EXHIBIT 4.4
THIS DEBENTURE HAS BEEN ISSUED PURSUANT TO A CLAIMED
EXEMPTION FROM THE REGISTERED AND QUALIFICATION
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS AND
MAY NOTE BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE
WITH SUCH PROVISIONS OR EXEMPTIONS THEREFROM.
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NATURAL SOLUTIONS CORPORATION.
Convertible Debenture due November 10, 2005
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US $100,000 November 9, 2000
NATURAL SOLUTIONS CORPORATION (the "Company"), a corporation
duly organized and existing under the laws of the State of Nevada, for value
received, promises to pay to
M.G. Robertson
SHB-301, 977 Centerville Turnpike
Virginia Beach, Virginia 23463
or assigns, the principal amount up to the sum of One Hundred Thousand Dollars
($100,000) on November 10, 2005, with interest at ten percent (10%) per annum.
1. Payment.
(a) Interest due shall be paid by the Company semiannually in arrears,
commencing January 1, 2001. The Company may at its election pay such interest in
cash or in shares of its common stock, each share to be valued at $0.25.
(b) The principal amount hereof and all interest not theretofore paid shall
be due and payable November 10, 2005. The Company reserves the right to prepay
this debenture, provided that, in the event of any prepayment, the
debenture-holder will have 30 days from receipt of notice of the Company's
intent to prepay to exercise the conversion rights set forth herein.
(c) Payment hereof shall be made to the registered holder at the principal
office of the Company in the United States, except that, with respect to any
interest payable before maturity, payment shall be by mail addressed to the
registered owner hereof at the address of which he shall have last advised the
Company in writing.
2. Security. This debenture is secured by a lien on all the assets of the
Company, as evidenced by a Security Agreement dated as of June 1, 2000.
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3. Conversion.
(a) This debenture may be converted, in whole or in part at the election of
the holder, into common stock of the Company, at or prior to maturity (or, in
the event this debenture should be redeemed or prepaid, for a period of 30 days
after the date the Company shall have mailed notice of such redemption or
prepayment), at the option of the registered holder hereof, at $0.25 per share,
subject to adjustment as hereinafter provided (the "Conversion Price").
(b) The right to convert the outstanding balance under this debenture may
be exercised at any time or times, in whole or in part, by delivery to the
Company of a written notice of conversion specifying the number of shares to be
purchased, accompanied by this debenture for cancellation or, in the case of
partial conversion, appropriate notation. If this debenture is to be converted
only in part, the Company shall issue to the holder a new debenture, in like
form, evidencing the balance of the indebtedness hereunder.
(c) Shares issued pursuant to this debenture shall be validly authorized,
fully-paid and nonassessable. As soon as practicable after full or partial
conversion of this debenture, the Company will cause to be issued in the name of
and delivered to the holder of the debenture, a certificate for the number of
shares to which the holder shall be entitled on such conversion. Such conversion
shall be deemed to have been made on the date of delivery to the Company of the
notice referred to in subparagraph (b).
4. Redemption. This debenture is subject to redemption or prepayment at any time
after December 1, 2000, in whole or in part at the option of the Company on not
less than 30 nor more than 60 days' notice given by the Company to the
registered holder hereof, upon tender of payment at face value, with interest
accrued and unpaid to the date fixed for redemption. Any partial redemption
shall be applied against any interest then due then to principal.
5. Subordination.
(a) The indebtedness evidenced by this debenture shall be subordinate and
subject to right of payment, to the extent and in the manner hereinafter set
forth, to the prior payment in full of Senior Indebtedness of the Company or any
subsidiary, whether outstanding on the date hereof or hereafter created, and
whether or not secured. "Senior Indebtedness" shall mean the principal of (and
premium, if any) and unpaid interest on (i) indebtedness of the Company or with
respect to which the Company is a guarantor, to banks, insurance companies or
other institutions regularly engaged in the business of lending money, (ii)
indebtedness of the Company for payments due on account of rent or leases of
equipment, offices, or facilities rented for the Company's use, (iii) any
deferrals, renewals or extensions of any such indebtedness or debentures, notes
or other evidence of indebtedness issued in exchange for such Senior
Indebtedness. As used herein, the term "subsidiary" shall mean a corporation at
least 50% of whose voting securities, having ordinary voting power not
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dependent on default, are owned directly or indirectly by the Company or by one
or more of its other subsidiaries or by the Company in conjunction with one or
more of its other subsidiaries.
