EXHIBIT 10.18.1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
April 30, 1999
Deere Park Capital, LLC
00 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Chairman and CEO
Facsimile No.: (000) 000-0000
Telscape International, Inc.
0000 Xxxx Xxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx, Executive Vice President
Facsimile No.: (000) 000-0000
As of May 1, 1998 a Securities Purchase Agreement, as subsequently
amended (the "Purchase Agreement") was entered into by and between DEERE PARK
CAPITAL, LLC, a limited liability company organized and existing under the
laws of the State of Illinois, f/k/a Deere Parke Park Capital Management, LLC
as nominee and TELSCAPE INTERNATIONAL, INC, a Texas corporation (collectively,
the "Parties"). The Parties to the Purchase Agreement seek to amend the
agreement and therefore agree as follows (the "Amendment"):
WHEREAS, the Parties are parties to the Purchase Agreement pursuant to
which Deere Park Capital, LLC (the "Creditor") purchased a total of five
million dollars ($5,000,000) of Telscape International, Inc. (the "Company")'s
8% Convertible Debentures (the "Convertible Debentures");
WHEREAS, the Parties modified the conversion features of the Convertible
Debentures in conjunction with a principal reduction of one million dollars
($1,000,000) redeemed on or about October 26, 1998; and
WHEREAS, the Parties wish to modify the conversion features of the
amended and restated Convertible Debentures, have one million dollars
($1,000,000) redeemed and modify certain other covenants of the Purchase
Agreement; and
WHEREAS, it is a condition precedent to such modification that the
Parties execute and deliver this Amendment;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the Parties hereto hereby agree as follows:
1. Definitions in Amendment. Any capitalized term used herein and
not defined shall have the meaning assigned to it in the Purchase Agreement.
2. Conversion.
(a) Conversion.
(i) until June 15, 1999, the Investor may, at its option, convert
the Convertible Debentures then issued into Common Stock at a price
equal to $15 per share, as adjusted for any stock splits or
combinations (the "Fixed Conversion Price");
(ii) however, if the Company shall either (1) default in any
payment of any other instrument or agreement with an aggregate
principal amount outstanding in excess of $250,000 beyond the period
of grace, if any, provided in the applicable instrument or agreement
or (2) default in observance of any other provision of any other
instrument or agreement with an aggregate principal amount outstanding
in excess of $250,000 as to cause, or permit the holder of such an
instrument or agreement to cause, the obligations thereunder to become
due prior to its stated maturity, then the Investor, may, at any time
and from time to time convert the Convertible Debentures at a price
equal to 100% of the three highest of the five lowest closing prices
of Common Stock during the Lookback Period (the "Variable Conversion
Price"); and
(iii) after June 15, 1999, the investor may convert the
Convertible Debentures then issued at the Variable Conversion Price."
3. Prepayment; Redemption. Section 2.8(b)(I) of the Purchase
Agreement, as amended, shall be deleted in its entirety and replaced with the
following:
"The Company may issue a redemption notice to the Investor at any
time during the term of a Convertible Debenture provided that (i) the Common
Stock has closed below the Redemption Floor Price for such Convertible
Debenture on the day prior to such notice and (ii) the Investor has not
previously issued a Conversion Notice with respect to the amount of the
Convertible Debenture to be redeemed. If the Company redeems, it may redeem
all or part of the Convertible Debenture at one hundred ten percent (110%) of
par plus accrued interest or unpaid dividends. Such written notice of
redemption shall be valid and irrevocable for ten (10) Trading Days and shall
automatically expire at the end of such ten day period."
4. Replacement of Amended and Restated Convertible Debentures.
(a) New Convertible Debentures. Exhibit A to the Purchase Agreement, as
amended, is hereby deleted, and Exhibit I hereto is hereby substituted
therefor (the "New Convertible Debenture"). On or before May 10, 1999, the
Company will:
(i) redeem one million dollars ($1,000,000) from the Convertible
Debentures in the original amount of three million dollars
($3,000,000) and with a currently outstanding unpaid principal
amount of two million dollars ($2,000,000) dated May 1, 1998 at
one hundred twelve percent (112%) of par plus any and all
accrued and unpaid interest owing on the Convertible Debentures
payable to Creditor on or before May 10, 1999.
