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Exhibit 99.8
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT
THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
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IBASIS, INC.
8% SECURED CONVERTIBLE NOTE
DUE 2007
No. 1 U.S. $29,000,000
CUSIP NO. 450732AD4
IBASIS, INC., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company," which term includes any
successor person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay CEDE & CO. the principal sum of
Twenty-nine Million United States Dollars (U.S. $29,000,000) (which principal
amount may from time to time be increased or decreased to such other principal
amounts (which, taken together with the principal amounts of all other
outstanding Notes under the Indenture, shall not exceed U.S. $29,000,000 in the
aggregate at any time) by adjustments made on the records of the Trustee
hereinafter referred to in accordance with the Indenture) on June 18, 2007 and
to pay interest thereon, from June 18, 2004, or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for, semi-annually in arrears on June 15 and December 15 in each year (each, an
"Interest Payment Date"), commencing December 15, 2004, at the rate of 8% per
annum, until the principal hereof is due, and at the rate of 10.00% per annum on
any overdue principal and premium, if any, and, to the extent permitted by law,
on any overdue interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the record date with respect to any
Interest Payment Date, which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for ("Defaulted Interest") will forthwith cease
to be payable to the Noteholder on the relevant record date by virtue of his
having been such Noteholder and may either be paid to the Person in whose name
this Note (or one or more Predecessor Note) is registered at the close of
business on a special record date for the payment of such Defaulted Interest to
be fixed in accordance with the Indenture or be paid at any time in any other
lawful manner not inconsistent with the requirements of any automated quotation
system or securities exchange on which the Notes may be quoted or listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. Payments of principal shall be made upon the surrender of this
Note at the Corporate Trust Office of the Trustee, or at such other office or
agency of the Company as may be designated by the Company for such purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, by United States Dollar check drawn on, or
transfer to, a United States Dollar account. Payments of interest on this Note
may be made by United States Dollar check, drawn on a United States Dollar
Account, mailed to the address of the Person entitled thereto as such address
shall appear in the Note Registry, or, upon written application by the
Noteholder to the Trustee setting forth wire instructions not later than two
days prior to the applicable record date, by transfer to a United States Dollar
account; PROVIDED, HOWEVER, that transfers to United States Dollar accounts will
be made only to Noteholders of an aggregate principal amount of
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Notes in excess of $2,000,000; PROVIDED FURTHER, that any payment to the
Depositary or its nominee shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.
Except as specifically provided herein and in the Indenture, the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an authenticating agent by the
manual signature of one of their respective authorized signatories, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
and delivered under its corporate seal.
COMPANY:
IBASIS, INC.
By: /s/ Richard Tennant
--------------------------------------------
Name: Richard Tennant
Title: Vice President, Finance and Chief
Financial Officer
By: /s/ Gordon J. VanderBrug
--------------------------------------------
Name: Gordon J. VanderBrug
Title: Executive Vice President
Attest:
By: /s/ Jonathan D. Draluck
----------------------------------------
Name: Jonathan D. Draluck
Title: Vice President of Business Affairs and General Counsel
(Trustee's Certificate of Authentication)
This is one of the 8% Secured Convertible Notes due 2007 referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By: /s/ Geovanni Barris
--------------------------------------------
Authorized Signatory
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REVERSE OF NOTE
IBASIS, INC.
8% SECURED CONVERTIBLE NOTES DUE 2007
This Note is one of a duly authorized issue of securities of the Company
designated as its "8% Secured Convertible Notes due 2007" (herein called the
"Notes"), limited in aggregate principal amount to U.S. $29,000,000, issued and
to be issued under an Indenture, dated as of June 18, 2004 (herein called the
"Indenture"), between the Company, the Subsidiary Guarantors named therein and
The Bank of New York, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture) to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of any authorized
denominations as requested by the holder surrendering the same upon surrender of
the Note or Notes to be exchanged, initially, at the Corporate Trust Office of
the Trustee. The Trustee upon such surrender by the holder will issue the new
Notes in the requested denominations.
No sinking fund is provided for the Notes.
The Notes are subject to Provisional Redemption by the Company, in whole or
in part, at any time on or after June 18, 2005, upon notice as set forth in
Section 3.2 of the Indenture, at a redemption price equal to $1,000 per Note to
be redeemed plus accrued and unpaid interest, if any, to the Provisional
Redemption Date if the Closing Price of the Common Stock shall have exceeded
150% of the Conversion Price then in effect for at least 20 Trading Days in any
consecutive 30-Trading Day period ending on the Trading Day prior to the Notice
Date.
