Senior Subordinated Promissory Note Sample Contracts

Vince Holding Corp. – AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (September 24th, 2013)

This AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this Amendment) is made and entered into as of this 19th day of July, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the Maker) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (the Payee).

Vince Holding Corp. – AGREEMENT REGARDING AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (September 24th, 2013)

This AGREEMENT REGARDING AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this Agreement) is made and entered into as of this 28th day of December, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the Maker) and Sun Kellwood Finance, LLC, a Delaware limited liability company (the Payee).

Vince Holding Corp. – AGREEMENT REGARDING AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (September 24th, 2013)

This AGREEMENT REGARDING AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this Agreement) is made and entered into as of this 28th day of December, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the Maker) and SCSF Kellwood Finance, LLC, a Delaware limited liability company (the Payee).

Vince Holding Corp. – AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (September 24th, 2013)

This AMENDMENT No. 1 to SENIOR SUBORDINATED PROMISSORY NOTE (this Amendment) is made and entered into as of this 19th day of July, 2012, by and between Kellwood Holding Corp., a Delaware corporation (the Maker) and Sun Kellwood Finance, LLC, a Delaware limited liability company (the Payee).

Vince Holding Corp. – Contract (September 24th, 2013)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.

Vince Holding Corp. – Contract (September 24th, 2013)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.

Heatwurx, Inc. – Senior Subordinated Promissory Note (November 14th, 2012)

FOR VALUE RECEIVED, the undersigned, HEATWURXAQ, INC., a Delaware corporation (the Company), hereby promises to pay to the order of RICHARD GILES (the Holder), the principal sum of ONE MILLION DOLLARS (US $1,000,000), payable as set forth below.

Quantum Fuel Systems Technologies – Senior Subordinated Promissory Note (August 24th, 2011)

FOR VALUE RECEIVED, Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), hereby promises to pay to [*] or registered assigns ("Holder") the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration or otherwise (in each case in accordance with the terms hereof) and the accrued interest ("Interest") on any outstanding Principal at the Interest Rate (as defined below), from August 23, 2011 (the "Issuance Date") until the same becomes due and payable in accordance with the terms hereof). This Senior Subordinated Promissory Note (this "Note" and such other Senior Subordinated Promissory Notes, the "Additional Notes") is one of an issue of Senior Subordinated Promissory Notes issued pursuant to the Note and Warrant Purchase Agreement (as defined below) (collectively, the "Notes").

Quantum Fuel Systems Technologies – Quantum Fuel Systems Technologies Worldwide, Inc. Senior Subordinated Promissory Note (May 20th, 2011)

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY SUBORDINATED CREDITOR IN FAVOR OF WB QT, LLC, DATED AS OF MAY 9, 2011.

Quantum Fuel Systems Technologies – Quantum Fuel Systems Technologies Worldwide, Inc. Senior Subordinated Promissory Note (May 11th, 2011)

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY SUBORDINATED CREDITOR IN FAVOR OF WB QT, LLC, DATED AS OF MAY 9, 2011.

Form of 12% Senior Subordinated Secured Promissory Note Issued by the Company to Costa Brava Senior Subordinated Promissory Note (March 21st, 2011)

FOR VALUE RECEIVED, IRVINE SENSORS CORPORATION, a Delaware corporation (the Company), hereby promises to pay to Costa Brava Partnership III L.P. or its registered assigns (Holder) the amount set out above opposite the caption the Principal (as such amount may be increased or reduced from time to time pursuant to the terms hereof, whether through the payment of PIK Interest (as defined below) or through redemption or otherwise, the Principal) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case, in accordance with the terms hereof) and to pay Interest (as defined below) on the outstanding Principal at the rates, in the manner and at the times set forth herein. This Senior Subordinated Promissory Note (including all Senior Subordinated Promissory Notes issued in exchange, transfer or replacement hereof, this Note) is one of an issue of Senior Subordinated Promissory Notes, each on substantially the same terms as this Note, in an

Contract (November 9th, 2010)

THIS NOTE WAS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" FOR U.S. FEDERAL INCOME TAX PURPOSES. CORNERSTONE ONDEMAND, INC. WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO MATURITY, AMOUNT OF ORIGINAL ISSUE DISCOUNT AND, AS APPROPRIATE, THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE OF THIS NOTE, UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED TO CORNERSTONE ONDEMAND, INC. AT 1601 CLOVERFIELD BLVD., SUITE 620, SANTA MONICA, CA 90404.

