company, Inc. | BB&T Capital Markets |
SMH Capital Inc. | Ferris, Baker Watts |
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F-1 | ||||||||
Schedule of Investment in and
Advances to Affiliates
|
F-31 | |||||||
Debentures Guaranteed by the SBA | ||||||||
Amended and Restated Advisory Agreement | ||||||||
Advisory Agreement | ||||||||
Agreement and Plan of Merger | ||||||||
Exchange Agreement | ||||||||
Exchange Agreement | ||||||||
Consent of Grant Thornton LLP | ||||||||
Report of Grant Thornton LLP | ||||||||
Consent of Proposed Director - Joseph E. Cannon | ||||||||
Consent of Proposed Director - Michael Appling Jr. |
1
Cost of
|
Fair Value of
|
|||||||||
Company
|
Nature of Principal Business
|
Investment (1)(2) | Investment (3) | |||||||
(dollars in thousands) | ||||||||||
Advantage Millwork Company,
Inc.
|
Manufacturer/distributor of wood doors | $ | 2,480 | $ | 2,480 | |||||
All Hose & Specialty, LLC
|
Distributes commercial/industrial hoses | 2,680 | 4,600 | |||||||
American Sensor Technologies,
Inc.
|
Manufactures commercial/industrial sensors | 3,350 | 3,875 | |||||||
Café Brazil, LLC
|
Operates casual restaurant chain | 2,992 | 3,975 | |||||||
Carlton Global Resources, LLC
|
Produces and processes industrial minerals | 4,000 | 4,000 | |||||||
CBT Nuggets, LLC
|
Produces and sells IT certification training videos | 2,904 | 3,430 | |||||||
East Teak Fine Hardwoods, Inc.
|
Distributes hardwood products | 4,583 | 4,868 | |||||||
Hawthorne Customs &
Dispatch Services, LLC
|
Provides one stop logistics services | 2,062 | 2,750 | |||||||
Hayden Acquisition, LLC
|
Manufactures utility structures | 2,120 | 2,120 | |||||||
Houston Plating &
Coatings, LLC
|
Provides plating and industrial coating services | 310 | 1,960 | |||||||
Jensen Jewelers of Idaho, LLC
|
Sells retail jewelry | 2,599 | 2,599 | |||||||
KBK Industries, LLC
|
Manufactures oilfield and industrial products | 4,490 | 5,614 | |||||||
Laurus Healthcare, LP
|
Develops and manages healthcare facilities | 3,115 | 3,115 | |||||||
Magna Card, Inc.
|
Distributes wholesale/consumer magnetic products | 2,116 | 2.016 | |||||||
National Trench Safety, LLC
|
Rents and sells trench and traffic safety equipment | 1,792 | 1,792 | |||||||
Pulse Systems, LLC
|
Manufactures components for medical devices | 2,721 | 2,952 | |||||||
Quest Design &
Production, LLC
|
Designs and fabricates custom displays | 3,940 | 3,940 | |||||||
TA Acquisition Group, LP
|
Produces and processes construction aggregates | 3,135 | 7,975 | |||||||
Technical Innovations, LLC
|
Manufactures specialty cutting tools and punches | 2,165 | 3,205 | |||||||
Transportation General, Inc.
|
Provides taxi cab/transportation services | 3,770 | 4,140 | |||||||
Turbine Air Systems, Ltd.
|
Manufactures commercial/industrial chilling systems | 1,097 | 1,097 | |||||||
Wicks N More, LLC
|
Manufactures high-end candles | 4,290 | 3,720 | |||||||
WorldCall, Inc.
|
Provides telecommunication/information services | 1,064 | 1,150 | |||||||
Other
Investments
(4)
|
Various | 150 | | |||||||
Total | $ | 63,925 | $ | 77,373 | ||||||
(1) | Net of prepayments but before accumulated unearned income allocations. |
(2) | Aggregates the cost of all of our investments in each of our portfolio companies. |
(3) | Aggregates the fair value of all of our investments in each of our portfolio companies. |
(4) | Includes our investment in Barton Springs Grill LP, which was an insignificant investment as of March 31, 2007. |
2
| Permanent Capital Base and Longer Investment Horizon. Unlike traditional private investment vehicles such as SBICs, which typically are finite-life limited partnerships with a limited investment horizon, we will operate as a corporation with a perpetual life and no requirement to return capital to investors. We believe raising separate pools of capital with finite investment terms unreasonably diverts managements time from its basic investment activities. We believe that our new structure will allow us to make investments with a longer investment horizon and to better control the timing and method of exiting our investments, which we believe will enhance our returns. | |
| Investment Efficiency. SBICs are subject to a number of regulatory restrictions on their investment activities, including limits on the size of individual investments and the size and types of companies in which they are permitted to invest. Subsequent to the consummation of this offering, we may make investments through Main Street Capital Corporation without these restrictions, allowing us to pursue certain attractive investment opportunities that we previously were required to forgo. In addition, as a |
3
public company with more capital available, we will not be required to secure co-investments from non-affiliated investors for investments exceeding our historical regulatory size limits. |
| Greater Access to Capital. As a public company, we expect to have access to greater amounts and types of capital that we can use to grow our investment portfolio. In addition, we should be able to obtain additional capital in a more efficient and cost effective manner than if we were to remain a private entity. We will also have the ability to spread our overhead and operating costs over a larger capital base. | |
| Key Personnel Retention. Retaining and providing proper incentives to key personnel over longer periods of time is critical to the success of our operations. As a public company, we will have the ability to provide competitive rates of compensation, including equity incentives to current and future employees, to further align their economic interests with our stockholders. |
| Delivering Customized Financing Solutions. We believe our ability to provide a broad range of customized financing solutions to lower middle market companies sets us apart from other capital providers that focus on providing a limited number of financing solutions. We offer to our portfolio companies customized debt financing solutions with equity components that are tailored to the facts and circumstances of each situation. Our ability to invest across a companys capital structure, from senior secured loans to subordinated debt to equity securities, allows us to offer our portfolio companies a comprehensive suite of financing solutions, or one-stop financing. | |
| Focusing on Established Companies in the Lower Middle Market. We generally invest in companies with established market positions, experienced management teams and proven revenue streams. Those companies generally possess better risk-adjusted return profiles than newer companies that are building management or are in the early stages of building a revenue base. In addition, established lower middle market companies generally provide opportunities for capital appreciation. | |
| Leveraging the Skills and Experience of Our Investment Team. Our investment team has over 35 years of combined experience in lending to and investing in lower middle market companies. The members of our investment team have broad investment backgrounds, with prior experience at private investment funds, investment banks and other financial services companies, and currently include five certified public accountants and one chartered financial analyst. The expertise of our investment team in |
4
analyzing, valuing, structuring, negotiating and closing transactions should provide us with competitive advantages by allowing us to consider customized financing solutions and non-traditional and complex structures. |
| Maintaining Portfolio Diversification. We seek to maintain a portfolio of investments that is appropriately diversified among various companies, industries, geographic regions and end markets. This portfolio diversity is intended to mitigate the potential effects of negative economic events for particular companies, regions and industries. |
| Capitalizing on Strong Transaction Sourcing Network. Our investment team seeks to leverage its extensive network of referral sources for investments in lower middle market companies developed over the last ten years. Since our wholly-owned subsidiary, Main Street Mezzanine Fund, was formed in 2002, it has originated and been the lead investor in over 25 principal investment transactions and has developed a reputation in our marketplace as a responsive, efficient and reliable source of financing, which has created a growing proprietary deal flow for us. |
| Benefiting from Lower Cost of Capital. Main Street Mezzanine Funds SBIC license has allowed it and, subject to SBA approval, will allow us to issue SBA-guaranteed debentures. SBA-guaranteed debentures carry long-term fixed rates that are generally lower than rates on comparable bank and public debt. Because lower cost SBA leverage is, and will continue to be, a significant part of our capital base, our relative cost of debt capital should be lower than many of our competitors. |
| Proven Management Team with Meaningful Financial Commitment. We look for operationally-oriented management with direct industry experience and a successful track record. In addition, we expect the management team of each portfolio company to have meaningful equity ownership in the portfolio company to better align our respective economic interests. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our debt investment and enhances the value of our equity investment. | |
| Established Companies with Positive Cash Flow. We seek to invest in established companies in the lower middle market with sound historical financial performance. We typically focus on companies that have historically generated EBITDA of greater than $1.0 million and commensurate levels of free cash flow. We generally do not intend to invest in start-up companies or companies with speculative business plans. | |
| Defensible Competitive Advantages/Favorable Industry Position. We primarily focus on companies having competitive advantages in their respective markets and/or operating in industries with barriers to entry, which may help to protect their market position and profitability. | |
| Exit Alternatives. We expect that the primary means by which we exit our debt investments will be through the repayment of our investment from internally generated cash flow and/or refinancing. In addition, we seek to invest in companies whose business models and expected future cash flows may provide alternate methods of repaying our investment, such as through a strategic acquisition by other industry participants or a recapitalization. |
5
| Pursuant to a merger agreement that has received the approval of the General Partner and over 95% of the limited partners of Main Street Mezzanine Fund, or the Limited Partners, we will acquire 100.0% of the limited partnership interests in Main Street Mezzanine Fund for $40.9 million (which represents the audited net asset value of Main Street Mezzanine Fund as of December 31, 2006, less cash distributed to partners in January 2007 related to realized gains). We will issue to the Limited Partners shares of common stock valued at $40.9 million in exchange for their limited partnership interests. The $40.9 million valuation represents a 54.4% premium over the total capital contributions made by the Limited Partners to Main Street Mezzanine Fund as a result of Main Street Mezzanine Funds cumulative retained earnings as well as the net unrealized appreciation recorded in the value of the investments held by Main Street Mezzanine Fund. The aggregate number of shares issuable to the Limited Partners will be determined by dividing $40.9 million by the initial public offering price per share. The shares issuable to the Limited Partners will be allocated among the Limited Partners in proportion to the respective limited partnership interests held by the Limited Partners. In determining the fair value of the investments held by Main Street Mezzanine Fund at December 31, 2006, we utilized independent valuation assistance provided by Duff & Phelps, LLC, an independent third-party valuation firm, which consisted of agreed upon procedures that we identified and asked them to perform. |
| We will acquire from the members of the General Partner 100.0% of their equity interests in the General Partner and, consequently, 100.0% of the general partnership interest in Main Street Mezzanine Fund for $9.0 million. We will issue to the members of the General Partner shares of common stock valued at $9.0 million in exchange for their equity interests in the General Partner. The aggregate number of shares issuable to the members of the General Partner will be determined by dividing $9.0 million by the initial public offering price per share. Under the current agreement of limited partnership, or partnership agreement, of Main Street Mezzanine Fund, the General Partner is entitled to 20.0% of Main Street Mezzanine Funds profits and distributions. We refer to the General Partners right to receive such profits and distributions as carried interest. The consideration being received by the members of the General Partner is based largely on the estimated present value of the 20.0% carried interest in Main Street Mezzanine Fund and comparable public market transactions, and was determined using industry standard valuation methodologies that we believe are reasonable and supportable. We also received valuation assistance from Duff & Phelps, LLC, an independent third party valuation firm, which consisted of agreed upon procedures that we identified and asked them to perform. |
| We will acquire from the members of the Investment Adviser 100.0% of their equity interests in the Investment Adviser for $18.0 million. We will issue to the members of the Investment Adviser shares of common stock valued at $18.0 million in exchange for their equity interests in the Investment Adviser. The aggregate number of shares issuable to the members of the Investment Adviser will be determined by dividing $18.0 million by the initial public offering price per share. The consideration payable to the members of the Investment Adviser is based on the estimated present value of net distributable income related to the management fees to which the Investment Adviser is entitled to receive pursuant to certain agreements and comparable public market transactions, and was determined using industry standard valuation methodologies that we believe are reasonable and supportable. We also received valuation assistance provided by Duff & Phelps, LLC, an independent third party valuation firm, which consisted of agreed upon procedures that we identified and asked them to perform. |
6
7
(1) | Based on 11,192,341 shares of common stock to be outstanding after this offering and completion of the formation transactions described elsewhere in this prospectus. Does not include 1,000,000 shares of common stock issuable pursuant to the underwriters over-allotment option. |
8
9
Common stock offered by us | 6,666,667 shares (1) |
Common stock issued in formation transactions | 4,525,674 shares |
Common stock to be outstanding after this offering | 11,192,341 shares (1) |
Use of proceeds | Our net proceeds from this offering will be approximately $91 million, assuming an initial public offering price of $15.00 per share. We intend to use all of the net proceeds from this offering to make investments in lower middle market companies in accordance with our investment objective and strategies described in this prospectus, pay our operating expenses and dividends to our stockholders and for general corporate purposes. Pending such use, we will invest the net proceeds primarily in short-term securities consistent with our business development company election and our election to be taxed as a RIC. See Use of Proceeds. |
Proposed Nasdaq Global Market symbol | MAIN | |
Dividends | We intend to pay quarterly dividends to our stockholders out of assets legally available for distribution. Our dividends, if any, will be determined by our Board of Directors. | |
Taxation | We intend to elect, effective as of the date of our formation, to be treated as a RIC for federal income tax purposes. As a RIC, we generally will not pay corporate-level federal income taxes on any net ordinary income or capital gains that we distribute to our stockholders as dividends. To obtain and maintain RIC tax treatment, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90.0% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See Material U.S. Federal Income Tax Considerations. | |
Dividend reinvestment plan | We have adopted a dividend reinvestment plan for our stockholders. The dividend reinvestment plan is an opt out reinvestment plan. As a result, if we declare dividends, then stockholders cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the dividend reinvestment plan so as to receive cash dividends. Stockholders who receive dividends in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their dividends in cash. See Dividend Reinvestment Plan. | |
Trading at a discount | Shares of closed-end investment companies frequently trade at a discount to their net asset value. This risk is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our shares will trade above, at or below net asset value. |
Risk factors | See Risk Factors beginning on page 15 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock. |
(1) | Does not include 1,000,000 shares of common stock issuable pursuant to the over-allotment option granted by us to the underwriters. |
10
Sales load (as a percentage of
offering price)
|
7.0 | % | (1) | ||
Offering and formation transaction
expenses (as a percentage of offering price)
|
2.0 | % | (2) | ||
Dividend reinvestment plan expenses
|
| (3) | |||
Total stockholder transaction
expenses (as a percentage of offering price)
|
9.0 | % |
Operating expenses
|
1.8 | % (4) | ||
Acquired fund fees and expenses
|
2.2 | % (5) | ||
Interest payments on borrowed funds
|
| % (6) | ||
Total annual expenses
|
4.0 | % (7) |
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
You would pay the following
expenses on a $1,000 investment, assuming a 5.0% annual return
|
$ | 130 | $ | 210 | $ | 292 | $ | 505 |
(1) | The underwriting discount with respect to shares sold in this offering, which is a one-time fee, is the only sales load paid in connection with this offering. |
(2) | Amount reflects estimated offering and formation transaction expenses of approximately $2 million to be paid by us. |
(3) | The expenses of administering our dividend reinvestment plan are included in operating expenses. | |
(4) | Operating expenses represent our estimated annual operating expenses, excluding overhead incurred by the Investment Adviser related to its investment management responsibilities for Main Street Mezzanine Fund and Main Street Capital II. Upon consummation of the formation transactions, the Investment Adviser will be reflected as an investment in affiliated operating company as it does not conduct substantially all of its investment management activities for Main Street Mezzanine Fund. Operating expenses also exclude interest payments on borrowed funds, which is presented separately above. |
(5) | Acquired fund fees and expenses are not fees and expenses to be incurred by Main Street Capital Corporation directly, but rather are expenses directly incurred by Main Street Mezzanine Fund which will be a wholly-owned subsidiary of Main Street Capital Corporation upon consummation of the formation transactions and the offering. These fees and expenses principally consist of approximately $3.2 million of annual interest payments on funds borrowed directly by Main Street Mezzanine Fund. As discussed elsewhere in this prospectus, Main Street Mezzanine Fund currently has $55.0 million of outstanding indebtedness guaranteed by the SBA. You will incur these fees and expenses indirectly through Main Street Capital Corporations 100% ownership of Main Street Mezzanine Fund. |
(6) | There are no interest payments on borrowed funds as Main Street Capital Corporation has not directly issued any indebtedness. You will indirectly incur interest payments on the $55.0 million of outstanding indebtedness of Main Street Mezzanine Fund, as a wholly-owned subsidiary of Main Street Capital Corporation. However, the interest payments to be made by Main Street Mezzanine Fund are reflected in the Acquired fund fees and expense line item above. |
(7) | The total annual expenses are the sum of operating expenses, acquired fund fees and expenses and interest payments on borrowed funds. In the future we may borrow money to leverage our net assets and increase our total assets. |
11
12
Three Months Ended
|
||||||||||||||||||||
Year Ended December 31, | March 31, | |||||||||||||||||||
2004 | 2005 | 2006 | 2006 | 2007 | ||||||||||||||||
(Unaudited) | ||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Income statement
data:
|
||||||||||||||||||||
Investment income:
|
||||||||||||||||||||
Total interest, fee and dividend
income
|
$ | 4,452 | $ | 7,338 | $ | 9,013 | $ | 2,095 | $ | 2,254 | ||||||||||
Interest from idle funds and other
|
9 | 222 | 749 | 202 | 159 | |||||||||||||||
Total investment income
|
4,461 | 7,560 | 9,762 | 2,297 | 2,413 | |||||||||||||||
Expenses:
|
||||||||||||||||||||
Management fees to affiliate
|
1,916 | 1,929 | 1,942 | 483 | 500 | |||||||||||||||
Interest
|
869 | 2,064 | 2,717 | 672 | 707 | |||||||||||||||
General and administrative
|
184 | 197 | 198 | 31 | 36 | |||||||||||||||
Total expenses
|
2,969 | 4,190 | 4,857 | 1,186 | 1,243 | |||||||||||||||
Net investment income
|
1,492 | 3,370 | 4,905 | 1,111 | 1,170 | |||||||||||||||
Total net realized gain (loss)
from investments
|
1,171 | 1,488 | 2,430 | 6 | 747 | |||||||||||||||
Net realized income
|
2,663 | 4,858 | 7,335 | 1,117 | 1,917 | |||||||||||||||
Total net change in unrealized
appreciation (depreciation) from investments
|
1,764 | 3,032 | 8,488 | 2,598 | (138 | ) | ||||||||||||||
Net increase (decrease) in
members equity and partners capital resulting from
operations
|
$ | 4,427 | $ | 7,890 | $ | 15,823 | $ | 3,715 | $ | 1,779 | ||||||||||
Other data:
|
||||||||||||||||||||
Weighted average effective yield
on debt
investments
(1)
|
15.3 | % | 15.3 | % | 15.0 | % | 15.2 | % | 14.9 | % | ||||||||||
Number of portfolio companies
|
14 | 19 | 24 | 22 | 24 | |||||||||||||||
Expense ratios (as percentage of
average net assets):
|
||||||||||||||||||||
Operating expenses
|
13.7 | % | 9.0 | % | 5.5 | % | 1.5 | % | 1.3 | % | ||||||||||
Interest expense
|
5.7 | % | 8.8 | % | 7.0 | % | 2.0 | % | 1.7 | % |
13
As of
|
As of
|
|||||||
December 31, 2006 | March 31, 2007 | |||||||
(Unaudited) | ||||||||
(dollars in thousands) | ||||||||
Balance sheet data:
|
||||||||
Assets:
|
||||||||
Total investments at fair value
|
$ | 76,209 | $ | 77,373 | ||||
Accumulated unearned income
|
(2,498 | ) | (2,421 | ) | ||||
Total investments net of
accumulated unearned income
|
73,711 | 74,952 | ||||||
Cash and cash equivalents
|
13,769 | 19,841 | ||||||
Deferred financing costs, net of
accumulated amortization
|
1,333 | 1,531 | ||||||
Interest receivable and other
assets
|
630 | 568 | ||||||
Total assets
|
$ | 89,443 | $ | 96,892 | ||||
Liabilities, members equity
and partners capital:
|
||||||||
SBIC debentures
|
$ | 45,100 | $ | 55,000 | ||||
Interest payable
|
855 | 224 | ||||||
Accounts payable and other
liabilities
|
216 | 178 | ||||||
Total liabilities
|
46,171 | 55,402 | ||||||
Total members equity and
partners capital
|
43,272 | 41,490 | ||||||
Total liabilities, members
equity and partners capital
|
$ | 89,443 | $ | 96,892 | ||||
(1) | Weighted average effective yield is calculated based upon our debt investments at the end of each period and includes amortization of deferred debt origination fees. |
14
15
16
(10.0)% | (5.0)% | 0.0% | 5.0% | 10.0% | ||||||||||||||||
Corresponding net return to common
stockholder
|
(31.0)% | (19.4)% | (7.7)% | 4.0% | 15.7% |
(1) | Assumes $96.9 million in total assets, $55.0 million in debt outstanding, $41.5 million in members equity and partners capital, and an average cost of funds of 5.8%. Actual interest payments may be different. |
17
18
| The annual distribution requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90.0% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. We will be subject to a 4.0% nondeductible federal excise tax, however, to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar-year basis. See Material U.S. Federal Income Tax Considerations. Because we use debt financing, we are subject to an asset coverage ratio requirement under the 1940 Act and may in the future become subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax. | |
| The income source requirement will be satisfied if we obtain at least 90.0% of our income for each year from distributions, interest, gains from the sale of stock or securities or similar sources. | |
| The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other acceptable securities; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain qualified publicly traded partnerships. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. |
19
20
| may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of the equity components of our investments; | |
| may have shorter operating histories, narrower product lines, smaller market shares and/or significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors actions and market conditions, as well as general economic downturns; |
21
| are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us; | |
| generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and | |
| generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment. |
22
23
24
25
| significant volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which are not necessarily related to the operating performance of these companies; | |
| changes in regulatory policies or tax guidelines, particularly with respect to RICs, business development companies or SBICs; | |
| inability to obtain certain exemptive relief from the SEC; | |
| loss of RIC status or Main Street Mezzanine Funds status as an SBIC; | |
| changes in earnings or variations in operating results; | |
| changes in the value of our portfolio of investments; |
26
| any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; | |
| departure of our key personnel; and | |
| general economic trends and other external factors. |
27
| our future operating results; | |
| our business prospects and the prospects of our portfolio companies; | |
| the impact of the investments that we expect to make; | |
| the ability of our portfolio companies to achieve their objectives; | |
| our expected financings and investments; | |
| the adequacy of our cash resources and working capital; and | |
| the timing of cash flows, if any, from the operations of our portfolio companies. |
| changes in the economy; | |
| risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and | |
| future changes in laws or regulations and conditions in our operating areas. |
28
| Pursuant to a merger agreement that has received the approval of the General Partner and over 95% of the limited partners of Main Street Mezzanine Fund, or the Limited Partners, we will acquire 100.0% of the limited partnership interests in Main Street Mezzanine Fund for $40.9 million (which represents the audited net asset value of Main Street Mezzanine Fund as of December 31, 2006, less cash distributed to partners in January 2007 related to realized gains). We will issue to the Limited Partners shares of common stock valued at $40.9 million in exchange for their limited partnership interests. The $40.9 million valuation represents a 54.4% premium over the total capital contributions made by the Limited Partners to Main Street Mezzanine Fund as a result of Main Street Mezzanine Funds cumulative retained earnings as well as the net unrealized appreciation recorded in the value of the investments held by Main Street Mezzanine Fund. The aggregate number of shares issuable to the Limited Partners will be determined by dividing $40.9 million by the initial public offering price per share. The shares issuable to the Limited Partners under the agreement will be allocated among the Limited Partners in proportion to the respective limited partnership interests held by the Limited Partners. In determining the fair value of investments held by Main Street Mezzanine Fund at December 31, 2006, we utilized independent valuation assistance provided by Duff & Phelps, LLC, an independent third-party valuation firm, which consisted of agreed upon procedures that we identified and asked them to perform. |
| We will acquire from the members of the General Partner 100.0% of their equity interests in the General Partner and, consequently, 100.0% of the general partnership interest in Main Street Mezzanine Fund for $9.0 million. We will issue to the members of the General Partner shares of common stock valued at $9.0 million in exchange for their equity interests in the General Partner. The aggregate number of shares issuable to the members of the General Partner will be determined by dividing $9.0 million by the initial public offering price per share. Under the current agreement of limited partnership, or partnership agreement, of Main Street Mezzanine Fund, the General Partner is entitled to 20.0% of Main Street Mezzanine Funds profits and distributions. We refer to the General Partners right to receive such profits |
29
and distributions as carried interest. The consideration being received by the members of the General Partner is based largely on the estimated present value of the 20.0% carried interest in Main Street Mezzanine Fund and comparable public market transactions, and was determined using industry standard valuation methodologies that we believe are reasonable and supportable. We also received valuation assistance from Duff & Phelps, LLC, an independent third party valuation firm, which consisted of agreed upon procedures that we identified and asked them to perform. |
| We will acquire from the members of the Investment Adviser 100.0% of their equity interests in the Investment Adviser for $18.0 million. We will issue to the members of the Investment Adviser shares of common stock valued at $18.0 million in exchange for their equity interests in the Investment Adviser. The aggregate number of shares issuable to the members of the Investment Adviser will be determined by dividing $18.0 million by the initial public offering price per share. The consideration payable to the members of the Investment Adviser is based on the estimated present value of net distributable income related to the management fees to which the Investment Advisor is entitled to receive pursuant to certain agreements and comparable public market transactions, and was determined using industry standard valuation methodologies that we believe are reasonable and supportable. We also received valuation assistance provided by Duff & Phelps, LLC, an independent third party valuation firm, which consisted of agreed upon procedures that we identified and asked them to perform. Upon completion of the agreed upon procedures, Duff & Phelps, LLC determined that the fair value of the equity interests in the Investment Adviser did not appear unreasonable. |
30
(1) | Based on 11,192,341 shares of common stock to be outstanding after this offering and completion of the formation transactions described elsewhere in this prospectus. Does not include 1,000,000 shares of common stock issuable pursuant to the underwriters over-allotment option. |
31
32
33
34
35
| on an actual unaudited basis; and |
| on a pro forma as adjusted basis to reflect the issuance by us of shares of common stock in the formation transactions and the sale by us of 6,666,667 shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, after deducting the estimated underwriting discounts and estimated offering expenses payable by us. |
As of March 31, 2007 | ||||||||
Pro Forma
|
||||||||
Actual | As Adjusted | |||||||
(Unaudited) | ||||||||
(dollars in thousands) | ||||||||
Cash and cash equivalents
|
$ | 19,841 | $ | 110,841 | ||||
Borrowings (SBA-guaranteed
debentures payable)
|
$ | 55,000 | $ | 55,000 | ||||
Equity:
|
||||||||
Members equity and
partners capital
|
41,490 | | ||||||
Common stock, $0.01 par value
per share; no shares authorized, no shares issued and
outstanding, actual (50,000,000 shares authorized;
11,192,341 shares issued and outstanding, as adjusted)
|
| 112 | ||||||
Additional paid-in
capital/Undistributed Earnings
|
| 150,378 | ||||||
Total members equity and
partners capital/stockholders equity
|
41,490 | 150,490 | ||||||
Total capitalization
|
$ | 96,490 | $ | 205,490 | ||||
36
Main Street
|
||||||||||||||||||||
Mezzanine Fund
|
Pro Forma
|
Pro Forma
|
||||||||||||||||||
and General
|
Main Street
|
Main Street
|
||||||||||||||||||
Partner Historical
|
Mezzanine
|
Mezzanine Fund
|
||||||||||||||||||
Balance Sheet
|
Adjustments
|
Fund and
|
Initial Public
|
and General
|
||||||||||||||||
as of
|
for Formation
|
General
|
Offering
|
Partner
|
||||||||||||||||
March 31, 2007 | Transactions (1)(2) | Partner (2) | Adjustments (3) | As Adjusted (4) | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Assets:
