THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING THIS DEBENTURE AND/OR SUCH SECURITIES, OR THE
HOLDER FURNISHES AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION STATING
THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE
QUALIFICATION REQUIREMENTS UNDER STATE LAW.
FIBERCORE, INC.
Amended and Restated Convertible Debenture
$2,000,000 Dated as of April 17, 1995
1. OBLIGATION. FOR VALUE RECEIVED, FiberCore, Inc., a Nevada
corporation (the "Corporation"), hereby promises to pay to AMP INCORPORATED (the
"Holder"), on April 17, 2005 the principal sum of Two Million Dollars
($2,000,000), together with interest on such principal sum from the date hereof
until payment in full of the principal computed as set forth below. Interest
shall be due at maturity and shall be computed by adding simple interest at the
Applicable Rate for each Interest Period. The first Interest Period shall
commence on the date hereof and end on June 30, 1995. Each successive Interest
Period shall commence on the first day of the calendar quarter (i.e., January 1,
April 1, July 1, and October 1) and end on the last day of such calendar
quarter; provided however, the final Interest Period shall end on the date of
payment in full of the principal sum hereof. The Applicable Rate for each
Interest Period shall be determined by adding 1% to the London Interbank Offered
Rate (LIBOR) for three month deposits as quoted in The Wall Street Journal dated
the business day immediately preceding the commencement of such Interest Period.
2. PREPAYMENT. Upon not less than 30 days prior written notice to the
Holder, the Corporation may prepay this Debenture at any time and from time to
time, in whole or in part without penalty by payment of the principal sum to be
prepaid together with interest on such sum to the date of such prepayment. The
Corporation shall be required to prepay the entire principal sum and accrued
interest of this Debenture upon not less than thirty day's notice from the
Holder demanding such prepayment, which notice may be given only after the right
of conversion of this Debenture terminates pursuant to the fifth sentence of
Section 3 hereof.
3. CONVERSION. All outstanding principal and accrued interest on this
Debenture is convertible, at the option of the Holder, at any time into fully
paid and nonassessable shares of the Corporation's Common Stock at the
conversion rate (the "Conversion Rate") of $1.15762 per share. Any such
conversion shall be in the minimum amount of $1,000,000 and integral multiples
of $250,000; provided, however, the final conversion may be for all of the
remaining principal and accrued interest. Any partial conversion of this
Debenture shall be deemed a conversion of
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the principal sum hereof until the entire principal amount is converted.
Thereafter, any conversion shall be of accrued interest. If the Corporation is
the issuer of securities to be sold by it under an effective registration
statement pursuant to the Securities Act of 1933, as amended, the Corporation
will provide no less than ten days prior notice thereof to the Holder and all
conversion rights hereunder will terminate upon the closing of the sale by the
Corporation of the securities covered by said registration statement unless the
Holder shall have converted this Debenture before said date. In the event the
Common Stock is split, subdivided or combined, the Conversion Rate thereafter in
effect shall be appropriately adjusted by the Corporation to provide the Holder
with the number of shares of Common Stock upon conversion such Holder would have
received on such split, subdivision or combination if it had converted this
Debenture immediately prior thereto. In the event the Common Stock is
reclassified or the Corporation merges or combines with another entity in a
transaction in which the holders of Common Stock receive securities or other
consideration in respect of such Common Stock, the Holder shall be entitled
after such event to convert this Debenture into the kind and type of securities
it would have received had the Holder converted this Debenture immediately prior
to such event.
4. GUARANTEED VALUE. Notwithstanding anything herein to the contrary,
if the closing price of the Corporation's Common Stock as quoted on the Nasdaq
National Market during the first two (2) years subsequent to the date hereof
does not equal or exceed $1.7364 (as adjusted for stock splits, stock dividends
or other recapitalization events) for a period of thirty (30) consecutive
trading days within which period the Holder is not restricted from selling the
Common Stock issuable upon conversion of the Debenture by any federal or state
securities laws or by contract with the Corporation, then effective on the
second anniversary hereof, an additional number of shares of the Corporation's
Common Stock shall be issued to the Holder and an adjustment shall be made in
the Conversion Rate for the outstanding balance of the debenture such that the
total number of shares (i) issued upon partial conversion of that certain
Convertible Debenture, dated as of April 17, 1995 (i.e. 3,058,833 shares), (ii)
held by the Holder as a result of the conversion or partial conversion of this
Debenture, and (iii) issuable to Holder upon conversion of the outstanding
principal balance and accrued interest under this Debenture, would have a market
value (based on the average closing price of the Corporation's shares of Common
Stock during the last thirty (30) trading days preceding the second anniversary
hereof) equal to $7,500,000; provided, however that not more than 6,478,810
shares of the Corporation's Common Stock (as adjusted for stock splits, stock
dividends or other recapitalization events) will be issued or issuable to the
Holder as a result of the conversion of this Debenture and this Section 4. In
the alternative, the Corporation may satisfy this guaranty on the second
anniversary hereof by offering or arranging for its designee to offer to
purchase from the Holder the converted shares and the outstanding balance of
this debenture, including accrued interest, for $7,500,000, reduced pro rata for
any intervening sales of shares by the Holder. Such offer to purchase shall be
for cash only or other immediately available funds.
5. SURRENDER AND CANCELLATION OF DEBENTURE. Upon written notice of a
conversion by the Holder together with delivery of this Debenture to the
Corporation or its transfer agent, the applicable amount of outstanding
principal and accrued interest on this Debenture shall be converted. The
Corporation shall not be obligated to issue certificates evidencing the shares
of the securities issuable upon such conversion unless this Debenture is
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either delivered to the Corporation or its transfer agent, or the Holder
notifies the Corporation or its transfer agent that this Debenture has been
lost, stolen or destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection with this Debenture. The Corporation shall, as soon as practicable
after such delivery, or such agreement and indemnification, issue and deliver at
such office to the Holder of this Debenture, a certificate for the securities to
which the Holder shall be entitled. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of closing of the
transaction causing conversion or the date of receipt of written notice by the
Corporation from the Holder causing conversion. The person entitled to receive
the securities issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such securities on such date.
6. COLLATERAL. This Debenture is issued to the Holder pursuant to a
Convertible Debenture Purchase Agreement dated as of April 17, 1995, as amended
November 27, 1996 (as amended, supplemented, or restated from time to time, the
"Purchase Agreement") and amends and restates in its entirety that certain
convertible debenture dated as of April 17, 1995, in the original principal
amount of $5,000,000. As of November 25, 1996, $5,393.82 of interest has accrued
and remains unpaid hereunder (with interest currently accruing at a rate of
$898.97 per day). Pursuant to the Purchase Agreement, this Debenture is secured
by certain collateral.
7. DEBENTURE CONFERS NO RIGHTS AS SHAREHOLDER. The Holder shall not
have any rights as a shareholder of the Corporation with regard to the shares
issuable hereunder prior to actual conversion hereunder.
8. WAIVERS. The Corporation hereby waives presentment, demand for
performance, notice of non-performance, protest, notice of protest and notice of
dishonor. No delay on the part of Holder in exercising any right hereunder shall
operate as a waiver of such right or any other right.
9. ASSIGNMENT. The Holder shall not assign this Debenture without the
prior written consent of the Corporation which consent shall not be withheld
except for valid business reasons.
3.
10. APPLICABLE LAW. This Debenture shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts applicable to
contracts between Massachusetts residents entered into and to be performed
entirely within the State of Massachusetts.
FIBERCORE, INC.
By: /s/ Mohd Aslami
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Mohd Aslami
President
4.