1
EXHIBIT 4.6
CUSIP 989497 AA O
No. ** $100,000.00 **
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ZEROS USA, INC.
000 Xxxxx Xxxx Xxxx, Xxxxx 000 * Xxxxxxx, Xxxxx 00000
July 31, 1997
Series A Five-Year Twelve Percent Convertible Bond Due July 31, 2002
ZEROS USA, INC., a Texas corporation, (the "Corporation"), for value
received promises to pay to _____________ or registered assigns, the sum of One
Hundred Thousand Dollars ($100,000.00) on July 31, 2002 (the "maturity date"),
and to pay interest at the rate of twelve percent (12%) per annum semiannually
on the last day of January and the last day of July of each year, computed from
July 31, 1997 (the "issue date"). Payment of principal and interest shall be
made at the offices of the Corporation in Houston, Texas, in lawful money of
the United States of America, and shall be mailed to the registered owner or
owners hereof at the address appearing on the books of the Corporation.
This Bond is one of a duly authorized issue of the Corporation's Bonds
in the aggregate amount of Three Million Dollars ($3,000,000.00) approved July
31, 1997, and issued in this denomination of One Hundred Thousand Dollars,
($100,000.00) all of like tenor and maturity, except variations necessary to
express the number and payee of each Bond.
1. EQUAL RANK. All Bonds of this issue rank equally and ratably
without priority over one another.
2. CONVERSION. The holder or holders of this Bond may at any
time prior to the maturity hereof (except that, if the
Corporation has called this Bond for redemption, the right to
convert shall terminate at the close of business on the second
business day prior to the day fixed as the date for such
redemption), convert the principal amount hereof into the
Corporation's Series A Preferred Stock at the conversion
ration of $1.00 of Bond principal for one share of Series A
Preferred Stock. To convert this Bond, the holder or holders
hereof must surrender the same at the office of the
Corporation, together with a written instrument of transfer in
a form satisfactory to the Corporation, properly completed and
executed and with a written notice of conversion.
3. FRACTIONAL SHARES. In lieu of issuing any fraction of a share
upon the conversion of this Bond, the Corporation shall pay to
the holder thereof for any fraction of a share otherwise
issuable upon the conversion cash equal to the same fraction
on the $5.00 stated value for dividend calculation of the
Series A Preferred Stock.
4. FORBEARANCE FROM SUIT. No Bond Holder of this issue may
institute any suit or proceeding for the enforcement of the
payment of principal or interest unless the holders of more
than fifty percent (50%) or principal or interest in the
amount of all outstanding Bonds of this issue join in the suit
or proceeding.
5. REDEMPTION. The Corporation may at any time prepay in whole
or in part, the principal amount, plus accrued interest to the
date of prepayment, of all outstanding Bonds of this issue,
upon 90 days' written notice by certified or registered mail
to the registered owners of all outstanding Bonds. Such
notice shall be mailed to their addresses appearing on the
Corporation's books.
6. REGISTERED OWNER. The Corporation may treat the person or
persons whose name or names appear on this Bond as the
absolute owner or owners hereof for the purposes of receiving
payment of, or an account of, the principal and interest due
on this Bond and for all other purposes.
7. RELEASE OF SHAREHOLDERS, OFFICERS AND DIRECTORS. This Bond is
the obligation of the Corporation only, and no recourse shall
be had for the payment of any principal or interest hereon
against any shareholder, officer or director of the
Corporation, either directly or through the Corporation, by
virtue of any statute for the enforcement of any assessment or
otherwise. The holder or holders of this Bond, by the
acceptance hereof, and as part of the consideration for this
Bond, release all claims and waive all liabilities against the
foregoing persons in connection with this Bond.
IN WITNESS WHEREOF, the Corporation has signed and sealed this
Bond this 31st day of July 1997.
Corporate ZEROS USA, INC.
Seal
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President Secretary
