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EXHIBIT 4.3
THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS DEBENTURE MAY NOT BE
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO ENVIRONMENTAL SAFEGUARDS OF
AN OPINION OF LEGAL COUNSEL SATISFACTORY TO ENVIRONMENTAL SAFEGUARDS, INC. THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE
SECURITIES LAWS.
CONVERTIBLE DEBENTURE
OF
ENVIRONMENTAL SAFEGUARDS, INC.
________, 1996
FOR VALUE RECEIVED, ENVIRONMENTAL SAFEGUARDS, INC., a Nevada
corporation with its principal office located at 6430 Mayfair, Houston, Texas
77087 (the "Company"), unconditionally promises to pay to _____________________
___________________, or the registered assignee, upon presentation of this
debenture (herein sometimes referred to as the "Debenture" or the "Note") by
the registered holder hereof at the office of the Company, the principal sum of
$ ______________, together with the accrued and unpaid interest thereon and
other sums as hereinafter provided.
1. INTEREST. Interest on the principal amount outstanding
hereunder shall be paid semi-annually at the rate of ten percent (10%) per
annum from the date of issuance on June 1 and December 1 of each year
("Interest Payment Date"), commencing December 1, 1996, to the persons in whose
names such Debentures are registered at the close of business on the May 15 or
November 15 immediately preceding such Interest Payment Date (the "Record
Date"). Interest will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.
Principal and interest on the Debenture will be payable and the
Debenture will be convertible at the office or agency of the Company. At the
option of the Company, payment of interest may be made by wire transfer or
check mailed to the holder of the Debenture (individually a "Holder" and
collectively the "Holders") at the address set forth upon the registry books of
the Company. No service charge will be made on any registration of transfer of
the Debenture, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
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2. MATURITY. The principal amount of this Debenture and all
interest accrued thereon but not yet paid shall become immediately due and
payable on the date (the "Maturity Date") on which the first event specified
below occurs:
a. The Company in its sole discretion chooses to redeem all
outstanding Debentures in accordance with Section 4 hereof; or
b. December 31, 2000.
3. PAYMENT. Payment of any sums due to the Holder under the terms
of this Debenture shall be made in United States Dollars by check or wire
transfer at the option of the Company. Payment shall be made to any account or
address designated by the Holder any time prior to any payment due hereunder.
If any payment hereunder would otherwise become due and payable on a day on
which banks are closed or permitted to be closed in Houston, Texas, such
payment shall become due and payable on the next succeeding day on which banks
are open and not permitted to be closed in Houston, Texas ("Business Day").
4. OPTIONAL REDEMPTION. Subject to the subordination provisions
hereinafter contained, the Note will be subject to redemption at the option of
the Company, in whole or in part, at any time and from time to time, upon not
less than 30 nor more than 60 days notice, at 102% of the principal face amount
of the Debenture if redeemed on or before December 1, 1996 and at 100% of the
principal face amount of the Debenture if redeemed after December 1, 1996 plus
any accrued and unpaid interest to the redemption date.
If less than all of the Debentures are to be redeemed at any time,
selection of Debentures for redemption will be made on a pro rata basis. Notice
of redemption shall be mailed by first class mail at least 30 but not more than
60 days before the redemption date to each Holder of Debentures to be redeemed
at its registered address. If any Debenture is to be redeemed in part only, the
notice of redemption that relates to such Debenture shall state the portion of
the principal amount thereof to be redeemed. A new Debenture in the principal
amount equal to the unredeemed portion thereof will be issued in the name of
the Holder upon cancellation of the original Debenture. After the redemption
date, unless the Company shall default in the payment of the redemption price,
interest will cease to accrue on Debentures or portions thereof called for
redemption.
5. SUBORDINATION. The Company covenants and agrees, and the
Holder and each subsequent registered assignee of this Note by acceptance
hereof likewise covenants and agrees, anything in this Note to the contrary
notwithstanding, that the payment of all indebtedness evidenced by this Note
is, to the extent and manner hereinafter set forth, subordinated in right of
payment to all existing and future Senior Indebtedness (as
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hereinafter defined) of the Company and ranking pari passu with all other past
and future indebtedness of the Company.
