EXHIBIT 4.3
NEITHER THIS DEBENTURE NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS DEBENTURE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.
NA-1 New York, New York
$ ,000 July 20, 1998
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IAS COMMUNICATIONS, INC.
8% REDEEMABLE CONVERTIBLE DEBENTURE DUE JULY 15, 2001 (SERIES B)
FOR VALUE RECEIVED, IAS Communications, Inc., an Oregon corporation (the
"Company"), hereby promises to pay to the order of Augustine Fund LP,
the principal amount of thousand dollars ($ ,000) on July
15, 2001. Interest on this Debenture shall be payable quarterly, on the 15th
day of each October, January, April and July of each year to the holder of
record of this Debenture on the last day of September, December, March and June,
respectively, with the first interest payment being due on October 15, 1998.
Interest shall be payable at the rate of eight percent (8%) per annum (computed
on the basis of a 360-day year, using the number of days actually elapsed).
Interest shall be payable, to the extent permitted by law, at the rate equal to
the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum rate
permitted by law, on the entire unpaid principal amount of this Debenture from
and after the time that such principal amount shall have become due and payable
(whether at maturity or by acceleration). In no event shall the rate of
interest exceed the maximum interest rate which may legally be charged, and any
payments which would result in an interest payment being in excess of such legal
rate shall be treated for all purposes as payments of principal. This Debenture
is one of the Company's 8% Redeemable Convertible Debentures due July 15, 2001
(collectively, the "Debentures"), which were issued in the aggregate maximum
principal amount of five million dollars ($5,000,000) (the "Maximum Principal
Amount"), which includes Debentures denominated as Series A and Series B.
ARTICLE 1.
Covenants of the Company
Until the principal of and interest on the Debentures shall have been paid
in full:
(a) Continued Organization; Good Standing. Each of the Company and each of
its present or future subsidiaries (each, a "Subsidiary") will continue its
corporate existences and good standing in the state or province of its
organization and in each other state or province in which it owns or leases real
property.
(b) Filings under the Securities Exchange Act of 1934. The Common Stock
has been registered pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Company shall file all reports required by Section 12
of the Exchange Act not later
than the date that such reports are due.
(c) Issue Additional Debentures. The Company will not issue any Debentures
in excess of the Maximum Principal Amount.
(d) Comply with Obligations under Subscription Agreement. The Company
shall comply in all material respects with its obligations pursuant to the
subscription agreements (collectively, the "Subscription Agreements") pursuant
to which the Debentures were issued.
ARTICLE 2.
Events of Default and Acceleration
(a) Events of Default Defined. The entire unpaid principal amount of this
Debenture, together with interest thereon shall, at the option of the holder
this Debenture, exercised by written notice to the Company, forthwith become and
be due and payable if any one or more the following events ("Events of Default")
shall have occurred (for any reason whatsoever and whether such happening shall
be voluntary or involuntary or be affected or come about by operation of law
pursuant to or in compliance with any judgment, decree, or order of any court or
any order, rule or regulation of any administrative or governmental body) and be
continuing. An Event of Default shall occur:
(i) if failure shall be made in the due and punctual payment of the
principal of this Debenture when and as the same shall become due; or
(ii) if failure shall be made in the due and punctual payment of any
installment of interest on this Debenture when and as the same shall become due
and payable whether at maturity or otherwise and such failure shall continue for
five (5) days after the date such payment is due; or
(iii) if the Company shall violate or breach any of the covenants set
forth in this Debenture and such violation or breach shall continue for twenty
(20) days after notice thereof shall be given to the Company by the holder of
any Debenture; or
(iv) If the Company shall violate or breach any of the
representations, warranties, covenants or agreements contained in any of the
Subscription Agreements, and such violation or breach shall continue for twenty
(20) days after notice shall be given to the Company by the holder of any
Debentures.