The Notes are also subject to redemption at the option of the Company at
any time on or after June 18, 2006, in whole or in part, upon not less than 20
nor more than 60 days' notice to the holders prior to the date fixed for
redemption at the following optional redemption prices (expressed as percentages
of the principal amount) for the twelve-month period beginning on June 18 of the
following years:
<Table>
<Caption>
YEAR REDEMPTION PRICE
2006 102%
</Table>
together with accrued and unpaid interest to (but excluding) the date fixed for
redemption; PROVIDED, HOWEVER, that interest installments on Notes will be
payable to the holders of such Notes, or one or more Predecessor Notes, of
record at the close of business on the relevant record dates referred to on the
face hereof, all as provided in the Indenture.
None of the Company, the Trustee, the Note Registrar or any co-registrar
shall be required to exchange or register a transfer of (a) any Notes for a
period of fifteen (15) days next preceding any selection of Notes to be redeemed
or (b) any Notes called for redemption or, if a
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portion of any Note is selected or called for redemption, such portion thereof
selected or called for redemption or (c) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof
surrendered for conversion or (d) any Notes, or a portion of any Note,
surrendered for repurchase (and not withdrawn) in connection with a Repurchase
Event.
In any case where the due date for the payment of the principal of,
premium, if any, or interest on any Note or the last day on which a holder of a
Note has a right to convert his Note shall not be a Business Day, then payment
of principal, premium, if any, interest or delivery for conversion of such Note
need not be made on or by such date at such place but may be made on or by the
next succeeding Business Day, with the same force and effect as if made on the
date for such payment or the date fixed for redemption or repurchase, or by such
last day for conversion, and no interest shall accrue on the amount so payable
for the period after such date.
Subject to and upon compliance with the provisions of the Indenture, the
holder of this Note is entitled, at his option, at any time following the
original issue date of the Notes and on or before the close of business on the
Business Day immediately preceding June 18, 2007, or in case this Note or a
portion hereof is called for redemption or the holder hereof has exercised his
right to require the Company to repurchase this Note or such portion hereof,
then in respect of this Note until but (unless the Company defaults in making
the payment due upon redemption or repurchase, as the case may be) not after,
the close of business on Business Day immediately preceding the any optional
redemption date or Provisional Redemption Date or the date fixed for repurchase,
as the case may be, to convert this Note (or any portion of the principal amount
hereof that is an integral multiple of U.S. $1,000, PROVIDED, that the
unconverted portion of such principal amount is U.S. $1,000 or any integral
multiple of U.S. $1,000 in excess thereof) into fully paid and nonassessable
shares of Common Stock of the Company at an initial Conversion Price of $1.85
per share of Common Stock (or at the current adjusted Conversion Price if an
adjustment has been made as provided in the Indenture, including pursuant to
Section 15.5 of the Indenture) by surrender of this Note, duly endorsed and, in
case such surrender shall be made during the period from the close of business
on any record date next preceding any interest payment date to the opening of
business on such Interest Payment Date (except if this Note or portion thereof
has been called for redemption on a Provisional Redemption Date or optional
redemption date or is repurchasable on a date fixed for repurchase), also
accompanied by payment in New York Clearing House or other funds acceptable to
the Company of an amount equal to the interest payable on such interest payment
date on the principal amount of this Note then being converted, and also the
conversion notice hereon duly executed, to the Company at the Corporate Trust
Office of the Trustee, or at such other office or agency of the Company, subject
to any laws or regulations applicable thereto and subject to the right of the
Company to terminate the appointment of any Conversion Agent (as defined below)
as may be designated by it for such purpose in the Borough of Manhattan, The
City of New York, or at such other offices or agencies as the Company may
designate (each, a "Conversion Agent"), PROVIDED, HOWEVER, that if this Note or
portion hereof has been called for redemption on a Provisional Redemption Date
or optional redemption date or is repurchasable on a repurchase rate, then the
holder of this Note on such record date will be entitled to receive the interest
accruing hereon from the interest payment date next preceding the date of such
conversion to such succeeding interest payment date and the holder of this Note
who converts this Note or a portion hereof during such period shall not be
required to pay such interest upon surrender of this
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Note for conversion. Subject to the provisions of the preceding sentence, no
Cash payment or adjustment is to be made on conversion for interest accrued
hereon from the interest payment date next preceding the day of conversion, or
for dividends on the Common Stock issued on conversion hereof. The Company shall
thereafter deliver to the holder the fixed number of shares of Common Stock
(together with any Cash adjustment, as provided in the Indenture) into which
this Note is convertible and such delivery will be deemed to satisfy the
Company's obligation to pay the principal amount of this Note. No fractions of
shares or scrip representing fractions of shares will be issued on conversion,
but instead of any fractional interest (calculated to the nearest 1/100th of a
share) the Company shall pay a Cash adjustment as provided in the Indenture. The
Conversion Price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party (other than a consolidation or merger
that does not result in any reclassification, conversion, exchange or
cancellation of the Common Stock) or the conveyance, transfer, sale or lease of
all or substantially all of the property and assets of the Company, the
Indenture shall be amended, without the consent of any holders of Notes, so that
this Note, if then outstanding, will be convertible thereafter, during the
period this Note shall be convertible as specified above, only into the kind and
amount of securities, Cash and other property receivable upon such
consolidation, merger, conveyance, transfer, sale or lease by a holder of the
number of shares of Common Stock of the Company into which this Note could have
been converted immediately prior to such consolidation, merger, conveyance,
transfer, sale or lease (subject to the provisions of, and as more explicitly
set forth in, the Indenture). No adjustment in the Conversion Price will be made
until such adjustment would require an increase or decrease of at least one
percent of such price, PROVIDED, that any adjustment that would otherwise be
made will be carried forward and taken into account in the computation of any
subsequent adjustment.