For purposes of this Note, the term "Senior Indebtedness" shall mean
and include (i) indebtedness of the Company for money heretofore, now or
hereafter borrowed by the Company (or by any subsidiary of the Company and
guaranteed by the Company) from any bank or banks, savings and loan association
or associations, insurance company or companies or other institutional lender
or lenders, including any modifications, renewals, extensions, increases or
refundings of indebtedness of the kind described in this clause (i), and (ii)
such other indebtedness of the Company or its subsidiaries as to which the
Company, in its sole discretion, expressly subordinates the right of payment
hereof as reflected, by written notation, on such instrument evidencing the
future indebtedness. Each Holder of this Debenture agrees, solely for the
benefit of holders of Senior Indebtedness, that no consent of any Holder of
this Debenture shall be required for any modification, renewal, extension or
refinancing of any Senior Indebtedness or waiver of any guaranty therefor or
any collateral securing payment thereof or any other alteration of the
relationship between the Company and any holder of Senior Indebtedness.
Upon any distribution of assets of the Company upon any dissolution,
winding up, total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a
similar proceeding or upon assignment for the benefit of creditors, (i) the
holders of all Senior Indebtedness of the Company will first be entitled to
receive payment in full, in accordance with the terms of such Senior
Indebtedness, of the principal thereof (and premium, if any) and the interest
due thereon, before the Holders are entitled to receive any payment on account
of the principal and interest on the Debentures and (ii) any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities to which the Holders would be entitled, except for
the subordination provisions contained in the Debenture, will be paid by the
liquidating trustee or agent or other person making such a payment or
distribution directly to the holders of Senior Indebtedness of the Company or
their representative to the extent necessary to make payment in full of all
such Senior Indebtedness remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.
In the event that, notwithstanding the foregoing, upon any such dissolution,
winding up, liquidation or reorganization, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than shares of stock of the Company as reorganized or
readjusted or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment), the payment of which is
subordinate to the payment of all Senior Indebtedness which may at the time be
outstanding and which are provided for by a plan of reorganization or
readjustment which does not alter the rights of the holder(s) of Senior
Indebtedness at the time outstanding and under which such payment or
distribution shall be received by a Holder of this Debenture before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over
to the holders of such Senior Indebtedness ratably for application to
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the payment of all Senior Indebtedness remaining unpaid until all of such
Senior Indebtedness shall have been paid in full, after giving effect to the
concurrent payment or distribution to the holders of any such Senior
Indebtedness.
Subject to the payment in full of all Senior Indebtedness, the Holder
of this Debenture shall be subrogated to the rights of the holders of all
Senior Indebtedness to receive payments or distributions of assets of the
Company applicable to the Senior Indebtedness until this Debenture shall be
paid in full and none of the payments or distributions to holders of the Senior
Indebtedness to which the Holder of this Debenture would be entitled except for
the provisions of this Section 5 shall, as between the Company, its creditors,
and the Holders of this Debenture, be deemed to be a payment by the Company to
or on account of Senior Indebtedness of the Company. No provision contained in
this Debenture will affect the obligation of the Company, which is absolute and
unconditional, to pay, when due, principal and interest on the Debenture. The
subordination provisions of this Debenture will not prevent the occurrence of
any Default or Event of Default under the Debenture or limit the rights of any
Holder, subject to the two preceding paragraphs, to pursue any other rights or
remedies with respect to the Debenture.
As a result of these subordination provisions, in the event of a
liquidation, bankruptcy, reorganization, insolvency, receivership or similar
proceeding or an assignment for the benefit of the creditors of the Company or
any of its subsidiaries or a marshalling of assets or liabilities of the
Company and its subsidiaries, Holders of the Debentures may receive ratably
less than other creditors.
Each Holder of this Debenture agrees that each holder of Senior
Indebtedness, whether outstanding at the date of this Debenture or incurred
hereafter, shall have purchased or accepted or will purchase or accept such
Senior Indebtedness in reliance upon the subordination provision contained in
this Debenture.