(v) if the Company or any Subsidiary shall consent to the appointment
of a receiver, trustee or liquidator of itself or of a substantial part of its
property, or shall admit in writing its inability to pay its debts generally as
they become due, or shall make a general assignment for the benefit of
creditors, or shall file a voluntary petition in bankruptcy, or an answer
seeking reorganization in a proceeding under any bankruptcy law (as now or
hereafter in effect) or an answer admitting the material allegations of a
petition filed against the Company or any Subsidiary, in any such proceeding, or
shall by voluntary petition, answer or consent, seek relief under the provisions
of any other now existing or future bankruptcy or other similar law providing
for the reorganization or winding up of corporations, or an arrangement,
composition, extension or adjustment with its or their creditors, or shall, in a
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petition in bankruptcy filed against it or them be adjudicated a bankrupt, or
the Company or any Subsidiary or their directors or a majority of its
stockholders shall vote to dissolve or liquidate the Company or any Subsidiary
other than a liquidation involving a transfer of assets from a Subsidiary to the
Company or another Subsidiary; or
(vi) if an involuntary petition shall be filed against the Company or
any Subsidiary seeking relief against the Company or any Subsidiary under any
now existing or future bankruptcy, insolvency or other similar law providing for
the reorganization or winding up of corporations, or an arrangement,
composition, extension or adjustment with its or their creditors, and such
petition shall not be vacated or set aside within sixty (60) days from the
filing thereof; or
(vii) if a court of competent jurisdiction shall enter an order,
judgment or decree appointing, without consent of the Company or any Subsidiary,
a receiver, trustee or liquidator of the Company or any Subsidiary, or of all or
any substantial part of the property of the Company or any Subsidiary, or
approving a petition filed against the Company or any Subsidiary seeking a
reorganization or arrangement of the Company or any Subsidiary under the Federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any State thereof, or any substantial part of the property of the
Company or any Subsidiary shall be sequestered; and such order, judgment or
decree shall not be vacated or set aside within sixty (60) days from the date of
the entry thereof; or
(viii) if, under the provisions of any law for the relief or aid of
debtors, any court of competent jurisdiction shall assume custody or control of
the Company or any Subsidiary or of all or any substantial part of the property
of the Company or any Subsidiary and such custody or control shall not be
terminated within sixty (60) days from the date of assumption of such custody or
control.
(b) Rights of Debenture Holder. Nothing in this Debenture shall be
construed to modify, amend or limit in any way the right of the holder of this
Debenture to bring an action against the Company.
ARTICLE 3.
Conversion
(a) Right of Conversion.
(i) At any time on or after the Initial Conversion Date, as
hereinafter defined, and subject to the rights of the Company to redeem
Debentures or restrict conversion pursuant to Paragraph 3(f) of this Debenture,
the holder of this Debenture shall have the right, in whole at any time and in
part from time to time, prior to payment of the principal of this Debenture, to
convert all or any part of the principal amount of this Debenture outstanding
from time to time and accrued interest into such number of shares of Common
Stock at the conversion price hereinafter defined (the "Conversion Price");
provided, that the right to conversion shall terminate at 5:00 P.M. New York
City time on the business day prior to the maturity date of this Debenture.
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(ii) The "Initial Conversion Date" shall mean the first to occur of:
(A) October 13, 1998 (the "Registration Date"), or
(B) The effective date of the Registration Statement, as
hereinafter defined.
(b) Exercise of Conversion Right. In order to exercise the conversion
right, the holder of this Debenture shall surrender this Debenture at the office
of the Company together with written instructions specifying the portion of the
principal amount of and accrued interest on this Debenture which the holder
elects to convert and the registration and delivery of certificates for shares
of Common Stock issuable upon such conversion. The shares of Common Stock
issuable upon conversion of this Debenture are referred to as the "Conversion
Shares." The number of Conversion Shares shall be determined by dividing the
amount of principal and interest being converted by the Conversion Price in
effect on the date of such conversion, which shall be the date this Debenture is
delivered to the Company for conversion. The holder shall thereupon be deemed
the holder of the shares of Common Stock so issued and the principal amount of
and interest on the Debenture, to the extent so converted, shall be deemed to
have been paid in full. If this Debenture shall have been converted in part,
the holder of this Debenture shall be entitled to a new Debenture representing
the unpaid principal balance of such Debenture remaining after deducting the
principal amount of the Debenture converted. Any interest not converted into
Common Stock pursuant to this Paragraph 3 shall be paid to the holder in cash at
the time of conversion.
