IMPERIAL INDUSTRIES, INC.
8% Subordinated Debenture
Due October , 2001
$__________________ No. DB____________
November , 1998
IMPERIAL INDUSTRIES, INC., a corporation organized under the laws of
the State of Delaware (the "Company"), for value received, hereby promises to
pay to _______________________ with an address at _______________________ or
registered assigns (the "Payee" or "Holder") upon due presentation and
surrender of this Debenture, on November , 2001 (the "Maturity Date"), the
principal amount of _____________________________ ($__________) and accrued
interest thereon as hereinafter provided.
This debenture was issued by the Company pursuant to a certain
Registration Statement on Form S-4, as amended (File No. 333- ), filed under
the Securities Act of 1933, as amended (the "Act"), as declared effective by
the Securities and Exchange Commission (the "Commission") on September , 1998
(together with the Appendices and Exhibits thereto, and the Proxy
Statement/Prospectus included therein, the "Registration Statement") relating
to a Special Meeting of the Stockholders of the predecessor of the Company and
the related offering by the Company of shares of common stock, $.01 par value
per share ("Common Stock") and 8% subordinated debentures (the "Debentures").
The holders of such Debentures are referred to hereinafter as the "Holders."
ARTICLE I
PAYMENT OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT; RECORD DATE
1.1 General. Payment of the principal on this Debenture shall be made
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.
Interest (computed on the basis of a 360-day year of twelve 30-day months) on
the unpaid portion of said principal amount from time to time outstanding
shall be paid by the Company at the rate of eight percent (8%) per annum (the
"Stated Interest Rate"), in like coin and currency, payable to the Payee in
twelve (12) month intervals on each July 1 during the term of this Debenture
(commencing July 1, 1999) (an "Interest Payment Date") and on the Maturity
Date. Both principal hereof and interest thereon are payable at the Holder's
address above or such other address as the Holder shall
designate from time to time by written notice to Continental Stock Transfer
and Trust Company (the "Transfer Agent"), the transfer agent for the
Debentures. The Company will pay or cause to be paid all sums becoming due
hereon for principal and interest by check sent to the Holder's above address
or to such other address as the Holder may designate for such purpose from
time to time by written notice to the Transfer Agent, without any requirement
for the presentation of this Debenture or making any notation thereon except
that the Holder hereof agrees that payment of the final amount due shall be
made only upon surrender of this Debenture to the Company for cancellation.
Prior to any sale or other disposition of this instrument, the Holder hereof
agrees to endorse hereon the amount of principal paid hereon and the last date
to which interest has been paid hereon and to notify the Company of the name
and address of the transferee.
1.2. Record Date. The Company will pay interest on this Debenture to
the Holder of this Debenture at the close of business on the June 15 next
preceding the interest payment date.
1.3 Nature of Debentures. The Debentures are general, unsecured
obligations of the Company. The Company is not limited in the amount of Debt
(as hereinafter defined), secured or unsecured, including Senior Debt (as
hereinafter defined), which it may incur.
ARTICLE 2
SUBORDINATION
2.1 Subordination to Senior Debt. The Company, for itself, its
successors and assigns, covenants and agrees, and the Payee and each
successive Holder by acceptance of this Debenture likewise covenants and
agrees, that the payment of the principal of and interest on this Debenture is
subordinated in right of payment to the payment of all existing and future
Senior Debt (as hereinafter defined) of the Company. "Senior Debt" means the
principal of (and premium, if any) and interest on (including interest
accruing after the filing of a petition initiating any proceeding pursuant to
any Bankruptcy Law (as defined in Section 7.1 below), but only to the extent
allowed or permitted to the holder of such Debt against the bankruptcy or
other insolvency estate of the Company in such proceeding) and fees, expenses,
reimbursement obligations, indemnity obligations and other amounts due on or
in connection with any Debt incurred, assumed or guaranteed by the Company,
whether outstanding on the date of the issuance of the Debentures or
thereafter incurred, assumed or guaranteed and all deferrals, renewals,
extensions and refundings
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of, or amendments, modifications or supplements to, any such Debt; provided,
however, that the following will not constitute Senior Debt: (a) any Debt if
the instrument creating the same or evidencing the same or pursuant to which
the same is outstanding expressly provides (i) that such Debt shall not be
senior in right of payment to the Debentures, or (ii) that such Debt shall be
subordinated to any other Debt of the Company, unless such instrument
expressly provides that such Debt shall be senior in right of payment to the
Debentures; (b) any Debt of the Company in respect of the Debentures; and (c)
any Debt representing the redemption price of any preferred stock.