|
||||||||||||||||||||
Investments at fair value
|
$ | 77,373 | $ | | $ | 77,373 | $ | | $ | 77,373 | ||||||||||
Investment affiliate
operating company
|
| 18,000 | 18,000 | | 18,000 | |||||||||||||||
Accumulated unearned income
|
(2,421 | ) | | (2,421 | ) | | (2,421 | ) | ||||||||||||
Total investments net of
accumulated unearned income
|
74,952 | 18,000 | 92,952 | | 92,952 | |||||||||||||||
Cash and cash equivalents
|
19,841 | | 19,841 | 91,000 | 110,841 | |||||||||||||||
Deferred financing costs, net
|
1,531 | | 1,531 | | 1,531 | |||||||||||||||
Interest receivable and other assets
|
568 | | 568 | | 568 | |||||||||||||||
Total Assets
|
$ | 96,892 | $ | 18,000 | $ | 114,892 | $ | 91,000 | $ | 205,892 | ||||||||||
Liabilities and Members
Equity and Partners Capital:
|
||||||||||||||||||||
SBIC debentures
|
$ | 55,000 | $ | | $ | 55,000 | $ | | $ | 55,000 | ||||||||||
Interest payable
|
224 | | 224 | | 224 | |||||||||||||||
Accounts payable and other
liabilities
|
178 | | 178 | | 178 | |||||||||||||||
Total Liabilities
|
55,402 | | 55,402 | | 55,402 | |||||||||||||||
Members equity (General
Partner) and partners capital contributions
|
41,490 | (41,490 | ) | | | | ||||||||||||||
Common stock, $0.01 par value
per share; 50,000,000 shares authorized; 4,525,674 and
11,192,341 shares issued and outstanding, for pro forma and
pro forma as adjusted, respectively
|
| 45 | 45 | 67 | 112 | |||||||||||||||
Additional paid-in
capital/Undistributed earnings
|
| 59,445 | 59,445 | 90,933 | 150,378 | |||||||||||||||
Total members equity and
partners capital/stockholders equity
|
41,490 | 18,000 | 59,490 | 91,000 | 150,490 | |||||||||||||||
Total liabilities and members
equity and partners capital/stockholders equity
|
$ | 96,892 | $ | 18,000 | $ | 114,892 | $ | 91,000 | $ | 205,892 | ||||||||||
Shares outstanding
|
4,525,674 | 11,192,341 | ||||||||||||||||||
Net asset value per share
|
$ | 13.14 | $ | 13.45 | ||||||||||||||||
(1) | The formation transactions consist of (i) the issuance of 2,725,674 shares of common stock representing $40.9 million in total value to the Limited Partners for all of their limited partnership interests, (ii) the issuance of 600,000 shares of common stock, representing $9.0 million in total value, to the members of the General Partner for all of their equity interests in the General Partner and (iii) the issuance of 1,200,000 shares of common stock, representing $18.0 million in total value, to the members of the Investment Adviser for all of their equity interests in the Investment Adviser. |
(2) | The acquisition of the Investment Adviser pursuant to the formation transactions is reflected in the pro forma balance sheet as an investment in affiliate operating company. The management activities of the Investment Adviser include investment management activities for both Main Street Mezzanine Fund and for Main Street Capital II. Therefore, the Investment Adviser does not conduct substantially all of its investment management activities for Main Street Mezzanine Fund. |
(3) | The Initial Public Offering Adjustments consist of the sale of 6,666,667 shares of common stock at $15.00 per share in an initial public offering, net of underwriting discounts and offering expenses. |
(4) | Pro Forma Main Street Mezzanine Fund and General Partner As Adjusted reflects the historical combined balance sheet of Main Street Mezzanine Fund and the General Partner as of March 31, 2007, as adjusted for the completion of the formation transactions and the initial public offering. |
37
Assumed initial public offering
price per share
|
$ | 15.00 | ||||||
Pro forma net asset value per
share after giving effect to the formation transactions
|
$ | 13.14 | ||||||
Increase in net asset value per
share attributable to new investors in this offering
|
$ | 0.31 | ||||||
As-adjusted pro forma net asset
value per share after this offering
|
$ | 13.45 | ||||||
Dilution per share to new
investors
(1)
|
$ | 1.55 | ||||||
(1) | To the extent the underwriters over-allotment option is exercised, there will be further dilution to new investors. |
Shares Purchased | Total Consideration |
Average Price
|
||||||||||||||||||||||
Number | Percent | Amount | Percent | per Share | ||||||||||||||||||||
Existing
stockholders
(1)
|
4,525,674 | 40.4 | % | $ | 59,489,832 | 37.3 | % | $ | 13.14 | |||||||||||||||
New investors
|
6,666,667 | 59.6 | 100,000,000 | 62.7 | $ | 15.00 | ||||||||||||||||||
Total
|
11,192,341 | 100.0 | % | $ | 159,489,832 | 100.0 | % | |||||||||||||||||
(1) | Reflects the formation transactions that we expect to occur concurrently with the closing of this offering. |
38
Three Months
|
||||||||||||||||||||||||||||
Ended
|
||||||||||||||||||||||||||||
Years Ended December 31, | March 31, | |||||||||||||||||||||||||||
2002 (1) | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | ||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||
Income statement data:
|
||||||||||||||||||||||||||||
Investment income:
|
||||||||||||||||||||||||||||
Total interest, fee and dividend
income
|
$ | 431 | $ | 3,397 | $ | 4,452 | $ | 7,338 | $ | 9,013 | $ | 2,095 | $ | 2,254 | ||||||||||||||
Interest from idle funds and other
|
5 | 7 | 9 | 222 | 749 | 202 | 159 | |||||||||||||||||||||
Total investment income
|
436 | 3,404 | 4,461 | 7,560 | 9,762 | 2,297 | 2,413 | |||||||||||||||||||||
Expenses:
|
||||||||||||||||||||||||||||
Management fees to affiliate
|
439 | 1,722 | 1,916 | 1,929 | 1,942 | 483 | 500 | |||||||||||||||||||||
Interest
|
| 113 | 869 | 2,064 | 2,717 | 672 | 707 | |||||||||||||||||||||
Organizational expenses
|
237 | | | | | | | |||||||||||||||||||||
General and administrative
|
42 | 135 | 184 | 197 | 198 | 31 | 36 | |||||||||||||||||||||
Total expenses
|
718 | 1,970 | 2,969 | 4,190 | 4,857 | 1,186 | 1,243 | |||||||||||||||||||||
Net investment income
|
(282 | ) | 1,434 | 1,492 | 3,370 | 4,905 | 1,111 | 1,170 | ||||||||||||||||||||
Total net realized gain (loss) from
investments
|
| (225 | ) | 1,171 | 1,488 | 2,430 | 6 | 747 | ||||||||||||||||||||
Net realized income
|
(282 | ) | 1,209 | 2,663 | 4,858 | 7,335 | 1,117 | 1,917 | ||||||||||||||||||||
Total net change in unrealized
appreciation (depreciation) from investments
|
| 300 | 1,764 | 3,032 | 8,488 | 2,598 | (138 | ) | ||||||||||||||||||||
Net increase (decrease) in
members equity and partners capital resulting from
operations
|
$ | (282 | ) | $ | 1,509 | $ | 4,427 | $ | 7,890 | $ | 15,823 | $ | 3,715 | $ | 1,779 | |||||||||||||
39
As of December 31, | As of March 31, | |||||||||||||||||||||||||||
2002 (1) | 2003 | 2004 | 2005 | 2006 | 2006 | 2007 | ||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||
Balance sheet data:
|
||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||
Total investments at fair value
|
$ | 7,265 | $ | 19,920 | $ | 40,733 | $ | 53,795 | $ | 76,209 | $ | 63,105 | $ | 77,373 | ||||||||||||||
Accumulated unearned income
|
(1,500 | ) | (1,972 | ) | (2,761 | ) | (2,603 | ) | (2,498 | ) | (2,799 | ) | (2,421 | ) | ||||||||||||||
Total investments net of
accumulated unearned income
|
5,765 | 17,948 | 37,972 | 51,192 | 73,711 | 60,306 | 74,952 | |||||||||||||||||||||
Cash and cash equivalents
|
4,300 | 1,537 | 796 | 26,261 | 13,769 | 18,814 | 19,841 | |||||||||||||||||||||
Deferred financing costs, net of
accumulated amortization
|
| 416 | 984 | 1,442 | 1,333 | 1,452 | 1,531 | |||||||||||||||||||||
Interest receivable and other assets
|
70 | 266 | 262 | 439 | 630 | 449 | 568 | |||||||||||||||||||||
Total assets
|
$ | 10,135 | $ | 20,167 | $ | 40,014 | $ | 79,334 | $ | 89,443 | $ | 81,021 | $ | 96,892 | ||||||||||||||
Liabilities and members
equity and partners capital:
|
||||||||||||||||||||||||||||
SBIC debentures
|
$ | | $ | 5,000 | $ | 22,000 | $ | 45,100 | $ | 45,100 | $ | 45,100 | $ | 55,000 | ||||||||||||||
Interest payable
|
| 60 | 354 | 771 | 855 | 217 | 224 | |||||||||||||||||||||
Accounts payable and other
liabilities
|
59 | 139 | 422 | 194 | 216 | 73 | 178 | |||||||||||||||||||||
Total liabilities
|
59 | 5,199 | 22,776 | 46,065 | 46,171 | 45,390 | 55,402 | |||||||||||||||||||||
Total members equity and
partners capital
|
10,076 | 14,968 | 17,238 | 33,269 | 43,272 | 35,631 | 41,490 | |||||||||||||||||||||
Total liabilities and members
equity and partners capital
|
$ | 10,135 | $ | 20,167 | $ | 40,014 | $ | 79,334 | $ | 89,443 | $ | 81,021 | $ | 96,892 | ||||||||||||||
Other data:
|
||||||||||||||||||||||||||||
Weighted average effective yield on
debt
investments
(2)
|
18.9 | % | 16.2 | % | 15.3 | % | 15.3 | % | 15.0 | % | 15.2 | % | 14.9 | % | ||||||||||||||
Number of portfolio companies
|
2 | 8 | 14 | 19 | 24 | 22 | 24 | |||||||||||||||||||||
Expense ratios (as percentage of
average net assets):
|
||||||||||||||||||||||||||||
Operating expenses
|
14.2 | % | 12.3 | % | 13.7 | % | 9.0 | % | 5.5 | % | 1.5 | % | 1.3 | % | ||||||||||||||
Interest expense
|
| 0.7 | % | 5.7 | % | 8.8 | % | 7.0 | % | 2.0 | % | 1.7 | % |
(1) | Represents the period from inception (June 30, 2002) through December 31, 2002. |
(2) | Weighted average effective yield is calculated based upon our debt investments at the end of each period and includes amortization of deferred debt origination fees. |
40
41
42
December 31, |
March 31,
|
|||||||||||
Cost:
|
2005 | 2006 | 2007 | |||||||||
(Unaudited) | ||||||||||||
First lien debt
|
69.9 | % | 77.1 | % | 77.8 | % | ||||||
Second lien debt
|
20.4 | 11.8 | % | 11.9 | ||||||||
Equity
|
5.2 | 7.6 | % | 7.9 | ||||||||
Equity warrants
|
4.5 | 3.5 | % | 2.4 | ||||||||
100.0 | % | 100.0 | % | 100.0 | % | |||||||
December 31, |
March 31,
|
|||||||||||
Fair Value:
|
2005 | 2006 | 2007 | |||||||||
(Unaudited) | ||||||||||||
First lien debt
|
62.7 | % | 63.9 | % | 65.1 | % | ||||||
Second lien debt
|
18.5 | % | 9.7 | % | 9.8 | % | ||||||
Equity
|
6.8 | % | 12.6 | % | 16.7 | % | ||||||
Equity warrants
|
12.0 | % | 13.8 | % | 8.4 | % | ||||||
100.0 | % | 100.0 | % | 100.0 | % | |||||||
December 31, |
March 31,
|
|||||||||||
Cost:
|
2005 | 2006 | 2007 | |||||||||
(Unaudited) | ||||||||||||
Southwest
|
66.6 | % | 39.9 | % | 45.5 | % | ||||||
West
|
14.3 | 24.8 | 19.1 | |||||||||
Northeast
|
19.1 | 14.7 | 14.5 | |||||||||
Southeast
|
| 13.8 | 13.9 | |||||||||
Midwest
|
| 6.8 | 7.0 | |||||||||
100.0 | % | 100.0 | % | 100.0 | % | |||||||
43
December 31, |
March 31,
|
|||||||||||
Fair Value:
|
2005 | 2006 | 2007 | |||||||||
(Unaudited) | ||||||||||||
Southwest
|
69.0 | % | 47.2 | % | 51.9 | % | ||||||
West
|
12.7 | 20.8 | 16.8 | |||||||||
Northeast
|
18.3 | 11.1 | 12.9 | |||||||||
Southeast
|
| 13.1 | 11.1 | |||||||||
Midwest
|
| 7.8 | 7.3 | |||||||||
100.0 | % | 100.0 | % | 100.0 | % | |||||||
December 31, | March 31, | |||||||||||
Cost:
|
2005 | 2006 | 2007 | |||||||||
(Unaudited) | ||||||||||||
Manufacturing
|
| % | 15.1 | % | 19.3 | % | ||||||
Construction/industrial minerals
|
8.8 | 11.7 | 11.2 | |||||||||
Distribution
|
5.6 | 11.6 | 11.4 | |||||||||
Health care products
|
11.5 | 8.2 | 7.6 | |||||||||
Transportation/logistics
|
8.9 | 9.6 | 9.1 | |||||||||
Custom wood products
|
8.5 | 6.3 | 6.2 | |||||||||
Restaurant
|
7.7 | 5.3 | 4.9 | |||||||||
Electronics manufacturing
|
6.3 | 5.2 | 5.2 | |||||||||
Health care services
|
6.4 | 5.0 | 4.9 | |||||||||
Professional services
|
5.9 | 4.8 | 4.5 | |||||||||
Retail
|
| 4.3 | 4.1 | |||||||||
Building products
|
5.2 | 3.9 | 3.3 | |||||||||
Consumer products
|
4.1 | 3.2 | 3.3 | |||||||||
Equipment rental
|
10.9 | 2.9 | 2.8 | |||||||||
Information services
|
5.3 | 2.4 | 1.7 | |||||||||
Industrial services
|
4.9 | 0.5 | 0.5 | |||||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
44
December 31, | March 31, | |||||||||||
Fair Value:
|
2005 | 2006 | 2007 | |||||||||
(Unaudited) | ||||||||||||
Manufacturing
|
| % | 14.1 | % | 16.7 | % | ||||||
Construction/industrial minerals
|
11.1 | 15.9 | 15.5 | |||||||||
Distribution
|
5.1 | 12.3 | 12.3 | |||||||||
Health care products
|
11.8 | 8.3 | 8.0 | |||||||||
Transportation/logistics
|
9.8 | 9.7 | 8.9 | |||||||||
Restaurant
|
8.1 | 5.3 | 5.1 | |||||||||
Custom wood products
|
7.7 | 5.2 | 5.1 | |||||||||
Electronics manufacturing
|
6.6 | 4.9 | 5.0 | |||||||||
Professional services
|
4.0 | 4.4 | 4.4 | |||||||||
Health care services
|
5.8 | 4.1 | 4.0 | |||||||||
Retail
|
| 3.6 | 3.4 | |||||||||
Building products
|
5.2 | 3.2 | 2.7 | |||||||||
Consumer products
|
3.7 | 2.5 | 2.6 | |||||||||
Industrial services
|
6.5 | 2.4 | 2.5 | |||||||||
Equipment rental
|
9.8 | 2.3 | 2.3 | |||||||||
Information services
|
4.8 | 1.8 | 1.5 | |||||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
45
December 31, 2005 | December 31, 2006 | March 31, 2007 | ||||||||||||||||||||||
Investments at
|
Percentage of
|
Investments at
|
Percentage of
|
Investments at
|
Percentage of
|
|||||||||||||||||||
Investment Rating
|
Fair Value | Total Portfolio | Fair Value | Total Portfolio | Fair Value | Total Portfolio | ||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
1
|
$ | 4,475 | 8.3 | % | $ | 31,686 | 41.6 | % | $ | 28,447 | 36.8 | % | ||||||||||||
2
|
27,256 | 50.7 | 23,581 | 30.9 | 25,616 | 33.1 | ||||||||||||||||||
3
|
21,421 | 39.8 | 15,094 | 19.8 | 17,574 | 22.7 | ||||||||||||||||||
4
|
100 | 0.2 | 5,848 | 7.7 | 5,736 | 7.4 | ||||||||||||||||||
5
|
543 | 1.0 | | | | | ||||||||||||||||||
Totals
|
$ | 53,795 | 100.0 | % | $ | 76,209 | 100.0 | % | $ | 77,373 | 100.0 | % | ||||||||||||
46
47
48
49
50
51
2012 and
|
||||||||||||||||||||||||||||
Total | 2007 | 2008 | 2009 | 2010 | 2011 | Thereafter | ||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||
SBIC debentures payable
|
$ | 45,100 | $ | | $ | | $ | | $ | | $ | | $ | 45,100 | ||||||||||||||
Interest due on SBIC debentures
|
21,337 | 2,558 | 2,565 | 2,558 | 2,558 | 2,558 | 8,540 | |||||||||||||||||||||
Total
|
$ | 66,437 | $ | 2,558 | $ | 2,565 | $ | 2,558 | $ | 2,558 | $ | 2,558 | $ | 53,640 | ||||||||||||||
52
53
Total Amount
|
||||||||||||||||
Outstanding
|
Involuntary
|
|||||||||||||||
Exclusive of
|
Asset
|
Liquidating
|
Average
|
|||||||||||||
Treasury
|
Coverage
|
Preference
|
Market Value
|
|||||||||||||
Class and Year
|
Securities (1) | per Unit (2) | per Unit (3) | per Unit (4) | ||||||||||||
(dollars in thousands) | ||||||||||||||||
SBIC debentures payable
|
||||||||||||||||
2003
|
$ | 5,000 | $ | 3,994 | | N/A | ||||||||||
2004
|
22,000 | 1,784 | | N/A | ||||||||||||
2005
|
45,100 | 1,738 | | N/A | ||||||||||||
2006
|
45,100 | 1,959 | | N/A | ||||||||||||
2007 (as of March 31, unaudited)
|
55,000 | 1,754 | | N/A |
(1) | Total amount of each class of senior securities outstanding at the end of the period presented. | |
(2) | Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. | |
(3) | The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The indicates information which the Securities and Exchange Commission expressly does not require to be disclosed for certain types of senior securities. | |
(4) | Not applicable because senior securities are not registered for public trading. |
54
55
| Permanent Capital Base and Longer Investment Horizon. Unlike traditional private investment vehicles such as SBICs, which typically are finite-life limited partnerships with a limited investment horizon, we will operate as a corporation with a perpetual life and no requirement to return capital to investors. We believe raising separate pools of capital with finite investment terms unreasonably diverts managements time from its basic investment activities. We believe that our new structure will allow us to make investments with a longer investment horizon and to better control the timing and method of exiting our investments, which we believe will enhance our returns. | |
| Investment Efficiency. SBICs are subject to a number of regulatory restrictions on their investment activities, including limits on the size of individual investments and the size and types of companies in which they are permitted to invest. Subsequent to the consummation of this offering, we may make investments through Main Street Capital Corporation without these restrictions, allowing us to pursue certain attractive investment opportunities that we previously were required to forgo. In addition, as a public company with more capital available, we will not be required to secure co-investments from non-affiliated investors for investments exceeding our historical regulatory size limits. | |
| Greater Access to Capital. As a public company, we expect to have access to greater amounts and types of capital that we can use to grow our investment portfolio. In addition, we should be able to obtain additional capital in a more efficient and cost effective manner than if we were to remain a private entity. We will also have the ability to spread our overhead and operating costs over a larger capital base. | |
| Key Personnel Retention. Retaining and providing proper incentives to key personnel over longer periods of time is critical to the success of our operations. As a public company, we will have the ability to provide competitive rates of compensation, including equity incentives to current and future employees, to further align their economic interests with our stockholders. |
| Delivering Customized Financing Solutions. We believe our ability to provide a broad range of customized financing solutions to lower middle market companies sets us apart from other capital providers that focus on providing a limited number of financing solutions. We offer to our portfolio |
56
companies customized debt financing solutions with equity components that are tailored to the facts and circumstances of each situation. Our ability to invest across a companys capital structure, from senior secured loans to subordinated debt to equity securities, allows us to offer our portfolio companies a comprehensive suite of financing solutions, or one-stop financing. |
| Focusing on Established Companies in the Lower Middle Market. We generally invest in companies with established market positions, experienced management teams and proven revenue streams. Those companies generally possess better risk-adjusted return profiles than newer companies that are building management or are in the early stages of building a revenue base. In addition, established lower middle market companies generally provide opportunities for capital appreciation. | |
| Leveraging the Skills and Experience of Our Investment Team. Our investment team has over 35 years of combined experience in lending to and investing in lower middle market companies. The members of our investment team have broad investment backgrounds, with prior experience at private investment funds, investment banks and other financial services companies, and currently include five certified public accountants and one chartered financial analyst. The expertise of our investment team in analyzing, valuing, structuring, negotiating and closing transactions should provide us with competitive advantages by allowing us to consider customized financing solutions and non-traditional and complex structures. | |
| Maintaining Portfolio Diversification. We seek to maintain a portfolio of investments that is appropriately diversified among various companies, industries, geographic regions and end markets. This portfolio diversity is intended to mitigate the potential effects of negative economic events for particular companies, regions and industries. | |
| Capitalizing on Strong Transaction Sourcing Network. Our investment team seeks to leverage its extensive network of referral sources for investments in lower middle market companies developed over the last ten years. Since 2002, we have originated and been the lead investor in over 25 principal investment transactions and have developed a reputation in our marketplace as a responsive, efficient and reliable source of financing, which has created growing proprietary deal flow for us. |
| Benefiting from Lower Cost of Capital. Main Street Mezzanine Funds SBIC license has allowed it and, subject to SBA approval, will allow us to issue SBA-guaranteed debentures. SBA-guaranteed debentures carry long-term fixed rates that are generally lower than rates on comparable bank and public debt. Because lower cost SBA leverage is, and will continue to be, a significant part of a capital base, our relative cost of debt capital should be lower than many of our competitors. |
| Proven Management Team with Meaningful Financial Commitment. We look for operationally-oriented management with direct industry experience and a successful track record. In addition, we expect the management team of each portfolio company to have meaningful equity ownership in the portfolio company to better align our respective economic interests. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our debt investment and enhances the value of our equity investment. | |
| Established Companies with Positive Cash Flow. We generally seek to invest in established companies with sound historical financial performance. We typically focus on companies that have historically generated EBITDA of greater than $1.0 million and commensurate levels of free cash flow. We generally do not intend to invest in start-up companies or companies with speculative business plans. |
57
| Defensible Competitive Advantages/Favorable Industry Position. We primarily focus on companies having competitive advantages in their respective markets and/or operating in industries with barriers to entry, which may help to protect their market position and profitability. | |
| Exit Alternatives. We expect that the primary means by which we exit our debt investments will be through the repayment of our investment from internally generated cash flow and/or refinancing. In addition, we seek to invest in companies whose business models and expected future cash flows may provide alternate methods of repaying our investment, such as through a strategic acquisition by other industry participants or a recapitalization. |
58
| A comprehensive financial model based on quantitative analysis of historical financial performance, projections and pro forma adjustments to determine the estimated internal rate of return. | |
| A brief industry and market analysis; importing direct industry expertise from other portfolio companies or investors. | |
| Preliminary qualitative analysis of the management teams competencies and backgrounds. | |
| Potential investment structures and pricing terms. | |
| Regulatory compliance. |
59
| Initial or additional site visits with management and key personnel; | |
| Detailed review of historical and projected financial statements; | |
| Operational reviews and analysis; | |
| Interviews with customers and suppliers; | |
| Detailed evaluation of company management, including background checks; | |
| Review of material contracts; | |
| In-depth industry, market, and strategy analysis; | |
| Review by legal, environmental or other consultants, if applicable; and | |
| Financial sponsor diligence, if applicable, including portfolio company and other reference checks. |
| Company history and overview; | |
| Transaction overview, history and rationale, including an analysis of transaction strengths and risks; | |
| Analysis of key customers and suppliers and key contracts; | |
| A working capital analysis; | |
| An analysis of the companys business strategy; | |
| A management background check and assessment; | |
| Third party accounting, legal, environmental or other due diligence findings; | |
| Investment structure and expected returns; | |
| Anticipated sources of repayment and potential exit strategies; | |
| Pro forma capitalization and ownership; | |
| An analysis of historical financial results and key financial ratios; |
60
| Sensitivities to managements financial projections; and | |
| Detailed reconciliations of historical to pro forma results. |
| Investment Rating 1 is used for investments that exceed expectations and with respect to which return of capital invested, collection of all interest, and a substantial capital gain are expected. | |
| Investment Rating 2 is used for investments that are performing in accordance with or above expectations and with respect to which the equity component, if any, has the potential to realize capital gain. | |
| Investment Rating 3 is used for investments that are generally performing in accordance with expectations and with respect to which a full return of original capital invested and collection of all interest is expected, but no capital gain can currently be foreseen. | |
| Investment Rating 4 is used for investments that are underperforming, have the potential for a realized loss and require closer monitoring. | |
| Investment Rating 5 is used for investments performing significantly below expectations and where we expect a loss. |
December 31, 2005 | December 31, 2006 | March 31, 2007 | ||||||||||||||||||||||||||
Investments at
|
Percentage of
|
Investments at
|
Percentage of
|
Investments at
|
Percentage of
|
|||||||||||||||||||||||
Investment Rating
|
Fair Value | Total Portfolio | Fair Value | Total Portfolio | Fair Value | Total Portfolio | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||
1
|
$ | 4,475 | 8.3 | % | $ | 31,686 | 41.6 | % | $ | 28,447 | 36.8 | % | ||||||||||||||||
2
|
27,256 | 50.7 | 23,581 | 30.9 | 25,616 | 33.1 | ||||||||||||||||||||||
3
|
21,421 | 39.8 | 15,094 | 19.8 | 17,574 | 22.7 | ||||||||||||||||||||||
4
|
100 | 0.2 | 5,848 | 7.7 | 5,736 | 7.4 | ||||||||||||||||||||||
5
|
543 | 1.0 | | | | | ||||||||||||||||||||||
Totals
|
$ | 53,795 | 100.0 | % | $ | 76,209 | 100.0 | % | $ | 77,373 | 100.0 | % | ||||||||||||||||
61
62
| Our quarterly valuation process will begin with each portfolio company or investment being initially valued by the deal team responsible for the portfolio investment; | |
| Preliminary valuation conclusions will then be reviewed and discussed with senior management; | |
| An independent valuation firm engaged by the Board of Directors will review these preliminary valuations on a selected basis; | |
| The Audit Committee of our Board of Directors will review the preliminary valuations, and the deal team and the independent valuation firm will respond and supplement the preliminary valuation to reflect any comments provided by the Audit Committee; and | |
| The Board of Directors will discuss valuations and will determine the fair value of each investment in our portfolio in good faith. |
63
64
Percentage
|
||||||||||||||
of Fully
|
Fair
|
|||||||||||||
Name and Address
|
Nature of
|
Title of Securities
|
Diluted
|
Cost of
|
Value of
|
|||||||||
of Portfolio Company
|
Principal Business
|
Held by Us
|
Equity Held | Investment (1) | Investment | |||||||||
Advantage Millwork Company, Inc.
|
Manufacturer/Distributor | 12% Secured Debt | $ | 2,400,000 | $ | 2,400,000 | ||||||||
10510 Okanella St. #200
|
of Wood Doors | Warrants to Purchase | ||||||||||||
Houston, TX 77041
|
Common Stock | 10.0% | 80,000 | 80,000 | ||||||||||
$ | 2,480,000 | $ | 2,480,000 | |||||||||||
All Hose & Specialty, LLC
|
Distributor of industrial | 11% Secured Debt | | $ | 2,600,000 | $ | 2,600,000 | |||||||
5425 US Highway 90 East
|
hoses | LLC Interests | 15.0% | 80,357 | 2,000,000 | |||||||||
Broussard, LA 70518
|
||||||||||||||
$ | 2,680,357 | $ | 4,600,000 | |||||||||||
American Sensor Technologies, Inc.
|
Manufacturer of | 9% Secured Debt | | $ | 300,000 | $ | 300,000 | |||||||
450 Clark Drive
|
commercial/industrial | 13% Secured Debt | | 3,000,000 | 3,000,000 | |||||||||
Mt. Olive, NJ 07828
|
sensors | Warrants to Purchase | ||||||||||||
Common Stock | 20.0% | 50,000 | 575,000 | |||||||||||
$ | 3,350,000 | $ | 3,875,000 | |||||||||||
Café Brazil, LLC
|
Casual restaurant chain | 12% Secured Debt | | $ | 2,950,000 | $ | 2,950,000 | |||||||
202 W Main Street,
|
LLC Interests | 41.0% | 41,837 | 1,025,000 | ||||||||||
Suite No. 100
|
||||||||||||||
Allen, Texas 75002
|
||||||||||||||
$ | 2,991,837 | $ | 3,975,000 | |||||||||||
Carlton Global Resources, LLC
|
Industrial minerals | 13% Secured Debt | | $ | 3,600,000 | $ | 3,600,000 | |||||||
20021 Valley Blvd.
|
LLC Interests | 8.5% | 400,000 | 400,000 | ||||||||||
Suite B
|
||||||||||||||
Tehachapi, CA 93561
|
||||||||||||||
$ | 4,000,000 | $ | 4,000,000 | |||||||||||
CBT Nuggets, LLC
|
Produces and sells IT | Prime Plus 2% Debt | | $ | 540,000 | $ | 540,000 | |||||||
44 Club Rd Suite 150
|
certification training | 14% Secured Debt | | 1,860,000 | 1,860,000 | |||||||||
Eugene, OR 97401
|
videos | LLC Interests | 29.1% | 432,000 | 790,000 | |||||||||
Warrants to Purchase | ||||||||||||||
LLC Interests | 10.5% | 72,000 | 240,000 | |||||||||||
$ | 2,904,000 | $ | 3,430,000 | |||||||||||
East Teak Fine Hardwoods, Inc.
|
Exotic hardwood | 13% Current/5.5% PIK | $ | 4,452,856 | $ | 4,452,856 | ||||||||
4950 Westgrove
|
products | Secured Debt | | |||||||||||
Suite 100
|
Common Stock | 3.3% | 130,000 | 415,000 | ||||||||||
Dallas, TX 75248
|
||||||||||||||
$ | 4,582,856 | $ | 4,867,856 | |||||||||||
Hawthorne Customs &
Dispatch
|
Provides one stop | 13% Secured Debt | | $ | 1,650,000 | $ | 1,650,000 | |||||||
Services, LLC
|
logistics services | LLC Interests | 27.8% | 375,000 | 720,000 | |||||||||
9370 Wallisville Road
|
Warrants to Purchase | |||||||||||||
Houston, Texas 77013
|
LLC Interests | 16.5% | 37,500 | 380,000 | ||||||||||
$ | 2,062,500 | $ | 2,750,000 | |||||||||||
Hayden Acquisition, LLC
|
Manufacturer of utility | 12% Secured Debt | | $ | 2,120,000 | $ | 2,120,000 | |||||||
7801 Tangerine Road
|
structures | |||||||||||||
Rillito, AZ 85654
|
||||||||||||||
Houston Plating &
Coatings, LLC
|
Plating and industrial | Prime Plus 2% Secured | ||||||||||||
1315 Georgia
|
coating services | Debt | | $ | 100,000 | $ | 100,000 | |||||||
South Houston, TX 77587
|
LLC Interests | 11.8% | $ | 210,000 | $ | 1,860,000 | ||||||||
$ | 310,000 | $ | 1,960,000 | |||||||||||
65
Percentage
|
||||||||||||||
of Fully
|
Fair
|
|||||||||||||
Name and Address
|
Nature of
|
Title of Securities
|
Diluted
|
Cost of
|
Value of
|
|||||||||
of Portfolio Company
|
Principal Business
|
Held by Us
|
Equity Held | Investment (1) | Investment | |||||||||
Jensen Jewelers of Idaho, LLC
|
Retail jewelry | Prime Plus 2% Secured | ||||||||||||
130 2nd Avenue North
|
Debt | | $ | 1,200,000 | $ | 1,200,000 | ||||||||
Twin Falls, ID 83301
|
13% Current/6% PIK | |||||||||||||
Secured Debt | | $ | 1,023,000 | $ | 1,023,000 | |||||||||
LLC Interests | 25.1% | $ | 376,000 | $ | 376,000 | |||||||||
$ | 2,599,000 | $ | 2,599,000 | |||||||||||
KBK Industries, LLC
|
Specialty manufacturer | 14% Secured Debt | | $ | 3,937,500 | $ | 3,937,500 | |||||||
East Highway 96
|
of oilfield and industrial | Prime plus 2% | ||||||||||||
Rush Center, KS 67575
|
products | Secured Debt | | $ | 75,000 | $ | 686,250 | |||||||
8% Secured Debt | $ | 289,976 | $ | 289,976 | ||||||||||
LLC Interests | 14.5% | $ | 187,500 | $ | 700,000 | |||||||||
$ | 4,489,976 | $ | 5,613,726 | |||||||||||
Laurus Healthcare, LP
|
Healthcare facilities | 13% Secured Debt | | $ | 3,010,000 | $ | 3,010,000 | |||||||
10000 Memorial Drive
|
Warrants to Purchase | |||||||||||||
Suite 540
|
LP Interests | 18.2% | $ | 105,000 | $ | 105,000 | ||||||||
Houston, TX 77024
|
||||||||||||||
$ | 3,115,000 | $ | 3,115,000 | |||||||||||
Magna Card, Inc.
|
Wholesale/consumer | 12% Secured Debt | | $ | 2,016,225 | $ | 2,016,225 | |||||||
35 New Plant Court
|
magnetic products | Warrants Purchase | ||||||||||||
Owings Mills, MD 21117
|
Common Stock | 35.8% | $ | 100,000 | | |||||||||
$ | 2,116,225 | $ | 2,016,225 | |||||||||||
National Trench Safety, LLC
|
Trench and traffic safety | LLC Interests | 15.8% | $ | 1,792,308 | $ | 1,792,308 | |||||||
15955 W. Hardy Road
|
equipment | |||||||||||||
Suite 100
|
||||||||||||||
Houston, TX 77060
|
||||||||||||||
Pulse Systems, LLC
|
Manufacturer of | 14% Secured Debt | | $ | 2,602,516 | $ | 2,602,516 | |||||||
4090 J Nelson
|
components for medical | Warrants to Purchase | ||||||||||||
Concord, CA 94520
|
devices | LLC Interests | 6.6% | $ | 118,000 | $ | 350,000 | |||||||
$ | 2,720,516 | $ | 2,952,516 | |||||||||||
Quest Design &
Production, LLC
|
Design and fabrication | 12% Secured Debt | | $ | 3,900,000 | $ | 3,900,000 | |||||||
10323 Greenland Ct.
|
of custom displays | Warrants to Purchase | ||||||||||||
Stafford, TX 77477
|
LLC Interests | 20.0% | $ | 40,000 | $ | 40,000 | ||||||||
$ | 3,940,000 | $ | 3,940,000 | |||||||||||
TA Acquisition Group, LP
|
Processor of construction | 12% Secured Debt | | $ | 2,695,000 | $ | 2,695,000 | |||||||
18601 F.M. 969
|
aggregates | LP Interest | 18.3% | $ | 357,500 | $ | 2,630,000 | |||||||
Manor, TX 78653
|
Warrants to Purchase | |||||||||||||
LP Interests | 18.3% | $ | 82,500 | $ | 2,650,000 | |||||||||
$ | 3,135,000 | $ | 7,975,000 | |||||||||||
Technical Innovations, LLC
|
Manufacturer of | 12% Secured Debt | | $ | 1,312,500 | $ | 1,312,500 | |||||||
20714 Highway 36
|
specialty cutting tools | Prime Secured Debt | | $ | 437,500 | $ | 437,500 | |||||||
Brazoria, Texas 77422
|
and punches | LLC Interests | 1.6% | $ | 15,000 | $ | 40,000 | |||||||
Warrants to Purchase | ||||||||||||||
LLC Interests | 57% | $ | 400,000 | $ | 1,415,000 | |||||||||
$ | 2,165,000 | $ | 3,205,000 | |||||||||||
Transportation General, Inc.