(b) Upon any payment or distribution of the assets of the Company upon any
dissolution or winding up or total liquidation or reorganization of the Company
(whether in bankruptcy, insolvency, reorganization or receivership proceedings,
or upon an assignment for the benefit of creditors, or any other marshaling of
the assets and liabilities of the Company or otherwise),
(i) all Senior Indebtedness shall first be paid in full, in cash, or
provisions made for such payment, before any holder of this debenture shall
be entitled to receive any payment of distributions from or by the Company
on account of the principal of and premium, if any, or interest on the
indebtedness evidenced by this debenture;
(ii) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which any holder
of this debenture would be entitled except for the provisions of this
subparagraph (b) shall be paid or delivered by the Company or by any
trustee in bankruptcy, receiver, assignee for the benefit of creditors, or
other liquidating agent making such payment or distribution, directly to
the holders of Senior Indebtedness or their representative or
representatives, or to such trustee or trustees under any indenture
pursuant to which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held or represented by each,
to the extent necessary to pay all Senior Indebtedness in full after giving
effect to any concurrent payment of distribution, or provision therefor, to
the holders of such Senior Indebtedness; and
(iii) in the event that, notwithstanding the foregoing, any payment or
distribution of assets to the Company of any kind or character, whether in
cash, property or securities, shall be received by any holder of this
debenture before all Senior Indebtedness is paid in full, or provision made
for its payment or distribution shall be held in trust for the benefit of,
and shall be paid over or delivered to , the holders of such Senior
Indebtedness or their representatives, or to the trustee or trustees under
any indenture pursuant to which any amendments evidencing any of such
Senior Indebtedness may have been issued ratably as aforesaid, for
application to the payment of all Senior Indebtedness remaining unpaid to
the extent necessary after giving effect to any concurrent payment or
distribution, or provision therefor, toe the holders of such Senior
Indebtedness.
(c) For purposes of this debenture, the words "cash, property or
securities" shall be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this paragraph 5 with respect
to the payment of all Senior Indebtedness which may at the time be outstanding,
provided that (i) the Senior Indebtedness is assumed by the new corporation, if
any, resulting from any such reorganization or readjustment, and (ii) the rights
of the hold of the Senior Indebtedness are not, without consent of such holders,
altered by such reorganization or readjustment.
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(d) Subject to the payment in full of all Senior Indebtedness, the holder
of this debenture shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets of the Company made
on the Senior Indebtedness until the principal of, premium, if any, and interest
on this debenture shall be paid in full, and for purposes of such subrogation,
no such payments or distributions to the holders of Senior Indebtedness of cash,
property or securities, which otherwise would be payable or distributable to the
holder of this debenture, shall, as between the Company, its creditors other
than the holders of Senior Indebtedness, and the holder of this debenture, be
deemed to be a payment by the Company to or on account of this debenture, it
being understood that the provisions of this paragraph are intended solely for
the purpose of defining the relative rights of the holder of this debenture, on
the one hand, and the holders of Senior Indebtedness, on the other hand.
6. Nonimpairment.
(a) Nothing contained in paragraphs 5 or 6 is intended to or shall impair,
as between the Company, the Company's creditor's other than the holders of the
Senior Indebtedness, and any holder of this debenture, the obligation of the
Company, which is absolute and unconditional, to pay to the holder of this
debenture the principal of, premium, if any, and interest on this debenture, as
and when the same shall become due and payable in accordance with its terms, and
which, subject to the rights under paragraph 5 of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of
the Company, or is intended to or shall affect the relative rights of the holder
of this debenture and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the holder of this
debenture from exercising all remedies otherwise permitted by applicable law
upon occurrence of an event of default (as that term is hereinafter defined),
subject to the rights, if any, under paragraph 5, of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon exercise of any such remedy.