2.2 Debt. "Debt" means with respect to any person at any date,
without duplication, (i) all obligations of such person for borrowed money,
(ii) all obligations of such person evidenced by bonds, debentures, notes or
other similar instruments, other than any account payable or other accrued
current liability or obligation incurred in the ordinary course of business in
connection with the obtaining of materials or services, (iii) all obligations
of the kinds set forth in (i) and (ii) above of others secured by a lien on
any asset of such person, whether or not such obligation is assumed by such
person, (iv) all obligations of such person with respect to letters of credit
(or local guaranties, as applicable) or bankers' acceptances issued for the
account of such person or with respect to interest rate protection agreements
or currency exchange or purchase agreements, (v) all obligations of such
person in respect to leases of such person as lessee which, in conformity with
generally accepted accounting principles, are required to be accounted for as
capitalized lease obligations on the balance sheet of such person, (vi) all
obligations of such person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such person and all obligations
of such person under any title retention agreement, and (vii) all obligations
of the kind set forth in (i), (ii), (iv), (v) or (vi) above of others for the
payment of which such person is responsible or liable as obligor or guarantor.
2.3 Default. The Company may not pay principal or interest on the
Debentures and may not acquire, redeem or retire any Debentures for cash or
property other than capital stock of the Company if (i) a default on Senior
Debt occurs and is continuing that permits holders of Senior Debt to
accelerate its maturity, and (ii) the default is the subject of judicial
proceedings or the Company receives notice of a default from a holder of the
Senior Debt. The Company may resume payments on the Debentures and may
acquire, redeem or retire them when (A) the default is cured or waived, or (B)
120 days have passed after the notice of
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default is given by the holder of the Senior Debt if the default
is not the subject of judicial proceedings.
2.4 Liquidation; Dissolution; Bankruptcy. Upon any distribution to
creditors of the Company in a liquidation or dissolution of the Company or in
a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property (i) holders of Senior Debt shall be
entitled to receive payment in full in cash of the principal of and interest
to the date of payment on the Senior Debt before Holders shall be entitled to
receive any payment of principal of or interest on the Debentures and (ii)
until the Senior Debt is paid in full in cash, any distribution to which the
Holder would be entitled but for this Article 2 shall be made to holders of
Senior Debt as their interests may appear, except that Holders may receive
securities that are subordinated to Senior Debt to at least the same extent as
the Debentures.
2.5 Acceleration of Debentures. If payment of the Debentures is
accelerated because of an Event of Default as defined in Article 7 hereof, the
Company shall promptly notify holders of Senior Debt of the acceleration. The
Company may pay the Debentures when 120 days have passed after the
acceleration occurs if this Article 2 permits the payment at such time.
2.6 Subrogation. Subject to the payment in full of all Senior Debt
and until the Debentures are paid in full, Holders shall be subrogated to the
rights of the holders of the Senior Debt to receive distributions applicable
to Senior Debt. A distribution made under this Article 2 to holders of Senior
Debt which would otherwise have been made to Holders is not, as between the
Company and the Holders, a payment by the Company on this Debenture
2.7 Relative Rights. This Article 2 defines the relative rights of
the Holder, as a holder of a general, unsecured indebtedness of the Company,
and the holders of Senior Debt. Nothing in this Debenture shall: (i) impair,
as between the Company and the Holder, the obligation of the Company to pay
principal and interest on this Debenture in accordance with its terms; (ii)
affect the relative rights of the Holder, as a holder of a general, unsecured
indebtedness of the Company, and creditors of the Company other than the
holders of Senior Debt; or (iii) prevent any Holder from exercising its
available remedies upon an Event of Default, subject to the rights of holders
of Senior Debt to receive distributions otherwise payable to the Holders.