(ii) execute and deliver to the Creditor the New Convertible
Debentures (1) dated May 1, 1998 for one million dollars
($1,000,000), (2) dated May 28, 1998 for one million dollars
($1,000,000), and (3) dated June 30, 1998 for one million
dollars ($1,000,000); and
The original Convertible Debentures, as amended (1) dated May 1, 1998 for
three million dollars ($3,000,000) and subsequently reduced on or about
October 26, 1998 to two million dollars ($2,000,000), and now being reduced to
one million dollars ($1,000,000) (2) dated May 28, 1998 for one million
dollars ($1,000,000), and (3) dated June 30, 1998 for one million dollars
($1,000,000) (the "Old Convertible Debentures"), made by the Company to the
order of the Creditor shall be amended, superceded and replaced by the New
Convertible Debentures effective as of the Effective Date. It is the
intention of the Parties hereto that this Amendment and the substitution of
the New Convertible Debentures for the Old Convertible Debentures shall not in
any way constitute (i) an extinguishment of the indebtedness of the Company
under the Old Convertible Debentures, (ii) a release of the Company from such
obligations, or (iii) a novation of the Old Convertible Debentures.
(b) References to Old Convertible Debentures. All references in the Purchase
Agreement to "the Convertible Debentures", "thereto", "thereof", "thereunder"
or words of like import referring to the Old Convertible Debentures shall be
deemed to be references to the New Convertible Debentures, as such debentures
may be amended or otherwise modified or extended from time to time, and any
debenture issued in exchange or replacement therefore. Promptly after
Creditor's receipt of the New Convertible Debentures, duly executed by the
Company, the Creditor will xxxx the Old Convertible Debentures "Cancelled and
Replaced" and shall promptly return the Cancelled and Replaced Old Convertible
Debentures to the Company.
5. Registration
To the extent that Xxxxxx Xxxxxxxx Capital is repaid in full or in part and
the Creditor has outstanding Convertible Debentures of the Company, the
Company agrees to file an amendment to its S-3 registration statement that
shall cause all shares registered on behalf of Xxxxxx Xxxxxxxx Capital (for
any portion of Xxxxxx Xxxxxxxx which is repaid) to be "reallocated" to the
Creditor within ten (10) business days; provided, however, that such
"reallocation" is allowed by the rules and registration of the SEC governing
the filing of registration statements under the Securities Act of 1933.
In the event that the Company fails to (i) repay to the Creditor all of the
outstanding principal and interest obligations on all remaining outstanding
convertible debentures by June 11, 1999 (ii) experienced a default
contemplated by Paragraph 2(a)(ii) above or (iii) or fails to redeem one
million one hundred twelve thousand dollars plus accrued and unpaid interest
under Paragraph 4(a)(i), the Company agrees to file a registration statement,
on or before June 15, 1999, in the case of subparagraph (i) above and within
seven(7) business days in the case of subparagraphs (ii) and (iii) above
pursuant to which the Company will register the remaining convertible
debentures and all shares of common stock underlying such convertible
debentures (pursuant to the Variable Conversion Price). Such registration
statement shall be amended by the Company, form time to time, as may be
necessary to ensure that at all times Creditor has a sufficient number of
registered shares to provide for the conversion of all Convertible Debenture
then outstanding with the Creditor into registered shares of the Company.
Notwithstanding anything to the contrary contained herein, in the event that
Telscape is awaiting SEC comments to a previously filed registration statement
(of filing a new registration statement as the case may be), Telscape may
delay filing any amendment to such registration statement until five business
days after its receipt of SEC comments with respect to such previously filed
registration statement.
6. Waiver of Penalties in Section 6.11
All penalties owing under Section 6.11 of the Purchase Agreement, as amended,
accruing from May 1, 1998 through the Effective Date of this Amendment shall
be forever waived and eliminated with no payment thereof expected to be paid
by the Company to the Creditor. Notwithstanding anything to the contrary
contained herein or in the Purchase Agreement, the Company will not incur any
registration penalties under the original or amended agreements from the date
of this Amendment until such time as the Company fails to comply with the
registration requirements set forth in Paragraph 5 above.
7. Representations and Warranties. Each Party to this Amendment hereby
represents and warrants to the other Party as follows:
(a) Authorization, Etc. The execution, delivery, and performance by either
Party of this Amendment, the New Convertible Debentures, and the
performance of each Party of the Purchase Agreement, as amended hereby,
(i) have been duly authorized by all necessary action, (ii) do not and
will not contravene the charter, by-laws, any applicable law or any
contractual restriction binding on or otherwise affecting it or any of
its properties, (iii) do not and will not result in or require the
creation of any lien, security interest or other charge or encumberance
upon or with respect to any of its properties, and (iv) do not and will
not result in any suspension, revocation, impairment, forfeiture or
nonrenewal of any permit, license, authorization or approval applicable
to its operation or any of its properties.