|
Taxicab/transportation | 13% Secured Debt | | $ | 3,700,000 | $ | 3,700,000 | |||||||
65 Industry Drive
|
services | Warrants to Purchase | ||||||||||||
West Haven, CT 06516
|
Common Stock | 24% | $ | 70,000 | $ | 440,000 | ||||||||
$ | 3,770,000 | $ | 4,140,000 | |||||||||||
Turbine Air Systems, Ltd.
|
Commercial/industrial | 12% Secured Debt | | $ | 1,000,000 | $ | 1,000,000 | |||||||
4300 Dixie Drive
|
chilling systems | Warrant to Purchase | ||||||||||||
Houston TX 77021
|
Equity Interests | 5% | 96,666 | $ | 96,666 | |||||||||
$ | 1,096,666 | $ | 1,096,666 | |||||||||||
66
Percentage
|
||||||||||||||
of Fully
|
Fair
|
|||||||||||||
Name and Address
|
Nature of
|
Title of Securities
|
Diluted
|
Cost of
|
Value of
|
|||||||||
of Portfolio Company
|
Principal Business
|
Held by Us
|
Equity Held | Investment (1) | Investment | |||||||||
Wicks N More, LLC
|
Manufacturer of | 12% Secured Debt | | $ | 3,720,000 | $ | 3,720,000 | |||||||
7615 Byronwood Dr.
|
high-end candles | LLC Interests | 11.5% | $ | 360,000 | | ||||||||
Houston, TX 77055
|
Warrants to Purchase | |||||||||||||
LLC Interests | 21.4% | $ | 210,000 | | ||||||||||
$ | 4,290,000 | $ | 3,720,000 | |||||||||||
WorldCall, Inc.
|
Telecommunication/ | 13% Secured Debt | | $ | 820,000 | $ | 820,000 | |||||||
1250 S. Capitol of Texas
|
information services | Common Stock | 6.2% | $ | 169,173 | $ | 180,000 | |||||||
Highway Building 2, Suite 235
|
Warrants to Purchase | |||||||||||||
Austin, TX 78746
|
Common Stock | 13.4% | $ | 75,000 | $ | 150,000 | ||||||||
$ | 1,064,173 | $ | 1,150,000 | |||||||||||
Other
Investments
(2)
|
$ | 150,000 | 0 | |||||||||||
Total
|
$ | 63,925,414 | $ | 77,373,297 | ||||||||||
(1) | Net of prepayments but before accumulated unearned income allocations. |
(2) | Includes our investment in Barton Springs Grill LP, which was insignificant as of March 31, 2007. |
| Advantage Millwork Company is a premier designer and manufacturer of high quality wood, decorative metal and wrought iron entry doors. | |
| All Hose & Specialty, LLC is a leading distributor of industrial hose, high pressure hose, hydraulic hose and other specialty items used in the industrial and oilfield service industries. | |
| American Sensor Technologies, Inc. designs, develops, manufactures and markets state-of-the-art, high performance commercial and industrial sensors. | |
| Café Brazil, LLC owns and operates eight full service restaurant/coffee houses in the Dallas/Fort Worth Metroplex. Cafe Brazil also operates a wholesale bakery production facility which provides fresh baked goods to each of its restaurants. | |
| Carlton Global Resources, LLC is a leading producer and processor of various industrial minerals for use in the manufacturing, construction and building materials industry. | |
| CBT Nuggets, LLC produces and sells original content IT certification training videos. CBT Nuggets, LLCs training videos provide comprehensive training for certification exams from Microsoft ® , CompTIA ® , Cisco ® , Citrix ® and many other professional certification vendors. |
67
| East Teak Fine Hardwoods, Inc. is a leading provider of teak lumber, exotic hardwoods and hardwood products. | |
| Hawthorne Customs & Dispatch Services, LLC provides one stop logistics services to its customers in order to facilitate the import and export of various products to and from the United States. | |
| Hayden Acquisition, LLC is a leading manufacturer and supplier of precast concrete underground utility structures to the construction industry. | |
| Houston Plating & Coatings, LLC is a provider of nickel plating and industrial coating services primarily serving the oil field services industry. | |
| Jensen Jewelers of Idaho, LLC is the largest privately owned jewelry chain in the Rocky Mountains with 14 stores in 5 states, including Idaho, Montana, Nevada, South Dakota and Wyoming. | |
| KBK Industries, LLC is a manufacturer of standard and customized fiberglass tanks and related products primarily for use in oil and gas production, chemical production and agriculture applications. | |
| Laurus Healthcare, LP develops, acquires and manages single or multi-specialty health care centers through physician partnerships that provide various surgical, diagnostic and interventional services. | |
| Magna Card, Inc. is a niche designer, packager, marketer and distributor of flexible peel & stick magnets that are used to display business cards, photographs and small craft items. | |
| National Trench Safety, LLC engages in the rental and sale of underground equipment and trench safety products, including trench shielding, trench shoring, road plates, pipe lasers, pipe plugs and confined space equipment. | |
| Pulse Systems, LLC manufactures a wide variety of medical devices used for minimally-invasive surgery, primarily in the endovascular field. | |
| Quest Design & Production, LLC is engaged in the design, fabrication and installation of graphic presentation materials and associated custom display fixtures used in sales and information center environments. | |
| TA Acquisition Group, LP mines, processes and sells sand and gravel products that are utilized in various construction activities in the Austin, Texas area. | |
| Technical Innovations, LLC designs and manufactures manual, semiautomatic, pneumatic and computer numerically controlled machines and tools used primarily by medical device manufacturers to place access holes in catheters. | |
| Transportation General, Inc. is a provider of transportation and taxi cab services in the greater New Haven, Connecticut market. | |
| Turbine Air Systems, Ltd. is an industry-leading manufacturer of proprietary, packaged, commercial and industrial chilling systems, serving both domestic and international customers. | |
| Wicks N More, LLC manufactures high-quality, long-burning, fragrant candles. | |
| WorldCall, Inc. is a holding company which owns both regulated and unregulated communications and information service providers. |
68
Director
|
Expiration
|
|||||||||||
Name
|
Age | Since | of Term | |||||||||
Michael Appling Jr.
|
40 | 2007 | 2008 | |||||||||
Joseph E. Canon
|
64 | 2007 | 2008 | |||||||||
Arthur L. French
|
67 | 2007 | 2008 |
Director
|
Expiration
|
|||||||||||
Name
|
Age | Since | of Term | |||||||||
Vincent D. Foster
|
50 | 2007 | 2008 | |||||||||
Todd A. Reppert
|
38 | 2007 | 2008 |
Position(s) Held
|
||||||
Name
|
Age
|
with the Company
|
||||
Vincent D. Foster
|
50 | Chairman of the Board and Chief Executive Officer | ||||
Todd A. Reppert
|
38 | Director, President and Chief Financial Officer | ||||
Rodger A. Stout
|
55 |
Secretary, Chief Accounting
Officer and
Chief Compliance Officer |
||||
Curtis L. Hartman
|
34 | Senior Vice President | ||||
Dwayne L. Hyzak
|
34 | Senior Vice President | ||||
David L. Magdol
|
37 | Senior Vice President |
69
70
71
72
| sourcing and pursuing attractively priced investment opportunities in all types of securities of lower middle market companies; | |
| accomplishing our investment objectives; | |
| ensuring we allocate capital in the most effective manner possible; and | |
| creating shareholder value. |
| Base salary; | |
| Annual cash bonuses; and | |
| Long-term compensation pursuant to our Equity Incentive Plan. |
73
74
75
2007 Annual Base Salary
|
||||
Vincent D. Foster
|
$348,750 | |||
Todd A. Reppert
|
$311,250 | |||
Rodger A. Stout
|
$210,000 | |||
Curtis L. Hartman
|
$210,000 | |||
Dwayne L. Hyzak
|
$210,000 | |||
David L. Magdol
|
$210,000 |
Within One Year
|
||||||||||||||||||||||||
Termination
|
After Change in
|
|||||||||||||||||||||||
Without Cause
|
Control; Termination
|
|||||||||||||||||||||||
Termination
|
or for Good
|
Without Cause or for
|
||||||||||||||||||||||
Benefit | Death (4) | Disability (4) | With Cause (3) | Reason (3)(4) | Good Reason (3)(4) | |||||||||||||||||||
Vincent D. Foster
|
Severance (1 | ) | $ | | $ | | $ | | $ | 697,500 | $ | 1,046,250 | ||||||||||||
Bonus (2 | ) | | | | 348,750 | 523,125 | ||||||||||||||||||
Todd A. Reppert
|
Severance (1 | ) | | | | 622,500 | 933,750 | |||||||||||||||||
Bonus (2 | ) | | | | 311,250 | 466,875 | ||||||||||||||||||
Rodger A. Stout
|
Severance (1 | ) | | | | 315,000 | 420,000 | |||||||||||||||||
Bonus (2 | ) | | | | 126,000 | 168,000 | ||||||||||||||||||
Curtis L. Hartman
|
Severance (1 | ) | | | | 315,000 | 420,000 | |||||||||||||||||
Bonus (2 | ) | | | | 126,000 | 168,000 | ||||||||||||||||||
Dwayne L. Hyzak
|
Severance (1 | ) | | | | 315,000 | 420,000 | |||||||||||||||||
Bonus (2 | ) | | | | 126,000 | 168,000 | ||||||||||||||||||
David L. Magdol
|
Severance (1 | ) | | | | 315,000 | 420,000 | |||||||||||||||||
Bonus (2 | ) | | | | 126,000 | 168,000 |
(1) | Severance pay includes an employees annual base salary and applicable multiple thereof paid monthly beginning at the time of termination or paid in lump sum if termination is within one year of a Change of Control. |
(2) | Bonus compensation includes an employees current target annual bonus and applicable multiple thereof paid monthly beginning at the time of termination or paid lump sum if termination is within one year of a Change of Control. |
(3) | Change of Control, Cause and Good Reason are defined in each employees employment agreement, the form of which is being attached to this registration statement as an exhibit. |
(4) | Upon these termination events, the employee will become fully vested in any previously unvested stock-based compensation. |
76
77
78
| each person known to us to beneficially own more than 5.0% of the outstanding shares of our common stock; | |
| each of our directors and each executive officers; and | |
| all of our directors and executive officers as a group. |
* | Less than 1.0% |
79
Dollar Range of Equity
|
||||
Securities Beneficially
|
||||
Owned (1)(2)(3) | ||||
Interested Directors:
|
||||
Vincent D. Foster
|
over $1,000,000 | |||
Todd A. Reppert
|
over $1,000,000 | |||
Independent
Directors:
|
||||
Michael Appling Jr.
|
none | |||
Joseph E. Canon
|
$50,001-$100,000 | |||
Arthur L. French
|
$50,001-$100,000 |
(1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
(2) | The dollar range of equities securities beneficially owned by our directors is based on an assumed initial public offering price of $15.00 per share. |
(3) | The dollar range of equity securities beneficially owned are: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or over $1,000,000. |
80
81
82
83
84
85
| one-tenth but less than one-third; | |
| one-third or more but less than a majority; or | |
| a majority or more of all voting power. |
86
| any person who beneficially owns 10.0% or more of the voting power of the corporations shares; or | |
| an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10.0% or more of the voting power of the then outstanding voting stock of the corporation. |
| 80.0% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and | |
| two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. |
87
| 1.0% of the total number of securities then outstanding; or | |
| the average weekly trading volume of our securities during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC. |
88
| A citizen or individual resident of the United States; | |
| A corporation or other entity treated as a corporation, for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof; | |
| A trust if a court within the United States is asked to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantive decisions of the trust; or | |
| A trust or an estate, the income of which is subject to U.S. federal income taxation regardless of its source. |
89
| qualify as a RIC; and | |
| satisfy the Annual Distribution Requirement, |
| continue to qualify as a business development company under the 1940 Act at all times during each taxable year; | |
| derive in each taxable year at least 90.0% of our gross income from dividends, interest, payments with respect to certain securities, loans, gains from the sale of stock or other securities, net income from certain qualified publicly traded partnerships, or other income derived with respect to our business of investing in such stock or securities (the 90% Income Test); and | |
| diversify our holdings so that at the end of each quarter of the taxable year: |
| at least 50.0% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets or more than 10.0% of the outstanding voting securities of the issuer; and | |
| no more than 25.0% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain qualified publicly traded partnerships (the Diversification Tests). |
90
91
92
93
94
95
96
97
| pursuant to Rule 13a-14 of the Exchange Act, our chief executive officer and chief financial officer will be required to certify the accuracy of the financial statements contained in our periodic reports; | |
| pursuant to Item 307 of Regulation S-K, our periodic reports will be required to disclose our conclusions about the effectiveness of our disclosure controls and procedures; and | |
| pursuant to Rule 13a-15 of the Exchange Act, beginning for our fiscal year ending December 31, 2008, our management will be required to prepare a report regarding its assessment of our internal control over financial reporting, which must be audited by our independent registered public accounting firm. |
98
Underwriter
|
Number of Shares | |||
Morgan Keegan & Company,
Inc.
|
||||
BB&T Capital Markets, a
division of Scott & Stringfellow, Inc.
|
||||
SMH Capital Inc.
|
||||
Ferris, Baker Watts, Incorporated
|
||||
Total
|
6,666,667 | |||
| the information set forth in this prospectus and otherwise available to the underwriters; | |
| market conditions for initial public offerings; |
99
| the history and the prospects for the industry in which we compete; | |
| an assessment of the ability of our management; | |
| our prospects for future earnings; | |
| the present state of our development and our current financial condition; | |
| the general condition of the securities markets at the time of this offering; and | |
| the recent market prices of, and demand for, publicly traded common stock of generally comparable entities. |
Total without
|
Total with
|
|||||||||||
Exercise of
|
Exercise of
|
|||||||||||
Per Share | Over-allotment | Over-allotment | ||||||||||
Underwriting discount payable by us
|
$ | 1.05 | $ | 7,000,000 | $ | 8,050,000 |
100
101
102
| The People and Companies that Make Up Main Street. It is our policy that only our authorized employees who need to know your personal information will have access to it. Our personnel who violate our privacy policy are subject to disciplinary action. | |
| Service Providers. We may disclose your personal information to companies that provide services on our behalf, such as record keeping, processing your trades, and mailing you information. These companies are required to protect your information and use it solely for the purpose for which they received it. | |
| Courts and Government Officials. If required by law, we may disclose your personal information in accordance with a court order or at the request of government regulators. Only that information required by law, subpoena, or court order will be disclosed. |
103
F-2
F-3
F-4
Members
|
||||||||||||
Equity
|
||||||||||||
(General
|
Limited
|
|||||||||||
Partner) | Partners Capital | Total | ||||||||||
Balances at December 31,
2003
|
$ | 207,904 | $ | 14,760,086 | $ | 14,967,990 | ||||||
Capital contributions
|
21,391 | 123,790 | 145,181 | |||||||||
Distributions net
investment income
|
(473,268 | ) | (1,829,232 | ) | (2,302,500 | ) | ||||||
Net increase resulting from
operations:
|
||||||||||||
Net investment income
|
303,752 | 1,188,253 | 1,492,005 | |||||||||
Net realized gain from investments
|
240,525 | 929,996 | 1,170,521 | |||||||||
Net change in unrealized
appreciation from investments
|
362,618 | 1,402,073 | 1,764,691 | |||||||||
Balances at December 31,
2004
|
662,922 | 16,574,966 | 17,237,888 | |||||||||
Capital contributions
|
61,437 | 10,962,290 | 11,023,727 | |||||||||
Distributions:
|
||||||||||||
Net investment income
|
(380,395 | ) | (1,502,541 | ) | (1,882,936 | ) | ||||||
Realized gain from investments
|
(205,488 | ) | (794,512 | ) | (1,000,000 | ) | ||||||
Net increase resulting from
operations:
|
||||||||||||
Net investment income
|
687,366 | 2,682,697 | 3,370,063 | |||||||||
Net realized gain from investments
|
305,705 | 1,182,021 | 1,487,726 | |||||||||
Net change in unrealized
appreciation from investments
|
623,087 | 2,409,187 | 3,032,274 | |||||||||
Balances at December 31,
2005
|
1,754,634 | 31,514,108 | 33,268,742 | |||||||||
Capital contributions
|
1,828 | 353,261 | 355,089 | |||||||||
Distributions:
|
||||||||||||
Net investment income
|
(663,279 | ) | (2,631,018 | ) | (3,294,297 | ) | ||||||
Realized gain from investments
|
(482,897 | ) | (1,867,103 | ) | (2,350,000 | ) | ||||||
Return of capital
|
(3,634 | ) | (526,366 | ) | (530,000 | ) | ||||||
Net increase resulting from
operations:
|
||||||||||||
Net investment income
|
999,623 | 3,904,937 | 4,904,560 | |||||||||
Net realized gain from investments
|
499,301 | 1,930,622 | 2,429,923 | |||||||||
Net change in unrealized
appreciation from investments
|
1,744,220 | 6,744,294 | 8,488,514 | |||||||||
Balances at December 31,
2006
|
3,849,796 | 39,422,735 | 43,272,531 | |||||||||
Capital contributions (unaudited)
|
| 37,827 | 37,827 | |||||||||
Distributions:
|
||||||||||||
Net investment income (unaudited)
|
(187,508 | ) | (724,992 | ) | (912,500 | ) | ||||||
Realized gain from investments
(unaudited)
|
(552,249 | ) | (2,135,251 | ) | (2,687,500 | ) | ||||||
Net increase resulting from
operations:
|
||||||||||||
Net investment income (unaudited)
|
240,458 | 929,721 | 1,170,179 | |||||||||
Net realized gain from investments
(unaudited)
|
153,477 | 593,414 | 746,891 | |||||||||
Net change in unrealized
depreciation from investments (unaudited)
|
(28,274 | ) | (109,322 | ) | (137,596 | ) | ||||||
Balances at March 31, 2007
(unaudited)
|
$ | 3,475,700 | $ | 38,014,132 | $ | 41,489,832 | ||||||
F-5
Three Months Ended March 31, | Years Ended December 31, | |||||||||||||||||||
2007 | 2006 | 2006 | 2005 | 2004 | ||||||||||||||||
(Unaudited) | ||||||||||||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
||||||||||||||||||||
Net increase in members
equity and partners capital resulting from operations
|
$ | 1,779,474 | $ | 3,714,628 | $ | 15,822,997 | $ | 7,890,063 | $ | 4,427,217 | ||||||||||
Adjustments to reconcile net
increase in members equity and partners capital
resulting from operations to net cash provided by operating
activities:
|
||||||||||||||||||||
Accretion of unearned income
|
(205,375 | ) | (220,349 | ) | (1,380,351 | ) | (1,251,066 | ) | (597,563 | ) | ||||||||||
Payment-in-kind
interest
|
(73,094 | ) | (31,967 | ) | (216,805 | ) | (144,150 | ) | (5,528 | ) | ||||||||||
Amortization of deferred financing
costs
|
42,288 | 39,463 | 157,850 | 120,225 | 56,437 | |||||||||||||||
Net change in unrealized
(appreciation) depreciation from investments
|
137,596 | (2,597,925 | ) | (8,488,514 | ) | (3,032,274 | ) | (1,764,691 | ) | |||||||||||
Net realized gain from investments
|
(746,891 | ) | (5,478 | ) | (2,429,923 | ) | (1,487,726 | ) | (1,170,521 | ) | ||||||||||
Changes in other assets and
liabilities:
|
||||||||||||||||||||
Interest receivable
|
58,709 | 18,449 | (93,480 | ) | (182,324 | ) | (89,565 | ) | ||||||||||||
Other receivables
|
3,310 | (27,679 | ) | 2,107 | 4,172 | 94,631 | ||||||||||||||
Interest payable
|
(630,891 | ) | (554,242 | ) | 83,459 | 417,325 | 293,916 | |||||||||||||
Accounts payable and accrued
expenses
|
(37,475 | ) | (120,696 | ) | 22,362 | 143,670 | (89,042 | ) | ||||||||||||
Deferred debt origination fees
received
|
48,000 | 240,000 | 709,980 | 535,250 | 642,966 | |||||||||||||||
Other
|
| | 54,181 | (40,000 | ) | | ||||||||||||||
Net cash provided by operating
activities
|
375,651 | 454,204 | 4,243,863 | 2,973,165 | 1,798,257 | |||||||||||||||
CASH FLOWS FROM INVESTMENT
ACTIVITIES
|
||||||||||||||||||||
Investments in portfolio companies
|
(3,086,198 | ) | (8,150,005 | ) | (28,088,005 | ) | (19,727,500 | ) | (22,170,000 | ) | ||||||||||
Principal payments received on
loans and debt securities
|
1,557,470 | 1,158,633 | 12,199,956 | 10,322,470 | 1,520,000 | |||||||||||||||
Proceeds from sale of equity
securities and related notes
|
1,127,250 | 492,980 | 5,021,313 | 1,117,143 | 3,367,222 | |||||||||||||||
Proceeds from Derivative Instrument
|
| | | 115,966 | 526,242 | |||||||||||||||
Net cash used by investing
activities
|
(401,478 | ) | (6,498,392 | ) | (10,866,736 | ) | (8,171,921 | ) | (16,756,536 | ) | ||||||||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||||||||||
Proceeds from capital contributions
|
37,827 | 105,122 | 355,089 | 11,023,727 | 145,181 | |||||||||||||||
Distributions to members and
partners
|
(3,600,000 | ) | (1,458,019 | ) | (6,174,297 | ) | (2,882,936 | ) | (2,302,500 | ) | ||||||||||
Proceeds from issuance of SBIC
Debentures
|
9,900,000 | | | 23,100,000 | 17,000,000 | |||||||||||||||
SBIC Debenture commitment and
leverage fees
|
(240,075 | ) | (50,000 | ) | (50,000 | ) | (577,500 | ) | (625,000 | ) | ||||||||||
Net cash provided (used) by
financing activities
|
6,097,752 | (1,402,897 | ) | (5,869,208 | ) | 30,663,291 | 14,217,681 | |||||||||||||
Net increase (decrease) in cash and
cash equivalents
|
6,071,925 | (7,447,085 | ) | (12,492,081 | ) | 25,464,535 | (740,598 | ) | ||||||||||||
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR
|
13,768,719 | 26,260,800 | 26,260,800 | 796,265 | 1,536,863 | |||||||||||||||
CASH AND CASH EQUIVALENTS AT END
OF YEAR
|
$ | 19,840,644 | $ | 18,813,715 | $ | 13,768,719 | $ | 26,260,800 | $ | 796,265 | ||||||||||
F-6
Portfolio Company/Company Headquarters/
|
|||||||||||
Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | |||||||
Control Investments(3)
|
|||||||||||
Café Brazil, LLC
|
Casual Restaurant | ||||||||||
12% Secured Debt
(Maturity April 20, 2009)
|
Group | $ | 2,950,000 | $ | 2,950,000 | $ | 2,950,000 | ||||
Member Units(7) (Fully Diluted
41.0%)
|
41,837 | 1,025,000 | |||||||||
2,991,837 | 3,975,000 | ||||||||||
CBT Nuggets, LLC
|
Produces and Sells | ||||||||||
Prime plus 2% Debt
(Maturity June 1, 2011)
|
IT Certification | 540,000 | 540,000 | 540,000 | |||||||
14% Secured Debt
(Maturity June 1, 2011)
|
Training Videos | 1,860,000 | 1,860,000 | 1,860,000 | |||||||
Member Units (Fully Diluted 29.1%)
|
432,000 | 790,000 | |||||||||
Warrants (Fully Diluted 10.5%)
|
72,000 | 240,000 | |||||||||
2,904,000 | 3,430,000 | ||||||||||
Hawthorne Customs &
Dispatch Services, LLC
|
Transportation/ | ||||||||||
13% Secured Debt
(Maturity January 31, 2011)
|
Logistics | 1,650,000 | 1,650,000 | 1,650,000 | |||||||
Member Units(7) (Fully diluted
27.8%)
|
375,000 | 720,000 | |||||||||
Warrants (Fully Diluted 16.5%)
|
37,500 | 380,000 | |||||||||
2,062,500 | 2,750,000 | ||||||||||
Hayden Acquisition,
LLC
|
Manufacturer of | ||||||||||
12% Secured Debt
(Maturity March 9, 2009)
|
Utility Structures | 2,120,000 | 2,120,000 | 2,120,000 | |||||||
Jensen Jewelers of Idaho,
LLC
|
Retail Jewelry | ||||||||||
Prime Plus 2% Secured Debt
(Maturity November 14, 2011)
|
1,200,000 | 1,200,000 | 1,200,000 | ||||||||
13% current / 6% PIK Secured Debt
(Maturity November 14, 2011)
|
1,023,000 | 1,023,000 | 1,023,000 | ||||||||
Member Units(7) (Fully diluted
25.1%)
|
376,000 | 376,000 | |||||||||
2,599,000 | 2,599,000 | ||||||||||
Magna Card, Inc.
|
Wholesale/Consumer | ||||||||||
12% Secured Debt
(Maturity September 30, 2010)
|
Magnetic Products | 2,016,225 | 2,016,225 | 2,016,225 | |||||||
Warrants (Fully diluted 35.8%)
|
100,000 | | |||||||||
2,116,225 | 2,016,225 | ||||||||||
Quest Design &
Production, LLC
|
Design and Fabrication | ||||||||||
12% Secured Debt
(Maturity May 1, 2008)
|
of Custom Display | 3,900,000 | 3,900,000 | 3,900,000 | |||||||
Warrants (Fully diluted 20.0%)
|
Systems | 40,000 | 40,000 | ||||||||
3,940,000 | 3,940,000 | ||||||||||
TA Acquisition Group,
LP
|
Processor of | ||||||||||
12% Secured Debt
(Maturity July 29, 2010)
|
Construction | 2,695,000 | 2,695,000 | 2,695,000 | |||||||
Partnership Interest(7) (Fully
diluted 18.3%)
|
Aggregates | 357,500 | 2,630,000 | ||||||||
Warrants (Fully diluted 18.3%)
|
82,500 | 2,650,000 | |||||||||
3,135,000 | 7,975,000 | ||||||||||
Technical Innovations,
LLC
|
Manufacturer of | ||||||||||
12% Secured Debt
(Maturity October 31, 2009)
|
Specialty Cutting | 1,312,500 | 1,312,500 | 1,312,500 | |||||||
Prime Secured Debt
(Maturity October 31, 2009)
|
Tools and Punches | 437,500 | 437,500 | 437,500 | |||||||
Member Units(7) (Fully diluted 1.6%)
|
15,000 | 40,000 | |||||||||
Warrants (Fully diluted 57.0%)
|
400,000 | 1,415,000 | |||||||||
2,165,000 | 3,205,000 |
F-7
Portfolio Company/Company Headquarters/
|
|||||||||||
Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | |||||||
Wicks N More,
LLC
|
Manufacturer of | ||||||||||
12% Secured Debt
(Maturity April 26, 2011)
|
High-end Candles | $ | 3,720,000 | $ | 3,720,000 | $ | 3,720,000 | ||||
Member Units (Fully diluted 11.5%)
|
360,000 | | |||||||||
Warrants (Fully diluted 21.35%)
|
210,000 | | |||||||||
4,290,000 | 3,720,000 | ||||||||||
Subtotal Control
Investments
|
28,323,562 | 35,730,225 | |||||||||
Affiliate
Investments(4)
|
|||||||||||
Advantage Millwork Company, Inc.
|
Manufacturer/ | ||||||||||
12% Secured Debt
(Maturity February 5, 2012)
|
Distributor of Wood | 2,400,000 | 2,400,000 | 2,400,000 | |||||||
Warrants (Fully diluted 10.0%)
|
Doors | 80,000 | 80,000 | ||||||||
2,480,000 | 2,480,000 | ||||||||||
All Hose & Specialty,
LLC
|
Distributor of Industrial | ||||||||||
11% Secured Debt
(Maturity August 4, 2010)
|
Hoses | 2,600,000 | 2,600,000 | 2,600,000 | |||||||
Member Units(7) (Fully diluted
15.0%)
|
80,357 | 2,000,000 | |||||||||
2,680,357 | 4,600,000 | ||||||||||
American Sensor Technologies,
Inc.
|
Manufacturer of | ||||||||||
9% Secured Debt
(Maturity May 31, 2010)
|
Commercial | 300,000 | 300,000 | 300,000 | |||||||
13% Secured Debt
(Maturity May 31, 2010)
|
Industrial Sensors | 3,000,000 | 3,000,000 | 3,000,000 | |||||||
Warrants (Fully diluted 20.0%)
|
50,000 | 575,000 | |||||||||
3,350,000 | 3,875,000 | ||||||||||
Carlton Global Resources,
LLC
|
Processor of | ||||||||||
13% Secured Debt
(Maturity November 15, 2011)
|
Industrial Minerals | 3,600,000 | 3,600,000 | 3,600,000 | |||||||
Member Units (Fully diluted 8.5%)
|
400,000 | 400,000 | |||||||||
4,000,000 | 4,000,000 | ||||||||||
Houston Plating &
Coatings, LLC
|
Plating & Industrial | ||||||||||
Prime plus 2% Secured Debt
|
Coating Services | ||||||||||
(Maturity July 19,
2011)
|
100,000 | 100,000 | 100,000 | ||||||||
Member Units(7) (Fully diluted
11.8%)
|
210,000 | 1,860,000 | |||||||||
310,000 | 1,960,000 | ||||||||||
KBK Industries, LLC
|
Specialty Manufacturer | ||||||||||
14% Secured Debt
(Maturity January 23, 2011)
|
of Oilfield and | 3,937,500 | 3,937,500 | 3,937,500 | |||||||
8% Secured Debt
(Maturity July 1, 2009)
|
Industrial Products | 289,976 | 289,976 | 289,976 | |||||||
Prime Plus 2% Secured Debt
|
|||||||||||
(Maturity January 31, 2008)
|
75,000 | 686,250 | |||||||||
Member Units(7) (Fully diluted
14.5%)
|
187,500 | 700,000 | |||||||||
4,489,976 | 5,613,726 | ||||||||||
Laurus Healthcare, LP,
|
Healthcare Facilities | ||||||||||
13% Secured Debt
(Maturity May 7, 2009)
|
3,010,000 | 3,010,000 | 3,010,000 | ||||||||
Warrants (Fully diluted 18.2%)
|
105,000 | 105,000 | |||||||||
3,115,000 | 3,115,000 | ||||||||||
National Trench Safety,
LLC
|
Trench & Traffic | ||||||||||
Member Units (Fully diluted 15.8%)
|
Safety Equipment | 1,792,308 | 1,792,308 | ||||||||
F-8
Portfolio Company/Company Headquarters/
|
|||||||||||||
Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | |||||||||
Pulse Systems, LLC
|
Manufacturer of | ||||||||||||
14% Secured Debt
(Maturity June 1, 2009)
|
Components for | $ | 2,602,516 | $ | 2,602,516 | $ | 2,602,516 | ||||||
Warrants (Fully diluted 6.6%)
|
Medical Devices | 118,000 | 350,000 | ||||||||||
2,720,516 | 2,952,516 | ||||||||||||
Transportation General,
Inc.
|
Taxi Cab/ | ||||||||||||
13% Secured Debt
(Maturity May 31, 2010)
|
Transportation | 3,700,000 | 3,700,000 | 3,700,000 | |||||||||
Warrants (Fully diluted 24.0%)
|
Services | 70,000 | 440,000 | ||||||||||
3,770,000 | 4,140,000 | ||||||||||||
Turbine Air Systems,
Ltd.