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2.8 Article 2 Subordination Not Designed to Prevent Events of
Default. The failure of the Company to make a payment on account of principal
and interest on this Debenture by reason of any provision of this Article 2
shall not be construed as preventing the occurrence of an Event of Default
under Article 7 hereof.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1 The Company represents and warrants to the Holder that the
Company:
(a) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware;
(b) has all requisite power and authority and all necessary
licenses and permits to own and operate its properties and to carry on its
business as now conducted and as presently proposed to be conducted;
(c) is duly licensed or qualified and is in good standing as
a foreign corporation in each jurisdiction wherein the nature of the business
transacted by it or any of its subsidiaries or the nature of the property
owned or leased by it or any of its subsidiaries, makes such licensing or
qualification necessary, except for those jurisdictions in which the failure
so to qualify would not have a material adverse effect on the Company taken as
a whole;
(d) the Company has all requisite power and authority to
execute, deliver and perform its obligations under this Debenture. This
Debenture has been duly and validly authorized, executed and delivered by the
Company and is a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the rights of creditors generally;
(e) except as otherwise described in the Registration
Statement, the Company is not, and will not be at the time of the original
issuance of this Debenture by the Company, in default under the terms of any
Senior Debt or other Debt and the Company is not aware, nor has it been
notified by the holder of any Senior Debt or other Debt, that grounds for
default exist with respect to any Senior Debt or other Debt;
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(f) the execution and delivery of the Debentures by the
Company and the consummation by the Company of the transactions contemplated
pursuant to the Registration Statement (a) are not in violation or breach of,
do not conflict with or constitute a default under any of the terms of the
charter documents or by-laws of the Company; (b) will not, to the actual
knowledge of the Company, result in a violation under any law, judgment,
decree, order, rule, regulation or other legal requirement or of any
governmental authority, court or arbitration tribunal whether federal, state,
municipal or local at law or in equity, and applicable to the Company; and (c)
will not violate or constitute a material breach of or constitute a material
default under any Senior Debt of the Company or any subsidiary or affiliate of
the Company, where such breach or default would have a materially adverse
effect on the operations or financial condition of the Company; and
(g) the Registration Statement does not, and will not at the
time of the original issuance of this Debenture by the Company, contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
ARTICLE 4
REDEMPTION
4.1 Optional. The Debentures may be redeemed by the Company in whole
or from time to time in part, at the option of the Company, at any time on or
after the date hereof at a redemption price equal to 100% of the principal
amount thereof, in each case together with accrued interest to the proposed
date of Redemption (the "Redemption Date").
4.2 Notice of Redemption. Notice of redemption (a "Notice of
Redemption") will be mailed by the transfer Agent at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Debentures to
be redeemed at his registered address. Debentures in denominations larger than
$80 may be redeemed in part but only in whole multiples of $80. In the event
of a redemption of less than all of the Debentures, the Debentures will be
chosen for redemption by the Company, generally pro rata or by lot. The Notice
of Redemption shall identify the Debentures to be redeemed and shall state:
(i) the Redemption Date and redemption price; (ii) that Debentures called for
redemption must be surrendered to the Company or a designated paying agent
specified in the Notice of Redemption to collect the
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redemption price; and (iii) that, unless the Company defaults in making the
redemption payment, interest on the Debentures ceases to accrue on and after
the Redemption Date.
4.3 Effective Notice of Redemption. Once Notice of Redemption is
mailed, Debentures called for redemption become due and payable on the
Redemption Date at the redemption price.
