EXHIBIT 4.3
NEITHER THIS DEBENTURE NOR THE UNDERLYING COMMON
SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THE CORPORATION WILL NOT TRANSFER THIS
DEBENTURE UNLESS (i) THERE IS AN EFFECTIVE
REGISTRATION COVERING SUCH NOTE OR SHARES UNDER
THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN
ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR
ITS AGENTS, STATING THAT IN THE OPINION OF THE
ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii)
THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OF 1933.
ILLUMINATED MEDIA INC.
a Minnesota corporation
10% SUBORDINATED
DEBENTURE DUE , 1996
Section 1. Terms. Skyway Advertising, Inc., a Minnesota corporation
("Corporation"), which term includes any successor corporation, for value
received, hereby promises to pay to ("Holder"), or Holder's
assigns, the principal sum of dollars ($
) on , 1996, together with interest on the outstanding principal
amount at the rate of 10% per annum.
Section 2. Payments. Payments of principal and interest shall be made
in lawful money of the United States of America to Holder at the address
provided to the Corporation by the Holder, as appears on this instrument
below or at such other addresses as sent by Holder to the Corporation by
registered US mail at least twenty (20) days before said payment date.
Section 3. Default. The occurrence of one or more of the following
events shall constitute an event of default:
3.1 Continued nonpayment of the interest due on this debenture for more
than thirty (30) days beyond the payment date when due.
3.2 The nonpayment of the principal of this debenture when the same
shall have become due and payable.
3.3 The entry of a decree or order by a court having jurisdiction in the
premises adjudging the Corporation a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement,
adjustment, or composition of or in respect of the Corporation under the
federal Bankruptcy Act or any other applicable federal or state law, or
appointing a receiver, liquidator, assignee, or trustee of the Corporation, or
any substantial part if its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of sixty (60) consecutive days.
3.4 The institution by the Corporation of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under the federal
Bankruptcy Act or any other applicable federal or state law, or the consent
by it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, or trustee of the Corporation, or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the
Corporation in furtherance of any such action.
3.5 Default in the obligation of the Corporation for borrowed money,
other than this debenture, which shall continue for a period of thirty (30)
days.
Section 4. Acceleration. At the option of the Holder, and without
demand or notice, all principal and any unpaid interest shall become
immediately due and payable upon a default as set forth in Section 3
above.
Section 5. Subordination.
5.1 The rights of the Holder under the terms of this debenture shall be
subordinated to:
5.1.1 the principal of, premium, if any, and accrued and unpaid interest
(whether accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Corporation) on (i) any secured indebtedness
of the Corporation for money borrowed, whether outstanding on the date
of execution of this debenture or thereafter created, incurred or assumed,
(ii) guarantees by the Corporation of any secured indebtedness for money
borrowed by any other person, whether outstanding on the date of
execution of this debenture or thereafter created, incurred or assumed, (iii)
any secured indebtedness evidenced by notes, debentures, bonds or other
instruments of indebtedness for the payment of which the Corporation is
responsible or liable, by guarantees or otherwise, whether outstanding on
the date of execution of this debenture or thereafter created, incurred or
assumed, (iv) obligations of the Corporation under any agreement to lease,
or lease of, any real or personal property, whether outstanding on the date
of execution of this debenture or thereafter created, incurred or assumed,
5.1.2 any other secured indebtedness, liability, or obligation,
contingent or otherwise, of the Corporation and any guarantee,
endorsement, or other contingent obligation in respect thereof, whether
outstanding on the date of execution of this debenture or thereafter created,
incurred or assumed, and
5.1.3 modifications, renewals, extensions, and refundings of any such
indebtedness, liabilities, or obligations; unless, in the instrument creating
or evidencing the same or pursuant to which the same is outstanding, it is
provided that such indebtedness, liabilities, or obligations or such
modification, renewal, extension, or refunding thereof, or the obligations
of the Corporation pursuant to such a guarantee, are not superior in right of
payment to the debentures.
5.2 In the event that the assets of the Corporation are insufficient to
satisfy this debenture and all other debentures issued contemporaneously
by the Corporation, the available assets of the Corporation shall be
distributed pro rata to all such Holders based on the total principal and
interest then due to each such Holder.
5.3 The rights of the Holder, under the terms of this debenture shall be
superior to any obligation due any holder of the common shares of the
Corporation arising solely out of the fact that such person is an owner of
the common shares of the Corporation.
Section 6. Restrictions on Transfer. This debenture has not been
registered under the Securities Act of 1933. This debenture, or any right
hereunder, may not be enforced against the Corporation by any Holder,
except the original Holder herein, (i) unless there is an effective
registration covering such note or underlying right under the Securities
Act of 1933 and applicable state securities laws, (ii) unless the
Corporation receives an opinion of an attorney, licensed to practice within
the United States, that the transfer of the debenture, or any underlying
right, complies with the requirements of the Securities Act of 1933 and
any relevant state securities law, or (iii) unless the transfer is made
pursuant to Rule 144 under the Securities Act of 1933.
Section 7. Notices. All notices and other communications required or
permitted under this debenture shall be validly given, made, or served if in
writing and delivered personally or sent by registered mail, to the
Corporation at the following address:
Skyway Advertising, Inc.
Suite 715
15 South 5th Street
Minneapolis, Minnesota 55402
All notices and other communications required or permitted under this
debenture shall be validly given, made or served if in writing and
delivered personally or sent by registered mail, to the Holder at the
following address:
___________________
___________________
___________________
Section 8. Pronouns. Any masculine personal pronoun shall be
considered to mean the corresponding feminine or neuter personal
pronoun, as the context requires.
Section 9. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota, United
States of America.
Section 10. Titles and Captions. All section titles or captions contained
in this Agreement are for convenience only and shall not be deemed part
of the context nor effect the interpretation of this Agreement.
Section 11. Computation of Time. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which
the designated period of time begins to run shall be included, unless it is a
Saturday, Sunday, or a legal holiday, in which event the period shall begin
to run on the next day which is not a Saturday, Sunday, or legal holiday, in
which event the period shall run until the end of the next day thereafter
which is not a Saturday, Sunday, or legal holiday.
Section 12. Presumption. This Agreement or any section thereof shall
not be construed against any party due to the fact that said Agreement or
any section thereof was drafted by said party.
Section 13. Further Action. The parties hereto shall execute and deliver
all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.
Section 14. Parties in Interest. Nothing herein shall be construed to be to
the benefit of any third party, nor is it intended that any provision shall be
for the benefit of any third party.
Section 15. Attorney Fees. If suit or action is instituted in connection
with any controversy arising out of this debenture, or in the enforcement
of any rights hereunder, the prevailing party shall be entitled to recover in
addition to costs such sums as the court may adjudge as reasonable
attorney fees, including attorney fees of any appeal.
IN WITNESS WHEREOF, Robert H. Blank, as Chairman of Illuminated
Media Inc., has executed this debenture to be effective as of the ____ day
of _______________, 19__.
Illuminated Media Inc..
a Minnesota corporation
by:_______________________________
Robert H. Blank, Chairman and CEO