(b) No payment on account of principal, premium, if any, or interest on
this debenture shall be made by the Company unless full payment of amounts then
due for principal, premium, if any, sinking fund and interest on all Senior
Indebtedness has been made or duly provided for in money, and no payment on
account of principal, premium, if any, or interest on this debenture shall be
made by the Company if, at the time of such payment or immediately after giving
effect thereto, (A) there shall exist a default in the payment of principal,
premium, if any, sinking funds, or interest with respect to any Senior
Indebtedness, or (B) there shall have occurred any other event of default with
respect to any Senior Indebtedness as defined therein or in the instrument under
which the same is outstanding, permitting the holders thereof to accelerate the
maturity thereof, and such event of default shall not have been cured or waived
or shall not have ceased to exist.
(c) The Company will not incur any Senior Indebtedness except for working
capital and other operating needs arising in the ordinary course of business,
including the acquisition of real estate and other properties for use by the
Company.
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7. Registration: Transfer.
(a) The Company shall maintain a record of the principal amount and balance
of the debenture and the owner thereof, such book to be maintained at the
Company's principal executive office.
(b) The Company may treat the registered owner as the absolute owner hereof
for purposes of receiving payments of principal and/or interest due hereunder
and for all other purposes.
(c) No transfer hereof shall have been made on the record book maintained
by the Company for this debenture by the registered owner or by his or its
attorney duly authorized in a writing reasonably satisfactory in form to counsel
for the Company.
(d) The original holder of this debenture, named above, represents that
this debenture is being purchased for investment and not with a view to
distribution. Neither this debenture nor any shares issuable pursuant to this
debenture have been registered under state or federal securities laws and may
not be transferred unless so registered or, in the opinion of counsel reasonably
satisfactorily to the Company, there are applicable exemptions from the
registration requirements of such laws.
(e) If the Company shall hereafter file a registration statement under the
Securities Act of 1933 with respect to a public offering of shares of its common
stock, the Company shall first notify all registered holders of this debenture
and of shares of common stock issued upon conversion of this debenture, and all
such persons shall have the right to include their shares of common stock in
such registration statement, subject to the consent of the underwriter, which
the Company will use its best efforts to obtain. Such persons shall not be
required to pay any of the expenses attributable to such registration other than
such incremental fees as are attributable to the shares being sold by them.
(f) If the Company shall not have filed a registration statement within
three years of the date of this debenture, then the holders of a majority of
those shares of common stock which shall have been issued upon conversion of
this debenture in whole or in part, shall have the right, exercisable only
twice, at any time within the next five years, to request that the Company
prepare and file a registration statement under the Securities Act of 1933
covering the shares into which this debenture shall have been converted, and the
Company shall use its best efforts to cause such registration statement to
become effective. Such persons shall pay such incremental fees as are
attributable to the shares being sold by them, and shall reimburse the Company
for all other costs incident to such registration, unless the Company includes
shares of stock in such registration statement.
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8. Default.
(a) Any one or more of the following shall be deemed to be a default by the
Company:
(i) any failure to pay any interest, principal, or other payment when
and as due under this debenture;
(ii) failure to perform any term or condition of this debenture;
(iii) assignment of any substantial part of the Company's assets for
the benefit of creditors;
(iv) the filing by the Company of an application for the appointment
of a receiver, custodian or trustee for all or any substantial part of the
Company's asset;
(v) the appointment of a receiver, custodian or trustee for all or any
substantial part of the Company's assets upon the application of any
creditor of the Company;
(vi) the filing of any lien, of which the Company shall have received
notice, or any judgment which judgment or lien is not bonded off within
ninety (90) days, against all or any substantial part of the Company's
assets;
(vii) suspension of the Company's business;
(viii) the entry of any order or judgment restraining the Company from
conducting all or any substantial part of its business; and
(ix) amendment of the Company's Certificate of Incorporation or
By-Laws in any manner which would foreclose performance by the Company of
any of its obligations or the exercise of any rights of the
debentureholders under this debenture.
(b) The following shall also constitute a default by the Company:
(i) any liquidation, unless such liquidation provides for prepayment
of this debenture;
(ii) initiation of bankruptcy proceedings by the Company; and/or
(iii) pendency of bankruptcy proceedings against the Company for more
than thirty (30) days.
(c) Any event which would otherwise constitute a default under this
debenture shall not be deemed to be a default if the registered holder of this
debenture (or, if more than one registered holder, the holders of a majority of
principal amount thereof) shall consent to such event or waive such default in
writing, either before or after such event of default, provided that no event
described
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in paragraph 8(a)(i) may be waived insofar as the interest of any registered
holder may appear without the consent of such holder.
