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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/12/15 Cyanotech Corp 10-Q 9/30/15 63:4.7M RDG Filings/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 546K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 127K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 40K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 143K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 89K 6: EX-4.5 Instrument Defining the Rights of Security Holders HTML 94K 7: EX-4.6 Instrument Defining the Rights of Security Holders HTML 91K 8: EX-4.7 Instrument Defining the Rights of Security Holders HTML 87K 9: EX-4.8 Instrument Defining the Rights of Security Holders HTML 79K 10: EX-4.9 Instrument Defining the Rights of Security Holders HTML 56K 14: EX-99.1 Miscellaneous Exhibit HTML 146K 11: EX-31.1 Certification -- §302 - SOA'02 HTML 29K 12: EX-31.2 Certification -- §302 - SOA'02 HTML 29K 13: EX-32 Certification -- §906 - SOA'02 HTML 21K 44: R1 Document And Entity Information HTML 44K 35: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 99K 42: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 32K (Parentheticals) 46: R4 Condensed Consolidated Statements of Operations HTML 70K (Unaudited) 58: R5 Condensed Consolidated Statements of Cash Flows HTML 113K (Unaudited) 36: R6 Note 1 - Basis of Presentation HTML 33K 41: R7 Note 2 - Inventories HTML 37K 32: R8 Note 3 - Equipment and Leasehold Improvements, Net HTML 44K 27: R9 Note 4 - Accrued Expenses HTML 31K 59: R10 Note 5 - Long-term Debt HTML 51K 48: R11 Note 6 - Operating Leases HTML 34K 47: R12 Note 7 - Share-based Compensation HTML 113K 52: R13 Note 8 - Income Taxes HTML 28K 53: R14 Note 9 - Earnings Per Share HTML 83K 51: R15 Note 2 - Inventories (Tables) HTML 32K 54: R16 Note 3 - Equipment and Leasehold Improvements, Net HTML 41K (Tables) 43: R17 Note 4 - Accrued Expenses (Tables) HTML 29K 45: R18 Note 5 - Long-term Debt (Tables) HTML 45K 50: R19 Note 6 - Operating Leases (Tables) HTML 29K 63: R20 Note 7 - Share-based Compensation (Tables) HTML 106K 56: R21 Note 9 - Earnings Per Share (Tables) HTML 76K 38: R22 Note 2 - Inventories (Details Textual) HTML 25K 49: R23 Note 2 - Components of Inventory (Details) HTML 34K 40: R24 Note 3 - Equipment and Leasehold Improvements, Net HTML 27K (Details Textual) 24: R25 Note 3 - Estimated Useful Lives (Details) HTML 28K 57: R26 Note 3 - Components of Equipment and Leasehold HTML 35K Improvements (Details) 60: R27 Note 4 - Components of Accrued Expenses (Details) HTML 30K 29: R28 Note 5 - Long-term Debt (Details Textual) HTML 77K 28: R29 Note 5 - Summary of Long-Term Debt (Details) HTML 29K 30: R30 Note 5 - Future Payments (Details) HTML 31K 31: R31 Note 6 - Summary of Future Minimum Lease Payments HTML 38K under Non-Cancelable Operating Leases (Details) 33: R32 Note 7 - Share-based Compensation (Details HTML 57K Textual) 23: R33 Note 7 - Shares Authorized, Available for Future HTML 32K Grant and Outstanding Under Each Plan (Details) 55: R34 Note 7 - Summary of Option Activity Under Stock HTML 55K Plans (Details) 37: R35 Note 7 - Summary of Non-Vested Options (Details) HTML 30K 39: R36 Note 7 - Summary of the Weighted-Average HTML 53K Characteristics of Outstanding Stock Options (Details) 25: R37 Note 7 - Summary of Valuation Assumptions Related HTML 34K to Options Granted (Details) 62: R38 Note 8 - Income Taxes (Details Textual) HTML 27K 21: R39 Note 9 - Earnings Per Share (Details Textual) HTML 21K 34: R40 Note 9 - Summary of Reconciliations between the HTML 42K Numerator and the Denominator of the Basic and Diluted Earnings Per Share Computations (Details) 61: XML IDEA XML File -- Filing Summary XML 93K 22: EXCEL IDEA Workbook of Financial Reports XLSX 44K 15: EX-101.INS XBRL Instance -- cyan-20150930 XML 882K 17: EX-101.CAL XBRL Calculations -- cyan-20150930_cal XML 121K 18: EX-101.DEF XBRL Definitions -- cyan-20150930_def XML 665K 19: EX-101.LAB XBRL Labels -- cyan-20150930_lab XML 623K 20: EX-101.PRE XBRL Presentations -- cyan-20150930_pre XML 700K 16: EX-101.SCH XBRL Schema -- cyan-20150930 XSD 114K 26: ZIP XBRL Zipped Folder -- 0001437749-15-020629-xbrl Zip 81K
Exhibit 4.7
Form 4279-3 |
UNITED STATES DEPARTMENT OF AGRICULTURE |
FORM APPROVED |
(Rev. 07-05) |
RURAL DEVELOPMENT |
OMB NO. 0570-0017 |
CONDITIONAL COMMITMENT
(Business and Industry and Section 9006 Program)
TO: Lender |
Case No. |
PACIFIC RIM BANK | 61-005-600267157 |
Lender's Address |
State |
TWO WATERFRONT PLAZA 500 ALA MOANA BLVD., #2A | HAWAII |
HONOLULU HI 96813-4920 | |
Borrower |
Principal Amount of Loan |
CYANOTECH CORPORATION & NUTREX HAWAII, INC. | $2,500,000.00 |
From an examination of information supplied by the Lender and other relevant information, it appears that the transaction can properly be completed.
