21ST CENTURY HOLDING COMPANY 6% SENIOR SUBORDINATED NOTE DUE SEPTEMBER 29, 2007
EXHIBIT
4.7
21ST
CENTURY
HOLDING COMPANY
6%
SENIOR
SUBORDINATED NOTE DUE SEPTEMBER 29, 2007
No.
__
September,
__, 2004
$
______________
FOR
VALUE
RECEIVED, the undersigned, 21STCENTURY
HOLDING COMPANY (herein called
the “Company”), a
corporation organized and existing under the laws of the State of Florida
,
hereby
promises to pay to _____________________ or
registered
assigns,
the principal sum of _____________________ ($________)
with
interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance
thereof at the rate of 6% per annum from the date hereof, payable quarterly
beginning on January
31, 2005.
This
Note
is one of a series of Senior Subordinated Notes (herein called the “Notes”)
issued pursuant
to the Unit Purchase Agreement, dated as of September 29, 2004 (as from time
to
time amended, supplemented or modified, the “Unit Purchase Agreement”), between
the Company and
the
respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of
this
Note will be deemed,
by
its
acceptance hereof, (i) to have agreed to the confidentiality provisions
set forth in Section 20 of the Unit Purchase Agreement and (ii) to have made
the
representations
set forth in Section 6 of the Unit Purchase Agreement.
This
Note
shall rank pari passu in terms of payment and shall be equal in priority to
the
6% Senior
Subordinated Note dated as of July 31, 2003 in the original principal amount
of
$7,500,000.
Payments
of principal of and interest on this Note are to be made, at the Company’s
option, inlawful
money of the United States of America or,
in
whole or
in part, by the issuance to the holder
hereof of Interest Shares, as defined in and in accordance with the Unit
Purchase Agreement.
This
Note
is a registered Note and, as provided in the Unit Purchase Agreement, upon
surrender of
this
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
▇▇▇▇▇▇'s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of,
the
transferee. Prior to due presentment for registration of transfer, the Company
may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment
and for all other purposes, and the Company will not be affected by any notice
to the contrary.
The
Company will make required prepayments of principal on the dates and in the
amounts specified
in the Unit Purchase Agreement. This Note is also subject to optional
prepayment, in whole
or
from time to time in part, at the times and on the terms specified in the Unit
Purchase Agreement,
but not otherwise.
If
an
Event
of Default, as defined in the Unit Purchase Agreement, occurs and is continuing,
the principal
of
this
Note
may be declared or otherwise become due and payable in the manner, at
the
price
and with the effect provided in the Unit Purchase Agreement.
Pursuant
to the Subsidiary Guarantee dated as of September 29, 2004 (the “Subsidiary
Guarantee”), certain subsidiaries of the Company have absolutely and
unconditionally guaranteed
payment in full of the principal of, and interest on this Note and the
performance by the
Company of all of its obligations contained in the Unit Purchase Agreement
all
as more fully set
forth
in said Subsidiary Guarantee.
This
Note
shall be construed and enforced in accordance with, and the rights of the
Company and
the
holder hereof shall be governed by, the law of the State of Florida, excluding
the choice-of-law
principles of such state that would require the application of the laws of
a
jurisdiction other
than such state.
| 21ST CENTURY HOLDING COMPANY | ||
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| By: | ||
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, |
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| Chief Executive Officer | ||