(d) In the event of the occurrence of any event of default (subject to the
provisions of paragraph 8(c)), the registered owner hereof may declare all
obligations and debts contained herein to be immediately due and payable and
collect payment in every way permitted by law; provided, however, that the
Company shall have a period of thirty (30) days in which to cure and correct any
event of default described in paragraph 8(a).
9. Adjustments. In case (A) the Company's outstanding shares of common stock
shall be subdivided into a greater number of shares, (B) a dividend in common
stock shall be paid in respect of its outstanding common stock, or (C) there
shall be any other distribution on the Company's common stock payable otherwise
than out of earnings, retained earnings or earned surplus, the Conversion Price
per share in effect immediately prior to such subdivision shall simultaneously
with the effectiveness of such subdivision or immediately after the record date
of such dividend or distribution be proportionately reduced; and, conversely, if
the outstanding shares of common stock shall be combined into a smaller number
of shares, the Conversion Price per share in effect immediately prior to such
combination shall, simultaneously with the effectiveness of such combination, be
proportionately increased. If there shall be a distribution described in clause
(C) of this section 9, the Conversion Price per share in effect immediately
prior to such distribution shall be reduced by an amount equal to the fair value
thereof per share of common stock.
10. Financial Information. The Company will provide the holder of this debenture
monthly unaudited financial information, including a trial balance sheet and
statements of income and expense. In addition, it will provide said holder with
the same reports and financial information as it supplies to its stockholders,
and at the same time.
11. Disputes. Any dispute between or among the Parties or any of them arising
out of or in any way relating to this Agreement shall be submitted to
arbitration in Washington, D.C. under the auspices of the American Arbitration
Association. A decision of an arbitrator or a panel of arbitrators, as the case
may be, shall be legally binding on the Parties and shall not be subject to
appeal to any court of law. The costs of arbitration shall be borne by the Party
instigating such arbitration, if he or it shall not prevail in the principal
relief sought, and by the Party or Parties against whom such arbitration is
brought, if the Party instigating such arbitration shall prevail in the
principal relief sought.
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12. Miscellaneous.
(a) All of the covenants, stipulations, promises and agreements contained
herein shall bind the Company, its successors and assigns.
(b) This debenture shall be governed by the laws of the Commonwealth of
Virginia.
(c) The Company will at all times reserve and keep authorized and
available, solely for the purpose of issue upon exercise of the conversion and
stock purchase rights herein provided, such number and kind of shares as may
from time to time be issuable upon the conversion of this debenture.
(d) On receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction, or mutilation of this debenture and, in the case of
loss, theft or destruction, on delivery of an indemnity agreement or bond
reasonably satisfactory in form and amount to the Company or, in the case of
mutilation, on surrender and cancellation of this debenture, the Company will
execute and deliver a new debenture of like tenor.
(e) No holder, as such, shall be entitled by reason of this debenture to
any rights as a shareholder of the Company.
(f) This debenture shall not be valid unless executed by the person named
on the face hereof.
IN WITNESS WHEREOF, NATURAL SOLUTIONS CORPORATION has caused this debenture
to be signed by its president and its corporate seal to be affixed hereto and to
be attested by its secretary, all as of the 9th Day of November 2000.
Attest:
NATURAL SOLUTIONS CORPORATION
---------------------------- By_______________________________
Louis A. Isakoff, Secretary Jimmy Foshee, President
[SEAL]
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Natural Solutions Corporation
ELECTION TO CONVERT
(Void after November 1, 2005)
To: NATURAL SOLUTIONS CORPORATION
The undersigned holder of the debenture dated November 1, 2000, hereby
irrevocably elects to convert
______________________dollars ($_______ )
of the indebtedness represented by said debenture into fully paid and
non-assessable shares of common stock of NATURAL SOLUTIONS CORPORATION, at a
price of $0.25 per share, and in consideration thereof, requests that a
certificate or certificates
_____________________shares
be issued to him and be delivered to him at the address indicated below.
A new option certificate representing rights to purchase any remaining
shares shall be issued to the holder at the address below.
Date:____________________,
--------------------------
(signature)
(printed name)
(address)
TO CONSTITUTE A VALID EXERCISE OF THIS ELECTION TO CONVERT, THIS ELECTION MUST
BE ACCOMPANIED BY THE DEBENTURE.
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