(c) Conversion Price.
(i) The Conversion Price shall be the lesser of the Maximum
Conversion Price, as hereinafter defined, or the Current Conversion Price, as
hereinafter defined, which shall be subject to adjustment as hereinafter
provided.
(ii) The Maximum Conversion Price shall mean two and 85/100
dollars ($2.85).
(iii) The Current Conversion Price shall mean eighty five percent
(85%) of the average closing bid price of the Common Stock for the five (5)
trading days prior to the date on which this Debenture is presented for
conversion on the principal stock exchange or market on which the Common Stock
is traded. If there is more than one reported closing bid price on any day, the
lowest closing bid price shall be used for the closing bid price on such day.
If this Debenture is being converted in part only, then the Current Conversion
Price shall relate to the Debenture to the extent that principal and interest is
converted, and the Current Conversion Price for any subsequent conversion shall
be determined in accordance with this Paragraph 3(c)(iii) at the time of such
subsequent conversion.
(iv) The Maximum Conversion Price shall be subject to adjustment as
follows:
(A) If the Company shall, subsequent to July 13, 1998, (A) pay a
dividend or make a distribution on its shares of Common Stock in shares of
Common Stock, (B) subdivide or reclassify its outstanding Common Stock into a
greater number of shares, or (C) combine or reclassify its outstanding Common
Stock into a smaller number of shares or
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otherwise effect a reverse split, the Maximum Conversion Price in effect at the
time of the record date for such dividend or distribution or of the effective
date of such subdivision, combination or reclassification shall be
proportionately adjusted upward or downward, as the case may be. Such adjustment
shall be made successively whenever any event listed in this Paragraph
3(c)(iv)(A) shall occur.
(B) In case the Company shall, subsequent to July 13, 1998, issue
rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (or having a conversion price per share) less than the
current market price of the Common Stock (as defined in Paragraph 3(c)(iv)(D) of
this Debenture) on the record date mentioned below, the Maximum Conversion Price
shall be adjusted so that the Maximum Conversion Price shall equal the price
determined by multiplying the Maximum Conversion Price in effect immediately
prior to the date of such issuance by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding on the record date mentioned
below plus the number of additional shares of Common Stock which the aggregate
offering price of the total number of shares of Common Stock so offered (or the
aggregate conversion price of the convertible securities so offered) would
purchase at such current market price per share of the Common Stock, and the
denominator of which shall be the number of shares of Common Stock outstanding
on such record date plus the maximum number of additional shares of Common Stock
offered for subscription or purchased (or into which the convertible securities
so offered are convertible). Such adjustment shall be made successively
whenever such rights or warrants are issued and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such rights or warrants; and to the extent that shares of Common
Stock or securities convertible into Common Stock are not delivered after the
expiration of such rights or warrants, the Maximum Conversion Price shall be
readjusted to the Maximum Conversion Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made upon the
basis of delivery of only the number of shares of Common Stock (or securities
convertible into Common Stock) actually delivered.
(C) In case the Company shall, subsequent to July 13, 1998,
distribute to all holders of Common Stock evidences of its indebtedness or
assets (excluding cash dividends or distributions paid out of current earnings
and dividends or distributions referred to in Paragraph 3(c)(iv)(A) of this
Debenture) or subscription rights or warrants (excluding those referred to in
Paragraph 3(c)(iv)(B) of this Debenture), then in each such case the Maximum
Conversion Price in effect thereafter shall be determined by multiplying the
Maximum Conversion Price in effect immediately prior thereto by a fraction, of
which the numerator shall be the total number of shares of Common Stock
outstanding multiplied by the current market price per share of Common Stock (as
defined in Paragraph 3(c)(iv)(D) of this Debenture), less the fair market value
(as determined by the Company's Board of Directors) of said assets or evidences
of indebtedness so distributed or of such rights or warrants, and of which the
denominator shall be the total number of shares of Common Stock outstanding
multiplied by such current market price per share of Common Stock. Such
adjustment shall be made successively whenever such a record date is fixed. Such
adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.