|
Commercial and | ||||||||||||
12% Secured Debt
(Maturity October 11, 2011)
|
Industrial Chilling | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Warrants (Fully diluted 5.0%)
|
Systems | 96,666 | 96,666 | ||||||||||
1,096,666 | 1,096,666 | ||||||||||||
WorldCall, Inc.
|
Telecommunication/ | ||||||||||||
13% Secured Debt
(Maturity October 22, 2009)
|
Information Services | 820,000 | 820,000 | 820,000 | |||||||||
Common stock (Fully diluted 6.2%)
|
169,173 | 180,000 | |||||||||||
Warrants (Fully diluted 13.4%)
|
75,000 | 150,000 | |||||||||||
1,064,173 | 1,150,000 | ||||||||||||
Barton Springs Grill
LP
|
Restaurant | ||||||||||||
15% Partnership Interest
|
150,000 | | |||||||||||
Subtotal Affiliate
Investments
|
31,018,996 | 36,775,216 | |||||||||||
Non-Control/Non-Affiliate
Investments(5):
|
|||||||||||||
East Teak Fine Hardwoods,
Inc.
|
Hardwood Products | ||||||||||||
13% Current/5.5% PIK Secured Debt
|
|||||||||||||
(Maturity
April 13, 2011)
|
4,452,856 | 4,452,856 | 4,452,856 | ||||||||||
Common Stock (Fully diluted 3.3%)
|
130,000 | 415,000 | |||||||||||
4,582,856 | 4,867,856 | ||||||||||||
Subtotal
Non-Control/Non-Affiliate Investments
|
4,582,856 | 4,867,856 | |||||||||||
Total investments,
December 31, 2006
|
$ | 63,925,414 | $ | 77,373,297 | |||||||||
Accumulated unearned
income
|
$ | (2,421,051 | ) | $ | (2,498,427 | ) | |||||||
Total Investments net of
accumulated unearned income
|
$ | 61,504,363 | $ | 74,874,870 | |||||||||
(1) | All debt investments are income producing. Equity and warrants are non-income producing unless otherwise noted | |
(2) | See footnote C for summary geographic location of portfolio companies |
(3) | Controlled investments are defined by the Investment Company Act of 1940 (1940 Act) as investments in companies in which the fund owns more than 25% of the the voting securities or maintains greater than 50% of the board representation. |
(4) | Affiliate investments are defined by the 1940 Act as those Non-Control investments in companies in which the Fund owns between 5% and 25% of the voting securities |
(5) | Non-Control/Non-Affiliate investments are defined by the 1940 Act as neither investments that are neither Control Investments or Affiliate Investments | |
(6) | Net of prepayments. | |
(7) | Income producing through payment of dividends or distributions. |
F-9
Portfolio Company/Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | |||||||
Control Investments(3)
|
|||||||||||
Café Brazil, LLC
|
Casual Restaurant | ||||||||||
12% Secured Debt
(Maturity April 20, 2009)
|
Group | $ | 3,150,000 | $ | 3,150,000 | $ | 3,150,000 | ||||
Member Units(7) (Fully diluted
41.0%)
|
41,837 | 900,000 | |||||||||
3,191,837 | 4,050,000 | ||||||||||
CBT Nuggets, LLC
|
Produces and sells | ||||||||||
Prime plus 2% Debt
(Maturity June 1, 2011)
|
IT Certification | 660,000 | 660,000 | 660,000 | |||||||
14% Secured Debt
(Maturity June 1, 2011)
|
Training Videos | 1,860,000 | 1,860,000 | 1,860,000 | |||||||
Member Units (Fully diluted 29.1%)
|
432,000 | 610,000 | |||||||||
Warrants (Fully diluted 10.5%)
|
72,000 | 200,000 | |||||||||
3,024,000 | 3,330,000 | ||||||||||
Hawthorne Customs &
Dispatch Services, LLC
|
Transportation/ | ||||||||||
13% Secured Debt
(Maturity January 31, 2011)
|
Logistics | 1,650,000 | 1,650,000 | 1,650,000 | |||||||
Member Units(7) (Fully diluted
27.8%)
|
375,000 | 950,000 | |||||||||
Warrants (Fully diluted 16.5%)
|
37,500 | 500,000 | |||||||||
2,062,500 | 3,100,000 | ||||||||||
Hayden Acquisition,
LLC
|
Manufacturer of | ||||||||||
12% Secured Debt
(Maturity March 9, 2009)
|
Utility Structures | 2,420,000 | 2,420,000 | 2,420,000 | |||||||
Jensen Jewelers of Idaho,
LLC
|
Retail Jewelry | ||||||||||
Prime Plus 2% Secured Debt
(Maturity
|
|||||||||||
November 14, 2011)
|
1,340,000 | 1,340,000 | 1,340,000 | ||||||||
13% current/6% PIK Secured Debt
(Maturity
|
|||||||||||
November 14, 2011)
|
1,008,000 | 1,008,000 | 1,008,000 | ||||||||
Member Units(7) (Fully diluted
25.1%)
|
376,000 | 376,000 | |||||||||
2,724,000 | 2,724,000 | ||||||||||
KBK Industries, LLC
|
Specialty Manufacturer | ||||||||||
14% Secured Debt
(Maturity January 23, 2011)
|
of Oilfield and | 3,937,500 | 3,937,500 | 3,937,500 | |||||||
Member Units(7) (Fully diluted
11.9%)
|
Industrial Products | 187,500 | 625,000 | ||||||||
Warrants (Fully diluted 25.7%)
|
150,000 | 1,372,500 | |||||||||
4,275,000 | 5,935,000 | ||||||||||
Magna Card,
Inc.
|
Wholesale/Consumer | ||||||||||
12% Secured Debt
(Maturity September 30, 2010)
|
Magnetic Products | 1,900,000 | 1,900,000 | 1,900,000 | |||||||
Warrants (Fully diluted 35.8%)
|
100,000 | | |||||||||
2,000,000 | 1,900,000 | ||||||||||
Quest
Design &Production, LLC
|
Design and Fabrication | ||||||||||
12% Secured Debt
(Maturity May 1, 2008)
|
of Custom Display | 3,900,000 | 3,900,000 | 3,900,000 | |||||||
Warrants (Fully diluted 20.0%)
|
Systems | 40,000 | 40,000 | ||||||||
3,940,000 | 3,940,000 | ||||||||||
TA Acquisition Group,
LP
|
Processor of | ||||||||||
12% Secured Debt
(Maturity July 29, 2010)
|
Construction | 2,860,000 | 2,860,000 | 2,860,000 | |||||||
Partnership Interest(7) (Fully
diluted 18.3%)
|
Aggregates | 357,500 | 2,630,000 | ||||||||
Warrants (Fully diluted 18.3%)
|
82,500 | 2,650,000 | |||||||||
3,300,000 | 8,140,000 |
F-10
Portfolio Company/Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | |||||||
Technical Innovations,
LLC
|
Manufacturer of | ||||||||||
12% Secured Debt
(Maturity October 31, 2009)
|
Specialty Cutting | $ | 1,850,000 | $ | 1,387,500 | $ | 1,387,500 | ||||
Prime Secured Debt
(Maturity October 31, 2009)
|
Tools and Punches | 462,500 | 462,500 | ||||||||
Member Units(7) (Fully diluted 1.6%)
|
15,000 | 35,000 | |||||||||
Warrants (Fully diluted 57.0%)
|
400,000 | 1,285,000 | |||||||||
2,265,000 | 3,170,000 | ||||||||||
Wicks N More LLC
|
Manufacturer of | ||||||||||
12% Secured Debt
(Maturity April 26, 2011)
|
High-end Candles | 3,720,000 | 3,720,000 | 3,720,000 | |||||||
Member Units (Fully diluted 6.2%)
|
180,000 | | |||||||||
Warrants (Fully diluted 24.0%)
|
210,000 | | |||||||||
4,110,000 | 3,720,000 | ||||||||||
Subtotal Control
Investments
|
33,312,337 | 42,429,000 | |||||||||
Affiliate
Investments(4)
|
|||||||||||
All Hose & Specialty,
LLC
|
Distributor of Industrial | ||||||||||
11% Secured Debt
(Maturity August 4, 2010)
|
Hoses | 2,600,000 | 2,600,000 | 2,600,000 | |||||||
Member Units(7) (Fully diluted 15%)
|
80,357 | 1,600,000 | |||||||||
11% Note Receivable
(Maturity August 4, 2010)
|
34,821 | 441,000 | |||||||||
2,715,178 | 4,641,000 | ||||||||||
American Sensor Technologies,
Inc.
|
Manufacturer of | ||||||||||
9% Secured Debt
(Maturity May 31, 2010)
|
Commercial | 200,000 | 200,000 | 200,000 | |||||||
13% Secured Debt
(Maturity May 31, 2010)
|
Industrial Sensors | 3,000,000 | 3,000,000 | 3,000,000 | |||||||
Warrants (Fully diluted 20.0%)
|
50,000 | 575,000 | |||||||||
3,250,000 | 3,775,000 | ||||||||||
Carlton Global Resources,
LLC
|
Processor of | ||||||||||
13% Secured Debt
(Maturity November 15, 2011)
|
Industrial Minerals | 3,600,000 | 3,600,000 | 3,600,000 | |||||||
Member Units (Fully diluted 8.5%)
|
400,000 | 400,000 | |||||||||
4,000,000 | 4,000,000 | ||||||||||
Houston Plating &
Coatings, LLC
|
Plating & Industrial | ||||||||||
Prime plus 2% Secured Debt
(Maturity July 19,
|
Coating Services | 100,000 | 100,000 | 100,000 | |||||||
2011)
|
|||||||||||
Member Units(7) (Fully diluted
11.8%)
|
210,000 | 1,710,000 | |||||||||
310,000 | 1,810,000 | ||||||||||
Laurus Healthcare, LP
|
Healthcare Facilities | ||||||||||
13% Secured Debt
(Maturity May 7, 2009)
|
3,010,000 | 3,010,000 | 3,010,000 | ||||||||
Warrants (Fully diluted 18.2%)
|
105,000 | 105,000 | |||||||||
3,115,000 | 3,115,000 | ||||||||||
National Trench Safety,
LLC
|
Trench & Traffic | ||||||||||
Member Units (Fully diluted 15.8%)
|
Safety Equipment | 1,792,308 | 1,792,308 | ||||||||
Pulse Systems, LLC
|
Manufacturer of | ||||||||||
14% Secured Debt
(Maturity June 1, 2009)
|
Components for | 2,747,271 | 2,747,271 | 2,747,271 | |||||||
Warrants (Fully diluted 6.6%)
|
Medical Devices | 118,000 | 400,000 | ||||||||
2,865,271 | 3,147,271 |
F-11
Portfolio Company/Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | |||||||||
Transportation General,
Inc.
|
Taxi Cab/Transportation | ||||||||||||
13% Secured Debt
(Maturity May 31, 2010)
|
Services | $ | 3,900,000 | $ | 3,900,000 | $ | 3,900,000 | ||||||
Warrants (Fully diluted 24.0%)
|
70,000 | 395,000 | |||||||||||
3,970,000 | 4,295,000 | ||||||||||||
Turbine Air Systems,
Ltd.
|
Commercial and | ||||||||||||
12% Secured Debt
(Maturity October 11, 2011)
|
industrial chilling | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Warrants (Fully diluted 5.0%)
|
systems | 96,666 | 96,666 | ||||||||||
1,096,666 | 1,096,666 | ||||||||||||
WorldCall, Inc.
|
Telecommunication/ | ||||||||||||
13% Secured Debt
(Maturity October 22, 2009)
|
Information Services | 820,000 | 820,000 | 820,000 | |||||||||
Common stock (Fully diluted 6.22%)
|
169,173 | 180,000 | |||||||||||
Warrants (Fully diluted 13.4%)
|
75,000 | 150,000 | |||||||||||
1,064,173 | 1,150,000 | ||||||||||||
Barton Springs Grill
LP
|
Restaurant | ||||||||||||
15% Partnership Interest
|
150,000 | | |||||||||||
Subtotal Affiliate
Investments
|
24,328,596 | 28,822,245 | |||||||||||
Non-Control/Non-Affiliate
Investments(5):
|
|||||||||||||
East Teak Fine Hardwoods,
Inc.
|
Hardwood Products | ||||||||||||
13% Current/5.5% PIK Secured Debt
|
|||||||||||||
(Maturity
April 13, 2011)
|
4,394,763 | 4,394,763 | 4,394,763 | ||||||||||
Common Stock (Fully diluted 3.3%)
|
130,000 | 335,000 | |||||||||||
4,524,763 | 4,729,763 | ||||||||||||
Digital Music Group,
Inc.
|
Distribution of Music | ||||||||||||
Common stock
|
and Video Content | 458,252 | 228,420 | ||||||||||
Subtotal
Non-Control/Non-Affiliate Investments
|
4,983,015 | 4,958,183 | |||||||||||
Total Investments,
December 31, 2006
|
62,623,948 | 76,209,428 | |||||||||||
Accumulated unearned
income
|
(2,498,427 | ) | (2,498,427 | ) | |||||||||
Total Investments net of
accumulated unearned income
|
$ | 60,125,521 | $ | 73,711,001 | |||||||||
(1) | All debt investments are income producing. Equity and warrants are non-income producing unless otherwise noted. | |
(2) | See footnote C for summary geographic location of portfolio companies. | |
(3) | Control investments are defined by the Investment Company Act of 1940 (1940 Act) as investments in companies in which the fund owns more that 25% of the voting securities or has rights to maintain greater than 50% of the board representation. | |
(4) | Affiliate investments are defined by the 1940 Act as those Non-Control investments in companies in which the Fund owns between 5% and 25% of the voting securities. | |
(5) | Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control Investments or Affiliate Investments. | |
(6) | Net of prepayments. | |
(7) | Income producing through payment of dividends or distributions. |
F-12
Portfolio Company/Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | ||||||||||
Control
Investments(3):
|
||||||||||||||
All Hose & Specialty,
LLC
|
Distributor of Industrial
|
|||||||||||||
13% Secured Debt
(Maturity August 4, 2010)
|
Hoses
|
$ | 2,600,000 | $ | 2,600,000 | $ | 2,600,000 | |||||||
Warrants (Fully diluted 28.0%)
|
150,000 | 150,000 | ||||||||||||
2,750,000 | 2,750,000 | |||||||||||||
Café Brazil, LLC
|
Casual Restaurant
|
|||||||||||||
12% Secured Debt
(Maturity April 20, 2009)
|
Group
|
3,550,000 | 3,550,000 | 3,550,000 | ||||||||||
Warrants (Fully diluted 41.0%)
|
41,837 | 700,000 | ||||||||||||
3,591,837 | 4,250,000 | |||||||||||||
Hayden Acquisition,
LLC
|
Manufacturer of
|
|||||||||||||
13% Secured Debt
(Maturity March 9, 2009)
|
Utility Structures
|
2,420,000 | 2,420,000 | 2,420,000 | ||||||||||
8% Note Receivable
(Maturity March 9, 2009)
|
111,551 | 111,551 | 375,000 | |||||||||||
2,531,551 | 2,795,000 | |||||||||||||
Houston Plating & Coatings,
LLC(2)
|
Plating & Industrial
|
|||||||||||||
14% Secured Debt
(Maturity December 31, 2007)
|
Coating Services
|
1,800,000 | 1,800,000 | 1,800,000 | ||||||||||
Member Units (Fully diluted 8.9%)
|
210,000 | 675,000 | ||||||||||||
Warrants (Fully diluted 16.9%)
|
400,000 | 1,000,000 | ||||||||||||
2,410,000 | 3,475,000 | |||||||||||||
Magna Card, Inc.
|
Wholesale/Consumer
|
|||||||||||||
12% Secured Debt
(Maturity September 30, 2010)
|
Magnetic Products
|
1,900,000 | 1,900,000 | 1,900,000 | ||||||||||
Warrants (Fully diluted 26.0%)
|
100,000 | 100,000 | ||||||||||||
2,000,000 | 2,000,000 | |||||||||||||
Quest Design & Production,
LLC
|
Design and Fabrication
|
|||||||||||||
12% Secured Debt
(Maturity May 1, 2008)
|
of Custom Display
|
4,000,000 | 4,000,000 | 4,000,000 | ||||||||||
6% Loan (Maturity July
31, 2006)
|
Systems
|
120,000 | 120,000 | |||||||||||
Warrants (Fully diluted 20.0%)
|
40,000 | 40,000 | ||||||||||||
4,160,000 | 4,160,000 | |||||||||||||
TA Acquisition Group,
LP
|
Processor of
|
|||||||||||||
12% Secured Debt
(Maturity July 29, 2010)
|
Construction
|
3,850,000 | 3,850,000 | 3,850,000 | ||||||||||
Partnership Interest(7) ( Fully
diluted 18.3%)
|
Aggregates
|
357,500 | 1,060,000 | |||||||||||
Warrants (Fully diluted 18.3%)
|
82,500 | 1,065,000 | ||||||||||||
4,290,000 | 5,975,000 | |||||||||||||
Technical Innovations,
LLC
|
Manufacturer of
|
|||||||||||||
12% Secured Debt
(Maturity October 31, 2007)
|
Specialty Cutting
|
1,425,000 | 1,425,000 | 1,425,000 | ||||||||||
6.75% Secured Debt
(Maturity October 31, 2007)
|
Tools and Punches
|
500,000 | 500,000 | 500,000 | ||||||||||
Member Units(7) ( Fully diluted
1.0%)
|
15,000 | 18,000 | ||||||||||||
Warrants (Fully diluted 49.0%)
|
400,000 | 882,000 | ||||||||||||
2,340,000 | 2,825,000 | |||||||||||||
West Coast Pool & Spa,
LLC
|
Pool and Spa Services
|
|||||||||||||
13% Secured Debt
(Maturity January 31, 2010)
|
1,100,000 | 1,100,000 | 543,353 | |||||||||||
Warrants (Fully diluted 30.0%)
|
50,000 | | ||||||||||||
1,150,000 | 543,353 | |||||||||||||
Subtotal Control
investments
|
25,223,388 | 28,773,353 | ||||||||||||
F-13
Portfolio Company/Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | ||||||||||
Affiliate
Investments(4):
|
||||||||||||||
American Sensor Technologies,
Inc.
|
Manufacturer of
|
|||||||||||||
13% Secured Debt
(Maturity May 31, 2010)
|
Industrial sensors
|
$ | 3,000,000 | $ | 3,000,000 | $ | 3,000,000 | |||||||
Warrants (Fully diluted 20.0%)
|
50,000 | 550,000 | ||||||||||||
3,050,000 | 3,550,000 | |||||||||||||
Avail Consulting, LLC
|
Financial Valuation and
|
|||||||||||||
14% Secured Debt
(Maturity May 19, 2008)
|
Real Estate Appraisal
|
1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
7% Current/7% PIK Secured Debt
|
173,887 | 173,887 | 173,887 | |||||||||||
14% PIK Secured Debt
|
290,207 | 290,207 | 290,207 | |||||||||||
Warrants (Fully diluted 12.0%)
|
240,000 | 140,000 | ||||||||||||
1,704,094 | 1,604,094 | |||||||||||||
Barton Springs Grill
LP
|
Restaurant
|
|||||||||||||
15% Limited Partnership Interest
|
150,000 | 100,000 | ||||||||||||
Laurus Healthcare, LP
|
Healthcare Facilities
|
|||||||||||||
13% Secured Debt
(Maturity May 7, 2009)
|
3,010,000 | 3,010,000 | 3,010,000 | |||||||||||
Warrants (Fully diluted 18.2%)
|
105,000 | 105,000 | ||||||||||||
3,115,000 | 3,115,000 | |||||||||||||
National Trench Safety,
LLC
|
Trench & Traffic
|
|||||||||||||
12% Secured Debt
(Maturity May 13, 2010)
|
Safety Equipment
|
3,269,231 | 3,269,231 | 3,269,231 | ||||||||||
Member Units (Fully diluted 15.9%)
|
1,792,308 | 1,792,308 | ||||||||||||
Warrants (Fully diluted 6.2%)
|
230,769 | 230,769 | ||||||||||||
5,292,308 | 5,292,308 | |||||||||||||
Pulse Systems, LLC
|
Manufacturer of
|
|||||||||||||
14% Secured Debt
(Maturity June 1, 2009)
|
Components for
|
3,142,110 | 3,142,110 | 3,142,110 | ||||||||||
Warrants (Fully diluted 6.6%)
|
Medical Devices
|
118,000 | 365,000 | |||||||||||
3,260,110 | 3,507,110 | |||||||||||||
Transportation General,
Inc.
|
Taxi Cab/Transportation
|
|||||||||||||
13% Secured Debt
(Maturity May 31, 2010)
|
Services
|
4,200,000 | 4,200,000 | 4,200,000 | ||||||||||
Warrants (Fully diluted 24.0%)
|
70,000 | 70,000 | ||||||||||||
4,270,000 | 4,270,000 | |||||||||||||
WorldCall, Inc.
|
Telecommunication/
|
|||||||||||||
13% Secured Debt
(Maturity October 22, 2009)
|
Information Services
|
1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Warrants (Fully diluted 20.0%)
|
75,000 | 75,000 | ||||||||||||
1,075,000 | 1,075,000 | |||||||||||||
Subtotal Affiliate
Investments
|
21,916,512 | 22,513,512 | ||||||||||||
F-14
Portfolio Company/Type of Investment(1)(2)
|
Industry
|
Principal(6) | Cost(6) | Fair Value | ||||||||||
Non-Affiliate
Investments(5):
|
||||||||||||||
Everyones Internet,
Ltd.
|
Internet/Web Hosting
|
|||||||||||||
13% Current/6% PIK Secured Debt
|
Service Provider
|
$ | 1,507,750 | $ | 1,507,750 | $ | 1,507,750 | |||||||
(Maturity January 11,
2010)
|
||||||||||||||
Texas Taxi, Inc.
|
Taxi Cab/Transportation
|
|||||||||||||
Common Stock(7) (Fully diluted 4.7%)
|
Services
|
50,000 | 1,000,000 | |||||||||||
Subtotal
Non-Control/Non-Affiliate Investments
|
1,557,750 | 2,507,750 | ||||||||||||
Total Investments, December 31,
2005
|
48,697,650 | 53,794,615 | ||||||||||||
Accumulated unearned
income
|
(2,602,632 | ) | (2,602,632 | ) | ||||||||||
Total Investments net of
accumulated unearned income
|
$ | 46,095,018 | $ | 51,191,983 | ||||||||||
(1) | All debt investments are income producing. Equity and warrants are non-income producing unless otherwise noted. | |
(2) | See footnote C for summary geographic location of portfolio companies. | |
(3) | Control investments are defined by the Investment Company Act of 1940 (1940 Act) as investments in companies in which the fund owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation. | |
(4) | Affiliate investments are defined by the 1940 Act as those Non-Control investments in companies in which the Fund owns between 5% and 25% of the voting securities. | |
(5) | Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control Investments or Affiliate Investments. | |
(6) | Net of prepayments. | |
(7) | Income producing through payment of dividends or distributions. |
F-15
F-17
F-18
Three Months Ended
|
Year Ended December 31, | |||||||||||
March 31, 2007 | 2006 | 2005 | ||||||||||
Beginning accumulated unearned
income
|
$ | 2,498,427 | $ | 2,602,632 | $ | 2,760,948 | ||||||
Debt origination fees received
|
48,000 | 709,980 | 535,250 | |||||||||
Value of warrants received
|
80,000 | 566,166 | 557,500 | |||||||||
Unearned income recognized
|
(205,376 | ) | (1,380,351 | ) | (1,251,066 | ) | ||||||
Ending accumulated unearned income
|
$ | 2,421,051 | $ | 2,498,427 | $ | 2,602,632 | ||||||
10. | Realized Gains or Losses from Investments and Net Change in Unrealized Appreciation or Depreciation from Investments |
F-19
F-20
F-21
March 31,
|
December 31, | ||||||||
Cost:
|
2007 | 2006 | 2005 | ||||||
First lien debt
|
77.82% | 77.08% | 69.89% | ||||||
Second lien debt
|
11.84% | 11.81% | 20.41% | ||||||
Equity
|
7.94% | 7.62% | 5.18% | ||||||
Equity warrants
|
2.40% | 3.49% | 4.52% | ||||||
100.00% | 100.00% | 100.00% | |||||||
March 31,
|
December 31, | ||||||||
Fair Value:
|
2007 | 2006 | 2005 | ||||||
First lien debt
|
65.08% | 63.88% | 62.71% | ||||||
Second lien debt
|
9.78% | 9.70% | 18.48% | ||||||
Equity
|
16.71% | 12.65% | 6.78% | ||||||
Equity warrants
|
8.43% | 13.77% | 12.03% | ||||||
100.00% | 100.00% | 100.00% | |||||||
March 31,
|
December 31, | ||||||||
Cost:
|
2007 | 2006 | 2005 | ||||||
Southwest
|
45.53% | 39.92% | 66.61% | ||||||
West
|
19.12% | 24.74% | 14.25% | ||||||
Northeast
|
14.45% | 14.72% | 19.14% | ||||||
Southeast
|
13.88% | 13.79% | | ||||||
Midwest
|
7.02% | 6.83% | | ||||||
100.00% | 100.00% | 100.00% | |||||||
F-22
March 31,
|
December 31, | ||||||||
Fair Value:
|
2007 | 2006 | 2005 | ||||||
Southwest
|
51.90% | 47.24% | 69.02% | ||||||
West
|
16.78% | 20.80% | 12.73% | ||||||
Northeast
|
12.96% | 11.09% | 18.25% | ||||||
Southeast
|
11.10% | 13.08% | | ||||||
Midwest
|
7.26% | 7.79% | | ||||||
100.00% | 100.00% | 100.00% | |||||||
March 31,
|
December 31, | |||||||||||
Cost:
|
2007 | 2006 | 2005 | |||||||||
Manufacturing
|
19.33% | 15.14% | | |||||||||
Construction/industrial minerals
|
11.16% | 11.66% | 8.81% | |||||||||
Distribution
|
11.36% | 11.56% | 5.65% | |||||||||
Health care products
|
7.64% | 8.19% | 11.50% | |||||||||
Transportation/logistics
|
9.13% | 9.64% | 8.87% | |||||||||
Custom wood products
|
6.16% | 6.29% | 8.54% | |||||||||
Restaurant
|
4.92% | 5.34% | 7.68% | |||||||||
Electronics manufacturing
|
5.24% | 5.19% | 6.26% | |||||||||
Health care services
|
4.87% | 4.97% | 6.40% | |||||||||
Professional services
|
4.54% | 4.83% | 5.86% | |||||||||
Retail
|
4.07% | 4.35% | | |||||||||
Building products
|
3.32% | 3.86% | 5.20% | |||||||||
Consumer products
|
3.31% | 3.19% | 4.11% | |||||||||
Equipment rental
|
2.81% | 2.86% | 10.87% | |||||||||
Information services
|
1.66% | 2.43% | 5.30% | |||||||||
Industrial services
|
0.48% | 0.50% | 4.95% | |||||||||
Total
|
100.00% | 100.00% | 100.00% | |||||||||
F-23
March 31,
|
December 31, | |||||||||||
Fair Value:
|
2007 | 2006 | 2005 | |||||||||
Manufacturing
|
16.69% | 14.11% | | |||||||||
Construction/industrial minerals
|
15.48% | 15.93% | 11.11% | |||||||||
Distribution
|
12.24% | 12.30% | 5.11% | |||||||||
Health care products
|
7.96% | 8.29% | 11.76% | |||||||||
Transportation/logistics
|
8.90% | 9.70% | 9.80% | |||||||||
Restaurant
|
5.14% | 5.31% | 8.09% | |||||||||
Custom wood products
|
5.09% | 5.17% | 7.73% | |||||||||
Electronics manufacturing
|
5.01% | 4.95% | 6.60% | |||||||||
Professional services
|
4.43% | 4.37% | 3.99% | |||||||||
Health care services
|
4.02% | 4.09% | 5.79% | |||||||||
Retail
|
3.36% | 3.57% | | |||||||||
Building products
|
2.74% | 3.18% | 5.20% | |||||||||
Consumer products
|
2.60% | 2.49% | 3.72% | |||||||||
Industrial services
|
2.53% | 2.38% | 6.46% | |||||||||
Equipment rental
|
2.32% | 2.35% | 9.84% | |||||||||
Information services
|
1.49% | 1.81% | 4.80% | |||||||||
Total
|
100.00% | 100.00% | 100.00% | |||||||||
F-24
F-25
March 31,
|
December 31, | |||||||||||
2007 | 2006 | 2005 | ||||||||||
SBIC Debenture commitment fees
|
$ | 550,000 | $ | 550,000 | $ | 500,000 | ||||||
SBIC Debenture leverage fees
|
1,367,575 | 1,127,500 | 1,127,500 | |||||||||
Subtotal
|
1,917,575 | 1,677,500 | 1,627,500 | |||||||||
Less accumulated amortization
|
(386,134 | ) | (343,846 | ) | (185,996 | ) | ||||||
$ | 1,531,441 | $ | 1,333,654 | $ | 1,441,504 | |||||||
Year Ending
|
Estimated
|
|||
December 31,
|
Amortization | |||
2007
|
$ | 166,100 | ||
2008
|
167,750 | |||
2009
|
167,750 | |||
2010
|
167,750 | |||
2011
|
167,750 | |||
2012 and thereafter
|
496,554 |
F-26
Fixed
|
||||||||||
Pooling Date
|
Maturity Date | Interest Rate | Amount | |||||||
09/24/2003 | 09/01/2013 | 5.762% | $4,000,000 | |||||||
03/24/2004 | 03/01/2014 | 5.007% | 3,000,000 | |||||||
09/22/2004 | 09/01/2014 | 5.571% | 9,000,000 | |||||||
09/22/2004 | 09/01/2014 | 5.539% | 6,000,000 | |||||||
03/23/2005 | 03/01/2015 | 5.925% | 2,000,000 | |||||||
03/23/2005 | 03/01/2015 | 5.893% | 2,000,000 | |||||||
09/28/2005 | 09/01/2015 | 5.796% | 19,100,000 | |||||||
Balance as of December 31,
2006 and 2005
|
45,100,000 | |||||||||
3/28/2007 | 03/01/2017 | 6.231% | 3,900,000 | |||||||
3/28/2007 | 03/01/2017 | 6.263% | 1,000,000 | |||||||
3/28/2007 | 03/01/2017 | 6.317% | 5,000,000 | |||||||
Balance as of March 31,
2007
|
$55,000,000 | |||||||||
F-27
Three Months Ended
|
||||||||||||||||||||
March 31, | Years Ended December 31, | |||||||||||||||||||
2007 (1) | 2006 (1) | 2006 (1) | 2005 (1) | 2004 (1) | ||||||||||||||||
Net assets at end of period
|
$ | 41,489,832 | $ | 35,630,422 | $ | 43,272,531 | $ | 33,268,742 | $ | 17,237,888 | ||||||||||
Average net
assets
(2)
|
42,381,182 | 34,449,582 | 38,621,188 | 23,534,007 | 15,296,235 | |||||||||||||||
Average outstanding
debt
(2)
|
50,050,000 | 45,100,000 | 45,100,000 | 34,400,000 | 15,600,000 | |||||||||||||||
Ratio of total expenses, excluding
interest expense, to average net
assets
(3)(4)
|
1.26 | % | 1.49 | % | 5.54 | % | 9.03 | % | 13.73 | % | ||||||||||
Ratio of total expenses to average
net
assets
(3)(4)
|
2.93 | % | 3.44 | % | 12.58 | % | 17.80 | % | 19.41 | % | ||||||||||
Ratio of net investment income to
average net
assets
(3)
|
2.76 | % | 3.23 | % | 12.70 | % | 14.32 | % | 9.75 | % | ||||||||||
Ratio of total contributed capital
to total capital commitments
|
99.0 | % | 97.9 | % | 98.9 | % | 97.6 | % | 56.7 | % | ||||||||||
Total return based on change in net
asset
value
(3)(5)
|
4.11 | % | 11.18 | % | 47.56 | % | 45.77 | % | 29.58 | % |
(1) | The amounts reflected in the financial highlights above represent the combined general partner and limited partner amounts. See the Combined Statements of Changes in Members Equity and Partners Capital for additional information. |
(2) | Calculated based upon the average of the amounts at the end of each quarter within the period. |
(3) | Interim periods are not annualized. |
(4) | The Investment Manager voluntarily waived $48,000 of management fees for the years ended December 31, 2006, 2005 and 2004. |
(5) | Total return based on change in net asset value was calculated using the sum of ending net asset value plus distributions to members and partners during the period less capital contributions during the period, as divided into the beginning net asset value. |
F-28
Three Months Ended
|
||||||||||||||||||||
March 31, | Years Ended December 31, | |||||||||||||||||||
2007 | 2006 | 2006 | 2005 | 2004 | ||||||||||||||||
Net increase in members
equity and partners capital resulting from operations
|
$ | 1,779,474 | $ | 3,714,628 | $ | 15,822,997 | $ | 7,890,063 | $ | 4,427,217 | ||||||||||
Net change in unrealized
appreciation (depreciation) from investments
|
137,596 | (2,597,925 | ) | (8,488,514 | ) | (3,032,274 | ) | (1,764,691 | ) | |||||||||||
Accrual basis to cash basis
adjustments:
|
||||||||||||||||||||
Deferred debt origination fees
included in taxable income
|
48,000 | 240,000 | 709,980 | 535,250 | 642,966 | |||||||||||||||
Accretion of unearned fee income
for book income
|
(106,870 | ) | (86,343 | ) | (517,649 | ) | (508,406 | ) | (199,340 | ) | ||||||||||
Net change in interest receivable
|
58,709 | 18,449 | (93,480 | ) | (182,324 | ) | (89,565 | ) | ||||||||||||
Interest Payable
|
(630,891 | ) | (554,242 | ) | 83,459 | 417,325 | 293,916 | |||||||||||||
Portfolio company pass through
taxable income (loss)
|
| | 610,866 | (815,510 | ) | (678,505 | ) | |||||||||||||
Other
|
| | (321,295 | ) | (441,231 | ) | 496,547 | |||||||||||||
Taxable income
|
$ | 1,286,018 | $ | 734,567 | $ | 7,806,364 | $ | 3,862,893 | $ | 3,128,545 | ||||||||||
F-29
| Main Street Capital Corporation will acquire 100% of the limited partnership interests in the Fund, which will become Main Street Capital Corporations wholly-owned subsidiary, retain its SBIC license, continue to hold its existing investments, and make new investments with available funds. | |
| Main Street Capital Corporation will acquire 100% of the equity interests in the General Partner of the Fund. | |
| Main Street Capital Corporation will acquire 100% of the equity interests in the Investment Manager of the Fund. |
F-30
Amount of
|
||||||||||||||||||||||
Interest or
|
||||||||||||||||||||||
Dividends
|
December 31,
|
December 31,
|
||||||||||||||||||||
Credited to
|
2005
|
Gross
|
Gross
|
2006
|
||||||||||||||||||
Company
|
Investments
(1)
|
Income (2) | Value | Additions (3) | Reductions (4) | Value | ||||||||||||||||
CONTROL INVESTMENTS
|
||||||||||||||||||||||
Café Brazil, LLC
|
12% Secured Debt | $ | 463,382 | $ | 3,550,000 | $ | | $ | 400,000 | $ | 3,150,000 | |||||||||||
Warrants | | 700,000 | | 700,000 | | |||||||||||||||||
Member Units | | | 900,000 | | 900,000 | |||||||||||||||||
CBT Nuggets, LLC
|
Prime plus 2% Debt | 48,899 | | 900,000 | 240,000 | 660,000 | ||||||||||||||||
14% Secured Debt | 260,436 | | 1,860,000 | | 1,860,000 | |||||||||||||||||
Member Units | | | 610,000 | | 610,000 | |||||||||||||||||
Warrants | | | 200,000 | | 200,000 | |||||||||||||||||
Hawthorne Customs &
|
13% Secured Debt | 293,530 | | 2,250,000 | 600,000 | 1,650,000 | ||||||||||||||||
Dispatch Services, LLC
|
Member Units | 44,000 | | 950,000 | | 950,000 | ||||||||||||||||
Warrants | | | 500,000 | | 500,000 | |||||||||||||||||
Hayden Acquisition, LLC
|
12% Secured Debt | 339,070 | 2,420,000 | | | 2,420,000 | ||||||||||||||||
8% Note Receivable | 16,806 | 375,000 | | 375,000 | | |||||||||||||||||
Jensen Jewelers of Idaho,
|
Prime plus 2% Secured Debt | 19,373 | | 1,340,000 | | 1,340,000 | ||||||||||||||||
LLC
|
13% Current/6% PIK Secured Debt | 35,944 | | 1,008,000 | | 1,008,000 | ||||||||||||||||
Member Units | | | 376,000 | | 376,000 | |||||||||||||||||
KBK Industries, LLC
|
14% Secured Debt | 652,908 | | 4,312,500 | 375,000 | 3,937,500 | ||||||||||||||||
Member Units | | | 625,000 | | 625,000 | |||||||||||||||||
Warrants | | | 1,372,500 | | 1,372,500 | |||||||||||||||||
Magna Card, Inc.