If a Repurchase Event occurs, the holder of this Note, at the holder's
option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase this Note (or any portion of the
principal amount hereof that is at least $1,000 or an integral multiple) for
Cash at a price equal to 105% of the principal amount thereof plus interest
accrued to the Repurchase Date. Whenever in this Note there is a reference, in
any context, to the principal of any Note as of any time, such reference shall
be deemed to include reference to the Repurchase Price payable in respect of
such Note to the extent that such Repurchase Price is, was or would be so
payable at such time, and express mention of the Repurchase Price in any
provision of this Note shall not be construed as excluding the Repurchase Price
so payable in those provisions of this Note when such express mention is not
made.
If the Company or any Restricted Subsidiary consummates an Asset Sale, the
Company shall when Excess Proceeds exceed $10,000,000 promptly commence a pro
rata offer to all Holders of Notes and all holders of other Indebtedness that is
PARI PASSU with the Notes containing provisions similar to those set forth in
the Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (an "Excess Proceeds Offer") pursuant to Section 5.17 of the
Indenture to purchase the maximum principal amount of Notes and such other PARI
PASSU Indebtedness that may be purchased out of the Excess Proceeds at an offer
price in Cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, thereon, to the date of purchase in
accordance with the procedures set forth in the Indenture. If the aggregate
principal amount of Notes surrendered by Holders thereof exceeds
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the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee
shall select the Notes to be purchased on a pro rata basis. Holders of Notes
that are the subject of an offer to purchase will receive an Excess Proceeds
Offer from the Company prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.
Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of, premium, if any, and interest on the Notes to redemption or
maturity, as the case may be.
[The following paragraph shall appear in each Global Security:
In the event of a deposit or withdrawal of an interest in this Note,
including an exchange, transfer, redemption, repurchase or conversion of this
Note in part only, the Trustee, as custodian of the Depositary, shall make an
adjustment on its records to reflect such deposit or withdrawal in accordance
with the rules and procedures of The Depository Trust Company applicable to, and
as in effect at the time of, such transaction.]
[The following paragraph shall appear in each Note that is not a Global
Security:
In the event of redemption, repurchase or conversion of this Note in part
only, a new Note or Notes for the unredeemed, unrepurchased or unconverted
portion hereof will be issued in the name of the holder hereof.]
The indebtedness evidenced by this Note is, to the extent and in the manner
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full in Cash of all senior indebtedness of the Company, and
this Note is issued subject to such provisions of the Indenture and the
Collateral Agency/Intercreditor Agreement and the Intercreditor Agreement
referred to therein with respect thereto. Each holder of this Note, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes.
If an Event of Default shall occur and be continuing, the principal of all
the Notes, together with accrued interest to the date of declaration, may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable, together with accrued interest to the date of declaration, and (ii) of
interest on any overdue principal and, to the extent permitted by applicable
law, overdue interest, all of the Company's obligations in respect of the
payment of the principal of and interest on the Notes shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes under the Indenture at any
time by the Company and the Trustee with either (a) the written consent of the
holders of not less than a majority in principal amount of the Notes at the time
outstanding, or (b) by the adoption of a resolution, at a meeting of holders of
the Outstanding Notes at which a quorum is present, by the holders of at least
66-2/3% in aggregate
<Page>
principal amount of the Outstanding Notes represented and entitled to vote at
such meeting. The Indenture also contains provisions permitting the holders of
specified percentages in principal amount of the Notes at the time outstanding,
on behalf of the holders of all the Notes, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note
or such other Note.