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(D) For the purpose of any computation under Paragraphs 3(c)(iv)(B)
and (C) of this Debenture, the current market price per share of Common Stock at
any date shall be deemed to be the average of the daily closing prices for ten
(10) consecutive trading days commencing twenty (20) trading days before such
date. The closing price for each day shall be the reported closing price on the
principal national securities exchange or market on which the Common Stock is
admitted to trading or listed, or if not listed or admitted to trading on any
such exchange or such market or if there is no trading on any day in the
computation period, the closing low bid price as reported by the Nasdaq Stock
Market ("Nasdaq"), the National Quotation Bureau, Inc. or other similar
organization, shall be used, or if such prices are not available, the fair
market price as determined in good faith by the Board of Directors.
(v) In the event that, during any five (5) trading day period during
which a computation of the Current Market Price is being made, there is a record
date for an event described in Paragraphs 3(c)(iv)(A), (B) or (C) of this
Debenture, the closing bid price of the Common Stock for each day in such period
which is prior to such record date shall be adjusted in the same manner as the
Maximum Conversion Price.
(d) Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a Subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock or the class issuable upon conversion of this
Debenture) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
holder of this Debenture shall have the right thereafter by converting this
Debenture, to purchase the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, capital
reorganization and other change, consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock which might have been purchased
upon conversion of this Debenture immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance. Any such provision shall
include provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Debenture. The foregoing
provisions of this Paragraph 3(d) shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive consolidations, mergers, sales or conveyances. In the event
that in connection with any such capital reorganization or reclassification,
consolidation, merger, sale or conveyance, additional shares of Common Stock
shall be issued in exchange, conversion, substitution or payment, in whole in
part, for a security of the Company other than Common Stock, such transaction
shall be treated as a reclassification or reorganization pursuant to this
Paragraph 3(d).
(e) Fractional Shares. No fractional shares or script representing
fractional shares shall be issued upon the conversion of any Debentures. If,
upon any full or partial conversion of this Debenture, the holder would, except
for the provisions of this Paragraph 3(e), be entitled to receive a fractional
share of Common Stock, then the Company shall pay the holder, at the time the
shares of Common Stock are issued on such conversion, an amount equal to such
fractional share multiplied by the then current value per share of Common
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Stock, determined as follows:
(i) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such exchange or listed for
trading on Nasdaq or other automated quotation system which provides information
as to the last sale price, the current value shall be the average of the
reported last sale prices of one share of Common Stock on such exchange or
system on the last trading days prior to the date of conversion, or if, on such
date, no such sale is made on such day, the average of the closing bid and asked
prices for such date on such exchange or system shall be used; or
(ii) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current value shall be the mean the average of the
reported last bid and asked prices of one share of Common Stock as reported by
Nasdaq, the National Quotation Bureau, Inc. or other similar reporting service,
on the trading day prior to the date of conversion; or
(iii) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
value of one share of Common Stock shall be an amount, not less than book value,
determined in such reasonable manner as may be prescribed by the Board of
Directors of the Company.
(f) Right of Company to Redeem or Restrict Conversion.
