Z and others--here are some of the provisions regarding the debentures, but there is an awful lot more:
4 8% CONVERTIBLE DEBENTURE
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE
RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED
EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
No. A- US $____,000
----- TELESERVICES INTERNATIONAL GROUP INC.
8% CONVERTIBLE DEBENTURE DUE OCTOBER 31, 1999
THIS DEBENTURE is issued by TeleServices International Group
Inc., a corporation organized and existing under the laws of the State of
Florida (the "Company") and is designed as its 8% Convertible Debenture Due
October 31, 1999.FOR VALUE RECEIVED, the Company promises to pay to
_______________________________________________, or permitted assigns (the
"Holder"), the principal sum of ____________________________and 00/100 (US
$_____,000) Dollars on October 31, 1999 (the "Maturity Date") and to pay
interest on the principal sum outstanding from time to time at the rate of 8%
per annum accruing from the date of initial issuance. If the Maturity Date is
not a business day in the State of New York, then such payment shall be made on
the next succeeding business day. The Company will pay the principal of and any
accrued but unpaid interest due upon this Debenture by cashier's or certified
check on the Maturity Date, less any amounts required by law to be deducted, to
the registered holder of this Debenture as of the tenth day prior to the
Maturity Date and addressed to such holder at the last address appearing on the
Company's register of Debenture holders. The forwarding of such check shall
constitute a payment of principal and interest hereunder and shall satisfy and
discharge the liability for principal and interest on this Debenture to the
extent of the sum represented by such check plus any amounts so deducted.
This Debenture is subject to the following additional
provisions:
1. The Company shall be entitled to withhold from all payments
of principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.
1<PAGE> 2
2. This Debenture has been issued subject to investment
representations of the original purchaser hereof and may be transferred or
exchanged only in compliance with the Securities Act of 1933, as amended (the
"Act"), and other applicable state securities laws. In the event of any proposed
transfer of this Debenture, the Company may require, prior to issuance of a new
Debenture in the name of such other person, that it receive reasonable transfer
documentation including legal opinions that the issuance of the Debenture in
such other name does not and will not cause a violation of the Act or any
applicable state securities laws. Prior to due presentment for transfer of this
Debenture, the Company and any agent of the Company may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Debenture be overdue, and neither
the Company nor any such agent shall be affected by notice to the contrary. This
Debenture has been executed and delivered pursuant to the Debenture Purchase
Agreement dated as of March 1, 1999 between the Company and the original Holder
(the "Purchase Agreement"), and is subject to the terms and conditions of the
Purchase Agreement, which are, by this reference, incorporated herein and made a
part hereof. Capitalized terms used and not otherwise defined herein shall have
the meanings set forth for such terms in the Purchase Agreement.
3. The Holder of this Debenture is entitled, at its option, to
convert at any time commencing on the date hereof, the principal amount of this
Debenture or any portion thereof, together with accrued but unpaid interest,
into shares of Common Stock of the Company ("Conversion Shares") at a conversion
price for each share of Common Stock ("Conversion Price") equal to 70% of the
Market Price at the Conversion Date (as defined in Section 6 hereof), subject to
adjustment as set forth in Section 3(e) of the Registration Rights Agreement.
The term "Market Price" shall have the meaning set forth in the Purchase
Agreement.
4. The Maturity Date shall be automatically extended for
eighteen (18) consecutive one-month periods unless the Holder provides the
Company with at least ten (10) calendar days' prior written notice that the next
occurring Maturity Date will not be so extended.
5. The Company may, at any time and from time to time, prepay
all or any portion of the outstanding principal amount of this Debenture and all
accrued but unpaid interest thereon upon ten (10) business days' prior written
notice to the Holder. The Holder shall be entitled to convert this Debenture at
any time prior to the prepayment date set forth in such notice of prepayment.
6. Conversion shall be effectuated by surrendering this
Debenture to the Company (if such Conversion will convert all outstanding
principal) together with the form of conversion notice attached hereto as
Exhibit A (the "Notice of Conversion"), executed by the Holder of this Debenture
evidencing such Holder's intention to convert this Debenture or a specified
portion (as above provided) hereof. Interest accrued or accruing from the date
of issuance to the date of conversion shall, at the option of the Holder, be
paid in cash as set forth above or in Common Stock upon conversion at the
Conversion Price on the Conversion Date. No fraction of a share or scrip
representing a fraction of a share will be issued on conversion, but the number
of shares issuable shall be rounded to the nearest whole share. The date on
which Notice of Conversion is given (the "Conversion Date") shall be deemed to
be the date on which the Holder faxes the Notice of Conversion duly
2<PAGE> 3
executed, to the Company. Facsimile delivery of the conversion notice shall be
accepted by the Company at facsimile number (727) 899-4206 Attn.: Robert P.
Gordon. Faxes must be delivered before 8:00 pm eastern time to be deemed
delivered on such date, and shall otherwise be deemed delivered on the next
Trading Day.
7. No provision of this Debenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, and interest on, this Debenture at the time, place, and rate, and
in the coin or currency herein prescribed. This Debenture is a direct obligation
of the Company.
8. No recourse shall be had for the payment of the principal
of, or the interest on, this Debenture, or for any claim based hereon, or
otherwise in respect hereof, against any incorporator, shareholder, employee,
officer or director, as such, past, present or future, of 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 the consideration for
the issue hereof, expressly waived and released.
9. If the Company merges or consolidates with another
corporation or sells or transfers all or substantially all of its assets to
another person and the holders of the Common Stock are entitled to receive
stock, securities or property in respect of or in exchange for Common Stock,
then as a condition of such merger, consolidation, sale or transfer, the Company
and any such successor, purchaser or transferee agree that the Debenture may
thereafter be converted on the terms and subject to the conditions set forth
above into the kind and amount of stock, securities or property receivable upon
such merger, consolidation, sale or transfer by a holder of the number of shares
of Common Stock into which this Debenture might have been converted immediately
before such merger, consolidation, sale or transfer, subject to adjustments
which shall be as nearly equivalent as may be practicable. In the event of any
proposed merger, consolidation or sale or transfer of all or substantially all
of the assets of the Company (a "Sale"), the Holder hereof shall have the right
to convert by delivering a Notice of Conversion to the Company and the Escrow
Agent within fifteen (15) calendar days of receipt of notice of such Sale from
the Company. In the event the Holder hereof shall elect not to convert, the
Company may prepay all outstanding principal and accrued interest on this
Debenture as provided in Section 5, less all amounts required by law to be
deducted, upon which tender of payment following such notice, the right of
conversion shall terminate.
10. The Holder of the Debenture, by acceptance hereof, agrees
that this Debenture is being acquired for investment and that such Holder will
not offer, sell or otherwise dispose of this Debenture or the Shares of Common
Stock issuable upon conversion thereof except under circumstances which will not
result in a violation of the Act or any applicable state Blue Sky or foreign
laws or similar laws relating to the sale of securities.
11. This Debenture shall be governed by and construed in
accordance with the laws of the State of New York. Each of the parties consents
to the jurisdiction of the federal courts whose districts encompass any part of
the City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions. |