6. CONVERSION RIGHTS.
(a) The Holder of this Debenture will have the right, at
the Holder's option, to convert any portion of the principal amount
hereof and/or the accrued and unpaid interest hereon, into shares of
Common Stock at any time prior to maturity (unless earlier redeemed)
at the Conversion Price of $0.60 per share (subject to adjustment as
described below). The right to convert A Debenture and the accrued and
unpaid interest thereon called for redemption will terminate at the
close of business on the business day prior to the redemption date for
such Debenture, unless THE Company subsequently fails to pay the
applicable redemption price.
The Holder of this Debenture shall be entitled to convert all
or any portion of the principal face amount of the Debenture plus the
accrued and unpaid interest
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thereon into shares of Common Stock by (i) giving written notice to
the Company that such Holder elects to convert into Common Stock, (ii)
stating in such written notice the denominations in which such Holder
wishes the certificate or certificates for Common Stock to be issued
and (iii) surrendering this Debenture to the Company. The Company
will, as soon as practicable thereafter, cause to be issued and
delivered to such Holder certificates for the number of full shares of
Common Stock to which such Holder shall be entitled as aforesaid and,
if necessary, a new Debenture representing any unconverted portion of
this Debenture. The Company shall not issue fractional shares of
Common Stock upon conversion, but the number of shares of Common Stock
to be received by any Holder upon conversion shall be rounded down to
the next whole number and the Holder shall be entitled to payment of
the remaining principal amount in cash.
(b) In the event the Company effectively registers its
securities under the Securities Exchange Act of 1934, as amended, and
effectively registers for resale the Common Stock into which the
Debentures are convertible on a Form S-3 or other applicable form,
such actions shall result in the mandatory conversion of the
Debentures and the accrued and unpaid interest thereon, if any, into
shares of the Company's Common Stock at the conversion price of $.60
per share. No fractional shares will be issued upon conversion but, in
lieu thereof, an appropriate amount will be paid in cash by the
Company.
In the case of any Debenture which has been mandatorily or
voluntarily converted after any Record Date, but on or before the next
Interest Payment Date, interest, the stated due date of which is on
such Interest Payment Date, shall be payable on such Interest Payment
Date notwithstanding such conversions. The interest shall be paid in
cash on the Interest Payment Date, unless prior thereto the Holder
elects by written notice to the Company to convert such interest into
shares of Common Stock at the conversion price of $0.60 per share.
(c) In case of any reclassification, consolidation or
merger of the Company with or into another entity or any merger of
another entity with or into the Company, or in the case of any sale,
transfer or conveyance of all or substantially all of the assets of
the Company (computed on a consolidated basis), each Debenture then
outstanding will, without the consent of any Holder, become
convertible only into the kind and amount of securities, cash or other
property receivable upon such reclassification, consolidation, merger,
sale, transfer or conveyance by a Holder of the number of shares of
Common Stock into which such Debenture and the accrued and unpaid
interest thereon was convertible immediately prior thereto, after
giving effect to any adjustment event.
7. CONVERSION RATE ADJUSTMENT OF DEBENTURES. The Conversion Rate
of the Debentures shall be subject to adjustment from time to time as follows:
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a. If and whenever the Company shall issue any
additional shares of Common Stock, otherwise than by way of
subdivision or combination of shares ("Additional Stock"), then
successively upon each such issuance the Conversion Price shall be
immediately (except as provided below) adjusted in accordance with the
following formula: Sixty Cents multiplied by the quotient resulting
from dividing the aggregate consideration, determined in accordance
with this Section 7, received by the Company for its shares of Common
Stock then outstanding by the product of sixty cents ($0.60)
multiplied by the number of shares of Common Stock outstanding after
any such issuance; provided, however, that the issuance of 138,690
shares of the Company's Common Stock in exchange for the services of
certain directors and former key employees of the Company and the
issuance of 80,357 shares of Common Stock in satisfaction of certain
promissory notes of the Company pursuant to certain Release and
Settlement Agreements executed in February 1996, shall not be an
issuance of Additional Stock for purposes of this Section 7 and
shall not result in any adjustment to the Conversion Price. The
resulting quotient, adjusted to the nearest .001, shall thereafter be
the Conversion Price until further adjusted as herein provided;
provided, however, that no such adjustment shall be made if the
aforesaid quotient shall be greater than $0.60.