(i) In the event that, on the date any Debentures are presented for
conversion (a "Conversion Date"), the closing price per share of the Common
Stock is less than five-twelfths (5/12) of the Maximum Conversion Price, then
the Company shall have the right to exercise either the Redemption Right, as
hereinafter defined, or the Conversion Restriction Right, as hereinafter
defined. The Redemption Right and the Conversion Restriction Right may only be
exercised prior to noon, New York City time, on the date following such
Conversion Date. If the Redemption Right or the Conversion Restriction Right is
not exercised by such time, it may not be exercised with respect to such
conversion, although it may be exercised with respect to a future Conversion
Date if, and only if, the conditions set forth in this Paragraph 3(f)(i) shall
occur on such subsequent Conversion Date. Notice (the "Notice") of the exercise
of the Redemption Right or the Conversion Restriction Right must be given by
telephone, and confirmed by telecopier and by mail as provided in Paragraph 5(g)
of this Debenture.
(ii) The Redemption Right shall mean the right to redeem the
Debentures that are tendered for conversion on the Conversion Date at a
redemption price equal to one hundred twenty percent (120%) of the principal
amount of the Debenture to the extent that the Debenture is tendered for
conversion, plus accrued interest on such principal amount. Payment of such
redemption price shall be made by certified or official bank check or by wire
transfer in accordance with instructions from the holder of this Debenture. The
redemption price shall be paid not later than the business day following the
date on which the Company exercises the Redemption Right. The exercise of the
Redemption Right on any occasion shall not affect the ability of the Company to
exercise the Redemption Right on a subsequent Conversion Date; provided,
however, that in the event that the Company fails to pay the Redemption Price on
the date such payment is to be made pursuant to this Paragraph 3(f)(ii), then
(A) the right to redeem the Debentures and the Conversion Restriction Right
shall
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terminate, and the Company shall have no right thereafter to redeem any
Debentures or to restrict conversion of Debentures, and (B) from and after the
Redemption Date, the Conversion Price of all Debentures shall be seventy five
percent (75%) of the Conversion Price determined pursuant to Paragraph 3(c) of
this Debenture.
(iii) The Conversion Restriction Right shall mean the right of the
Company to restrict conversion of any Debentures for a period (the "Conversion
Restriction Period") of nor more than thirty (30) days commencing on the
Conversion Date that the Company exercises the Conversion Restriction Right and
ending on the date set forth in the Notice. During the Conversion Restriction
Period, no Debentures may be converted. The Conversion Restriction Right shall
not be effective unless notice thereof is given to all holders of Debentures as
provided in Paragraph 3(f)(i) of this Debenture. The Conversion Restriction
Right may be exercised on one occasion only, and may not be exercised with
respect to any Debentures issued subsequent to the date the Conversion
Restriction Right is exercised.
(iv) Commencing with the first trading day following the last day of
the Conversion Restriction Period, the percentage set forth in Paragraph
3(c)(iii) of this Debenture and any other Debentures then outstanding shall be
automatically changed from eighty five percent (85%) to eighty percent (80%).
ARTICLE 4.
Filing of S-3 Registration Statement; Payment for Failure to Register.
(a) Not later than August 19, 1998, the Company shall file a registration
statement (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") on Form S-3 covering the issuance and sale of the
Conversion Shares issuable upon conversion of all of the Debentures, and the
Company will use its best efforts to have such registration statement declared
effective as soon as possible thereafter. The Company shall take such steps to
insure that the Registration Statement is current and effective until all of the
Conversion Shares shall have been sold or until such time as all of the
Conversion Shares issuable upon all of the Debentures may be sold without
registration pursuant to Rule 144 of the Securities and Exchange Commission (the
"Commission") or any similar subsequent rule without regard to volume
limitations and filing requirements.
(b) The Company recognizes that its agreement to have the Conversion
Shares registered pursuant to the Securities Act was a material inducement for
the holder of this Debenture to purchase this Debenture. Accordingly, if the
Registration Statement is not declared effective by the Commission by the
Registration Date, the Company shall pay the holder of this Debenture, as
liquidated damages for such failure, the Registration Payment, as hereinafter
defined.
(c) The Registration Payment shall mean the Applicable Percentage, as
hereinafter defined, multiplied by the number of days between Registration Date
and the date on which the Registration Statement is declared effective by the
Commission. In making such computation, the Registration Date shall not be
counted, and the date on which the Registration Statement is declared effective
shall be counted.