Therefore, the United States of America acting through the United States Department of Agriculture (USDA) hereby agrees that, in accordance with applicable provisions of the regulations, it will execute Form 4279-5, "Loan Note Guarantee," subject to the conditions and requirements specified in the regulations and herein.
The Loan Note Guarantee fee payable by the lender to USDA will be the amount as specified in the regulations on the date of this Conditional Commitment for Guarantee. The interest rate for the loan is WSJ PRIME + 2.0; 6.0% FLOOR % 1/. If a variable rate is used, it must be tied to a base rate agreed to by the Lender and USDA which cannot change more often than quarterly and must be published periodically in a financial publication specifically agreed to by the Lender and Borrower.
A Loan Note Guarantee will not be issued until the Lender certifies that there has been no adverse change in the Borrower's financial condition, nor any other adverse change in the borrower's condition, for any reason, during the period of time from USDA's issuance of this Conditional Commitment for Guarantee to issuance of the Loan Note Guarantee regardless of the cause or causes of the change and whether the cause or causes of the change were within the Lender's or Borrower's control. The Lender's certification must address all adverse changes and be supported by financial statements of the Borrower and its guarantors executed not more than 60 days before the time of certification. As used in this paragraph only, the term "Borrower" includes any parent, affiliate, or subsidiary of the Borrower.
In the event of the Government's failure to issue a guarantee in a situation where it is found to be in breach, the other party's remedy is limited to a suit for the guaranteed portion of principal and interest which ultimately remains unpaid.
This agreement becomes null and void unless the conditions are accepted by the Lender and Borrower within 60 days from the date of issuance by USDA.
Except as set out below, the purposes for which the loan funds will be used and the amounts to be used for such purposes are set out in the Application for Loan Guarantee. Once this instrument is executed and returned to USDA no major change of conditions or approved loan purpose as listed on the forms will be considered. Additional Conditions and Requirements including Source and Use of Funds: 2/
If the conditions set forth in this commitment are not met within 120 days from the date of this commitment, USDA reserves the right to discontinue the processing of the application and terminate its commitment. If USDA decides to terminate this commitment USDA will provide the Lender a written notice at least 14 days prior to termination. J1.
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UNITED STATES OF AMERICA |
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By |
/s/ Denise M. Oda |
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Date: | 04-14-2015 | Business Programs Director | |||
(Title) |
According to the Paperwork Reduction Act of 1995, no persons are required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0575●0170. the time required to complete this information is estimated to average 15 minutes per response, including the lime for reviewing instructions, searching existing data sources, ga1hering and maintaining the data needed, and completing and reviewing the collection of information.
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Position] |
Form 4279-3 (Rev 07-05) |
ACCEPTANCE OF CONDITIONS
To: USDA4/
RURAL DEVELOPMENT Federal Bldg., Rm. 311
154 Waianuenue Avenue
The conditions of this Conditional Commitment for Guarantee including attachments are acceptable and the undersigned intends to proceed with the loan transaction and request issuance of a Loan Note Guarantee within days.
PACIFIC RIM BANK | |||
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(Name of Lender) |
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Date: April 16, 2015 |
By: /s/ Signature not legible |
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Date: April 14, 2015 Its EVP Its CFO NUTREX HAWAII, INC.