For the purposes of this Section 7, the Company shall be
deemed to have received as consideration for the shares of its Common
Stock outstanding at the time of making any computation hereunder the
sum of Three Million Four Hundred Sixty-Two Thousand Two Hundred
Ninety-Eight and Twenty Hundredths Dollars ($3,462,298.20) plus any
additional consideration received by the Company for its shares of
Additional Stock plus Sixty Cents ($0.60) for each share of Common
Stock hereafter issued which does not constitute Additional Stock.
b. For the purposes of any adjustment of the Conversion
Price pursuant to this Section 7, the following provisions shall be
applicable:
(i) In case the Company shall at any time issue
any Additional Stock for cash, the consideration received by
the Company therefor shall be deemed to be the amount of cash
received by the Company for such Additional Stock before
deducting therefrom the amount of any commission, discount or
other expenses which may have been paid or incurred by the
Company for any underwriting of, or otherwise in connection
with, the issuance or sale of such Additional Stock.
(ii) In case of the issuance of Additional Stock
in payment or satisfaction of any dividend on any class of
stock of the Company other than Common Stock, the amount of
the consideration received by the Company for such Additional
Stock shall be deemed to be the amount of the obligation in
respect of dividends that shall be discharged by the issuance
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of such Additional Stock. In case of the issuance of
Additional Stock as a dividend on the Common Stock, the
Additional Stock shall be deemed to have been issued without
consideration.
(iii) In case of the issuance of Additional Stock
for a consideration other than cash (and other than shares of
stock or other securities of the Company) or a consideration
part of which shall be other than cash (and other than shares
of stock or other securities of the Company), the amount of
such consideration other than cash received by the Company
therefor shall be deemed to be the market value of the shares
of Additional Stock on the date the issuance thereof is
authorized by the Board of Directors of the Company less the
cash received, if any. For the purposes of this subsection
(iii) and subsection (iv) below, the term "market value" shall
mean the mean between the bid and asked quotations for the
Company's Common Stock at the close of trading on the
over-the-counter bulletin board on such date.
(iv) In the case of the issuance of Additional
Stock in exchange for outstanding shares of stock of any other
class, or for other securities, of the Company, the amount of
the consideration received by the Company for such Additional
Stock shall be deemed to be the market value, determined as
provided in subsection (iii) above, of the shares of
Additional Stock so issued.
(v) In the case of the issuance of Additional
Stock upon the conversion of any obligations of the Company
that shall be convertible into Common Stock, the amount of the
consideration received by the Company for such Additional
Stock shall be deemed to be the principal amount of such
obligations so converted into such Additional Stock plus the
amount of cash, if any, required to be paid to the Company in
connection with the conversion of such obligations other than
by way of adjustment of interest.
(vi) In the case of the issuance of Additional
Stock upon the exercise or conversion of any security of the
Company that shall be convertible into Common Stock, the
amount of the consideration received by the Company for such
Additional Stock shall be deemed to be the amount of the
consideration received by the Company for the security so
exercised or converted plus the amount of cash, if any,
required to be paid to the Company in connection with the
exercise or conversion of such security other than by way of
adjustment of dividends. For the purpose of this subsection,
the amount of the consideration received by the Company for
the shares so exercised or converted shall be computed in like
manner to that provided in subsections (i) through (v) above
as appropriate.