(b) Governmental Approvals. No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or other
regulatory body is required in connection with the due execution,
delivery and performance by either Party to this Amendment, the New
Convertible Debentures, or the performance of either Party of the
Purchase Agreement, as amended hereby.
(c) Enforceability of Transaction Documents.
(i) Each of this Amendment, the New Convertible Debentures, and the
Purchase Agreement, as amended hereby, shall be a legal, valid, and
binding obligations of the Parties hereto, enforceable against the
Parties in accordance with its terms, except as such enforceability
may be limited by or subject to any bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally effective as of the Effective Date hereof; or
(ii) In the event that the Company does not pay to the Creditor the proper
amount referenced by Section 4(a)(i) of this Amendment on or before
May 10, 1999;(A) the Company shall remain obligated to pay such
amount,interest and unpaid dividends with respect to the outstanding
unpaid principal balance shall continue to accrue, and the Company
shall use its best efforts to pay the outstanding amount referenced by
Paragraph 4(a)(i) hereof as soon as practicable and (B) the Exit Fee
shall be increased to 20%, and the redemption premium payable under
Section 2.8 (b)(ii) of the Purchase Agreement shall be increased to
120% (plus accrued interest or unpaid dividends) for the New
Convertible Debentures. Creditor hereby agrees that so long as the
Company fulfills its obligations under Paragraph 5 above, this
Paragraph 7(c)(ii), and the other provisions hereof Creditor shall not
bring a claim against the Company for breach of contract based on
failure to pay by May 10, 1999 the amount payable under Section
4(a)(i).
8. Miscellaneous.
(a) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.
(b) Headings. Section headings herein are included for convenience of
reference only and shall not constitute a part of this Amendment for
any other purpose.
(c) Governing Law. This Amendment shall be governed by, and construed
in accordance with, the law of the State of Illinois.
AGREED AND ACCEPTED:
DEERE PARK CAPITAL MANAGEMENT, LLC
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: President
Telscape International, Inc.
By: /s/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: President
Copy to: Ungaretti & Xxxxxx
0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Gardere Xxxxx Xxxxxx & Xxxxx, L.L.P.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Schedule I to Amendment of Securities Purchase Agreement
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
FORM OF AMENDED AND RESTATED
----------------------------
CONVERTIBLE SUBORDINATED DEBENTURE
----------------------------------
$ ______________ Issued: ______________
Due: _________________
FOR VALUED RECEIVED, TELSCAPE INTERNATIONAL, INC., a corporation
organized and existing under the laws of the State of Texas (herein referred
to as the "COMPANY"), for value received, acknowledges itself indebted and
hereby promises to pay to DEERE PARK CAPITAL, LLC, an Illinois limited
liability company (the "REGISTERED OWNER") on the due date written above (the
"DUE DATE"), the sum of _______ Dollars and No Cents ($ ________ ), along
with interest accrued thereon from the date hereof at the rate of eight
percent (8%) per annum; PROVIDED, HOWEVER, that following the occurrence and
during the continuance of a Default (as defined below), the Company shall pay
to Registered Owner interest from the date of such Default at the rate of
twelve percent (12%) per annum on the outstanding balance of this Debenture.
Payment of interest shall be made monthly in arrears on the last day of each
calendar month (commencing ____________ ), and, after maturity, upon demand of
Registered Owner.
This Convertible Debenture is issued pursuant to the terms of that
certain Securities Purchase Agreement of even date herewith between the
Company and the Registered Owner, as amended from time to time in accordance
therewith (the "SECURITIES PURCHASE AGREEMENT"), to which reference is hereby
made for additional provisions governing the obligations of the Company.
Capitalized terms used in this Debenture which are not defined herein shall
have the meanings assigned to them in the Securities Purchase Agreement
1. PAYMENT OF PRINCIPAL AND INTEREST. The principal and interest
outstanding under this Debenture shall be made at the principal office of the
Registered Owner, located at 00 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx 00000. All computations of interest under this Debenture shall be
made on the basis of a year of 365 days, for the actual number of days
elapsed. The date of issuance of this Debenture shall be included in the
calculation of interest. The date of redemption of this Debenture shall be
excluded from the calculation of interest. Whenever any payment to be made under
this Debenture shall be stated to be due on a Saturday, Sunday, or public or
bank holiday or the equivalent for banks generally under the laws of the State
of Illinois (any other day being a "BUSINESS DAY"), such payment may be made on
the next succeeding business day.