4.4 Deposit of Redemption Price. On or before the Redemption Date,
the Company shall deposit in a bank account solely dedicated for this purpose,
or deposit with a designated paying agent, money sufficient to pay the
redemption price of and accrued interest on all Debentures to be redeemed on
the Redemption Date.
4.5 Debentures Redeemed in Part. Upon surrender of a Debenture that
is redeemed in part, the Company shall cause to be issued for the Holder at
the expense of the Company a new Debenture equal in principal amount to the
unredeemed portion of the Debenture surrendered.
ARTICLE V
COVENANTS
5.1 Payment of Debentures. The Company shall pay the principal of and
interest on this Debenture in the time, the manner and the form provided in
Article 1 hereof. The Company shall pay interest annually (including
post-petition interest in any proceeding under any bankruptcy law) on (i)
overdue principal, at the rate required by this Debenture and (ii) overdue
installments of interest (including interest contemplated by clause (i) and
without regard to any applicable grace period) at the same rate.
5.2 Reporting Requirements. The Company shall comply with its
reporting and filing obligations pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). It is hereby
agreed that posting reports filed pursuant to the Exchange Act on the
Commission's website on the world-wide web shall constitute making them
available to the Holder.
5.3 Stay, Extension and Usury Laws. The Company covenants that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereinafter in force, which may affect the
covenants or the
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performance of this Debenture; and the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Holder but will suffer and permit the execution of every
such power as though no such law had been enacted.
5.4 Corporate Existence. Subject to Article 6 hereof, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the rights (charter and
statutory) and franchises of the Company; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Company
shall in good faith determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its subsidiaries
considered as a whole.
5.5 Maintenance of Properties. The Company will cause all property
material to the conduct of its business or the business of any subsidiary to
be maintained and kept in reasonably good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this section shall
prevent the Company from discontinuing the operation and maintenance of any
such properties, or disposing of any of them, if such discontinuance or
disposal is, in the reasonable judgment of the Company or any subsidiary
concerned, desirable in the conduct of its business or business of any
subsidiary.
5.6 Liquidation. The Company shall not adopt any plan of liquidation
which provides for, contemplates or the effectuation of which is preceded by
(A) the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company or any subsidiary otherwise than
substantially as an entirety in accordance with Article 6 hereof and (B) the
distribution of all or substantially all the proceeds of such sale, lease,
conveyance or other disposition and the remaining assets of the Company to the
holders of common stock of the Company, unless the Company shall in connection
with the adoption of such plan make reasonable provision for, or agree that
prior to making any liquidating distributions it will make reasonable
provision for, the satisfaction of the Company's obligations under this
Debenture as to the payment of principal and interest.
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5.7 Liens. Neither the Company nor any subsidiary will mortgage,
pledge, grant or permit to exist any lien or other security interest in any of
its assets, of any kind, now owned or hereafter acquired, nor hypothecate or
xxxxx x xxxx or security interest in its capital, net worth, equity accounts
or any capital stock, as the case may be, except for (i) any security
interests granted by the Company to any current or future holders of Senior
Debt and (ii) a lien or security interest created with respect to purchase
money obligations incurred by the Company or its subsidiaries in the ordinary
course of business and provided the indebtedness related to such security
interest does not exceed the purchase price of the subject asset(s).
5.8 Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any subsidiary upon the income, profits or
property of the Company or any subsidiary, and (ii) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any subsidiary; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim which amount,
applicability or validity is being contested in good faith by appropriate
proceedings.
