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EXHIBIT I
Second Amendment to Convertible Subordinated Debenture
Due 2001, dated as of September 23, 1998, between
Physicians Insurance Company of Ohio and PC Quote, Inc.
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SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED
DEBENTURE DUE 2001
THIS SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED DEBENTURE DUE 2001 is
entered into as of this 23rd day of September, 1998, by and between PHYSICIANS
INSURANCE COMPANY OF OHIO, an Ohio corporation ("Physicians"), and PC QUOTE,
INC., a Delaware corporation (the "Company").
RECITALS
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A. Physicians is the holder of that certain Convertible Subordinated
Debenture Due 2001, in the principal amount of $2,500,000, plus accrued
interest, issued by the Company on November 14, 1996, as amended by the First
Amendment to Convertible Subordinated Debenture Due 2001 and Debenture
Agreement, dated May 5, 1997, and as further amended by Amendments Nos. 1-4 of
the First Amendment to Convertible Subordinated Debenture Due 2001 and Debenture
Agreement. The Convertible Subordinated Debenture Due 2001, as amended, is
hereinafter referred to as the "Debenture."
B. Concurrently herewith, the Company, Physicians and PICO Holdings,
Inc., are entering into a Securities Purchase Agreement, pursuant to which
certain debt obligations of the Company held by Physicians and PICO Holdings,
Inc. will be converted into equity.
C. As additional consideration for Physicians entering into the
Securities Purchase Agreement, the Company has agreed to amend the conversion
provisions of the Debenture as provided in this Agreement.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein and in the Debenture, and for other good and valuable
consideration, the receipt and sufficiency which is hereby acknowledged, the
parties hereto agree as follows:
1. The fourth full paragraph of page 2 of APPENDIX A of the Debenture,
is hereby amended and restated in its entirety as follows:
The registered holder of this Debenture has the right, at its
option, at any time on or prior to the later to occur of the
close of business on April 30, 1999 or the full payment of
this Debenture, to convert the principal amount hereof, plus
all accrued interest as of the date of such conversion
(collectively, the "Debenture Balance"), into the number of
fully paid and nonassessable shares of Series A Preferred
Stock of the Company determined by dividing the following by
100: the number calculated from the division of the Debenture
Balance by the lowest of the following numbers (i) 1.5625,
(ii) the closing sale price of the Company's Common
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Stock as reported by the American Stock Exchange ("AMEX") one day
prior to the conversion date (the "AMEX Closing Price") or (iii) the
average AMEX Closing Price of the Company's Common Stock over the
20-day period immediately preceding the conversion date (the
"Average AMEX Price"). The number resulting from the above
calculation which is to be divided by 100 is hereinafter referred to
as the "Conversion Price." Such conversion shall require surrender
of this Debenture to the Company at its executive offices
accompanied by written notice of conversion duly executed. If the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its outstanding shares of Common
Stock into a greater number of shares prior to conversion, the
Conversion Price shall be proportionately reduced and the number of
shares of Common Stock obtainable upon conversion shall be
proportionately increased. If the Company at any time combines (by
reverse stock split or otherwise) its outstanding shares of Common
Stock into a smaller number of shares prior to conversion, the
Conversion Price shall be proportionately increased and the number
of shares of Common Stock obtainable upon conversion shall be
proportionately decreased. The Company shall not issue fractional
shares or script representing fractions of shares of Common Stock
upon any such conversion, but shall make an adjustment therefor in
cash on the basis of the current market value of such fractional
interest. In the case of consolidation, merger, or sale or transfer
of substantially all of the Company's assets with, into or to any
person or entity or related group of persons or entities which is
not a subsidiary of the Company, the Conversion Price shall be
proportionately adjusted and the number of shares of Common Stock
obtainable upon conversion shall be proportionately adjusted so that
the rights of the holder hereof shall be equitably preserved.
Notwithstanding, anything to the contrary contained in this
Debenture, in no event will there be any adjustment in the
Conversion Price or the number of shares of Common Stock deliverable
upon conversion upon the Company's rights offering contemplated by
the Agreement.
2. Except as expressly provided herein, all of the terms and provisions
of the Debenture shall remain in full force and effect.
3. The provisions of this Amendment shall be performed and interpreted
in accordance with the laws of the State of Illinois without reference to
conflicts of laws principles.
4. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Convertible Subordinated Debenture Due 2001 as of the date first above written.
PC QUOTE, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
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