|
12% Secured Debt | 246,799 | 1,900,000 | | | 1,900,000 | ||||||||||||||||
Warrants | | 100,000 | | 100,000 | | |||||||||||||||||
Quest Design &
|
12% Secured Debt | 552,423 | 4,000,000 | | 100,000 | 3,900,000 | ||||||||||||||||
Production LLC
|
6% Loan | 4,832 | 120,000 | 225,000 | 345,000 | | ||||||||||||||||
Warrants | | 40,000 | | | 40,000 | |||||||||||||||||
TA Acquisition Group, LP
|
12% Secured Debt | 496,718 | 3,850,000 | | 990,000 | 2,860,000 | ||||||||||||||||
Partnership Interest | 47,920 | 1,060,000 | 1,570,000 | | 2,630,000 | |||||||||||||||||
Warrants | | 1,065,000 | 1,585,000 | | 2,650,000 | |||||||||||||||||
Technical Innovations, LLC
|
12% Secured Debt | 260,296 | 1,425,000 | 300,000 | 337,500 | 1,387,500 | ||||||||||||||||
Prime Secured Debt | 61,044 | 500,000 | | 37,500 | 462,500 | |||||||||||||||||
Member Units | 600 | 18,000 | 17,000 | | 35,000 | |||||||||||||||||
Warrants | | 882,000 | 403,000 | | 1,285,000 | |||||||||||||||||
Wicks Acquisition, LLC
|
12% Secured Debt | 383,705 | | 3,720,000 | | 3,720,000 | ||||||||||||||||
Member Units | | | 180,000 | 180,000 | | |||||||||||||||||
Warrants | | | 210,000 | 210,000 | | |||||||||||||||||
Income from Control Investments
disposed of during the year
|
66,670 | | | | | |||||||||||||||||
Total - Control | $ | 4,295,354 | $ | 22,005,000 | $ | 25,414,000 | $ | 4,990,000 | $ | 42,429,000 | ||||||||||||
F-31
Amount of
|
||||||||||||||||||||||||||||||
Interest or
|
||||||||||||||||||||||||||||||
Dividends
|
December 31,
|
December 31,
|
||||||||||||||||||||||||||||
Credited to
|
2005
|
Gross
|
Gross
|
2006
|
||||||||||||||||||||||||||
Company
|
Investments
(1)
|
Income (2) | Value | Additions (3) | Reductions (4) | Value | ||||||||||||||||||||||||
AFFILIATE
INVESTMENTS
|
||||||||||||||||||||||||||||||
All Hose & Specialty, LLC
|
11% Secured Debt | $ | 369,069 | $ | 2,600,000 | $ | | $ | | $ | 2,600,000 | |||||||||||||||||||
Member Units | | | 1,600,000 | | 1,600,000 | |||||||||||||||||||||||||
11% Note Receivable | 12,397 | | 441,000 | | 441,000 | |||||||||||||||||||||||||
Warrants | | 150,000 | | 150,000 | | |||||||||||||||||||||||||
American Sensor
|
9% Secured Debt | 1,050 | | 200,000 | | 200,000 | ||||||||||||||||||||||||
Technologies, Inc.
|
13% Secured Debt | 418,079 | 3,000,000 | | | 3,000,000 | ||||||||||||||||||||||||
Warrants | | 550,000 | 25,000 | | 575,000 | |||||||||||||||||||||||||
Carlton Global
|
13% Secured Debt | 97,059 | | 3,600,000 | | 3,600,000 | ||||||||||||||||||||||||
Resources, LLC
|
Member Units | | | 400,000 | | 400,000 | ||||||||||||||||||||||||
Houston Plating &
Coatings,
|
Prime Plus 2% | 153,317 | | 100,000 | | 100,000 | ||||||||||||||||||||||||
LLC
|
14% Secured Debt | | 1,800,000 | | 1,800,000 | | ||||||||||||||||||||||||
Warrants | | 1,000,000 | | 1,000,000 | | |||||||||||||||||||||||||
Member Units | 116,390 | 675,000 | 1,035,000 | | 1,710,000 | |||||||||||||||||||||||||
Laurus Healthcare, LP,
|
13% Secured Debt | 438,481 | 3,010,000 | | | 3,010,000 | ||||||||||||||||||||||||
Warrants | | 105,000 | | | 105,000 | |||||||||||||||||||||||||
National Trench Safety, LLC
|
12% Secured Debt | 449,288 | 3,269,231 | | 3,269,231 | | ||||||||||||||||||||||||
Member Units | | 1,792,308 | | | 1,792,308 | |||||||||||||||||||||||||
Warrants | | 230,769 | | 230,769 | | |||||||||||||||||||||||||
Pulse Systems, LLC
|
14% Secured Debt | 462,799 | 3,142,110 | | 394,839 | 2,747,271 | ||||||||||||||||||||||||
Warrants | | 365,000 | 35,000 | | 400,000 | |||||||||||||||||||||||||
Transportation General Inc.
|
13% Secured Debt | 587,180 | 4,200,000 | | 300,000 | 3,900,000 | ||||||||||||||||||||||||
Warrants | | 70,000 | 325,000 | | 395,000 | |||||||||||||||||||||||||
Turbine Air Systems, Ltd
|
12% Secured Debt | 36,403 | | 1,000,000 | | 1,000,000 | ||||||||||||||||||||||||
Warrants | | | 96,666 | | 96,666 | |||||||||||||||||||||||||
WorldCall, Inc.
|
13% Secured Debt | 131,773 | 1,000,000 | | 180,000 | 820,000 | ||||||||||||||||||||||||
Common Stock | | | 180,000 | | 180,000 | |||||||||||||||||||||||||
Warrants | | 75,000 | 75,000 | | 150,000 | |||||||||||||||||||||||||
Barton Springs Grill LP
|
15% Partnership Interest | | 100,000 | | 100,000 | | ||||||||||||||||||||||||
Income from Affiliate Investments
disposed of during the year
|
300,285 | | | | | |||||||||||||||||||||||||
Total - Affiliate Investments | $ | 3,573,570 | $ | 27,134,418 | $ | 9,112,666 | $ | 7,424,839 | $ | 28,822,245 | ||||||||||||||||||||
This schedule should be read in conjunction with the Combined Financial Statements, including the Combined Statement of Investments and Note C to the Combined Financial Statements. |
(1) | The principal amount, the ownership detail for equity investments and if the investment is income producing is shown in the Combined Schedule of Investments. |
(2) | Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate during the year, the income related to the time period it was in the category other than the one shown at year end is included in Income from Investment disposed of during the year. |
(3) | Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow on investments, accrued PIK interest and the exchange of one or more existing securities for one or more new securities. Gross Additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation. |
(4) | Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation. |
F-32
Item 25. | Financial Statements And Exhibits |
Page | ||||
Report of Independent Registered
Public Accounting Firm
|
F | -2 | ||
Combined Balance
Sheets March 31, 2007, December 31, 2006
and December 31, 2005
|
F | -3 | ||
Combined Statements of
Operations For the Three Months ended March 31,
2007 and March 31, 2006, and for the Years Ended
December 31, 2006, 2005 and 2004
|
F | -4 | ||
Combined Statements of Changes in
Members Equity and Partners Capital For
the Three Months ended March 31, 2007, and for the Years
Ended December 31, 2006, 2005 and 2004
|
F | -5 | ||
Combined Statements of Cash
Flows For the Three Months ended March 31, 2007
and March 31, 2006, and for the Years Ended
December 31, 2006, 2005 and 2004
|
F | -6 | ||
Combined Schedule of Investments
as of March 31, 2007, December 31, 2006 and
December 31, 2005
|
F | -7 | ||
Notes to Combined Financial
Statements
|
F | -16 | ||
Schedule 12-14 Schedule of
Investment in and Advance to Affiliates
|
F | -31 |
(a)
|
Articles of Amendment and Restatement of the Registrant* | |
(b)
|
Form of Bylaws of the Registrant* | |
(c)
|
Not Applicable | |
(d)
|
Form of Common Stock Certificate* | |
(e)
|
Distribution Reinvestment Plan* | |
(f)(1)
|
Debentures guaranteed by the SBA | |
(g)(1)
|
Form of Amended and Restated Advisory Agreement by and between Main Street Capital Partners, LLC and Main Street Mezzanine Fund, LP | |
(g)(2)
|
Advisory Agreement by and between Main Street Capital Partners, LLC and Main Street Capital II, LP | |
(h)
|
Form of Underwriting Agreement* | |
(i)(1)
|
Equity Incentive Plan* | |
(j)
|
Custodian Agreement* | |
(k)(1)
|
Form of Employment Agreement by and between the Registrant and Vincent D. Foster* | |
(k)(2)
|
Form of Employment Agreement by and between the Registrant and Todd A. Reppert* | |
(k)(3)
|
Form of Employment Agreement by and between the Registrant and Rodger A. Stout* | |
(k)(4)
|
Form of Employment Agreement by and between the Registrant and Curtis A. Hartman* | |
(k)(5)
|
Form of Employment Agreement by and between the Registrant and Dwayne L. Hyzak* | |
(k)(6)
|
Form of Employment Agreement by and between the Registrant and David L. Magdol* | |
(k)(7)
|
Agreement and Plan of Merger by and between Main Street Capital Corporation and Main Street Mezzanine Fund, LP | |
(k)(8)
|
Exchange Agreement by and between Main Street Capital Corporation and Main Street Capital Partners, LLC |
C-1
(k)(9)
|
Exchange Agreement by and between Main Street Capital Corporation and Main Street Mezzanine Management, LLC | |
(k)(10)
|
Registration Rights Agreement by and among the Registrant, the Limited Partners of Main Street Mezzanine Fund, L.P. and Members of Main Street Capital Partners, LLC and Main Street Mezzanine Management, LLC* | |
(l)
|
Opinion and Consent of Counsel* | |
(m)
|
Not Applicable | |
(n)(1)
|
Consent of Grant Thornton LLP | |
(n)(2)
|
Report of Grant Thornton LLP regarding the senior security table contained herein | |
(n)(3)
|
Consent of Proposed Director Arthur L. French** | |
(n)(4)
|
Consent of Proposed Director Joseph E. Cannon | |
(n)(5)
|
Consent of Proposed Director Michael Appling Jr. | |
(o)
|
Not Applicable | |
(p)
|
Not Applicable | |
(q)
|
Not Applicable | |
(r)
|
Code of Ethics* |
* | To be filed by pre-effective amendment. |
** | Previously filed |
Item 26. | Marketing Arrangements |
Item 27. | Other Expenses Of Issuance And Distribution |
SEC registration fee
|
$ | 3,531 | |
Nasdaq Global Market listing fee
|
$ | * | |
NASD filing fee
|
$ | 12,000 | |
Accounting fees and expenses(1)
|
$ | * | |
Legal fees and expenses(1)
|
$ | * | |
Printing and engraving(1)
|
$ | * | |
Miscellaneous fees and expenses(1)
|
$ | * | |
Total
|
$ | * |
(1) | These amounts are estimates. | |
* | To be provided by amendment. |
Item 28. | Persons Controlled By Or Under Common Control |
| Main Street Mezzanine Fund, LP, a Delaware limited partnership | |
| Main Street Mezzanine Management, LLC a Delaware limited liability company | |
| Main Street Capital Partners, LLC a Delaware limited liability company. |
C-2
Item 29. | Number Of Holders Of Securities |
Number of
|
||||
Title of Class
|
Record Holders | |||
Common stock, $0.01 par value
|
0 |
Item 30. | Indemnification |
C-3
Item 31. | Business And Other Connections Of Investment Adviser |
Item 32. | Location Of Accounts And Records |
Item 33. | Management Services |
C-4
Item 34. | Undertakings |
C-5
By: |
/s/
Vincent
D. Foster
|
Signature
|
Title
|
Date
|
||||
/s/
Vincent
D. Foster
|
Chairman and Chief Executive
Officer
(principal executive officer) |
June 22, 2007 | ||||
/s/
Todd
A. Reppert
|
President, Chief Financial Officer
and
Director (principal financial officer) |
June 22, 2007 | ||||
/s/
Rodger
A. Stout
|
Chief Accounting Officer,
Chief Compliance Officer and Secretary (principal accounting officer) |
June 22, 2007 |
Exhibit
|
||
Number | Description | |
(a)
|
Articles of Amendment and Restatement of the Registrant* | |
(b)
|
Form of Bylaws of the Registrant* | |
(c)
|
Not Applicable | |
(d)
|
Form of Common Stock Certificate* | |
(e)
|
Distribution Reinvestment Plan* | |
(f)(1)
|
Debentures guaranteed by the SBA | |
(g)(1)
|
Amended and Restated Advisory Agreement by and between Main Street Capital Partners, LLC and Main Street Mezzanine Fund, LP | |
(g)(2)
|
Advisory Agreement by and between Main Street Capital Partners, LLC and Main Street Capital II, LP | |
(h)
|
Form of Underwriting Agreement* | |
(i)(1)
|
Equity Incentive Plan* | |
(j)
|
Custodian Agreement* | |
(k)(1)
|
Form of Employment Agreement by and between the Registrant and Vincent D. Foster* | |
(k)(2)
|
Form of Employment Agreement by and between the Registrant and Todd A. Reppert* | |
(k)(3)
|
Form of Employment Agreement by and between the Registrant and Rodger A. Stout* | |
(k)(4)
|
Form of Employment Agreement by and between the Registrant and Curtis L. Hartman* | |
(k)(5)
|
Form of Employment Agreement by and between the Registrant and Dwayne L. Hyzak* | |
(k)(6)
|
Form of Employment Agreement by and between the Registrant and David L. Magdol* | |
(k)(7)
|
Form of Agreement and Plan of Merger by and between Main Street Capital Corporation and Main Street Mezzanine Fund; LP | |
(k)(8)
|
Exchange Agreement by and between Main Street Capital Corporation and Main Street Capital Partners, LLC | |
(k)(9)
|
Exchange Agreement by and between Main Street Capital Corporation and Main Street Mezzanine Management, LLC | |
(k)(10)
|
Registration Rights Agreement by and among the Registrant, the Limited Partners of Main Street Mezzanine Fund, L.P. and Members of Main Street Capital Partners, LLC and Main Street Mezzanine Management, LLC* | |
(l)
|
Opinion and Consent of Counsel* | |
(m)
|
Not Applicable | |
(n)(1)
|
Consent of Grant Thornton LLP | |
(n)(2)
|
Report of Grant Thornton LLP regarding the senior security table contained herein | |
(n)(3)
|
Consent of Proposed Director Arthur L. French** | |
(n)(4)
|
Consent of Proposed Director Joseph E. Cannon | |
(n)(5)
|
Consent of Proposed Director Michael Appling Jr. | |
(o)
|
Not Applicable | |
(p)
|
Not Applicable | |
(q)
|
Not Applicable | |
(r)
|
Code of Ethics* |
* | To be filed by pre-effective amendment. |
** | Previously filed. |
I.D. Control ft 03000360 License # 06/06-0326 DEBENTURE ******* |
$ 1,000,000.00(the Original Principal Amount) SEPTEMBER (the Maturity Date) Main Street Mezzanine Fund, L.P.___(the Company ) |
1300 Post Oak Blvd., Suite 800 Houston, TX. 77056___ (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: 1,79200% |
Annual Charge applicable to the Scheduled Interim Period: 0_._887% per annum Dace of Issuance: 04-30-03 Scheduled Pooling Date: September 24, 3003___ 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) |
co but excluding: (3) (b) (0 |
|
The Company, for value received, promises to pay to The Chase Manhattan Bank, 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: (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 race 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). 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) tho 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 The Chase Manhattan Bank, 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 4.875% per annum (the Stated Interest Rate), and to pay a 0.887% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates Applicable Percentage let or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Bate) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
occurs on a Payment Dace that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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. |
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 cime 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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. |
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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP (Name of Licensee) |
By: Main Street Mezzanine Management, LLC (Name of Limited Liability Company General Partner) |
By: T. A. Reppen |
Todd A. Reppen (Typed Name) GENERAL PARTNER |
I.D. Control # 03000361 License ft 06/06-0326 |
DEBENTURE **************** |
$ 1,000,000.00(the Original Principal Amount) SEPTEMBER 1, 2013 (the Maturity Date) Main Street Mezzanine Fund, L.P.___(the Company } 1300 Post Oak Blvd., Suite 800 Houston, TX. 77056___ (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: 1.79200% |
Annual Charge applicable to the Scheduled Interim Period: 0.887% per annum Date of Issuance: 04-30-03 Scheduled Pooling Date: September 24, 2003___ 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) * (a) % - |
New Annual Charge per annum fa; 4 (b) 4 (0 % |
New Pooling Date(s): (a) (b) (0 |
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 The Chase Manhattan Bank, 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: (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) . 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 Dace (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(a) expire and (ii) the Custodian receives this Debenture for pooling. |
The Company, for value received, promises to pay co the order of The Chase Manhattan Bank, acting as Trustee (Che 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 4.875% per annum (the Stated Interest Rate), and to pay a 0.687% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Conaecutive Payment Dates Applicable Percantage 1st ox 2nd 5% 3rd or 4th 4* 5th or 6 th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Data) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
occurs on a Payment Date that is on or after the llth consecutive Payment Dace of this Debenture, if this Debenture has a 20 consecutive Payment Dace term. |
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. |
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 107.1930 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on. such balance 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. |
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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP (Name of Licensee) |
By: Main Street Mezzanine Management, LLC (Name of Limited Liability Company General Partner) |
By: T. A. Reppen |
Todd A. Reppen (Typed Name) GENERAL PARTNER |
I.D. Control ft 03000362 License # 06/06-0326 |
DEBENTURE *********** $ 1,000,000.00(the Original Principal Amount) SEPTEMBER 1,2013(the Maturity Date) Main Street Mezzanine Fund, L.P.___(the Company) 1300 Post Oak Blvd., Suite 800 Houston, TX. 77056___ (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::1,79200% |
Annual Charge applicable to the Scheduled Interim Period: 0.887% per annum Date of Issuance: 04-30-03 Scheduled Pooling Date: September 24, 2003___ Scheduled Interim Period: from and including the Date of issuance to but excluding the Scheduled Pooling Date |
The following italicized terms will apply of the Interim Period is extended by SBA: |
New interest rate(s) per annum (a) * (b) % (c) * - |
New Annual Charge per annum (3) % (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 The Chase Manhattan Bank, 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: (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 race 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). 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 The Chase Manhattan Bank, 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 lst 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 4.875 % per annum (the Stated Interest Rate) and to pay a 0.887% per annum fee to S3A 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 rime) 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment: Dates Applicable Percentage 1st or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th Or 8th 2% 9th or (10th -If not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. no Prepayment Premium is required when the prepayment |
occurs on a Payment Date than is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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 leas 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. |
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 sec forth. If this Debenture is accelerated, then the Company promises to pay an amount equal to the outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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. |
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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP (Name of Licensee) |
By. Main Street Mezzanine Management, LLC (Name of Limited Liability Company General Partner) |
By: T. A. Reppert___ |
Tudd A. Reppert (Typed Name) GENERAL PARTNER |
I.D. Control # 03000363 License # OS/06-0326 |
DEBENTURE ***************** |
$ 1,000,000.00 (the Original Principal Amount) SEPTEMBER (the Maturity Date) Main Street Mezzanine Fund, L.P.___(the Company) 1300 Post Oak. Blvd., Suite 800 Houston, TX- 77056___ (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: 1,79200% |
Annual Charge applicable to the Scheduled Interim Period: 0.887% per annum Date of Issuance: 04-30-03 Scheduled Pooling Date: September 24, 2003___ 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 SSA: |
New interest rate(s) per annum fa) * (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; (3) (b) (c) |
|
The Company, for value received, promises to pay to The Chase Manhattan Bank, 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: (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) . 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 Hew 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 no the order of The Chase Manhattan Bank, 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 4.875 % per annum (the Stated Interest Rate), and to pay a 0.887% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum has been made or duly provided for. The Company shall deposit all payments with respect to this Debenture not later than 12:00 noon (Mew 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Conaeautive Payment Dates Applicable Percentage 13C or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
occurs on a Payment Date that is on or after the nth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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. |
II. GENERAL TEEMS |
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 19S8, as amended (the Act) (is U.S.C. Section 633) . 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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. |
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) |
IN WITNESS WHEREOF, this Debenture has been, signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
by : Main Street Mezzanine Management, LLC (Name of Limited Liability Company General Partner) By: t.a.Reppett |
Todd A. Reppett {Typed Name) GENERAL PARTNER |
I.D. Control # 03001443 License # 06/06-0326 DEBENTURE ***************** $___1,000,000.00(the Original principal Amount) ___(the Maturity Data) I Main Street Mezsanine Fund, L.P.___(the Company) |
1300 Post Oak Blvd., Suite 800 Houston. TX, 77056 (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: 1.45100 Annual Charge applicable to the Scheduled interim Period. 0.887% per annum Date of Issuance, 12/30/03 Scheduled Fooling Date: March 24, 2004___ scheduled interim Period: from and including the Date of issuance to but excluding the scheduled Pooling Date |
The following italicized terms will apply if tie Interim Period la extended by SBA: |
Mew interest rate(s) per annum New (a) * (b) * (c) * Annual charge per annum New Pooling Date(s): |
(a) « (b) @ (c) % |
|
(a) (b) (c) |
|
New Interim Period(s) : from and including: to but (a) (b) (c) excluding: |
(a) (b) (c) |
|
The Company, for value received, promiees to pay to The Chase Manhattan Bank, 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: (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) . 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 (a) and for the applicable |
period(s) indicated above, to be paid in arrears by 1.00 p.m. (Vow York City time) on the Business Day prior to the Scheduled tooling 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 Che Annual Charge Cor 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 Mew 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 The Chase Manhattan. Bank, 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 semi annually 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 0.887% per annum fee 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 principal sum from the last day of the interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium) . The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Payment Dates Applicable Percentage consecutive Ist or 2nd 6% 3rd or 4th 4% 5th or 6th 1% 7th or 8th 2% 7th or (I0thIf not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
occurs on a Payment Date that is on or after the llth consecutive payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
The amount of the Prepayment Price cause be sent to SBA or such agent as SBA nay direct, by wire payment in immediately available funds, not less than three Business Days prior to the regular Payment Data. Until Che 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. 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 Che 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 premiums to pay an amount equal to the outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance to but excluding the next Payment Hate following auch 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 it* 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. |
Bxecution 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 bo liability, as such, Cor 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, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuauce seated above. |
Main Street Mezzaaine Fund, LP (Name of Licencee) |
By: Main Street Mezzanine Management (Name of Limited Liability company General partner) |
By: T. A. Reppm |
TeddA.Reppm |
(Typed Name)GENERAL PARTNER |
I.D. Control # 03001443 License # 06/06-0326 DEBENTURE **************** |
$ 50,000.00(the Original Principal Amount) |
___(the -Maturity Date) |
Main Street Mezzanine Fund, L.P.___the Company) |
1300 Post Oak Blvd., Suite ago Houston. TX. 77056___ (Street) (City) (State) (zip) |
PART I PERIOD SPECIFIC TERMS |
A. Applicable for the Scheduled Interim Period (and New Interim Period, as applicable) |
Interest rate par annum for the Scheduled Interim period) 1.60900%Annual Charge Applicable to the Scheduled Interim Period: 0.887% par annum Date of Issuance. 1-28-04 Scheduled Pooling Dates March 24, 2004 Scheduled Interim period; from and including the Date of Issuance to but excluding the Scheduled Tooling Date |
The following Italieized terms will apply if the Interim Period la extended by SBA : |
New interest rate(s) per annum New Annual Charge per (a) annum New Pooling Date(s): New Incerim Period (a) (s): from and including: to but excluding: (a) % (b) % (c) % |
* (b) * (c) % (c) |
(a) (B) (c) |
|
(a) (b) (c) |
|
The Company, Cor value received, promises to pay to The Chase Manhattan Bank, 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: (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, way direct and each at the related rate per annum identified for the Scheduled Interim Period (and each New Interim Period, if any). 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 tor 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 Interin Period and any New interim period(s) expire and (ii) the Custodies receives this Debenture for pooling-. |
The Company, for value received, promisee to pay to the order of The Chase Manhattan. Bank, acting as Trustee (Che 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 SB* and sbic Funding corporation, and as the Holder hereof, interest semiannually on March 1st and September lst (the Payment Dates) of each year, at such location as SBA, as guarantor of this Debenture, may direct at the rate of ___% Per amum (the Stated Interest Rate), and to pay a 0.887% per annum fee to SBR 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment: Date selected for prepayment plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates ntages 1st Mr 2nd 5% 3rd or 4th 4% Sri 6th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Date) 1% |
NO Prepayment Premium is retired to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
occurs on a Payment Data that is on or after the 11th consecutive Payment Date of this Debenture, if this Debenture has a 70 consecutive Payment Date term. |
The amount of the Prepayment Price must be sent to sba at 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. |
II- GENERAL TERMS |
For value received, the Company promisee to pay to the order of the Trustee the original Principal Amount on the Maturity Data at such location aa 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 Bussiness 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 incorporetea in this Debenture as if fully sec forth. It this Debenture is accelerated, then the Company promises to pay an amount equal to the outstanding principal balance of this Debenture, plus interest accrued and unpaid on ouch balance 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 terns and conditions of this Debenture must be construed in accordance with, and its validity and enforcement governed by, federal law. |
The warranties, representations, ox certification made to SBA on any SBA Form 1032 or any application letter of the Conpany 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 retired 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 nay change this address only upon written approval of sba. |
Execution of this Debenture by Che Companys general partner, in the gate 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP (Name of Licensee) By: Main Street Mezzanine Management LLC (Name of Limited Liability Company General Partner) |
By: T.A. Reppert |
Tedd A. Reppert (Typed Name) GENERAL PARTNER |
I.D. Control # 04000515 License # 06/06-0326 DEBENTURE s 2,500,000.00 (the Original Principal Amount) 9-1-2014 (the Maturity Date) Main Street Mezzanine Fund, L.P. (the Company) 1300 Post Oak Blvd., Suite BOO Houston, TX. 77056 (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: 1.934 % Annual Charge applicable to the Scheduled Interim Period. 0.855_% per annum Date of Issuance: 06-04-04 Scheduled Pooling Date: September 22, 2004 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 ia extended by SBA: Net* interest rate (9) per annum (a) % New Annual Charge per annum (a) 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 The Chase Manhattan Bank, 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, 199B among SBA, the Funding Corporation, the Federal Home Loan Bank of Chicago, as Interim Funding Provider (the Interim Funding Provider), and the Custodian: (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). 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 SBA FORM 444C (Revised 10.00) 1 Of 4 |
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 The Chase Manhattan Bank, 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 4.684 % Per annum (the Stated Interest Rate), and to pay a 0.855 % per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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, outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: Conaaaublve Payment Datou Applicable Porcantajo lt or 2nd 5% 3rd or 4th 4* 5th or 6ith 3% 7th or 8th 2% 9th or (10thIf not also Maturity Date) 1% No Prepayment Premium is required to repay this Debenture on it3 Maturity Date. No Prepayment Premium is required when the prepayment SBA FORM IMC (Revised 10.00] 2 of 4 |
occurs on a Payment Date that: is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. 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 ia 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 SEA or its agent may specify. II. GENERAL TE5M3 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 Ace) (15 U.S.C. Section 683) . This Debenture is subject to all of the regulations promulgated under the Ace, as amended from time to time, provided, however, that 13 C.F.R. Sections 107.1810 and 107.1330 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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 muse 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 (Revised 10.00) 3 of 4 |
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. Cor the payment of any part of che debt evidenced by this Debenture. COMPANY ORGANIZED AS LIMITED PARTNERSHIP (LIMITED LIABILITY COMPANY GENERAL PARTNER) IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. Main Street Mezzanine Fund, LP (Name of Licensee) By. Main Street Mezzanine Management, LLC (Name of Limited Liability Company General Partner) By: Todd Reppert Todd Reppert Member (Typed Name) GENERAL PARTNER |
I.D, Control # 04000616 License # 06/06-0326 DEBENTURE ***************** s 2,500,000.00 (the Original Principal Amount) 9-1-2014 (the Maturity Date) Main Street Mezzanine Fund, L.P. (the Company) 1300 Post Oak Blvd., Suite 800 Houston, TX. 77Q56 (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: \*i 3 </% Annual Charge applicable to the Scheduled Interim period: 0.655% per annum Date of Issuance: 06-04-04 Scheduled Pooling Date; September 22,2004 Scheduled Interim Period: from and including the Date of Issuance to but excluding the Scheduled Pooling Date Tho following italicized terms will apply If tha Interim Period is extended by SBA .- Wew interest race(9) per annum (a)___New Annual Charge per annum (a)___Wew Pooling Date(s); (a)___Wew Interim Period(s): from and including: (a)___(b)___ (c)___to but excluding: (a)___(b)___(c)___The Company, for value received, promises to pay to The Chase Manhattan Bank, 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, 1999 among SBA, the Funding Corporation, che Federal Home Loan Bank of Chicago, as Interim Funding Provider (the Interim Funding Provider), and the Custodian: (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). 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(3) and for the applicable SBA FORM 444C (Revised 10/00) 1 of 4 |
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 anc the Annual Charge for the Scheduled Interim Period {and each New Inter! Period, if any) will each be computed on the basis of the actual numbei of days in the applicable Interest Period divided by 360. The Company may not prepay this Debenture, in whole or in part, during the Schedule Interim Period or any New Interim Period. B. This Section 8. is effective only aftor (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, promisee to pay to the order of The Chase Manhattan Bank, 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 Datea) of each, year, at such location as SBA, as guarantor of this Debenture, may direct at the rate of ^p 6s> ff *r % per annum {the Stated Interest Rate), and to pay a 0.855% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum has been made or dul provided for. The Company shall deposit all payments with respect to this Debenture not later than 12:00 noon (New York City tirre) 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 pare, 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: Consecutive payment Dates Applicable Parcantage 1st or 2nd S% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Data) 1% No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment SBA FORM 444C (Revised 10/00) 2 of 4 |
occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. 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-aasigned license number, the loan number appearing on the face of this Debenture, and such other information as SBA or its agent may specify. II. GENERAL TE RMS 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 S3A, 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 663) , 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 outstanding principal balance of this Debenture, plug interest accrued and unpaid on such balance 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 10/00) 3 Of 4 |
Execution of chis 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) IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. Main Street Mezzanine Fund, LP (Name of Licensee) By. Main Street Mezzanine Management/ LLC (Name of Limited Liability Company General Partner) ] A I By: /s/ Todd Reppert Todd Reppert Member (Typed Name) GENERAL PARTNER |
I.D. Control # 04000617 License # 06/06-0326 DEBENTURE ***************** $ 2,5000,000.00 (the Original Principal Amount) (the Maturity Date) Main Street Mezzanine Fund, LuP. (the Company) 1300 Post Oak Blvd., Suite BOO Houston, TX. 77056 (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: f_v_57 3^% Annual Charge applicable to the Scheduled Interim Period: 0.867% per annum Date of Issuance: & h 0*-/ O **/ scheduled Pooling Date. September22, 2004 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 race(s) per annum (a)___* (b)___* (c) _fr New Annual Charge per annim (a)___% CW___* (°)___* New Pooling Date(5,1.- (a) ___(b)______(c)___Wew Interim Period(s) ; from and including: (a;___(b)___(c)___to but excluding: (a)___(b)___(c)___The Company, for value received, promises to pay to The Chase Manhattan Bank, 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: (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 SSA, 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). 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 S8A FORM 1+4C (Replied 10/00) 1 Of 4 |