5.9 Transactions with Affiliates. The Company shall not, and shall
not permit any subsidiary to, directly or indirectly, pay any funds to or for
the account or benefit of, or enter into or permit to exist any transaction,
including, without limitation, the purchase, sale, lease or exchange of any
property or assets or securities or any loan transaction or the rendering of
any service, with any Affiliate unless such transaction is for fair value to
the Company or its subsidiary and on terms and conditions not less favorable
to the Company or such subsidiary than could be obtained on an arms-length
basis from unrelated third parties, as determined in each case by the Board of
Directors of the Company (as evidenced by resolutions duly adopted by the
Board); provided, however, that the provisions of this Section 5.9 shall not
apply to (a) transactions between the Company and its Subsidiaries, (b)
reasonable compensation for services in connection with employment or services
as a director, or (c) payments to Affiliates of the Company in respect of
contracts or transactions in existence on the date hereof which are described
or referred to in the Registration Statement pursuant to which this Debenture
was originally issued. For purposes of this Section 5.9 the terms "Affiliate",
"Control" and
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"subsidiary" shall have the meanings ascribed thereto in Rule 405 under the
Act.
ARTICLE 6
SUCCESSORS
6.1 When Company May Merge, Etc.. While any of the Debentures are
outstanding, the Company shall not consolidate or merge with or into, or sell,
lease, convey or otherwise dispose of all or substantially all of its assets
to, any person unless:
1. The person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such
sale, lease, conveyance or other disposition shall have been made, is (x) a
corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia or (y) a corporation or a comparable
legal entity organized under the laws of a foreign jurisdiction whose equity
securities are listed on a national securities exchange in the United States
or authorized for quotation on the National Market System of National
Association of Securities Dealers Automated Quotation System ("NASDAQ");
2. The corporation formed by or surviving
any such consolidation or merger (if other than the Company) or to which such
sale, lease, conveyance or other disposition shall have been made, assumes by
supplemental agreement, all the obligations of the Company under the
Debentures and this Debenture; and
3. Immediately after the transaction, no
Event of Default as defined in Article 7 hereof exists.
6.2 Successor Corporations Substituted. Upon any consolidation or
merger, or any sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 6.1
hereof, the successor corporation formed by such consolidation or into or with
which the Company is merged or to which such sale, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Debenture with the same
effect as if such successor person had been named as the Company herein;
provided, however, that the predecessor Company in the case of a sale, lease,
conveyance or other disposition shall not be released from the obligation to
pay the principal of and interest on this Debenture.
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ARTICLE 7
EVENTS OF DEFAULT
7.1 A. An Event of Default occurs if: (i) the Company defaults in the
payment of interest on this Debenture when the same become due and payable and
such default continues for a period of 30 days, whether or not such payment is
prohibited by the provisions of Article 2 hereof; (ii) the Company defaults in
the payment of principal on this Debenture when the same becomes due and
payable upon maturity, upon redemption or otherwise; (iii) any representation
or warranty made or furnished by the Company in this Debenture shall be false,
incorrect or incomplete when made as to any material fact or facts; (iv) the
Company fails to comply with any of its other covenants or other agreements in
this Debenture and such failure continues for a period of 60 days following
written notice from the Holder; (v) the Company or any material subsidiary
pursuant to or within the meaning of any Bankruptcy Law (A) commences a
voluntary case, (B) consents to the entry of an order for relief against it in
an involuntary case, (C) consents to the appointment of a custodian of it for
all or substantially all of its property, or (D) makes a general assignment
for the benefit of its creditors; (vi) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that (A) is for relief
against the Company or a subsidiary in an involuntary case, (B) appoints a
custodian of the Company or a material subsidiary for all or substantially all
of its property, or (C) orders the liquidation of the Company or any material
subsidiary, and the order or decree remains unstayed and in effect for 60 days
of the entry thereof; (vii) a judgment in an amount exceeding $250,000 is
entered against the Company or any of its material subsidiaries and such
judgment is not satisfied or stayed within sixty (60) days; or (viii) the
holder of any Debt or other debt of the Company aggregating at least $250,000
shall seize, dispose of or apply in satisfaction of such Debt or debt, any
assets of the Company having a fair market value in excess of $250,000
individually or in the aggregate.