2. PREPAYMENT. The Company may prepay the Convertible Debenture at any
time prior to its maturity; provided, however, that only a prepayment of the
entire principal amount and all accrued and unpaid interest owing on the
Convertible Debenture may be made and an exit fee (the "EXIT FEE") shall be
payable by the Company upon any such prepayment. The Exit Fee shall be equal to
10% of the face of the amount of the debenture.
3. TERMINATION OR SUSPENSION OF COMPANY'S OBLIGATION TO MAKE PAYMENTS. If
the Common Stock closes at $30 or higher for twenty (20) consecutive Trading
Days, as adjusted, without limitation, for any stock splits or combinations, the
Company's obligation to make interest payments on the Convertible Debentures is
terminated.
4. SECURITY. This Debenture is not secured by any mortgage, pledge,
encumbrance, security agreement or other security device, and only the full
faith and credit of the Company are pledged for the payment of all principal and
interest due under this Debenture.
5. CONVERSION.
(a) CONVERSION CALCULATION. At any time after the effectiveness of
Registration Statement, the Registered Owner is entitled to convert all, or
any part thereof, of the unpaid principal and interest outstanding under
this Debenture (the "OUTSTANDING DEBENTURE AMOUNT") into that number of
fully paid and non-assessable shares of Common Stock (as defined in the
Securities Purchase Agreement), at a price calculated as determined under
the Securities Purchase Agreement, as amended.
Notwithstanding anything to the contrary, the Company shall have the
option to pay the outstanding interest of the Convertible Debentures then
issued upon receipt of the Conversion Notice (as defined below) in cash.
(b) EXERCISE OF CONVERSION. To exercise its right of conversion,
Registered Owner shall surrender the Debenture to the Company at its
registered office, accompanied by a written notice in the form annexed
hereto as EXHIBIT A, properly completed (the "CONVERSION NOTICE"). Within
five (5) Trading Days following its receipt of the Debenture and
Conversion Notice, the Company shall, assuming it has not elected to
exercise its right to redeem pursuant to Paragraph 6 below, issue and
deliver (i) a certificate or certificates for the number of full
Conversion Shares issuable, registered
in Registered Owner's name, and (ii) if less than the entire remaining
outstanding principal balance of the Debenture is being converted, a
replacement note in the remaining outstanding principal amount of the
Debenture. Such conversion shall be deemed to have been effected and the
number of Conversion Shares issuable in connection with such conversion
shall be determined as of the close of business on the date on which the
Debenture and Conversion Notice shall have been received by the Company.
6. REDEMPTION. The Company may issue a redemption notice to the Investor
at any time during the term of a Convertible Debenture provided that (i) the
Common Stock has closed below the Redemption Floor Price for such Convertible
Debentures on the day prior to such notice and (ii) the Investor has not
previously issued a Conversion Notice. If the Company redeems, it may redeem all
or part of the Convertible Debenture at one hundred ten percent (110%) of par
plus accrued interest or unpaid dividends. Such written notice of redemption
shall be valid and irrevocable for ten (10) Trading Days and shall automatically
expire at the end of such ten day period.
7. REGISTRATION RIGHTS AGREEMENT. The resale of the shares of Common Stock
issuable upon conversion of this Debenture is subject to the provisions of the
Registration Rights Agreement dated ad of May 1, 1999 (as amended by the parties
hereto on April 29, 1999)by and between the Company and the Registered Owner.
8. DEFAULT.
(a) Default. If any of the following events ("DEFAULTS")
shall occur:
(i) the Company fails to pay within five (5) days when due
or declared due (whether by scheduled maturity, required payment,
acceleration, demand or otherwise) any principal or interest due
hereunder or any amount payable to the Registered Owner under the
Securities Purchase Agreement; or
(ii) the Company shall fail to perform or observe any
covenant or agreement contained in Article VI of the Securities
Purchase Agreement (other than with respect to any payment
covenants, as to which subsection (i) shall apply), as the case
may be, on its part to be performed or observed, and any such
failure shall remain unremedied for thirty (30) days after written
notice thereof shall have been given to the Company by the
Registered Owner; provided, however, that notwithstanding any
thing to the contrary contained herein, there will be no cure
period for the registration requirements of Paragraph 5 of the
Amendment to the Securities Purchase Agreement executed between
the parties on April 30, 1999;
then the Registered Owner may declare all or any portion of the principal and
interest due hereunder and all amounts due under the Securities Purchase
Agreement to be immediately due and payable.