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 (1) the Scheduled Interim Period and any Mew 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 The Chase Manhattan Bank, acting as Trustee (the Trustee) under that certain Amended and Restated Trust Agreement dated as of February 1, 1937, as the same may be amended from time to time, by and among the Trustee, che 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 4-i hfftf % per annum (the Stated Interest Rate), and to pay a 0.887% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table; Coneecutiva Payment Dateo Applicable Percentage 1st or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Data) 1% No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment SBA FORM 444C (Revised 10/00) 2 of 4 |
occurs on a Payment Dace that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. 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 ie notified otherwise in writing by S3A, 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. 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 107.18SO 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 outstanding principal balance of thie Debenture, plus interest accrued and unpaid on such balance 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 whig 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 10/00) 3 Of 4 |
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) IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. Main street Mezzanine Fund, LP (Name of Licensee) By. Main Street Mezzanine Management, LLC {Name of Limited Liability Company General Partner) By: Todd Reppert Todd Reppert/ Member (Typed Name) GENERAL PARTNER |
I.D. Control # 04000618 License # 06/06-0326 DEBENTURE *************+*** $ 1,000,000.00(the Original Principal Amount) 9-1-2014(the Maturity Date) Main Street Mezzanine Fund, L. P. (the Company) 1300 Post Oak Blvd., Suite 800 Houston, TX. 77056 (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: 1,934% Annual Charge applicable to the Scheduled Interim Period: 0.855% per annum Date of Issuance: 06-04-04 Scheduled Pooling Date: September 22, 2004 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 race(s) per annum (a)___% (b)___% (c}___% Wew 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 tout excluding: (a)___ (b)___(c)___The Company, for value received, promises to pay to The Chase Manhattan Bank, 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: (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). 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(3) and for the applicable SBA FORM 444C (Revised 10/00) 1 of 4 |
period(s) indicated above, Co 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 The Chase Manhattan Bank, 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 4.684 % per annum (the Stated Interest Rate), and to pay a 0.855 % per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates Applicable Percentage lst or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10th If not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
2 of 4 |
occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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. |
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 633). 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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 get 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the COmpanys general Partner as of the date of issuance stated above |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
By: Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd Reppert, Member |
(Typed Name) |
GENERAL PARTNER |
4 Of 4 |
I.D. Control # 04000341 |
License # 06/06-0326 |
DEBENTURE |
$ 1,250,000 (the Original Principal Amount) (the Maturity Date) |
Main Street Mezzanine Fund, L.P.(the Company) |
1300 Post Oak Blvd., Suite 800 Houston, TX. 77056 |
(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: 0.887% per annum |
Date of Issuance: |
Scheduled Pooling Date: September 22, 2004 |
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 (9) per annum (a) (b) * (c) * New Annual Charge per annum (a) 4 (b) * (c) * New Pooling Date(s): (a) (b) (0) New Interim Peilod(s) : from and including: (a) (b) (c) to but excluding; (a) (b) (c) |
The Company, for value received, promises to pay to The Chase Manhattan Bank, 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: (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). 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 |
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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 The Chase Manhattan Bank, 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 Daces) of each year, at such location as SBA, as guarantor of this Debenture, may direct at the rate of 4,684 % per annum (the Stated Interest Rate), and to pay a 0.887% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table; |
Consecutive Payment Date Applicable Percentage lst or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date, No Prepayment Premium is required when the prepayment |
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occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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. |
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 663). This Debenture in 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 dace of this Debenture are incorporated in this Debenture as if fully set forth. if this Debenture is accelerated, then the Company promisee to pay an amount equal to the outstanding principal balance of this Debenture, plug interest accrued and unpaid on such balance to but excluding the next Payment Dace 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 SEA 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 gent 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 pare of the debt evidenced by this Debenture. |
COMPANY ORGANIZED AS LIMITED PARTNERSHIP (LIMITED LIABILITY COMPANY GENERAL PARTNER) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
BY: Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd A. Reppert |
(Typed Name) GENERAL PARTNER |
4 Of 4 |
I.D. Control # 04000342 |
License # 06/06-0326 |
DEBENTURE |
$ 1,250.000.00 (the Original Principal Amount) |
9-1-2014 (the Maturity Date) |
Main Street Mezzanine Fund, L.P.(the Company ) |
1300 Post Oak Blvd., Suite 800 Houston. TX. 77056 |
(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: 1.768 % |
Annual Charge applicable to the Scheduled Interim Period: 0.887% per annum |
Date of issuance: 4 23 04 |
Scheduled Pooling Date: September 22, 2004. |
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 Dace(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 The Chase Manhattan Bank, 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; (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). 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 |
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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 Poriod(s) expire and (ii) the Custodian receives this Debenture for pooling. |
The Company, for value received, promises to pay to the order of The Chase Manhattan Bank, 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 4,684 % Per annum (the Stated Interest Rate), and to pay a 0..887% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium"}. The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Date Applicable Percentage lst or 2nd 5% 3rd or 4th 4% 5th or 6 th 3% 7th or 8 th 2% 8th or (10thIf not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
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occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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-aasigned license number, the loan number appearing on the face of this Debenture, and such other information as SBA or its agent may specify. |
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 107.1650 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the dace of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
BY: Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd A. Reppert |
(Typed Name) GENERAL PARTNER |
4 Of 4 |
I.D. Control # 04000343 |
License # 06/06-0326 |
DEBENTURE |
$ 1,250,000.00 (the Original Principal Amount) |
9 1- 2014 (the Maturity Date) |
Main Street Mezzanine Fund, L.P. (the Company) |
1300 Post Oak Blvd., Suite 800 Houston, TX. 77056 |
(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: 1,768 % |
Annual Charge applicable to the Scheduled Interim Period: 0.887% per annum |
Date of Issuance: 4-23-04 |
Scheduled Pooling Date: September 22, 2004 |
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(3) : (a) (b) (c) |
New Interim Period(s) : front and Including: (a) (b) (c) |
cd but excluding: (a) (b) (c) |
The Company, for value received, promises to pay to The Chase Manhattan Bank, 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: (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). 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 |
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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 The Chase Manhattan Bank, acting as Trustee (the Trustee) under that certain Amended and Reseated 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 4.484 % per annum (the Stated Interest Rate), and to pay a 0.887% per annum fee 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 principal sum from the last day of the Interim period until payment of such principal sum 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 outstanding principal balance of this Debenture, plug interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates Applicable Percentage 1st or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10thIf not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date, No Prepayment Premium is required when the prepayment |
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occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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-asaigned license number, the loan number appearing on the face of this Debenture, and such other information as SBA or its agent may specify. |
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 outstanding principal balance of this Debenture plus interest accrued and unpaid on such balance 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
BY: Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd A. Reppert |
(Typed Name) |
GENERAL PARTNER |
I.D. Control # 04000344 License # 06/06-0326 |
DEBENTURE |
$ 1,250,000.00 (the Original Principal Amount) |
9-1-2014 (the Maturity Date) |
Main Street Mezzanine Fund, L.P. (the Company ) |
1300 Post, Oak Blvd., Suite 600 Houston, TX. 77056 |
(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: 1.768 % |
Annual Charge applicable to the Scheduled Interim Period; 0.887 % per |
annum |
Date of Issuance: 4-23-04 |
Scheduled Pooling Date: September 22, 2004 |
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 The Chase Manhattan Bank, 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: (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). 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 |
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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. A3 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 The Chase Manhattan Bank, 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 4.684 % per annum (the |
Stated Interest Rate), and to pay a 0.887% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal gum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates Applicable Percentage lst or 2nd 5% 3rd or 4th 4% 5th or 6 th 3% 7th or 8th 2% 9th or (10th- -If not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
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occurs on a Payment Dace that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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. |
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 203 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
By: Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd A. Reppert |
(Typed Name) GENERAL PARTNER |
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I.D. Control # 04000345 License # 06/06-0326 |
DEBENTURE |
$ 1,500,000.00 (the Original Principal Amount) |
9-1-2014 (the Maturity Date) |
Main Street Mezzanine Fund, L.P. (the Company) |
1300 Post Oak Blvd., Suite 800 Houston, TX. 77056 |
(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: 1.787 % |
Annual Charge applicable to the Scheduled Interim Period: 0.887% per annum |
Date of Issuance: 5-6-04 |
Scheduled Pooling Date.- September 22, 2004 |
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: |
Hew interest rate (a) 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 The Chase Manhattan Bank, 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; (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), This Debenture will bear interest for, and the Annual Charge will apply to, the Scheduled Interim Period (and each Mew Interim Period, if any) at the rate(s) and for the applicable |
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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 bate, 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 affective 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 The Chase Manhattan Bank, 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 4.684 % per annum (the Stated Interest Rate) , and to pay a 0.887% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Date Applicable Percentage lst or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9 eh or (10thIf not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
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occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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-agsigned license number, the loan number appearing on the face of this Debenture, and such other information as SBA or its agent may specify. |
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 1950, as amended (the Ace) (IS 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
BY: Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd A. Reppert |
(Typed Name) |
GENERAL PARTNER |
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period(8) 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, it 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.j and (iii) 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 (a) aspire and (ii) . the Custodian receives this Debenture for pooling. |
The Company, for value received, promises to pay to the order of The Chase Manhattan Bank, acting as Trustee (the Trustee) under that certain Amended arid \Roatated 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 SB1C 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 5.038% per annum (the |
Stated Interest Rate), and to pay a .855% per annum fee to SBA on |
each Payment Date, each calculated on the basis of & year of 365 days, for the actual number of days elapsed (including the first day but excluding the last day), on the principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Propayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Condutive Payment Date Applicable Percentage |
lst or 2nd 3rd or 4th 3% 7th or 8th 9th or 10th If not also Iteturity Date) 1 |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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 Chan three Business Days prior to the regular Payment Dace. 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 Subaocount and muat include an identification of the Company by name and SBA-aaaigned license number, the loan number appearing en the face of this Debenture, and such other information as SBA or its agent may specify. |
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 Dabenture is iasued 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 Ace, as Amended from time to time, provided, however,,that 13 C.F.R, Sections 107,1910 and 107.1830 through 107,1850 as in effect on the date of this Debenture are incorporated in this. Debenture-as if fully act forth. If this Debenture, is accelerated;, then the Company promises to pay an amount equal to the outstanding; principal-balance of this Debenture, plus interest accrued and unpaid on such balance to but excluding the next Payment Date following such acceleration. |
This Debenture is deemed isoued 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, representative, 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 6r unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect and this Debentura 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, |
Execution of this Debenture by the Companys general partner, in the case that the Canpany 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys ganeral partner as of the date of issuance stated above. |
Main Street Meazinka Fund, LP |
[Name of Licensee) |
By . Main Street Mezzanine Management, LLC |
(Name ot Limited Liability Company Ganeral Partner) |
By: |
Todd A, Report |
[Typed Name GENERAL PARTNER |
I.D. Control # 05000326 License # 06/06-0326 |
DEBENTURE |
***************** |
5 1,000.000.00 (the Original Principal Amount) |
09-01-2015(the Maturity Date) |
Main Street Mezzanine Fund, L.P. (the Company) |
1300 Post Oak Blvd., Suite 8OO Houston, TX. 77056 |
(Street) (City) (State) (Zip) |
PART I PERIOD SPECIFIC TERMS |
A. Applicable for the Scheduled Interim Period (and Hew Interim Periods, as applicable) |
Interest rate per annum for the Scheduled Interim Period: 3.83700% |
Annual Charge applicable to the Scheduled Interim Period: .855% per annum |
Date of Issuance; 5-4-05 |
Scheduled Pooling Dates September 28, 2005 |
Scheduled Interim Period-, from and including the Date of Issuance |
to but excluding the Scheduled Pooling Date |
The following Italicized term 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 D ate (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 The chase Manhattan Bank, 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: (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 Hew Interim Period, if any). 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 effactive only after (i) the Scheduled |
interim Period and any New Interim Period(s) expire and (11) the custodian receives this Debenture for pooling. |
The Company, for value received, promises to pay to the order of The Chase Manhattan Bank, 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 4.941% per annum (the |
Stated Interest Rate), and to pay a .855% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Cousecutive Payment Dates Applloble Percentage let or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2* 9th or {10thIf not also 1% Maturity Date) |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No Prepayment Premium is required when the prepayment |
occurs on a Payment Date that is on or after the 11th consecutive Payment Data of this Debenture, if this Debenture has a 20 consecutive payment Date term. |
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-aaaigned license number, the loan number appearing on the face of this Debenture, and such other information as SBA or its agent may specify. |
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 663). 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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 arc retired 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 or this Debenture, the Company may change this address only upon written approval of SBA. |
Execution of this Debenture by the Companys general partner, in the case that the Company ib 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
by: . Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd A. Reppert |
{Typed Name) GENERAL PARTNER |
DEBENTURE *********** **** |
$/,000.000,00)(the Original Principal Amount) O9 -01-2015(the Maturity Date) Main street Mezzanine Fund, L.P. .. (the Company) 1300 Post Oak Blvd., Suite 800 Houston, TX. 77056 (Street) (City) (state) (Zip) |
PART I - PERIOD SPECIFIC TERMS |
A. Applicable for the Scheduled Interim Period (and Haw Interim Periods, as applicable) |
Interest rate per annum for the Scheduled Interim Period: 3.83700% |
Annual Charge applicable to the scheduled Interim Period: .655% per annum |
Date of issuance: 5-4-05 |
Scheduled. Pooling Date: September 28,
2005
Scheduled Interim Period: from and including the Date of Issuance |
to but excluding the Scheduled Pooling Date |
the following italicized terms trill apply if the Interim Period is extended by SBA |
New interest rate (s) per annum (a) |
New Annual Charge per annum (a) % (b) * ( c) % |
* (b) % (a) * |
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 The Chase Manhattan Bank, 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: (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 Mew Interim Period, if any). This Debenture will bear interest for, and the Annual Charge will apply to, the Scheduled Interim Period (and each Hew 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 Mew Interim Period, if any) will each be computed on the basis of the actual number of days in the applicable Interest Period divided by 36O, 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 affective only after (i) the Scheduled |
Interim Period and any New Interim Period(e) expire and (ii) the Custodian receives this Debenture for pooling. |
The Company, for value received, promises to pay to the order of The Chase Manhattan Bank, 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 lst 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 4.941% per annum (the Stated Interest Rate), and to pay a .855% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates Applicable Percentage 1st or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10thIf 1% not alao Maturity Data) |
No Prepayment Premium is required to repay this Debenture on its Maturity Date, No Prepayment Premium is required when the prepayment |
occurs on a Payment Date that is on or after the 11th consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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, |
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, chat 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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 sat 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. |
AH 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. |
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) |
IN witness whereof, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
by: Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By: |
Todd A. Reppert |
(Typed Name) GENERAL PARTNER |
I.D. Control # 05000328 License # 06/06-0326 |
DEBENTURE ****************** |
$1,000,000,00 (the Original Principal Amount) |
09-01-2015 (the Maturity Date) |
Main Street Mezzanine Fund, L.P. (the Company) |
1300 Post Oak Blvd., Suite 600 Houston, TX. 77056 (Street) (City) (State) (2ip) |
PART I PERIOD SPECIFIC TERMS |
A. Applicable far the Scheduled Interim Period (and New Interim Periods, as applicable) |
Interest rate par annum for the Scheduled Interim Period: ___3,83700 |
Annual charge applicable to the Scheduled Interim Period: .855% per |
annum ~ |
Date of Issuances 5-4-05 |
Scheduled Pooling Datei September 26, 2005 |
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 fooling 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 The chase Manhattan Bank, 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, (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). 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 this 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 Pariod 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 The Chase Manhattan Bank,
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 4.941% per annum (the |
Stated interest Rate), and to pay a .855% per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates Applicable Percentage |
1st or 2nd 5 % 3rd or 4th 4% 5th or 6th 3% 7th or 8th 2% 9th or (10th*-If not also Maturity Date) 1% |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No
Prepayment Premium is required when the prepayment
|
occurs on a Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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. |
II. GENERAL TERMS |
For value received, the Company promisee 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, aa 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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. |
Execution of this Debenture by the Companys general partner, in the cage 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) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
By . Main Street Mezzanine Management, LLC |
(Name of Limited Liability Company General Partner) |
By, |
Todd A. Reppert |
(Typed Name) GENERAL PARTNER |
I.D- Control # 050Q0329 License # 06/06-0326 |
DEBENTURE |
****************** |
$ 1,000,000,00 (the Original Principal Amount) |
O9 -01-2015(the Maturity Date) |
Main Street Mezzanine Fund, L.P. (the Company) |
1300 Post Oak Blvd., Suite aoo Houston, TX. 77056 |
(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: 3.83700 |
Annual Charge applicable to the Scheduled Interim Period* .855% per |
annum |
Date of Issuance:5-4-05 |
Scheduled Pooling Dates September 28, 2005 |
Scheduled Interim Period: from and including the Data 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 ruts (a) per annum (a) % (b) * (c) % New Annual Charge per annum (a) * (by % (c) 5 New Pooling Date(s): fa; (b) (c) |
New Interim Period (s): from and including: (a) (b) (0 to but excluding: (a) (b) (c) |
The Company, for value received, promises to pay to The Chase Manhattan Bank, 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: (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, aa 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), 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 (b) indicated above, to be paid in arrears by 1:00 p.m. (Mew 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 thani (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 Hew 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 The Chase Manhattan Bank,
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
SEA and SBIC Funding Corporation, and as the Holder hereof, interest semiannually on March 1st and
September lat (the Payment Dates) of each year, at such location as SBA, as guarantor of this
Debenture, may direct at the rate of 4.941% per annum (the |
Stated Interest Rate), and to pay a .8555 per annum fee 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 principal sum from the last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage"] multiplied by the Original Principal Amount of this Debenture in accordance with the following table: |
Consecutive Payment Dates Applicable Percentage 1st or 2nd 5% 3rd or 4th 4% 5th or 6th 3% 7 eh 0* 8th 2* 9th or (10th-.if not 1* also Maturity Data) |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. Ho Prepayment Premium is required when the prepayment |
occurs on a Payment Date that is on or after the 11th consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Date term. |
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-aasignad license number, the loan number appearing on the face of this Debenture, and such other information as SBA or its agent may specify, |
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 fey 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 ia 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 107.1330 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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 thia 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, |
Execution of this Dabanture 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 GENERA! PARTNER) |
IN WITNESS WHEREOF, this Debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP |
(Name of Licensee) |
By: Mam Street Mezzanine Management, LLC
By- |
(Name of Limited Liability company General Partner) |
By: |
Todd A-Reppert |
(Typed name} GENERAL PARTNER |
I,D. Control # 05000330 License # 06/06-0326 |
DEBENTURE **************** |
$1,000,000,00 (the Original Principal Amount) 09-01-2015(the Maturity Date) Main Street Mezzanine Fund, L.P. ..................................... (the Company) 1300 Post Oak Blvd.., Suite 800 Houston, TX 77056 |
(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: 3,83700 |
Annual Charge applicable to the Scheduled Interim Period: .855% per annum |
Date of issuance: 5-4-05 |
Scheduled Pooling Dates September 28, 2005 |
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) New Annual Charge per annum (a) * (bv) % (c) * * (b) % (c) * New Pooling Date(s); (a) (b) (c) |
New Interim Period (s) from and including: (a) (b) (c) to but excluding: (a) (b) (0 |
The Company, for value received, promises to pay to The Chase Manhattan Bank, 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 Custodians (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). 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 affective only aftar (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 The Chase Manhattan Bank, 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 4.94% per annum (the |
Stated Interest Rate), and to pay a .855% per annum fee 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 principal sum from tha last day of the Interim Period until payment of such principal sum 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 outstanding principal balance of this Debenture, plus interest accrued and unpaid thereon to the Payment Date selected for prepayment, plus a prepayment premium (the Prepayment Premium). The Prepayment Premium amount is calculated as a declining percentage (the Applicable Percentage) multiplied by the Original Principal Amount of this Debenture in accordance with the following tables |
Coneedutive Payment Dates Applicable Percentage 1st or 2nd 5* 3rd or 4th 4% 5th or 6th 3t 7th or 8th 2% 9th or (10thIf 1* not also Maturity Dace) |
No Prepayment Premium is required to repay this Debenture on its Maturity Date. No
Prepayment Premium is required when the prepayment
|
occurs on a, Payment Date that is on or after the llth consecutive Payment Date of this Debenture, if this Debenture has a 20 consecutive Payment Data term, |
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 leas 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. |
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 Snail 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. Sect |
ions 107.1810 and 107.1B30 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 promiaes to pay an amount equal to the outstanding principal balance of this Debenture, plus interest accrued and unpaid on such balance 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 SPA 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 juriadiction, 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. |
Execution of this Debenture by the Companys general partner, in the case that the Company ib 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) |
IN WITNESS WHEREOF, this Debantura has been signed by the genertal partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, L? |
(Name of Licensee) |
Main Street Mezzanine Management, LLC (Name of Limited Liability Company Ganeral Partner |
By: |
Todd A. Rspjwn |
(Typed Name) GENERAL PARTNER |
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 5/376% per annum (the Stated Interest Rate), and to pay a . 855% 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. |
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 SEA, 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 get 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 SEA on any SEA 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 SEA. |
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 PARTNERSHIP GENERAL PARTNER) |
IN WITNESS WHEREOF, this debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main street Mezzanine Fund, LP (Name of Licensee) |
Main Street Mezzanine Manaoewent, LLC By: ............ : ..................... . |
(Name of Limited Partnership General Partner) |
By: T.A.reppert |
Todd A. Reppert |
(Typed Name) |
GENERAL PARTNER |
I.D. Control # 07000170 License # 06/06-0326 DEBENTURE |
$1,000,000,00the Original Principal Amount:) 03-01-2017 (the Maturity Date) |
Main Street Mezzanine Fund, L.P. .................................. (the Company ) |
1300 Post Oak Blvd., Suite 800 Houston, TX. 77056 |
|
(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: 5,61000% Annual Charge applicable to the Scheduled Interim Period: - 887% per annum |
Date of Issuance: 3-13-07 Scheduled Pooling Date: .. 3-28-07 |
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: |
| | | % (c) { .New interest rate (s) per annum (a) } % (b) * { New Annual Charge per annum (a) % (b) % (c) * New Pooling Date(s): Nsw Interim Period(s): (a) (b) (0 |
| | | |
from and including: (a) (b) (c) |
to but excluding: (s) (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
Sank 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).
|
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, 1597, as the same may be amended from time to time, by and among the Trustee, the SEA 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 S. 5376 % per annum (the
Stated Interest Rate), and to pay a .8 87% 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 I2:0onoon (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-asaigned license number, the loan number appearing on the face of this Debenture, and such other information as S2A or its agent may specify. |
SBA FORM 444C (Revised 9/06) |
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 guarantesd by SEA, 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 107.1650 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 SEA on any SEA 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. |
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 SEA 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 5,326 % per annum {the Stated Interest Rate), and to pay a .855% 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) |
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 SEA, pursuant and subject to Section 303 of the Small Business Investment Act of 1953, 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 3.07.1830 through 107.1850 as in effect on the date of this Debenture are incorporated in this Debenture as if fully get 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 SEA on any SBA Form 1022 or any application letter of the Company for an SEA 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. |
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 Mew 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 5,376 % per annum (the |
Stated Interest Rate), and to pay a .941% 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} |
II. GENERAL TEEMS |
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 1956, 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 S3A.