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(vii) Any adjustments in the Conversion Price
required to be made in accordance with the provisions hereof
by reason of the issuance of Additional Stock upon the
exercise or conversion of convertible obligations or any
exercisable or convertible security shall be made only (1) as
of the close of business on March 31, June 30, September 30
and December 31 in each calendar year, in respect of the
shares of Additional Stock issued upon such exercise or
conversion during the quarterly period ending on that day, and
(2) as of the close of business on the day upon which the
right to exercise or convert such obligations or securities
shall expire, in respect of the shares of Additional Stock so
issued between the close of business on the preceding March
31, June 30, September 30 or December 31, as the case may be,
and the close of business on the day on which such right of
conversion shall expire.
(viii) Neither the purchase or other acquisition by
the Company of any Common Stock nor the sale or other
disposition by the Company of any Common Stock at any time
theretofore purchased or otherwise acquired by it shall effect
any adjustment of the Conversion Price or be taken into
account in computing any subsequent adjustment of the
Conversion Price. Shares of Common Stock at any time held in
the treasury of the Company shall not be deemed to be
outstanding at that time for the purposes hereof.
c. In case the shares of Common Stock issuable upon
conversion of the Debentures at any time outstanding shall be
subdivided into a greater or combined into a lesser number of shares
of Common Stock (whether with or without par value), the Conversion
Price shall be decreased in the case of subdivision or increased in
the case of a combination to an amount which shall bear the same
relation to the Conversion Price in effect immediately prior to such
subdivision or combination as the total number of shares of Common
Stock outstanding immediately prior to such subdivision or combination
shall bear to the total number of shares of Common Stock outstanding
immediately after such subdivision or combination.
d. The Company shall not be required, except as
hereinafter provided, to make any adjustment of the Conversion Price
in any case in which the amount by which such Conversion Price would
be decreased in accordance with the foregoing provisions would be less
than one-tenth of one cent.
8. EVENTS OF DEFAULTS AND REMEDIES. The following are deemed to
be an event of default ("Event of Default") hereunder: (i) the failure by the
Company to pay any installment of interest on the Debenture as and when due and
payable and the continuance of any such failure for 30 days, (ii) the failure
by the Company to pay all or any part of the principal on the Debenture when
and as the same become due and payable at maturity, by acceleration or
otherwise, (iii) the failure of the Company to perform any
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conversion of Debentures required under the Debenture and the continuance of
any such failure for 30 days, (iv) the failure by the Company to observe or
perform any other covenant or agreement contained in the Debenture and the
continuance of such failure for a period of 30 days after the written notice is
given to the Company by the Holders, (v) the assignment by the Company for the
benefit of creditors, or an application by the Company to any tribunal for the
appointment of a trustee or receiver of a substantial part of the assets of the
Company, or the commencement of any proceedings relating to the Company under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts,
dissolution or other liquidation law of any jurisdiction; or the filing of such
application, or the commencement of any such proceedings against the Company
and an indication of consent by the Company to such proceedings, or the
appointment of such trustee or receiver, or an adjudication of the Company
bankrupt or insolvent, or approval of the petition in any such proceedings, and
such order remains in effect for 60 days; or (vi) a default in the payment of
principal or interest when due which extends beyond any stated period of grace
applicable thereto or an acceleration for any other reason of maturity of any
indebtedness for borrowed money of the Company with an aggregate principal
amount in excess of $100,000 and (vii) final unsatisfied judgments not covered
by insurance aggregating in excess of $100,000, at any one time rendered.
against the Company and not stayed, bonded or discharged within 75 days.
If an Event of Default occurs and is continuing (other than an Event
of Default specified in clause (v) above with respect to the Company), then in
every such case, unless the principal of all of the Debentures shall have
already become due and payable, the Holders of 25% in aggregate principal
amount of the Debentures then outstanding, by notice in writing to the Company
(an "Acceleration Notice"), may declare all principal and accrued and unpaid
interest thereon to be due and payable immediately. If an event of Default
specified in clause (v) above occurs with respect to the Company, all principal
and accrued and unpaid interest thereon will be immediately due and payable on
all outstanding Debentures without any declaration or other act on the part of
the Holders. The Holders of no less than a majority in aggregate principal
amount of Debentures generally are authorized to rescind such acceleration if
all existing Events of Default, other than the non-payment of the principal and
interest on the Debentures which have become due solely by such acceleration,
have been cured or waived.