CYANOTECH CORPORATION
By: /s/ Gerald Cysewski /s/ Jole Deal
Date: April 14, 2015
By: /s/ Gerald Cysewski /s/ Jole Deal
Its EVP Its CFO
1/ |
Insert fixed interest rate or, if authorized by regulations, variable interest rate followed by a "V" and the appropriate loan subsidy rate, if applicable. |
2/ |
Insert any additional conditions or requirements in this space or on an attachment referred to in this space; otherwise, insert "NONE". |
3/ |
USDA will determine and insert the date by which conditions should be met. |
4/ |
Return completed and signed copy of this form to USDA issuing office. |
Attachment to Form RD 4279-3, "Conditional Commitment" CYANOTECH CORPORATION & NUTREX HAWAII, INC. Case Number: 61-005-600267157
$2,500,000 Business & Industry (B&I) Guaranteed Loan
Approval Date: 04/06/15
LOAN PURPOSE:
1. |
The purpose of the loan is to provide working capital for a commercial property located at 73-860 Makako Bay Drive, Kailua-Kona, Hawaii 96740. Funds will be used for working capital, and fees & costs associated with this loan. Upon final disbursement of loan funds, a copy of the lender's detailed loan settlement must be provided to Rural Development as evidence that all funds were disbursed in amounts and for purposes outlined above. |
PERCENTAGE OF GUARANTEE:
2. |
An 80% guarantee will be issued after any development work is completed and the terms of this Conditional Commitment have been met. INTEREST RATE AND TERM: |
RENEWAL FEE:
COLLATERAL:
5. |
This loan is to be secured by a second mortgage or deed of trust (including assignment of rents) on the borrower's leasehold interest in the land and improvements located on a 90.067-acre commercial property at 73-860 Makako Bay Drive, Kailua-Kona, Hawaii 96740. The lender is to secure a transferable assignment of the lessor's ground lease. The term of the borrower's leasehold interest must exceed the term of the B&I loan. |
Last Updated: July 11, 2014
Conditional Commitment Attachment
There are to be no construction or mechanics liens against the security.
The lender will not require compensating balances or other collateral as a means of eliminating the lender's exposure for the unguaranteed portion of the loan. The entire loan will be secured by the same security with equal lien priority for the guaranteed and unguaranteed portions of the loan. The unguaranteed portion of the loan will neither be paid first nor given any preference or priority over the guaranteed portion.
GUARANTOR(S):
6. |
CYANOTECH CORPORATION & NUTREX HAWAII, INC. is to have full liability for the loan. INSURANCE: |
Key person life insurance is not required. EQUITY:
LOAN AGREEMENT:
9. |
A loan agreement between the lender and borrower will be executed which conforms to RD Instruction 4279-B, § 4279.161(b)(ll). |
b. |
All personal and commercial guarantors of this loan must provide annual financial statements to the lender within 90 days of guarantor's fiscal or calendar yearend. |
Conditional Commitment Attachment
c. |
The borrower will refrain from co-signing or otherwise becoming liable for obligations or liabilities of others. |
h. |
Borrower shall not enter into any merger or consolidation or sell the business without prior written concurrence of the lender. |
ENVIRONMENTAL:
APPRAISAL:
Conditional Commitment Attachment
LOAN GUARANTEE CLOSING:
13. |
Coincident with, or immediately after loan closing, and prior to issuance of the guarantee, the lender will provide Rural Development with the following: |
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a. |
A guarantee fee of$60,000 (= $2,500,000 x 80% x 3%) made payable to the U.S. Treasury and Form RD 1980-19, "Guaranteed Loan Closing Report." |
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b. |
This guarantee will be governed by the previously executed RD Form 4279-4, "Lender's Agreement," dated March 27, 2012. |
c. |
A copy of the executed Loan Agreement that contains any continuing loan conditions set forth by the Agency in this Conditional Commitment. |
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d. |
A copy of the executed Promissory Note(s). |
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e. |
A copy of the executed Settlement Statement. |
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f. |
Original, executed Forms RD 4279-14, "Unconditional Guarantee," as required; |
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g. |
Original, executed Forms AD-3031, "Assurance Regarding Felony Conviction or Tax Delinquent Status for Corporate Applicants," for both the lender and borrower. |
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h. |
Written lender certification in accordance with RD Instruction 4279-B, § 4279.181. |
Conditional Commitment Attachment
18. |
CYANOTECH CORPORATION & NUTREX HAWAII, INC., by accepting Form 4279-3, "Conditional Commitment," certifies that it is not delinquent on any Federal debt, including tax debt. |
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This ‘10-Q’ Filing | Date | Other Filings | ||
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Filed on: | 11/12/15 | None on these Dates | ||
For Period end: | 9/30/15 | |||
4/16/15 | ||||
4/14/15 | ||||
7/11/14 | ||||
3/27/12 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/27/23 Cyanotech Corp. 10-K 3/31/23 89:8.7M RDG Filings/FA 6/22/22 Cyanotech Corp. 10-K 3/31/22 86:8.1M RDG Filings/FA 6/22/21 Cyanotech Corp. 10-K 3/31/21 92:8M RDG Filings/FA |