|
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 PARTNERSHIP GENERAL PARTNER) |
IN WITNESS WHEREOF, this debenture has been signed by the general partner of the Companys general partner as of the date of issuance stated above. |
Main Street Mezzanine Fund, LP (Name of Licensee) |
Main Street Mezzanine Management, LLC |
By: |
(Name of Limited Partnership General Partner) |
By T.A. Reppert |
Todd A. Reppert |
(Typed Name) |
GENERAL PARTNER |
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 race(a) 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 5,376 % per annum (the Stated Interest Rate), and to pay a .941% 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 SEA 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 SEA or its agent may specify. |
SBA FORM 444C (Revised 9/06) |
II. GENERAL TERMS |
For value received, the Company promises Co pay to the order of the Trustes 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 1C7.1810 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 S2A 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 abovs-noted address of the Company. For the purposes of this Debenture, the Company may change this address only upon written approval of SBA. |
Exhibit (g)(1) AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the Agreement) is made this day of |
, 2007, by and between Main Street Capital Partners, LLC (f/k/a Main |
Street Advisors, LLC), a limited liability company organized and existing under the laws of Delaware (the Investment Adviser/Manager), Main Street Mezzanine Fund, LP, a limited partnership organized and existing under the laws of Delaware (the SBIC or the Partnership), and Main Street Mezzanine Management, LLC, a limited liability company organized and existing under the laws of Delaware (the General Partner). |
WHEREAS, the SBIC has received a license to operate as a Small Business Investment Company from the U. S. Small Business Administration (SBA) and has commenced operations; and |
WHEREAS, the General Partner is the General Partner of the SBIC; and |
WHEREAS, the General Partner and the SBIC require the services of investment professionals who can manage and operate the affairs of the SBIC; and |
WHEREAS, the Investment Adviser/Manager is in a position to provide the SBIC with experienced investment professionals who can take full responsibility for managing and operating the affairs of the SBIC; and |
WHEREAS, Main Street Capital Corporation, a Maryland corporation (MSCC) is acquiring the membership interests of the Members of the Investment Adviser/Manager by exchanging MSCC common stock for those equity interests (the Purchases); and |
WHEREAS, MSCC is acquiring all limited partner interests of the SBIC and all membership interests in the General Partner in exchange for common stock of MSCC in connection with a public offering of common stock of MSCC, and upon the closing of that public offering, the agreement of limited partnership of the SBIC is being amended and restated (the Partnership Agreement); and |
WHEREAS, pursuant to the Partnership Agreement, the General Partner may delegate any part of its authority to the Investment Adviser/Manager and any management fees attendant thereto; and |
WHEREAS, simultaneous with the entry into effect of the Partnership Agreement, the SBIC, the General Partner and the Manager wish to amend and restate the Investment Advisory Agreement dated October 15,2002 (the Prior Agreement) in its entirety by entering into this Agreement. |
WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into this Agreement by the parties hereto, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each party hereto, the Investment Adviser/Manager, the SBIC and the General Partner agree as follows: |
Section 1. Services To Be Provided By The Investment Adviser/Manager . The Investment Adviser/Manager hereby agrees to provide the SBIC with suitable experienced investment professionals to enable the General Partner and the SBIC to conduct their operations in accordance with all of the requirements of federal law and regulations as well as the directives of the SBA. The Investment Adviser/Manager agrees to pay all salaries, taxes, fringe benefits, travel expenses, and other costs associated with such investment professionals. In addition, the Investment Adviser/Manager agrees to pay all other reasonable and necessary costs of the General Partner pursuant to the provisions of the Partnership Agreement, including office rental, equipment rental, travel, support, clerical, bookkeeping, and business development expenses; expenses related to developing, investigating and monitoring investments; and other expenses that the General Partner and the SBIC incur in the course of conducting their respective business operation all in accordance with 13 CFR Sec. 107.520. |
The Investment Adviser/Manager also agrees to provide the General Partner with an office suitable for conducting the business of the General Partner and the SBIC, such office to be located in the State of Texas. Such office will be furnished with suitable furniture and office equipment (including suitable computers and computer software) in order to enable the General Partner and the SBIC to conduct their business operations in accordance with all of the requirements of federal law and regulations as well as the directives of the SBA. The Investment Adviser/Manager also agrees to furnish to the General Partner all suitable utility service, janitorial service, telephone and telefax, and other services in order to enable the General Partner and the SBIC to conduct their business operations in accordance with all of the requirements of federal law and regulations as well as the directives of the SBA. |
The Investment Adviser/Manager shall also seek suitable Partnership investment opportunities and manage the investment policy of the Partnership; perform day-to-day investment operations of the Partnership; provide investment advice; and prepare and disseminate all reports to the Partners required by the Partnership Agreement. |
The authority delegated to the Investment Adviser pursuant to this Agreement will be exercised in conformity with the terms and conditions of this Agreement and the Partnership Agreement. |
Section 2. Term . |
2.1. Length . This Agreement shall be for an indefinite term (Term), unless this Agreement is earlier terminated pursuant to any other provision of this Agreement or pursuant to law. At any time during the Term of this Agreement, any party to this Agreement may terminate this Agreement by giving the other parties at least ninety days prior written notice of its decision to terminate. |
2.2. Surrender . This Agreement shall cease and terminate as provided above. The General Partner shall at its expense, upon any termination of this Agreement: (a) promptly surrender to the Investment Adviser/Manager possession of the General Partner offices in good order and repair (ordinary wear and tear excepted) and broom clean; and (b) repair any damage to the General Partner offices caused by such removal. |
Section 3. Compensation . In consideration for the services provided to the General Partner and the SBIC by the Investment Adviser/Manager under the terms of this Agreement, the SBIC shall pay to the Investment Adviser/Manager a management fee computed in accordance with Section 3.05 of the Partnership Agreement. Such compensation shall be due and payable as set forth in Section 3.05 of the Partnership Agreement. |
Section 4. Use and Operation of the General Partners Office . The General Partner covenants and agrees that it shall observe and comply with all laws, orders, ordinances, rules, requirements and regulations of any and all governmental departments, bodies, bureaus, agencies, and officers, and all rules, directions, requirements and reasonable recommendations of the Investment Adviser/Managers and the General Partners insurers and of any fire insurance underwriters or rating organization, and of the state and local health departments, and of any other bodies or agencies now or hereafter exercising similar functions in the area in which the General Partners office is situated, in any way pertaining to the use and occupancy thereof. |
Section 5. Insurance . The Investment Adviser/Manager shall maintain at its expense, throughout the Term, |
(a) commercial general liability insurance (sometimes known as broad form comprehensive general liability insurance) insuring the General Partner against loss or liability in connection with bodily injury, death, property damage (including loss of use of property) and personal injury, occurring within the General Partners office or arising out of the operation, use or occupancy thereof by the General Partner or its agents, employees, officers, subtenants, customers, invitees, visitors and guests. Such policy or policies shall have such limits as are reasonably required by the Investment Adviser/Manager from time to time; |
(b) workmens compensation and other insurance which the General Partner is required by law to maintain; and |
(c) fire insurance with extended coverage. |
Section 6. Assignment . None of the Investment Adviser/Manager, the General Partner or the SBIC shall have any right to assign this Agreement without the prior written consent of the other parties, and the SBA. Any such assignment or consent made without the other parties and the SBAs consents shall be void and deemed ineffective. |
Section 7. Notices . Any notice, demand, consent, approval, request or other communication or document to be provided hereunder to a party hereto shall be (a) given in |
writing, and (b) deemed to have been given (i) forty-eight (48) hours after being sent as certified or registered mail in the United States mails, postage prepaid, return receipt requested, to the address of such party set forth hereinabove or to such other address in the United States of America as such party may designate from time to time by notice to the other, or (ii) (if such partys receipt thereof is acknowledged in writing) on its hand or other delivery to such party. |
Section 8. General . |
8.1. Effectiveness . This Agreement shall become effective on and only on its execution and delivery by each party hereto. |
8.2. Complete Understanding . This Agreement represents the complete understanding between the parties hereto as to the subject matter hereof, and supersedes all prior written or oral negotiations, representations, warranties, statements or agreements between the parties hereto as to the same. |
8.3. Amendment . This Agreement may be amended by and only by an instrument executed and delivered by each party hereto, and only with SBAs consent. |
8.4. Applicable Law . This Agreement shall be given effect and construed by application of the law of Texas. |
Section 9. Managers . At all times during the term of this Agreement, the Managers of the Investment Adviser/Manager shall consist of Vincent D. Foster and Todd A. Reppert, who are the Managers of the General Partner, as specified in Section 4.1 of the Amended and Restated Limited Liability Company Agreement of the General Partner. This Section 9 shall not be modified without the prior written consent of the SB A. |
Section 10. Indemnification. The Investment Advisor/Manager and its officers, directors, employees, agents, consultants or representatives (collectively, Indemnified Parties) shall at all times be indemnified by the Partnership pursuant to the provisions of Section 3.10 of the Partnership Agreement. |
IN WITNESS WHEREOF, each party hereto has executed and sealed this Agreement or caused it to be executed and sealed on its behalf by its duly authorized representatives, the day and year first above written. |
ATTEST: MAIN STREET CAPITAL PARTNERS, LLC Name: Title: ATTEST: MAIN STREET MEZZANINE MANAGEMENT, LLC Name: Title: ATTEST: MAIN STREET MEZZANINE FUND, LP By: Main Street Mezzanine Management, LLC, its General Partner Name: Title: |
Exhibit (g)(2) |
INVESTMENT MANAGEMENT/ADVISORY AGREEMENT |
THIS INVESTMENT MANAGEMENT/ADVISORY AGREEMENT (the Agreement) is made this 30th day of November, 2005, by and between Main Street Capital Partners, LLC, a limited liability company organized and existing under the laws of Delaware (the Investment Manager/Advisor), Main Street Capital II, LP, a limited partnership organized and existing under the laws of Delaware (the SBIC), and Main Street Capital II GP, LLC, a limited liability company organized and existing under the laws of Delaware (the General Partner). |
WHEREAS, the SBIC has applied to receive a license to operate as a Small Business Investment Company from the U. S. Small Business Administration (SBA); and |
WHEREAS, the General Partner is the General Partner of the SBIC; and |
WHEREAS, the General Partner and the SBIC require the services of investment managers and advisors who can manage and operate the affairs of the SBIC; and |
WHEREAS, the Investment Manager/Advisor is in a position to provide the SBIC with experienced investment professionals who can take full responsibility for managing and operating the affairs of the SBIC; and |
WHEREAS, pursuant to the proposed Agreement of Limited Partnership of the SBIC (Partnership Agreement), the General Partner may delegate any part of its authority to the Investment Manager/Advisor and any management fees attendant thereto; |
WITNESSETH, THAT FOR AND IN CONSIDERATION of the mutual entry into this Agreement by the parties hereto, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each party hereto, the Investment Manager/Advisor, the SBIC and the General Partner agree as follows: |
Section 1. Services To Be Provided By The Investment Manager/Advisor . The Investment Manager/Advisor hereby agrees to provide the SBIC with suitable experienced investment professionals to enable the General Partner and the SBIC to conduct their operations in accordance with all of the requirements of federal law and regulations as well as the directives of the SBA. The Investment Manager/Advisor agrees to pay all salaries, taxes, fringe benefits, travel expenses, and other costs associated with such investment professionals. In addition, the Investment Manager/Advisor agrees to pay all other reasonable and necessary internal costs of the General Partner pursuant to the provisions of the Partnership Agreement, including office rental, equipment rental, travel, support, clerical, bookkeeping, and business development expenses; expenses related to developing, investigating and monitoring investments; and other expenses that the General Partner and the SBIC incur in the course of conducting their respective business operation all in accordance with 13 CFR Sec. 107.520. |
The Investment Manager/Advisor also agrees to provide the General Partner with an office suitable for conducting the business of the General Partner and the SBIC, such office to be located in the State of Texas. Such office will be furnished with suitable furniture and office equipment (including suitable computers and computer software) in order to enable the General Partner and the SBIC to conduct their business operations in accordance with all of the requirements of federal law and regulations as well as the directives of the SBA. The Investment Manager/Advisor also agrees to furnish to the General Partner all suitable utility service, janitorial service, telephone and telefax, and other services in order to enable the General Partner and the SBIC to conduct their business operations in accordance with all of the requirements of federal law and regulations as well as the directives of the SBA. |
The Investment Manager/Advisor shall also seek suitable Partnership investment opportunities and manage the investment policy of the Partnership; perform day-to-day investment operations of the Partnership; provide investment advice; and prepare and disseminate all reports to the Partners required by the Partnership Agreement. |
The authority delegated to the Investment Adviser pursuant to this Agreement will be exercised in conformity with the terms and conditions of this Agreement and the Partnership Agreement. |
Section 2. Term . |
2.1. Length . This Agreement shall be for an initial twelve (12) year term (the Initial Term) commencing as of July 1, 2005 (the Commencement Date) and terminating on July 1, 2017 (the Termination Date), unless this Agreement is earlier terminated pursuant to any other provision of this Agreement or pursuant to law. Upon the expiration of the Initial Term and each Extension Term (defined below), the General Partner shall have the option to extend this Agreement for an Extension Term lasting for a period of time to be specified by the General Partner, provided that the General Partner gives the Investment Manager/Advisor at least one (1) month prior written notice of its unconditional and irrevocable exercise of each such option, the Investment Manager/Advisor consents in writing to each such Extension Term, and the General Partner and the SBIC are not then and have not been in default hereunder beyond the expiration of any applicable grace period. In the event the General Partner exercises its option as to an Extension Term, all provisions of this Agreement shall apply during each Extension Term. For purposes hereof, the term Term shall mean the Initial Term and any Extension Term. At any time during the Term of this Agreement, any party to this Agreement may terminate this Agreement by giving the other parties at least ninety days prior written notice of its decision to terminate. |
2.2. Surrender . This Agreement shall cease and terminate at the end of the Initial Term hereof (or, in the event of a validly exercised extension option, at the end of such Extension Term), without the necessity of any notice of termination from any of the parties. The General Partner shall at its expense, at the expiration of the Initial Term or any Extension Term or upon any earlier termination of this Agreement: (a) promptly surrender to the Investment Manager/Advisor possession of the General Partner offices in good order and repair (ordinary |
wear and tear excepted) and broom clean; and (b) repair any damage to the General Partner offices caused by such removal. |
Section 3. Compensation . In consideration for the services provided to the General Partner and the SBIC by the Investment Manager/Advisor under the terms of this Agreement, the SBIC shall pay to the Investment Manager/Advisor a management fee computed in accordance with the Partnership Agreement. Such compensation shall be due and payable as set forth in the Partnership Agreement. |
Section 4. Use and Operation of the General Partners Office . The General Partner shall occupy and use the office provided by the Investment Manager/Advisor for and only for the operation of the SBIC. The General Partner shall use the Premises for no other use unless approved in advance in writing by the Investment Manager/Advisor, such approval not to be unreasonably withheld. The General Partner covenants and agrees that it shall observe and comply with all laws, orders, ordinances, rules, requirements and regulations of any and all governmental departments, bodies, bureaus, agencies, and officers, and all rules, directions, requirements and reasonable recommendations of the Investment Manager/Advisors and the General Partners insurers and of any fire insurance underwriters or rating organization, and of the state and local health departments, and of any other bodies or agencies now or hereafter exercising similar functions in the area in which the General Partners office is situated, in any way pertaining to the use and occupancy thereof. |
Section 5. Insurance . The Investment Manager/Advisor shall maintain at its expense, throughout the Term, |
(a) commercial general liability insurance (sometimes known as broad form comprehensive general liability insurance) insuring the General Partner against loss or liability in connection with bodily injury, death, property damage (including loss of use of property) and personal injury, occurring within the General Partners office or arising out of the operation, use or occupancy thereof by the General Partner or its agents, employees, officers, subtenants, customers, invitees, visitors and guests. Such policy or policies shall have such limits as are reasonably required by the Investment Manager/Advisor from time to time; |
(b) workmens compensation and other insurance which the General Partner is required by law to maintain; and |
(c) fire insurance with extended coverage. |
Section 6. Assignment . None of the Investment Manager/Advisor, the General Partner or the SBIC shall have any right to assign this Agreement without the prior written consent of the other parties, and the SBA. Any such assignment or consent made without the other parties and the SBAs consents shall be void and deemed ineffective. |
Section 7. Notices . Any notice, demand, consent, approval, request or other communication or document to be provided hereunder to a party hereto shall be (a) given in |
writing, and (b) deemed to have been given (i) forty-eight (48) hours after being sent as certified or registered mail in the United States mails, postage prepaid, return receipt requested, to the address of such party set forth hereinabove or to such other address in the United States of America as such party may designate from time to time by notice to the other, or (ii) (if such partys receipt thereof is acknowledged in writing) on its hand or other delivery to such party. |
Section 8. General . |
8.1. Effectiveness . This Agreement shall become effective on and only on its execution and delivery by each party hereto. |
8.2. Complete Understanding . This Agreement represents the complete understanding between the parties hereto as to the subject matter hereof, and supersedes all prior written or oral negotiations, representations, warranties, statements or agreements between the parties hereto as to the same. |
8.3. Amendment . This Agreement may be amended by and only by an instrument executed and delivered by each party hereto, and only with SBAs consent. |
8.4. Applicable Law . This Agreement shall be given effect and construed by application of the law of Texas. |
Section 9. Board of Directors . At all times during the term of this Agreement, the controlling Members of the Investment Manager/Advisor shall consist of Vincent D. Foster and Todd A. Reppert, who are the Voting Members and Managers of the General Partner, as specified in the Limited Liability Company Agreement of the General Partner. This Section 9 shall not be modified without the prior written consent of the SBA. |
Section 10. Indemnification. The Investment Advisor/Manager and its officers, directors, employees, agents, consultants or representatives (collectively, Indemnified Parties) shall (i) at all times be indemnified by the Partnership pursuant to the indemnification provisions of the Partnership Agreement and (ii) at all times be indemnified by the General Partner as if it were a Member of the General Partner as stated in the indemnification provisions of the Limited Liability Agreement of the General Partner. |
IN WITNESS WHEREOF, each party hereto has executed and sealed this Agreement or caused it to be executed and sealed on its behalf by its duly authorized representatives, the day and year first above written. |
ATTEST: MAIN STREET CAPITAL PARTNERS, LLC Name: Title: ATTEST: MAIN STREET CAPITAL II GP, LLC Name: Title: ATTEST: MAIN STREET CAPITAL II, LP By: Main Street Capital II GP, LLC, its General Partner . Name: Title: |
AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the Agreement), dated as of May 10, 2007, is by and among Main Street Capital Corporation, a Maryland corporation (Parent). MSCC Merger Sub, LLC, a Delaware limited liability company (Merger Sub), and Main Street Mezzanine Fund, LP, a Delaware limited partnership (the Fund). Recitals: |
WHEREAS, Merger Sub is a wholly-owned subsidiary of Parent; and |
WHEREAS, pursuant to the terms and conditions of this Agreement, (i) Merger Sub will merge with and into the Fund, with the Fund continuing as the surviving entity and as a subsidiary of Parent whose sole limited partner will be Parent and whose sole general partner will be Main Street Mezzanine Management, LLC, a Delaware limited liability company which is to become a wholly-owned subsidiary of Parent (the General Partner), and (ii) the limited partners of the Fund (the Fund Limited Partners) will receive common stock of Parent on the terms set forth herein; and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the transactions contemplated by that certain Exchange Agreement (the GP Exchange Agreement) by and among Parent and the members of the General Partner, pursuant to which (i) Parent will acquire from the members of the General Partner 100% of their equity interests in the General Partner, and (ii) the members of the General Partner will receive common stock of Parent on the terms set forth therein; and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the transactions contemplated by that certain Exchange Agreement (the IA Exchange Agreement) by and among Parent and the members of Main Street Capital Partners, LLC, a Delaware limited liability company (the Investment Advisor), pursuant to which (i) Parent will acquire from the members of the Investment Advisor 100% of their equity interests in the Investment Advisor, and (ii) the members of the Investment Advisor will receive common stock of Parent on the terms set forth therein; and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the initial public offering of shares of common stock by Parent in a firm-commitment underwritten offering (the Main Street IPO): and |
WHEREAS, it is contemplated that the issuance of common stock by Parent to the Fund Limited Partners pursuant to this Agreement, to the members of the General Partner pursuant to the GP Exchange Agreement and to the members of the Investment Advisor pursuant to the IA Exchange Agreement will be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the Securities Act) and/or Rule 506 thereunder; |
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and subject to and on the terms and conditions set forth herein, the parties hereby agree as follows: |
ARTICLE I THE MERGER |
Section 1.1 The Merger. At the Effective Time (as defined below), in accordance with this Agreement, the Delaware Revised Uniform Limited Partnership Act (the Delaware LP Act) and the Delaware Limited Liability Company Act (the Delaware LLC Act). Merger Sub will merge with and into the Fund (the Merger), the separate existence of Merger Sub will cease, and the Fund will continue as the surviving entity as a Delaware limited partnership (the Surviving Entity). From and after the Effective Time, the Surviving Entity will possess all the rights, privileges, immunities and franchises, of a public as well as a private nature, and will be subject to all liabilities, obligations and penalties of, the Fund and Merger Sub, all with the effect set forth in the Delaware LP Act and the Delaware LLC Act. |
Section 1.2 Certificate of Limited Partnership and Agreement of Limited Partnership, The Certificate of Limited Partnership of the Fund in effect immediately prior to the Effective Time will be the Certificate of Limited Partnership of the Surviving Entity, until duly amended in accordance with applicable law. The Amended and Restated Agreement of Limited Partnership of the Fund attached hereto as Exhibit A will be the Agreement of Limited Partnership of the Surviving Entity, until duly amended in accordance with applicable law. |
Section 1.3 General Partner, The General Partner will continue as the general partner of the Surviving Entity as of the Effective Time. |
Section 1.4 Conversion of Fund Partnership Interests. |
(a) As of the Effective Time, by virtue of the Merger and without any action on the part of the Fund, Merger Sub, or the respective partners thereof, the limited partnership interests of the Fund (the Fund Limited Partnership Interests) that are outstanding as of the Effective Time will be converted into the right to receive the Merger Consideration, as determined pursuant to Section 1.4(c) below. All Fund Limited Partnership Interests, when converted in accordance with this Section 1.4(a), will no longer be outstanding, will automatically be cancelled, and will cease to exist, and will thereafter represent the right to receive the Merger Consideration in respect of such Fund Limited Partnership Interests. As of the Effective Time, the 0.7% general partnership interest in the Fund shall remain issued and outstanding and unaffected by the Merger. |
(b) As of the Effective Time, by virtue of the Merger and without any action on the part of the Fund, Merger Sub, or the respective partners thereof, the 100% ownership interest held by Parent in Merger Sub (the Merger Sub Ownership Interest) will be converted into a 99.3% limited partnership interest of the Surviving Entity. The Merger Sub Ownership Interest, when converted in accordance with this Section 1.4(b), will no longer be outstanding, will automatically be cancelled, and will cease to exist. |
(c) The merger consideration (the Merger Consideration) payable to the Fund Limited Partners will be payable in shares of common stock of Parent in an amount equal to, on an aggregate basis, (i) $40,885,112 (the Total Dollar Merger Amount), divided by (ii) the initial public offering price per share in the Main Street IPO (the shares issuable to the Fund Limited Partners in the Merger, the Merger Shares). The Merger Shares will be allocated among the Fund |
Limited Partners in proportion to the respective partnership interests held in the Fund by the Fund Limited Partners as of the Effective Time, |
(d) The number of Merger Shares payable to any Fund Limited Partner pursuant to the formula set forth above will be rounded to the nearest whole number. At the Effective Time, the Parent will issue Merger Shares to each Fund Limited Partner in the amount determined in accordance with Section 1.4(c) above, subject to such Fund Limited Partners execution and delivery of a Subscription Agreement in the form attached as an Exhibit to the Confidential Information Statement/Private Placement Memorandum dated as of April 27, 2007, delivered by the Fund and Parent to the Fund Limited Partners. |
ARTICLE II CLOSING |
Section 2.1 Closing. The closing of the transactions contemplated hereby (the Closing) will take place at the offices of the parties, 1300 Post Oak Boulevard, Suite 800, Houston, Texas 77056, concurrently with the closing of the transactions contemplated by the GP Exchange Agreement, the IA Exchange Agreement and the Main Street IPO, or at such other time and place as the parties mutually agree. For purposes of this Agreement, Closing Date means the date on which the Closing occurs. |
Section 2.2. Effective Time. Upon the terms and conditions of this Agreement, the parties shall deliver a Certificate of Merger to the Secretary of State of the State of Delaware (the Certificate of Merger) contemporaneously with, or immediately after, the Closing, and shall make all other filings or recordings as may be required under the Delaware LP Act and the Delaware LLC Act and any other applicable law in order to effect the Merger. The Merger will become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the Delaware LP Act and the Delaware LLC Act, or at such later time as the parties may agree and as is provided in the Certificate of Merger. The date and time at which the Merger will so become effective is herein referred to as the Effective Time. |
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE FUND |
The Fund hereby represents and warrants to Parent and Merger Sub as follows: |
Section 3.1 Organization and Good Standing. The Fund is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, with full limited partnership power and authority to conduct its business as it is now being conducted. |
Section 3.2 Authority. This Agreement constitutes the valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms. The Fund has all requisite |
limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Fund and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Fund. |
Section 3.3 Capitalization. The limited partnership interests of the Fund are owned by the persons and in percentages set forth in Schedule 3.3. There are no options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments that obligate the Fund to issue, transfer or sell any partnership interests in the Fund except as may be set forth in the Agreement of Limited Partnership of the Fund dated as of June 30, 2002, as amended (the Fund LP Agreement). |
Section 3.4 No Conflict. Neither the execution and delivery of this Agreement by the Fund nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with any legal requirement or order of any court or governmental authority to which the Fund is subject, (ii) conflict with the Fund LP Agreement or the Certificate of Limited Partnership of the Fund, or (iii) breach any provision of any contract to which the Fund is a party. Except for any consents required to be obtained from the United States Small Business Administration (the SBA). the Fund is not and will not be required to give any notice to or obtain any consent or approval from any person in connection with the execution and delivery of this Agreement or the consummation of the transactions under this Agreement. |
Section 3.5 Legal Proceedings; Orders. There are no legal proceedings or actions pending or, to the knowledge of the Fund, threatened, against the Fund that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. There are no orders pending or, to the knowledge of the Fund, threatened, against the Fund that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. |
ARTICLE IV |
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB |
Each of Parent and Merger Sub jointly and severally represents and warrants to the Fund as follows: |
Section 4.1 Organization and Good Standing. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to conduct its business as it is now being conducted. Merger Sub is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted. |
Section 4.2 Authority. This Agreement constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Merger Sub has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Parent and Merger Sub. |
Section 4.3 Valid Issuance of Merger Shares. The Merger Shares being issued hereunder have been duly and validly authorized, and will be duly and validly issued, fully paid and nonassessable after issuance and sale to the Fund Limited Partners pursuant to this Agreement, and |
will be free of any liens, encumbrances or restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws. |
Section 4.4 No Conflict. Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with any legal requirement or order of any court or governmental authority to which Parent or Merger Sub is subject, (ii) conflict with the Articles of Incorporation or Bylaws of Parent or the Articles of Organization or Limited Liability Company Agreement of Merger Sub, or (iii) breach any provision of any contract to which the Parent or Merger Sub is a party. Except for any consents required to be obtained from the SBA, neither Parent nor Merger Sub is or will be required to give any notice to or obtain any consent or approval from any person in connection with the execution and delivery of this Agreement or the consummation of the transactions under this Agreement. |
Section 4.5 Legal Proceedings; Orders. There are no legal proceedings or actions pending or, to the knowledge of Parent or Merger Sub, threatened, against Parent or Merger Sub that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. There are no orders pending or, to the knowledge of Parent or Merger Sub, threatened, against Parent or Merger Sub that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. |
ARTICLE V CONDITIONS TO CLOSING |
Section 5.1 Mutual Conditions. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by |
such party): |
(a) Closing of Main Street IPO. The Main Street IPO must close concurrently with the closing of the transactions contemplated hereby. |
(b) Approval of SBA. The SBA must have consented to the transactions contemplated by, and related to, this Agreement, the GP Merger Agreement and the Main Street IPO. |
Section 5.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following condition (which may be waived in writing, in whole or in part, by Parent and Merger Sub): |
(a) Representations and Warranties. The representations and warranties of the Fund in Article III must be true and correct in all material respects as of the Closing. |
Section 5.3 Conditions to Obligations of the Fund. The obligations of the Fund to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following condition (which may be waived in writing, in whole or in part, by the Fund): |
(a) Representations and Warranties. The representations and warranties of Parent and Merger Sub in Article IV must be true and correct in all material respects as of the Closing. |
ARTICLE VI REGISTRATION COVENANT |
Section 6.1 Registration. |
(a) Reasonable Best Efforts to Register. Following the first anniversary of the Closing, Parent shall use its reasonable best efforts to file a registration statement with respect to the resale of all of the Merger Shares, and to cause such registration statement to become effective, as soon as practicable following such first anniversary (the Merger Shares to be registered, the Registered Shares): provided, however, that Parent will not be obligated to effect any such registration for such period of time, as, in the good faith judgment of the Board of Directors of Parent, such registration would be seriously detrimental to Parent and the Board of Directors of Parent concludes, as a result, that it is essential to defer the filing of such registration statement until such time as such registration would not be detrimental. In addition, Parent will use reasonable best efforts to cause the Merger Shares to be listed on the Nasdaq Global Market or other securities exchange on which Parents common stock is then listed at such time that the resale of the Merger Shares is registered. |
(b) Expenses. All Registration Expenses (as defined below) incurred in connection with any registration pursuant to Section 6.1 (a) above will be borne by the Parent. Any Selling Expenses (as defined below) relating to the Registered Shares will be borne by the holders of such securities pro rata on the basis of the number of shares of securities so registered on their behalf. For purposes of this Agreement, (i) Registration Expenses means all expenses incurred in effecting any registration pursuant to Section 6.1 (a) above, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for Parent, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration and reasonable fees and disbursements of one counsel for the Fund Limited Partners as selling stockholders, but will not include (x) Selling Expenses and (y) the compensation of regular employees of the Parent, which will be paid in any event by the Parent, and (ii) Selling Expenses means any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of the Registered Shares and fees and disbursements of counsel for any Fund Limited Partner (other than the fees and disbursements of one counsel for the Fund Limited Partners included in Registration Expenses as set forth above). |
ARTICLE VII |
GENERAL PROVISIONS |
Section 7.1 Survival. None of the representations and warranties, and any covenant to be performed prior to the Effective Time, set forth herein, shall survive the Effective Time. |
Section 7.2 Termination. By written notice, this Agreement may be terminated by either the Fund, on the one hand, or Parent and Merger Sub, on the other hand, if the Closing has not occurred on or before December 31, 2007. |
Section 7.3 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any privilege, right or power hereunder preclude further exercise of any other privilege, right or power hereunder. |
Section 7.4 Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement signed by the party to be charged with the amendment. This Agreement shall be amended by the parties if requested by the SBA to comply with SBA regulations, provided that no such amendment will change the total amount or allocation of the Merger Consideration. |
Section 7.5 Assignment; Binding Effect; No Third Party Beneficiaries. This Agreement may not be assigned by any party without the prior written consent of the other party(ies). Subject to the foregoing, this Agreement will be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section 7.5. |
Section 7.6 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. |
Section 7.7 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law provisions thereof, |
Section 7.8 Construction. The language used in the Agreement will be construed, in all cases, according to its fair meaning, and not for or against any party hereto. The parties acknowledge that each party has reviewed this Agreement and that rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be available in the interpretation of this Agreement. |
Section 7.9 Execution of Agreement; Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. |
Section 7.10 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and must be delivered (i) personally, (ii) by facsimile with confirmation of transmission by the transmitting equipment, or (iii) by certified or registered mail (postage prepaid, return receipt requested), and will be deemed given when so delivered personally or by facsimile, or if mailed, three (3) days after the date of mailing, to the addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): |
If to Parent or Merger Sub: |
Main Street Capital Corporation |
1300 Post Oak Boulevard, Suite 800 Houston, Texas 77056 Attn: Chief Executive Officer Facsimile: (713) 350-6042 |
If to the Fund: |
Main Street Mezzanine Fund, LP
c/o Main Street Mezzanine Management, LLC, its general partner |
1300 Post Oak Boulevard, Suite 800 |
Houston, Texas 77056 |
Attn: Managing Director |
Facsimile: (713) 350-6042 |
[remainder of page intentionally left blank] |
[signature page of Agreement and Plan of Merger] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above, |
PARENT:
Main Street Capital Corporation |
By: /s/ Vince Foster |
Name: VINCE FOSTER |
Its: |
MERGER SUB:
MSCC Merger Sub, LLC |
By: Main Street Capital Corporation, its manager |
By: /s/ Vince Foster |
Name: VINCE FOSTER |
Its: |
President |
FUND:
Main Street Mezzanine Fund, LP |
By: Main Street Mezzanine Management, LLC, its general partner |
By: /s/ |
Name: Todd A. Roppet |
Its: Voting Member |
Exhibit A Amended and Restated Agreement of Limited Partnership |
[see attached] |
Schedule 3.3 Limited Partnership Interests |
[see attached] |
Exhibit (k)(8) |
EXCHANGE AGREEMENT |
This EXCHANGE AGREEMENT (this Agreement ), dated as of May 10, 2007, is by and among Main Street Capital Corporation, a Maryland corporation ( Parent ), and the undersigned members (the IA Members ) of Main Street Capital Partners, LLC, a Delaware limited liability company (the I nvestment Adviser ). |
Recitals: |