Prior to the declaration of acceleration of the maturity of the
Debentures, the Holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may waive on behalf of all of the Holders
any default, except a default in the payment of principal or interest on any
Debenture not yet cured, or a default with respect to any covenant or provision
which cannot be modified or amended without the consent of the Holder of the
affected Debentures.
9. LIMITATION ON MERGER, SALE OR CONSOLIDATION. The Company may
not, directly or indirectly, consolidate with or merge into another person or
sell, lease, convey or transfer all or substantially all of its assets
(computed on a consolidated basis),
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whether in a single transaction or a series of related transactions, to another
person or group of affiliated persons, unless either (a) in the case of a
merger or consolidation, the Company is the surviving entity or (b) the
resulting, surviving or transferee entity is a corporation or limited liability
company organized under the laws of the United States, any state thereof or the
District of Columbia and expressly assumes by supplemental agreement all of the
obligations of the Company in connection with the Debentures.
Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company in accordance with the
foregoing, the successor corporation or limited liability company formed by
such consolidation or into which the Company is merged or to which such
transfer is made, shall succeed to, and be substituted for, and may exercise
every right and power of the Company under the Debenture with the same effect
as if such successor corporation or limited liability company had been named
therein as the Company, and the Company will be released from its obligations
under the Debentures, except as to any obligations that arise from or as a
result of such transaction.
10. NO PERSONAL LIABILITY OF SHAREHOLDERS, OFFICER, DIRECTORS. No
recourse shall be had for the payment of the principal or the interest on this
Debenture, or for any claim based thereon, or otherwise in respect thereof, or
based on or in respect of any Debenture supplemental thereto, against any
incorporator, stockholder, officer, or director (past, present, or future) of
the Company, whether by virtue of any constitution, statute, or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being by the acceptance hereof, and as part of the consideration for
the.issue hereof, expressly waived and released.
11. GOVERNING LAW: CONSENT TO JURISDICTION. THIS DEBENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
12. AMENDMENT AND WAIVER. Any waiver or amendment hereto shall be
in writing signed by the Holder. No failure on the part of the Holder to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Holder of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other rights. The remedies herein provided are cumulative and not
exclusive of any other remedies provided by law.
13. ASSIGNMENT.
(a) The registered Debenture Holder agrees upon transfer
of this Debenture, to give written notice to the Company of such
transfer. Such notice shall describe the manner and circumstances of
the transfer in detail so as to enable the Company to provide such
information as may be required of the Company by the Securities and
Exchange Commission and the relevant state
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securities divisions. The transferee of this Debenture shall be bound
by the provisions of this Debenture. The register of the transfer of
this Debenture shall occur upon the delivery of this Debenture,
endorsed by the registered Holder or his duly authorized attorney,
signature guaranteed, to the Company or its transfer agent. Each
Debenture instrument issued upon the transfer of this Debenture shall
have the restrictive legend contained herein conspicuously imprinted
on it.
(b) In the event the Company successfully effects
registration of the Common Stock into which this Debenture is
convertible, the Company may stop or prevent the transfer of such
Common Stock for a period not to exceed 60 days in the event the
Company files a registration statement for the sale of its
securities, and for an indefinite period of time if the Company, in
its sole discretion, believes that such security holder has material
non-public information.
14. ENTIRE AGREEMENT; HEADINGS. This Debenture constitutes the
entire agreement between the Holder and the Company pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements,
representations and understandings, written or oral, of such parties. The
headings are for reference purposes only and shall not be used in construing or
interpreting this Debenture.
All notices to the Company shall be sent to its principal place of
business as it appears on the face of this Debenture.
Witness the facsimile seal of the Company and the facsimile signature
of its duly authorized officers.
ENVIRONMENTAL SAFEGUARDS, INC.
ATTEST:
-------------------------------
James S. Percell
- -------------------------------- President and Chief Executive Officer
- --------------------------------
Secretary
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