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(d) The Applicable Percentage shall mean (A) one-thirtieth of one percent
(.033 1/3%) for each of the first thirty (30) days after Registration Date that
the Registration Statement has not been declared effective by the Commission
plus (B) one-fifteenth of one percent (.066 2/3%) for each day after the
expiration of such thirty (30) day period that the Registration Statement has
not been declared effective by the Commission.
(e) Payment of the Registration Payment shall be made on the first day of
each calendar month following the Registration Date, based on the amount accrued
to the day prior to the date of such payment, except that the last payment shall
be made within two (2) business days after the effective date of the
Registration Statement.
ARTICLE 5.
Miscellaneous
(a) Transferability. This Debenture shall not be transferred except in a
transaction exempt from registration pursuant to the Securities Act and
applicable state securities law. The Company shall treat as the owner of this
Debenture the person shown as the owner on its books and records.
(b) Right of Prepayment. Subject to the right of the Company to exercise
the Redemption Right, the Company may, but only with the written consent of the
holder of this Debenture, prepay all, and not less than all, of the principal
amount of this Debenture plus accrued interest, provided, that in the event that
the Company elects to make such prepayment it shall offer to prepay all of the
outstanding Debentures.
(c) Waiver of Trial by Jury. In any legal proceeding to enforce payment
of this Debenture, the Company waives trial by jury, claims for offset and
counterclaims, if any.
(d) Legal Fees. In the event that the holder of this Debenture engages
counsel in connection with the administration or enforcement of this Debenture,
the Company shall pay all reasonable legal fees and expenses incurred by the
holder, regardless of whether an action has been commenced.
(e) Governing Law. This Debenture shall be governed by the laws of the
State of New York applicable to agreement executed and to be performed wholly
within such State without regard to principles of conflict of laws.
(f) Court Jurisdiction. The Company hereby (i) consents to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York and Supreme Court of the State of New York in the County of New York in
any action relating to or arising out of this Debenture, (ii) agrees that any
process in any such action may be served upon it, in addition to any other
method of service permitted by law, by certified or registered mail, return
receipt requested, or by an overnight courier service which obtains evidence of
delivery, with the same full force and effect as if personally served upon him
in New York City, and (iii) waives any claim that the jurisdiction of any such
tribunal is not a convenient forum for any such action and any defense of lack
of in personam jurisdiction with respect thereto.
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(g) Notices. Notice to the Company shall be given to the Company at 185-
10751 Shellbridge Way, Richmond, BC, Canada V6X 2W8, telecopier (604) 278-3409,
Attention of Mr. John G. Robertson, President, or to the holder at the address
set forth on the Company's records, or to such other address as the Company or
the holder may advise by hand delivery, certified or registered mail, return
receipt requested, overnight courier service, or by telecopier if confirmation
of receipt is given or of confirmation of transmission is sent by mail as herein
provided.
IN WITNESS WHEREOF, the Company has executed this Agreement as of the date
and year first aforesaid.
IAS COMMUNICATIONS, INC.
By:____________________________________
John G. Robertson, President
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NOTICE OF CONVERSION
[To be Signed Only Upon Conversion
of Part or All of Debentures]
IAS COMMUNICATIONS, INC.
The undersigned, the holder of the foregoing Debenture, hereby surrenders
such Debenture for conversion into shares of Common Stock of IAS Communications,
Inc. to the extent of $ * unpaid principal amount of and interest due on
such Debenture, and requests that the certificates for such shares be issued in
the name of ____________________, and delivered to __________________________,
whose address is _____________________________.
DATED:
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(Signature)
(Signature must conform in all respects to name of holder as specified on
the face of the Debenture.)
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* Insert here the unpaid principal amount of the Debenture (or, in the case
of a partial conversion, the portion thereof as to which the Debenture is
being converted). In the case of a partial conversion, a new Debenture
will be issued and delivered, representing the unconverted portion of the
unpaid principal amount of this Debenture, to or upon the order of the
holder surrendering such Debenture.
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