(b) Rights and Remedies. In the event of a Default, the
Registered Owner shall have, in addition to any other rights and
remedies contained in the Securities Purchase Agreement, all of
which rights and remedies shall be cumulative, and non-
exclusive, to the extent permitted by law, the Registered Owner
shall have the right to immediately convert any remaining
Outstanding Debenture Amount without further regard to the
limitations set forth in Section 5 of this Debenture.
Notwithstanding any thing to the contrary contained herein, in the event that
Telscape is awaiting SEC comments to a previously filed registration
statement, Telescape will not be in default under the provision until it fails
to file an amendment to such registration statement within five business days
after its receipt of SEC comments with respect to such previously filed
registration statement.
9. SUBORDINATION. The Company and the Registered Owner shall enter
into a Subordination Agreement at such time as the Company deems it
appropriate in form and substance similar that Subordination Agreement
attached as Exhibit D to the Securities Purchase Agreement.
10. TRANSFER. THIS DEBENTURE IS REGISTERED IN THE NAME OF THE
REGISTERED OWNER ON THE DEBENTURE REGISTER MAINTAINED BY THE COMPANY, AND IS
TRANSFERABLE UPON THE WRITTEN ORDER OF THE REGISTERED OWNER. THIS DEBENTURE
(AND THE COMMON STOCK OF THE COMPANY INTO WHICH IT MAY BE CONVERTED) HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED WITHOUT
THE REGISTRATION THEREOF UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE
SECURITIES LAW, OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
11. CONSENT TO JURISDICTION. THE COMPANY AND THE REGISTERED OWNER
(I) HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS OR ANY STATE COURT
LOCATED IN XXXX COUNTY, ILLINOIS FOR THE PURPOSES OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS DEBENTURE, AND (II) HEREBY
WAIVE, AND AGREES NOT TO ASSERT IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY
CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT
THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE
VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER. THE COMPANY AND THE
REGISTERED OWNER CONSENT TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS IN EFFECT
FOR NOTICES TO IT UNDER THE SECURITIES PURCHASE AGREEMENT AND AGREES THAT SUCH
SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR LIMIT ANY RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
12. AMENDMENTS. No amendment or waiver of any provision of this
Convertible Debenture, nor consent to any departure by the Company therefrom,
shall in any event be effective unless the same shall be in writing and signed
by Registered Owner, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by the Registered Owner, do any of the following: (i)
reduce the principal of or interest on this Convertible Debenture, (ii)
postpone the dates fixed for the payment of principal of or interest on the
Convertible Debenture or (iii) affect adversely the right to convert this
Convertible Debenture as provided in Section 5 hereof.
13. EXPENSES. The Company agrees to promptly pay all costs and
expenses (including attorneys' fees, expenses and disbursements, and costs of
settlement and the fees, expenses and disbursements of experts or advisors)
incurred by the Registered Owner in enforcing any obligations of or in
collecting any payments due from the Company under this Convertible Debenture
and the Securities Purchase Agreement.
IN WITNESS WHEREOF, TELSCAPE INTERNATIONAL, INC. has caused this Debenture
to be duly executed this ____ day of ____, ____.
TELSCAPE INTERNATIONAL, INC.
By:
-----------------------------
Its:
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EXHIBIT A
[FORM OF CONVERSION NOTICE]
TO: Telscape International, Inc.
The undersigned owner of this Debenture hereby: (i) irrevocably exercises
the option to convert this Debenture, or the portion hereof below designated,
for Common Stock of Telscape International, Inc. (the "Conversion Shares") in
accordance with the terms hereof and (ii) directs that such Conversion Shares
deliverable upon the conversion, together with any check in payment for
fractional shares and interest and any Debenture or Debentures representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If Conversion
Shares are to be delivered or registered in the name of a person other than the
undersigned, the undersigned will pay all taxes with respect thereto, and the
Company will not be required to issue or deliver a certificate for such
Conversion Shares until the undersigned has paid to the Company the amount of
such tax or has established to the satisfaction of the Company that such tax has
been paid.
Dated:
------------------ ----------------------------------
Signature
Fill in for registration of shares if to be delivered, and of Debentures if to
be issued, otherwise than to and in the name of the registered holder.
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Social Security or Other
Taxpayer Identifying Number
-----------------------------
(Name)
-----------------------------
(Street Address)
-----------------------------
(City, State and Zip Code)
(Please print name and address)
Principal Amount to be Converted (if less than all):
$
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