Exhibit 4.3
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 June 1, 2005
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US $250,000 June 1, 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 sum of Two Hundred and Fifty Thousand Dollars ($250,000) on June
1, 2005, with interest at ten percent (10%) per annum.
1. Payment.
(a) Interest due shall be paid by the Company semiannually in
arrears, commencing August 1, 2000. 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 June 1, 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 she shall have last advised
the Company in writing.
2.Security. This debenture is secured by a lien on certain works of art
belonging to the Janke family trust, and by all the assets of the Company. Such
works of art are described on Appendix A attached hereto.
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").
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(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 June 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 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;
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(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.
(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 paragraph 5 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
<PAGE>
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 4 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.
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
<PAGE>
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.
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 debenture holders
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;
<PAGE>
(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 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 7(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.
12. Miscellaneous.
(a) All of the covenants, stipulations, promises and agreements contained herein
shall bind the Company, its successors and assigns.
<PAGE>
(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 1st Day of June.
Attest: NATURAL SOLUTIONS CORPORATION
by /s/ Louis A Isakoff by /s/ Jimmy Foshee
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Louis A. Isakoff, Secretary Jimmy Foshee, President
[SEAL]
<PAGE>
Natural Solutions Corporation
ELECTION TO CONVERT
(Void after June 1, 2005)
To: NATURAL SOLUTIONS CORPORATION
The undersigned holder of the debenture dated June 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.