Quantum Fuel Systems Technologies – Senior Subordinated Promissory Note (October 19th, 2010)

FOR VALUE RECEIVED, Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), hereby promises to pay to [*] or registered assigns ("Holder") the amount set out above as the Principal (as reduced pursuant to the terms hereof or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration or otherwise (in each case in accordance with the terms hereof) and the accrued interest ("Interest") on any outstanding Principal at the Interest Rate (as defined below), from October 13, 2010 (the "Issuance Date") until the same becomes due and payable in accordance with the terms hereof). This Senior Subordinated Promissory Note (, this "Note" and such other Senior Subordinated Promissory Notes, the "Additional Notes") is one of an issue of Senior Subordinated Promissory Notes issued pursuant to the Note and Warrant Purchase Agreement (as defined below) (collectively, the "Notes").

New Century Transportation – The Securities Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933, as Amended, and Have Been Acquired for Investment and Not With a View To, or in Connection With, the Sale or Distribution Thereof. No Such Sale or Distribution May Be Effected Without an Effective Registration Statement Related Thereto or an Opinion of Counsel in a Form Satisfactory to the Company That Such Registration Is Not Required Under the Securities Act of 1933, as Amended. (August 11th, 2010)

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: NEW CENTURY TRANSPORTATION, INC., 45 EAST PARK DRIVE, WESTAMPTON, NEW JERSEY 08060, ATTENTION: HENRY J. MUHLSCHLEGEL AND BRIAN FITZPATRICK.

Allonge to Amended and Restated Senior Subordinated Promissory Note A (April 1st, 2009)

THIS ALLONGE TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE A (this Allonge) is made and entered into as of the 30th day of March, 2009, by and between ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. and d/b/a Argyle Security USA (successor-by-merger to ISI Security Group, Inc., an unrelated entity) (the Borrower), and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a Delaware limited partnership (the Holder).

Allonge to Third Amended and Restated Senior Subordinated Promissory Note (April 1st, 2009)

THIS ALLONGE TO THIRD AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE (this Allonge) is made and entered into as of the 30th day of March, 2009, by and between ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. and d/b/a Argyle Security USA (successor-by-merger to ISI Security Group, Inc., an unrelated entity) (the Borrower), and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a Delaware limited partnership (the Holder).

Goldleaf Financial Solutions, Inc. – Convertible Senior Subordinated Promissory Note (May 12th, 2008)

This Convertible Senior Subordinated Promissory Note (this Note) is one of a series of $7,000,000 in convertible senior subordinated promissory notes (together with the Note, the Notes) issued pursuant to, and is entitled to the benefits of the provisions of, that certain Agreement and Plan of Merger, dated as of January 17, 2008 (the Merger Agreement), by and among the Company, GLF Sub, Inc. and Alogent Corporation. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.

Secured Senior Subordinated Promissory Note (May 6th, 2008)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY TO THE EXTENT THAT SUCH ACT APPLIES TO A TRANSFER OR DISPOSAL, NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Santa Fe Gold Corp – Santa Fe Gold Corporation 10% Convertible Senior Subordinated Promissory Note (November 1st, 2007)

FOR VALUE RECEIVED, the undersigned, Santa Fe Gold Corporation, a Delaware corporation (the Company), with its principal offices located at 1128 Pennsylvania NE, Suite 200, Albuquerque, New Mexico 87110 promises to pay to the order of __________________________________________________ (the Holder) or its assigns, at _____________________________________, the amount of _____________________________DOLLARS ($___________) (the Original Principal Amount) in legal and lawful money of the United States of America, together with interest (calculated on the basis of a 360-day year) on the Unpaid Principal Balance (as herein defined) from the date of this note (the Note) until maturity at the rate of ten percent (10%) per annum. All past due principal and interest will bear interest at the Maximum Rate (as herein defined).