As provided in and subject to the provisions of the Indenture, the holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such holder shall have previously given the
Trustee written notice of a continuing Event of Default, the holders of not less
than 25% in principal amount of the outstanding Notes shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the holders of a majority in principal amount of
the outstanding Notes a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the holder of this Note for the enforcement of any payment of
principal hereof, premiums if any, or interest hereon on or after the respective
due dates expressed herein or for the enforcement of the right to convert this
Note as provided in the Indenture.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Note as provided in the
Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable on the Note Register upon
surrender of this Note for registration of transfer at the Corporate Trust
Office of the Trustee or at such other office or agency of the Company as may be
designated by it for such purpose in the Borough of Manhattan, The City of New
York (which shall initially be an office or agency of the Trustee), or at such
other offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note Registrar duly executed by, the holder thereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees by the Note Registrar. No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to recover any tax or
other governmental charge payable in connection therewith, other than as
provided in the Indenture.
Prior to due presentation of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered, as the owner thereof for all
purposes, whether or not such Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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No recourse for the payment of the principal (and premium, if any) or
interest on this Note and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer or director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, 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 consideration for
the issue hereof, expressly waived and released.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA
(WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF).
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - __________________Custodian_________________
(Minor) under Uniform Gifts to Minors Act______________
(State)
Additional abbreviations may also be used though not in the above list.
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ELECTION OF HOLDER TO REQUIRE REPURCHASE
(1) Pursuant to Article 16 of the Indenture, the undersigned hereby elects
to have this Note repurchased by the Company.
(2) The undersigned hereby directs the Trustee or the Company to pay to
the undersigned an amount in Cash equal to 105% of the principal amount to be
repurchased (as set forth below), plus interest accrued to the Repurchase Date,
as provided in the Indenture.
Dated:
---------------------------------
---------------------------------------
---------------------------------------
Signature(s)
Signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an approved
signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
---------------------------------------
Signature Guaranteed
Principal amount to be repurchased (at least U.S. $1,000 or an integral
multiple thereof $1,000):________________________________
Remaining principal amount following such repurchase:
________________________________
NOTICE: The signature to the foregoing Election must correspond to the Name
as written upon the face of this Note in every particular, without alteration or
any change whatsoever.
<Page>
CONVERSION NOTICE
The undersigned holder of this Note hereby irrevocably exercises the option
to convert this Note, or any portion of the principal amount hereof (which is
U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, PROVIDED,
that the unconverted portion of such principal amount is U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof) below designated, into
shares of Common Stock in accordance with the terms of the Indenture referred to
in this Note, and directs that such shares, together with a check in payment for
any fractional share and any Notes representing any unconverted principal amount
hereof, be delivered to and be registered in the name of the undersigned unless
a different name has been indicated below. If shares of Common Stock or Notes
are to be registered in the name of a Person other than the undersigned, (a) the
undersigned will pay all transfer taxes payable with respect thereto and (b)
signature(s) must be guaranteed by an Eligible Guarantor Institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934. Any amount required to be paid by the
undersigned on account of interest accompanies this Note.
Dated:
--------------------- ---------------------------------
---------------------------------
Signature(s)
If shares or Notes are to be registered in the name of a Person other than
the holder, please print such Person's name and address:
----------------------------------------
Name
----------------------------------------
Address
----------------------------------------
Social Security or other Identification
Number, if any
----------------------------------------
Signature Guaranteed
If only a portion of the Notes is to be converted, please indicate:
1. Principal amount to be converted:
U.S. $ ___________
2. Principal amount and denomination of Notes representing unconverted
principal amount to be issued: Amount U.S. $___________ (U.S. $1,000 or any
integral multiple of U.S. $1,000
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in excess thereof, PROVIDED, that the unconverted portion of such principal
amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess
thereof)
<Page>
FORM OF ASSIGNMENT
For value received ________________ hereby sell(s), assign(s) and
transfer(s) unto ________________ (Please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably
constitutes and appoints ____________________ as attorney to transfer the said
Note on the books of the Company, with full power of substitution in the
premises.
Dated:
--------------------- ---------------------------------
---------------------------------
Signature(s)
Signature(s) must be guaranteed
by an Eligible Guarantor
Institution with membership in
an approved signature guarantee
program pursuant to Rule 17Ad-15
under the Securities Exchange
Act of 1934.