WHEREAS, the IA Members are parties to that certain First Amended and Restated Regulations of the Investment Adviser, dated effective as of January 30, 2005, as amended by that certain First Amendment to First Amended and Restated Regulations of the Investment Adviser dated effective as of January 1, 2006, and that certain Second Amendment to First Amended and Restated Regulations of the Investment Adviser dated effective as of January 1, 2007 (as amended from time to time, the IA LLC Agreement ); and |
WHEREAS, the IA Members own 100% of the Membership Interests (as defined in the IA LLC Agreement) of the Investment Adviser (the IA Interests ); and |
WHEREAS, pursuant to the terms and conditions of this Agreement, Parent has proposed to issue shares of its common stock, par value $0.01 per share (the Shares ), in exchange for all of the IA Interests (the Exchange ); and |
WHEREAS, the IA Members desire to exchange their IA Interests for the Shares pursuant to this Agreement; and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the Merger Agreement ) by and among Parent, MSCC Merger Sub, LLC, a Delaware limited liability company ( Merger Sub ), and Main Street Mezzanine Fund, LP, a Delaware limited partnership (the Fund ), pursuant to which (i) Merger Sub will merge with and into the Fund, with the Fund continuing as the surviving entity and as a subsidiary of Parent whose sole limited partner will be Parent and whose sole general partner will be the General Partner, and (ii) the limited partners of the Fund (the Fund Limited Partners ) will receive common stock of Parent on the terms set forth therein (collectively, the Merger ); and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the transactions contemplated by that certain Exchange Agreement (the GP Exchange Agreement ) by and among Parent and the members of Main Street Mezzanine Management, LLC, a Delaware limited liability company (the General Partner ), pursuant to which (i) Parent will acquire from the members of the General Partner 100% of their equity interests in the General Partner, and (ii) the members of the General Partner will receive common stock of Parent on the terms set forth therein (collectively, the GP Exchange ); and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the initial public offering of shares of common stock by Parent in a firm-commitment underwritten offering (the Main Street IPO ); and |
WHEREAS, it is contemplated that the issuance of common stock by Parent to the IA Members pursuant to this Agreement, to the Fund Limited Partners pursuant to the Merger Agreement and to the members of the General Partner pursuant to the GP Exchange Agreement will be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the Securities Act ) and/or Rule 506 thereunder; |
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and subject to and on the terms and conditions set forth herein, the parties hereby agree as follows: |
ARTICLE I THE EXCHANGE |
Section 1.1 The Exchange. |
(a) At the Effective Time (as defined below), in accordance with this Agreement, each IA Member agrees to exchange all of its IA Interests for such number of Shares equal to, on an aggregate basis, (i) $18,000,000 (the IA Valuation ) divided by (ii) the initial public offering price per Share in the Main Street IPO (such Shares issuable to the IA Members in the Exchange, the Exchange Shares ), and Parent agrees to issue the Exchange Shares to the IA Members in exchange for all of their IA Interests. The Exchange Shares will be allocated among the IA Members in proportion to their respective Membership Interests in the Investment Adviser as of the Effective Time. As of the Effective Time, the IA Interests shall remain issued and outstanding and owned by Parent. |
(b) The number of Exchange Shares payable to any IA Member pursuant to the formula set forth above will be rounded to the nearest whole number. At the Effective Time, Parent will issue Exchange Shares to each IA Member in the amount determined in accordance with Section 1.1(a) above, subject to such IA Members execution and delivery of a Subscription Agreement in the form attached hereto as Exhibit A . |
ARTICLE II CLOSING |
Section 2.1 Closing. The closing of the transactions contemplated hereby (the Closing ) will take place at the offices of the parties, 1300 Post Oak Boulevard, Suite 800, Houston, Texas 77056, concurrently with the closing of the transactions contemplated by the Merger Agreement, the GP Exchange Agreement and the Main Street IPO, or at such other time and place as the parties mutually agree. For purposes of this Agreement, Closing Date means the date on which the Closing occurs. At the Closing, each IA Member will deliver to Parent a duly executed blank equity power and each IA Members spouse, if any, will deliver to Parent a duly executed Spousal Consent in the form attached hereto as Exhibit B (the Spousal Consent ), and Parent will deliver to each IA Member the Exchange Shares to be issued to such IA Member pursuant to Section 1.1. |
Section 2.2 Effective Time. Upon the terms and conditions of this Agreement, the Exchange will become effective at the date and time at which the Merger becomes effective is herein referred to as the Effective Time . |
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE IA MEMBERS |
Each IA Member represents and warrants to Parent, severally and not jointly, as follows: |
Section 3.1 Authority. |
(a) Such IA Member has the legal capacity and requisite power and authority to enter into and perform its obligations under this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by such IA Member. Assuming the valid authorization, execution and delivery of this Agreement by each other party to this Agreement, this Agreement and the transactions contemplated hereby are the valid and binding obligation of such IA Member, enforceable against such IA Member in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or the laws relating to or affecting creditors rights generally or by equitable principles. |
(b) As to such IA Members spouse, if any, (i) such spouse has the absolute and unrestricted right, power and capacity to execute and deliver and to perform such spouses obligations under the Spousal Consent being executed by such spouse and (ii) such Spousal Consent constitutes the legal, valid and binding obligation of such spouse, enforceable against such spouse in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or the laws relating to or affecting creditors rights generally or by equitable principles. |
Section 3.2 Ownership of IA Interests. Schedule 3.2 attached hereto accurately sets forth the Membership Interest held by such IA Member. Such IA Member has good and valid title to, and possesses full authority and legal right to sell, transfer and assign, its IA Interests, free of any liens, encumbrances or restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws. There are no claims pending or, the knowledge of such IA Member, threatened against such IA Member that concern or affect title to its IA Interests. |
Section 3.3 No Conflict. Neither the execution and delivery of this Agreement by such IA Member nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with any legal requirement or order of any court or governmental authority to which such IA Member is subject, or (ii) breach any provision of any contract to which such IA Member is a party. Except for any consents required to be obtained from the United States Small Business Administration (the SBA), such IA Member is not and will not be required to give any notice to or obtain any consent or approval from any person in connection with the execution and delivery of this Agreement or the consummation of the transactions under this Agreement. |
Section 3.4 Legal Proceedings; Orders. There are no legal proceedings or actions pending or, to the knowledge of such IA Member, threatened against such IA Member that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. There are no orders pending or, to the knowledge of such IA Member, threatened against such IA Member that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. |
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT |
Parent represents and warrants to each of the IA Members, as follows: |
Section 4.1 Organization and Good Standing. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to conduct its business as it is now being conducted. |
Section 4.2 Authority. This Agreement constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Parent. |
Section 4.3 Valid Issuance of Exchange Shares. The Exchange Shares being issued hereunder have been duly and validly authorized, and will be duly and validly issued, fully paid and nonassessable after issuance and sale to the IA Members pursuant to this Agreement, and will be free of any liens, encumbrances or restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws. |
Section 4.4 No Conflict Neither the execution and delivery of this Agreement by Parent nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with any legal requirement or order of any court or governmental authority to which Parent is subject, (ii) conflict with the Articles of Incorporation or Bylaws of Parent, or (iii) breach any provision of any contract to which Parent is a party. Except for any consents required to be obtained from the SBA, Parent is not and will not be required to give any notice to or obtain any consent or approval from any person in connection with the execution and delivery of this Agreement or the consummation of the transactions under this Agreement. |
Section 4.5 Legal Proceedings; Orders. There are no legal proceedings or actions pending or, to the knowledge of Parent, threatened against Parent that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. There are no orders pending or, to the knowledge of Parent, threatened against Parent that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. |
ARTICLE V CONDITIONS TO CLOSING |
Section 5.1 Mutual Conditions. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by such party): |
(a) Closing of Merger . The Merger must close concurrently with the closing of the transactions contemplated hereby. |
(b) Closing of GP Exchange . The GP Exchange must close concurrently with the closing of the transactions contemplated hereby. |
(c) Closing of Main Street IPO . The Main Street IPO must close concurrently with the closing of the transactions contemplated hereby. |
(d) A pproval of SBA . The SBA must have consented to the transactions contemplated by, and related to, this Agreement, the Merger Agreement, the GP Exchange Agreement and the Main Street IPO. |
Section 5.2 Conditions to Obligations of the I A Members. The obligations of the IA Members to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following condition (which may be waived in writing, in whole or in part, by the IA Members holding at least fifty percent (50%) of the IA Interests): |
(a) Representations and Warranties . The representations and warranties of Parent in Article IV must be true and correct in all material respects as of the Closing. |
Section 5.3 Conditions to Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following condition (which may be waived in writing, in whole or in part, by Parent): |
(a) Representations and Warranties . The representations and warranties of each of the IA Members in Article HI must be true and correct in all material respects as of the Closing. |
ARTICLE VI REGISTRATION COVENANT |
Section 6.1 Registration. |
(a) Reasonable Best Efforts to Register . Following the first anniversary of the Closing, Parent shall use its reasonable best efforts to file a registration statement with respect to the resale of all of the Exchange Shares, and to cause such registration statement to become effective, as soon as practicable following such first anniversary (the Exchange Shares to be registered, the Registered Shares ); provided, however, that Parent will not be obligated to effect any such registration for such period of time, as, in the good faith judgment of the Board of Directors of Parent, such registration would be seriously detrimental to Parent and the Board of Directors of Parent concludes, as a result, that it is essential to defer the filing of such registration statement until such time as such registration would not be detrimental. In addition, Parent will use reasonable best efforts to cause the Exchange Shares to be listed on the Nasdaq Global Market or other securities exchange on which Parents common stock is then listed at such time that the resale of the Exchange Shares is registered. |
(b) Expenses . All Registration Expenses (as defined below) incurred in connection with any registration pursuant to Section 6.1(a) above will be borne by the Parent. Any Selling Expenses (as defined below) relating to the Registered Shares will be borne by the holders of such securities pro rata on the basis of the number of shares of securities so registered on their behalf. For purposes of this Agreement, (i) Registration Expenses means all expenses incurred in effecting |
any registration pursuant to Section 6.1(a) above, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for Parent, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration and reasonable fees and disbursements of one counsel for the IA Members as selling stockholders, but will not include (x) Selling Expenses and (y) the compensation of regular employees of the Parent, which will be paid in any event by the Parent, and (ii) Selling Expenses means any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of the Registered Shares and fees and disbursements of counsel for any IA Member (other than the fees and disbursements of one counsel for the IA Members included in Registration Expenses as set forth above). |
ARTICLE VII GENERAL PROVISIONS |
Section 7.1 Survival. None of the representations and warranties, and no covenant to be performed prior to the Effective Time, set forth herein, shall survive the Effective Time. |
Section 7.2 Termination. By written notice, this Agreement may be terminated by either the IA Members holding at least fifty percent (50%) of the IA Interests, on the one hand, or Parent, on the other hand, if the Closing has not occurred on or before December 31, 2007. |
Section 7.3 Waiver. No failure to exercise, and no delay in exercising, on the part of any party, any privilege, any power or any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any privilege, right or power hereunder preclude further exercise of any other privilege, right or power hereunder. |
Section 7.4 Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement signed by the party to be charged with the amendment. This Agreement shall be amended by the parties if requested by the SBA to comply with SBA regulations, provided that no such amendment will change the total amount or allocation of the IA Valuation. |
Section 7.5 Assignment; Binding Effect; No Third Party Beneficiaries. This Agreement may not be assigned by any party without the prior written consent of the other parties. Subject to the foregoing, this Agreement will be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section 7.5. |
Section 7.6 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. |
Section 7.7 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law provisions thereof. |
Section 7.8 Construction. The language used in the Agreement will be construed, in all cases, according to its fair meaning, and not for or against any party hereto. The parties acknowledge that each party has reviewed this Agreement and that rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be available in the interpretation of this Agreement. |
Section 7.9 Execution of Agreement; Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. |
Section 7.10 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and must be delivered (i) personally, (ii) by facsimile with confirmation of transmission by the transmitting equipment, or (iii) by certified or registered mail (postage prepaid, return receipt requested), and will be deemed given when so delivered personally or by facsimile, or if mailed, three (3) days after the date of mailing, to the addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): |
If to Parent: |
Main Street Capital Corporation 1300 Post Oak Boulevard, Suite 800 Houston, Texas 77056 Attn: Chief Executive Officer Facsimile: (713) 350-6042 |
If to an IA Member: |
the IA Member
1300 Post Oak Boulevard, Suite 800 Houston, Texas 77056 Facsimile: (713) 350-6042 |
[remainder of page intentionally left blank] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. |
PARENT: |
Main Street Capital Corporation |
By: |
Nam: |
Its: |
IA MEMBERS: |
Vincent D. Foster |
Todd A. Repport |
Reppert Investments, LP a Texas limited partnership |
By: Reppert Rhapsody LLC its general partner |
BY |
Name: Todd A. Reppert Title: Member |
[Signature Page 1 of 2 to IA Exchange Agreement] |
IA MEMBERS, CONTINUED: |
David Magdol Curtis L. Hartman Dwayne L. Hyzak Robert M. Shuford Rodger Stout Travis Haley |
[Signature Page 2 of 2 to IA Exchange Agreement] |
IA MEMBERS, CONTINUED: |
David Magdol Curtis L. Hartman Dwayne L. Hyzak Robert M. Shuford Rodger Stout Travis Haley |
[Signature page 2 of 2 to IA Exchange agreement] |
IA MEMBERS, CONTINUED: |
David Magdol Curtis L. Hartman Dwayne L Hyzak Robert M. Shuford Rodger Stout Travis Haley |
[Signature Page 2 of 2 to IA Exchange Agreement] |
IA MEMBERS, CONTINUED: |
David Magdol Curtis L. Hartman Dwayne L. Hyzak Robert M. Shuford Rodger Stout Travis Haley |
[Signature page 2 of 2 to FA Exchange agreement] |
IA MEMBERS, CONTINUED: |
David Magdol |
Curtis L. Hartman Dwayne L. Hyzak |
Robert M. Shuford |
/ Travis Haley |
[Signature Page 2 of 2 to IA Exchange Agreement] |
Exhibit A Subscription Agreement |
[see attached] |
Exhibit B Spousal Consent |
The undersigned spouse of Vincent Foster a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement ), by and among Main Street Capital Corporation, a Maryland corporation (P arent ), and the members of Main Street Capital Partners, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its |
provisions my husband or wife, Vincent Foster sells to Parent all of his or her |
right, title and interest in the IA Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property ), I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10 th day of May, 2007. |
Signature: Print name: |
Exhibit B Spousal Consent |
The undersigned spouse of . a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement ), by and among Main Street Capital Corporation, a Maryland corporation ( Parent ), and the members of Main Street Capital Partners, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its provisions my husband or wife, sells to Parent all of his or her right, title and interest in the IA Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10th day of May, 2007. |
Signature: |
Print name: |
Exhibit B Spousal Consent |
The undersigned spouse of Dwayne Hyazk a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement ), by and among Main Street Capital Corporation, a Maryland corporation ( Parent ), and the members of Main Street Capital Partners, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its provisions my husband or wife, Dwayne Hyzak , sells to Parent all of his or her right, title and interest in the IA Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property ). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10th day of May, 2007. |
Signature: |
Print name: Kristi Hyzak |
Exhibit B Spousal Consent |
The undersigned spouse party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement ), by and among Main Street Capital Corporation, a Maryland corporation ( Parent ), and the members of Main Street Capital Partners, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its provisions my husband or wife, sells to Parent all of his or her right, title and interest in the IA Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property ). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10 th day of May, 2007. |
Signature: tfs |
Print name: |
Exhibit B |
Spousal Consent |
The undersigned spouse of , a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement ), by and among Main Street Capital Corporation, a Maryland corporation (Parent), and the members of Main Street Capital Partners, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its |
provisions my husband or wife, sells to Parent all of his or her |
right, title and interest in the IA Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property ). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10th day of May, 2007. |
Signature: |
Print name: |
Exhibit B Spousal Consent |
The undersigned spouse of a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement ), by and among Main Street Capital Corporation, a Maryland corporation ( Parent ), and the members of Main Street Capital Partners, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its provisions my husband or wife, sells to Parent all of his or her right, title and interest in the IA Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property ). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10th day of May, 2007. |
Signature:
Print name: |
Schedule 3.2 Membership Interests of the IA Members |
IA Member Membership Interest |
Vincent D. Foster 34.19% |
Todd A. Reppert 20.38% |
Reppert Investments, LP 9.95% |
David Magdol 10.10% |
Curtis L. Hartman 9.77% |
Dwayne L. Hyzak 10.95% |
Robert M, Shuford 1.60% |
Rodger Stout 2.22% |
Travis Haley 0.83% |
TOTAL: 100% |
EXCHANGE AGREEMENT |
This EXCHANGE AGREEMENT (this Agreement) dated as of May 10, 2007, is by and among Main Street Capital Corporation, a Maryland corporation (Parent), and the undersigned members (the GP Members) of Main Street Mezzanine Management, LLC, a Delaware limited liability company (the General Partner). |
Recitals: |
WHEREAS, the GP Members are parties to that certain Third Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of January 1, 2006 (the GP LLC Agreement): and |
WHEREAS, the GP Members own 100% of the Interests (as defined in the GP LLC Agreement) of the General Partner (the GP Interests): and |
WHEREAS, pursuant to the terms and conditions of this Agreement, Parent has proposed to issue shares of its common stock, par value $0.01 per share (the Shares), in exchange for all of the GP Interests (the Exchange); and |
WHEREAS, the GP Members desire to exchange their GP Interests for the Shares pursuant to this Agreement; and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the Merger Agreement) by and among Parent, MSCC Merger Sub, LLC, a Delaware limited liability company (Merger Sub), and Main Street Mezzanine Fund, LP, a Delaware limited partnership (the Fund). pursuant to which (i) Merger Sub will merge with and into the Fund, with the Fund continuing as the surviving entity and as a subsidiary of Parent whose sole limited partner will be Parent and whose sole general partner will be the General Partner, and (ii) the limited partners of the Fund (the Fund Limited Partners) will receive common stock of Parent on the terms set forth therein (collectively, the Merger); and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the transactions contemplated by that certain Exchange Agreement (the LA Exchange Agreement) by and among Parent and the members of Main Street Capital Partners, LLC, a Delaware limited liability company (the Investment Advisor), pursuant to which (i) Parent will acquire from the members of the Investment Advisor 100% of their equity interests in the Investment Advisor, and (ii) the members of the Investment Advisor will receive shares of common stock of Parent on the terms set forth therein (collectively, the IA Exchange); and |
WHEREAS, it is contemplated that these transactions will close concurrently with the closing of the initial public offering of shares of common stock by Parent in a firm-commitment underwritten offering (the Main Street IPO); and |
WHEREAS, it is contemplated that the issuance of common stock by Parent to the GP Members pursuant to this Agreement, to the Fund Limited Partners pursuant to the Merger Agreement and to the members of the Investment Advisor pursuant to the IA Exchange Agreement |
will be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the Securities Act) and/or Rule 506 thereunder; |
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and subject to and on the terms and conditions set forth herein, the parties hereby agree as follows: |
ARTICLE I THE EXCHANGE |
Section 1.1 The Exchange. |
(a) At the Effective Time (as defined below), in accordance with this Agreement, |
each GP Member agrees to exchange all of its GP Interests for such number of Shares equal to, on an |
aggregate basis, (i) $9,000,000 (the GP Valuation) divided by (ii) the initial public offering price |
per Share in the Main Street IPO (such Shares issuable to the GP Members in the Exchange, the |
Exchange Shares), and Parent agrees to issue the Exchange Shares to the GP Members in exchange |
for all of their GP Interests. The Exchange Shares will be allocated among the GP Members in |
proportion to their respective Ownership Percentages (as defined in the GP LLC Agreement) in the |
General Partner as of the Effective Time. As of the Effective Time, the GP Interests shall remain |
issued and outstanding and owned by Parent. |
(b) The number of Exchange Shares payable to any GP Member pursuant to the |
formula set forth above will be rounded to the nearest whole number. At the Effective Time, Parent |
will issue Exchange Shares to each GP Member in the amount determined in accordance with |
Section 1.1 (a) above, subject to such GP Members execution and delivery of a Subscription |
Agreement in the form attached hereto as Exhibit A. |
ARTICLE II CLOSING |
Section 2.1 Closing. The closing of the transactions contemplated hereby (the Closing) will take place at the offices of the parties, 1300 Post Oak Boulevard, Suite 800, Houston, Texas 77056, concurrently with the closing of the transactions contemplated by the Merger Agreement, the IA Exchange Agreement and the Main Street IPO, or at such other time and place as the parties mutually agree. For purposes of this Agreement, Closing Date means the date on which the Closing occurs. At the Closing, each GP Member will deliver to Parent a duly executed blank equity power and each GP Members spouse, if any, will deliver to Parent a duly executed Spousal Consent in the form attached hereto as Exhibit B (the Spousal Consent), and Parent will deliver to each GP Member the Exchange Shares to be issued to such GP Member pursuant to Section 1.1. |
Section 2.2 Effective Time. Upon the terms and conditions of this Agreement, the Exchange will become effective at the date and time at which the Merger becomes effective is herein referred to as the Effective Time. |
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE GP MEMBERS |
Each GP Member represents and warrants to Parent, severally and not jointly, as follows: Section 3.1 Authority. |
(a) Such GP Member has the legal capacity and requisite power and authority to |
enter into and perform its obligations under this Agreement and the transactions contemplated |
hereby. This Agreement has been duly executed and delivered by such GP Member. Assuming the |
valid authorization, execution and delivery of this Agreement by each other party to this Agreement, |
this Agreement and the transactions contemplated hereby are the valid and binding obligation of such |
GP Member, enforceable against such GP Member in accordance with its terms, except as |
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or the laws |
relating to or affecting creditors rights generally or by equitable principles. |
(b) As to such GP Members spouse, if any, (i) such spouse has the absolute and |
unrestricted right, power and capacity to execute and deliver and to perform such spouses |
obligations under the Spousal Consent being executed by such spouse and (ii) such Spousal Consent |
constitutes the legal, valid and binding obligation of such spouse, enforceable against such spouse in |
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, |
reorganization, moratorium, or the laws relating to or affecting creditors rights generally or by |
equitable principles |
Section 3.2 Ownership of GP Interests. Schedule 3.2 attached hereto accurately sets forth the class of Interests owned by such GP Member and the Ownership Percentage of such GP Member. Such GP Member has good and valid title to, and possesses full authority and legal right to sell, transfer and assign, its GP Interests, free of any liens, encumbrances or restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws. There are no claims pending or, the knowledge of such GP Member, threatened against such GP Member that concern or affect title to its GP Interests. |
Section 3.3 No Conflict. Neither the execution and delivery of this Agreement by such GP Member nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with any legal requirement or order of any court or governmental authority to which such GP Member is subject, or (ii) breach any provision of any contract to which such GP Member is a party. Except for any consents required to be obtained from the United States Small Business Administration (the SBA), such GP Member is not and will not be required to give any notice to or obtain any consent or approval from any person in connection with the execution and delivery of this Agreement or the consummation of the transactions under this Agreement. |
Section 3.4 Legal Proceedings; Orders. There are no legal proceedings or actions pending or, to the knowledge of such GP Member, threatened against such GP Member that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. There are no orders pending or, to the knowledge of such GP Member, threatened against such GP Member that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. |
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT |
Parent represents and warrants to each of the GP Members, as follows: |
Section 4.1 Organization and Good Standing, Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to conduct its business as it is now being conducted. |
Section 4.2 Authority. This Agreement constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Parent. |
Section 4.3 Valid Issuance of Exchange Shares. The Exchange Shares being issued hereunder have been duly and validly authorized, and will be duly and validly issued, fully paid and nonassessable after issuance and sale to the GP Members pursuant to this Agreement, and will be free of any liens, encumbrances or restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws. |
Section 4.4 No Conflict, Neither the execution and delivery of this Agreement by Parent nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with any legal requirement or order of any court or governmental authority to which Parent is subject, (ii) conflict with the Articles of Incorporation or Bylaws of Parent, or (iii) breach any provision of any contract to which Parent is a party. Except for any consents required to be obtained from the SBA, Parent is not and will not be required to give any notice to or obtain any consent or approval from any person in connection with the execution and delivery of this Agreement or the consummation of the transactions under this Agreement. |
Section 4.5 Legal Proceedings; Orders. There are no legal proceedings or actions pending or, to the knowledge of Parent, threatened against Parent that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. There are no orders pending or, to the knowledge of Parent, threatened against Parent that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. |
ARTICLE V CONDITIONS TO CLOSING |
Section 5.1 Mutual Conditions. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by such party): |
(a) Closing of Merger. The Merger must close concurrently with the closing of the transactions contemplated hereby. |
(b)
Closing of IA Exchange.
The IA Exchange must close concurrently with the
closing of the transactions contemplated hereby. |
(c) Closing of Main Street IPO. The Main Street IPO must close concurrently |
with the closing of the transactions contemplated hereby, |
(d) Approval of SBA. The SBA must have consented to the transactions |
contemplated by, and related to, this Agreement, the Merger Agreement, the IA Exchange |
Agreement and the Main Street IPO. |
Section 5.2 Conditions to Obligations of the GP Members. The obligations of the GP Members to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following condition (which may be waived in writing, in whole or in part, by the GP Members holding at least fifty percent (50%) of the GP Interests): |
(a) Representations and Warranties. The representations and warranties of Parent in Article IV must be true and correct in all material respects as of the Closing. |
Section 5.3 Conditions to Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following condition (which may be waived in writing, in whole or in part, by Parent): |
(a) Representations and Warranties. The representations and warranties of each of the GP Members in Article HI must be true and correct in all material respects as of the Closing. |
ARTICLE VI REGISTRATION COVENANT |
Section 6.1 Registration. |
(a) Reasonable Best Efforts to Register. Following the first anniversary of the |
Closing, Parent shall use its reasonable best efforts to file a registration statement with respect to the |
resale of all of the Exchange Shares, and to cause such registration statement to become effective, as |
soon as practicable following such first anniversary (the Exchange Shares to be registered, the |
Registered Shares); provided, however, that Parent will not be obligated to effect any such |
registration for such period of time, as, in the good faith judgment of the Board of Directors of |
Parent, such registration would be seriously detrimental to Parent and the Board of Directors of |
Parent concludes, as a result, that it is essential to defer the filing of such registration statement until |
such time as such registration would not be detrimental. In addition, Parent will use reasonable best |
efforts to cause the Exchange Shares to be listed on the Nasdaq Global Market or other securities |
exchange on which Parents common stock is then listed at such time that the resale of the Exchange |
Shares is registered. |
(b) Expenses. All Registration Expenses (as defined below) incurred in |
connection with any registration pursuant to Section 6.1 (a) above will be borne by the Parent. Any |
Selling Expenses (as defined below) relating to the Registered Shares will be borne by the holders of |
such securities pro rata on the basis of the number of shares of securities so registered on their behalf. |
For purposes of this Agreement, (i) Registration Expenses means all expenses incurred in effecting |
any registration pursuant to Section 6.1 (a) above, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for Parent, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration and reasonable fees and disbursements of one counsel for the GP Members as selling stockholders, but will not include (x) Selling Expenses and (y) the compensation of regular employees of the Parent, which will be paid in any event by the Parent, and (ii) Selling Expenses means any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of the Registered Shares and fees and disbursements of counsel for any GP Member (other than the fees and disbursements of one counsel for the GP Members included in Registration Expenses as set forth above). |
ARTICLE VII GENERAL PROVISIONS |
Section 7.1 Survival None of the representations and warranties, and no covenant to be performed prior to the Effective Time, set forth herein, shall survive the Effective Time. |
Section 7.2 Termination. By written notice, this Agreement may be terminated by either the GP Members holding at least fifty percent (50%) of the GP Interests, on the one hand, or Parent, on the other hand, if the Closing has not occurred on or before December 31, 2007. |
Section 7.3 Waiver. No failure to exercise, and no delay in exercising, on the part of any party, any privilege, any power or any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any privilege, right or power hereunder preclude further exercise of any other privilege, right or power hereunder. |
Section 7.4 Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement signed by the party to be charged with the amendment. This Agreement shall be amended by the parties if requested by the SBA to comply with SBA regulations, provided that no such amendment will change the total amount or allocation of the GP Valuation. |
Section 7.5 Assignment; Binding Effect; No Third Party Beneflciaries. This Agreement may not be assigned by any party without the prior written consent of the other parties. Subject to the foregoing, this Agreement will be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right under or with respect to this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section 7.5. |
Section 7.6 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. |
Section 7.7 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law provisions thereof. |
Section 7.8 Construction. The language used in the Agreement will be construed, in all cases, according to its fair meaning, and not for or against any party hereto. The parties acknowledge that each party has reviewed this Agreement and that rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be available in the interpretation of this Agreement. |
Section 7.9 Execution of Agreement; Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. |
Section 7.10 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and must be delivered (i) personally, (ii) by facsimile with confirmation of transmission by the transmitting equipment, or (iii) by certified or registered mail (postage prepaid, return receipt requested), and will be deemed given when so delivered personally or by facsimile, or if mailed, three (3) days after the date of mailing, to the addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): |
If to Parent: |
Main Street Capital Corporation 1300 Post Oak Boulevard, Suite 800 Houston, Texas 77056 Attn: Chief Executive Officer Facsimile: (713) 350-6042 |
If to a GP Member: |
the GP Member
1300 Post Oak Boulevard, Suite 800 Houston, Texas 77056 Facsimile: (713) 350-6042 |
[remainder of page intentionally left blank] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. |
PARENT: |
main street capital corporation |
By: Vincent Foster |
Name: VINCENT FOSTER |
Its: |
GP MEMBERS: |
Vincent D. Fost
Vincent D. Fost |
Todd A. Reppert
Todd A. Reppert |
David Magdol |
Curtis L. Hartman |
Dwayne L. Hyzak |
Robert M. Shuford |
[signature page to GP exchange agreement] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. |
PARENT: |
main street capital corporation |
By: Name:_ Its: |
GP MEMBERS: |
Vincent D. Foster |
Todd A. Reppert |
David Magdol
David Magdol |
Curtis L. Hartman |
Dwayne L. Hyzak |
Robert M. Shuford |
[signature page to GP exchange agreement] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. |
PARENT: |
main street capital corporation |
By:.
Name: Its: |
GP MEMBERS: |
Vincent D. Foster |
Todd A. Reppert |
David Magdol |
Curtis L. Hartman |
Curtis L. Hartman |
Dwayne L. Hyzak |
Robert M. Shuford |
[signature page to GP exchange agreement] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. |
PARENT: |
main street capital corporation |
By:. |
Name: |
Its: |
GP MEMBERS: |
Vincent D. Foster |
Todd A. Reppert |
David Magdol |
Curtis L. Hartman |
DwaynelHyzak |
DwaynelHyzak |
Robert M. Shuford |
[signature page to GP exchange agreement] |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. |
PARENT: |
main street capital corporation |
By:_
Name: Its: |
GP MEMBERS: |
Vincent D. Foster |
Todd A. Reppert |
David Magdol |
Curtis L. Hartman |
Dwayne L. Hyzak |
Robert M. Shuford
Robert M. Shuford |
[signature page to GP exchange agreement] |
Exhibit B Spousal Consent |
The undersigned spouse of Vincent Foster , a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement), by and among Main Street Capital Corporation, a Maryland corporation (Parent), and the members of Main Street Mezzanine Management, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its |
provisions my husband or wife, Vincent Foster, sells to Parent all of his or her
right, title and interest in the GP Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10 th day of May, 2007. |
Signature:
Margaret L. Foster
Print name: Margaret L. Foster |
Exhibit B Spousal Consent |
The undersigned spouse of TODD REPPERT , a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement), by and among Main Street Capital Corporation, a Maryland corporation (Parent), and the members of Main Street Mezzanine Management, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its provisions my husband or wife, Todd Reppert sells to Parent all of his or her right, title and interest in the GP Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any), |
Thus done and signed on the 10 th day of May, 2007. |
Signature: Anna Reppert |
Print name: ANNA REPPERT |
Exhibit B Spousal Consent |
The undersigned spouse of David Magdoc , a party to the Exchange Agreement dated as of May 10, 2007 (the Exchange Agreement), by and among Main Street Capital Corporation, a Maryland corporation (Parent), and the members of Main Street Mezzanine Management, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange^Agreement and I know its contents. I am aware that by its provisions my husband or wife, David magdoc , sells to Parent all of his or her right, title and interest in the GP Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10 th day of May, 2007. |
Signature : Danielle Magdoc |
Print name: DANIELLE MAGDOC |
Exhibit B Spousal Consent |
The undersigned spouse of Curtis L. Hartman a party to the Exchange Agreement dated as of May 10, 2007 (the Exchange Agreement), by and among Main Street Capital Corporation, a Maryland corporation (Parent), and the members of Main Street Mezzanine Management, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its provisions my husband or wife, Curtis L. Hartman sells to Parent all of his or her right, title and interest in the GP Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10 th day of May, 2007. |
Signature : Amy Hartman |
Print name: AMY HARTMAN |
Exhibit B Spousal Consent |
The undersigned spouse of Dwayne Hyzak a party to the Exchange |
Agreement dated as of May 10, 2007 (the Exchange Agreement), by and among Main Street Capital Corporation, a Maryland corporation (Parent), and the members of Main Street Mezzanine Management, LLC, a Delaware limited liability company, acknowledges on his or her own behalf that: |
I have read the Exchange Agreement and I know its contents. I am aware that by its provisions my husband or wife, Dwayne Hyzak , sells to Parent all of his or her right, title and interest in the GP Interests (as defined in the Exchange Agreement), including my community interest (if any) in it (the Property). I hereby consent to the sale, approve of the provisions of the Exchange Agreement, and agree that such Property and my interest in it (if any) are subject to the provisions of the Exchange Agreement and that I will take no action at any time to hinder the operation of the Exchange Agreement or such Property or my interest in it (if any). |
Thus done and signed on the 10 th day of May, 2007. |
Signature: Kristi Hyzak |
Print name: KRISTI HYZAK |