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EXHIBIT 4.3
AMENDMENT TO CONVERTIBLE
SUBORDINATED DEBENTURES
This Amendment is entered into as of the ____ day of May, 1997, by and
between Laser Power Corporation, a Delaware corporation (the "Company"), and
Union Miniere Inc., a Delaware corporation ("Union Miniere").
WHEREAS, Union Miniere is the holder of (1) that certain Series A
Convertible Debenture in the original principal amount of $1,340,000 issued by
the Company in favor of Union Mines Inc. ("Union Mines") on June 18, 1990, as
amended (the "Primary Debenture"), and (2) that certain Series A Convertible
Debenture in the original principal amount of $320,000 issued by the Company in
favor of Union Mines on December 29, 1988, as amended (the "Option Debenture")
(the Primary Debenture and the Option Debenture are sometimes referred to herein
collectively as the "Debentures");
WHEREAS, on April 25, 1997, the Company effected a 1 for 1.5 reverse
stock split of its Common Stock;
WHEREAS, Union Mines has assigned all of its rights and obligations
under the Debentures to Union Miniere and Union Miniere has assumed all such
rights and obligations pursuant to that certain Asset Transfer Agreement between
Union Mines and Union Miniere dated December 31, 1993;
WHEREAS, the Company intends to register certain of its shares of Common
Stock with the Securities and Exchange Commission in connection with an
underwritten public offering of such stock on Form SB-2 Registration Statement
No. 333-24421 (the "Offering");
WHEREAS, amendment of the Debentures is a condition to the completion of
the Offering;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises set forth below, and for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree to amend the
Debentures effective immediately prior to the closing of the Offering as
follows:
1. MATURITY DATE. The Debentures shall be due and payable on November 2,
2000.
2. CONVERSION PRICE. The Conversion Price, as defined in Section 1 of
the Debentures, shall be $5.25 per share; provided, however, in the event that
the Offering price of the Company's Common Stock is less than $6.50 per share,
the Conversion Price will be reduced by one-half (0.5) cent for every one (1.0)
cent that the Offering price is below $6.50 per share, but in no event shall the
Conversion Price be reduced below $4.50 per share.
3. NO OTHER CHANGES. Except to the extent necessary to effect the
amendments set forth in sections 1 and 2 hereof, all other terms and conditions
of the Debentures shall remain in full force and effect.
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4. APPLICABLE LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.
5. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which shall be deemed an original and enforceable against the party actually
executing such counterpart, and which taken together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties have hereunto set forth their respective
signatures as of the date first set forth above.
LASER POWER CORPORATION
By:__________________________
Name:________________________
Title:_______________________
UNION MINIERE INC.
By:__________________________
Name:________________________
Title:_______________________
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