B. The term "Bankruptcy Law" means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.
C. A Default under Section 7.1A is not an Event of Default
until the Holders of at least 33 1/3% in the principal amount of the
then-outstanding Debentures notify the Company of the Default and the Company
does not cure the Default within 30
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days after such Notice. The Notice must specify the Default and
demand that it be remedied.
7.2 Acceleration. If an Event of Default occurs and is continuing,
subject to the provisions of Section 7.1C hereof, the Holder may declare the
principal of and accrued interest on this Debenture to be due and payable by
written notice to the Company in the manner provided in Section 8.2 hereof.
Upon such declaration, the principal and interest on this Debenture shall be
due and payable immediately. The Holder may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Event of Default
or impair any right consequent thereto.
7.3 Other Remedies. If an Event of Default occurs and is continuing,
the Holder may pursue any available remedy to collect the payment of principal
of and interest on this Debenture or to enforce the performance of any
provision of this Debenture. A delay or omission by the Holder in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default. All remedies are cumulative to the extent permitted by law.
ARTICLE 8
MISCELLANEOUS
8.1 No Recourse. No recourse whatsoever, either directly or through
the Company or any trustee, receiver of assignee, shall be had in any event or
in any manner against any past, present or future stockholder, director or
officer of the Company for the payment of the redemption price, principal of
or interest on this Debenture or any of them or for any claim based thereon or
otherwise in respect this Debenture, this Debenture being a corporate
obligation only.
8.2 Notices. All communications provided hereunder shall be in
writing and delivered or mailed by registered or certified mail addressed as
follows:
If to Imperial Industries, Inc.
Imperial Industries, Inc.
0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
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Attention: Secretary
If to the Transfer Agent
Continental Stock Transfer and Trust Company
0 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
if to the Holder
at the address shown for the Holder in the registration
books maintained by the Transfer Agent.
8.3 Mutilated, Lost, Stolen or Destroyed Debentures. In case this
Debenture shall be mutilated, lost, stolen or destroyed, the Company shall cause
to be issued and delivered in exchange and substitution for and upon
cancellation of the mutilated Debenture, or in lieu of and substitution for the
Debenture, mutilated, lost, stolen or destroyed, a new Debenture of like tenor
and representing an equivalent right or interest, but only upon receipt of
evidence satisfactory to the Company of such loss, theft or destruction and an
indemnity, if requested, also satisfactory to it.
8.4 Maintenance of Office. The Company covenants and agrees that so
long as this Debenture shall be outstanding, it will maintain an office or
agency in Florida (or such other place as the Company may designate in writing
to the holder of this Debenture) where notices, presentations and demands to
or upon the Company in respect of this Debenture may be given or made.
8.5 Governing Law. This Debenture shall be construed in accordance
with and governed by the laws of the State of Delaware, without giving effect
to conflict of laws principles.
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IN WITNESS WHEREOF, Imperial Industries, Inc. has caused
this Debenture to be signed by its Executive Vice President and to be dated
the day and year first above written.
ATTEST [SEAL]
IMPERIAL INDUSTRIES, INC.
By:___________________________
Name: Xxxxxx X. Xxxxx, Xx.
Title: Executive Vice President
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ASSIGNMENT
(To be executed by the registered holder if such holder desires to
transfer the Debenture and forwarded to the Transfer Agent, Continental Stock
Transfer and Trust Company, 0 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.)
FOR VALUE RECEIVED ____________________ here sells, assigns and transfers unto
[NAME OF TRANSFEREE] this Debenture, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint_________________ Attorney, to transfer the within Debenture on the
books of the within-named Company, with full power of substitution.
Dated: ____________________
Signature: __________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Debenture.)
Address: ___________________________________
___________________________________
___________________________________
(Insert Social Security or Other Identifying
Number of Holder)___________________________
Signature
Guaranteed: ___________________________________
(Signature must be guaranteed by a bank savings and loan association,
stockbroker, or credit union with membership in an approved signature guaranty
Medallion Program pursuant to Securities Exchange Act Rule 17Ad-15.)
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