Secured Senior Subordinated Promissory Note (September 19th, 2007)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY TO THE EXTENT THAT SUCH ACT APPLIES TO A TRANSFER OR DISPOSAL, NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Patrick Industries, Inc. – The Security Represented Hereby Has Not Been Registered Under the Securities Act of 1933, as Amended (The Act), or Applicable State Securities Laws, and May Not Be Offered or Sold in the Absence of an Effective Registration Statement Under the Act and Such State Securities Laws, or an Exemption From Registration Thereunder. (May 24th, 2007)

THIS NOTE IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED THE DATE HEREOF BETWEEN THE INITIAL HOLDER OF THIS NOTE AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND NO PAYMENTS HEREON MAY BE MADE, OR ACTIONS TAKEN TO ENFORCE THIS NOTE, IN VIOLATION OF SUCH SUBORDINATION AGREEMENT.

TUT Systems – Tut Systems, Inc. 8% Convertible Senior Subordinated Promissory Note Due August 22, 2009 (August 24th, 2006)

THIS NOTE is one of a series of duly authorized and issued notes of Tut Systems, Inc., a Delaware corporation (the Company), designated as its 8% Convertible Subordinated Promissory Notes due August 22, 2009 in the original aggregate principal amount of Seven Million dollars ($7,000,000) (collectively, the Notes and each Note comprising the Notes, a Note).

Senior Subordinated Promissory Note (November 14th, 2005)

FOR VALUE RECEIVED, Avatech Solutions, Inc., a Delaware corporation (Borrower), hereby unconditionally promises to pay to the order of W. James Hindman, a Maryland resident (Lender), in lawful money of the United States of America and in immediately available funds, the principal sum of $902,168.80 and any unpaid accrued interest thereon, as set forth below.

Healthessentials Solutions Inc – Contract (September 3rd, 2004)

THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON JUNE , 2004 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF SUCH SECURITY IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF JUNE 10, 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME, BY AND AMONG THE ISSUER (THE COMPANY) AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE.

Senior Subordinated Promissory Note (May 17th, 2004)

FOR VALUE RECEIVED, Avatech Solutions, Inc., a Delaware corporation (Borrower), hereby unconditionally promises to pay to the order of W. James Hindman, a Maryland resident (Lender), in lawful money of the United States of America and in immediately available funds, the principal sum of $902,168.80 and any unpaid accrued interest thereon, as set forth below.

Security Capital/De -Cl A – Senior Subordinated Promissory Note (January 16th, 2004)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Contract (December 9th, 2003)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Cabletel Communications Corp – Cabletel Announces Expectation of Lower Revenues and Net Loss for Second Quarter Also Announces Restructuring Initiative, Including Efforts to Renegotiate Payment Terms of Senior Subordinated Promissory Note Terms With Major Supplier (August 6th, 2003)

MARKHAM, Ontario, August 1, 2003 Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading distributor of broadband equipment to the Canadian television and telecommunications industries, announced that, for its second quarter ended June 30, 2003, it anticipated reporting lower revenues of approximately CDN $9 million, compared to CDN $15 million reported in the same second quarter of 2002 and CDN $11 million for the first quarter of 2003. In addition, the Company announced that for the quarter ended June 30, 2003, it anticipated reporting an increased net loss and that it expects to take a restructuring charge, the total amount of which has not yet been determined. The Company attributed its lower revenues and increased net loss to continued weakness in the cable and satellite sector. The Company is due to release its second quarter results on or about August 15, 2003.

Senior Subordinated Promissory Note (August 21st, 2002)
Asche Transportation Svcs – Senior Subordinated Promissory Note (March 30th, 1998)
Asche Transportation Svcs – Senior Subordinated Promissory Note (March 30th, 1998)
Asche Transportation Svcs – Senior Subordinated Promissory Note (March 30th, 1998)