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Document Preview Convertible, Callable, Subordinated Debenture |
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Title: |
Convertible, Callable, Subordinated Debenture |
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Date: |
2005 |
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$37 |
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#1329228 |
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CONVERTIBLE, CALLABLE,
SUBORDINATED DEBENTURE
NEITHER THIS DEBENTURE NOR THE UNDERLYING DEBENTURE SHARES HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE CORPORATION WILL NOT
TRANSFER THIS DEBENTURE, OR ANY DEBENTURE SHARES ISSUED PURSUANT TO ITS
CONVERSION PROVISION, UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION
COVERING SUCH NOTE OR SHARES UNDER THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING
THAT IN THE OPINION OF- THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.
ABERDENE MINES LIMITED
a Nevada corporation
CONVERTIBLE, CALLABLE, SUBORDINATED
DEBENTURE DUE NOVEMBER 19, 2006
Section 1. Terms. ABERDENE MINES LIMITED, a Nevada corporation ("Corporation"), which term includes any successor corporation, for value received, hereby promises to pay to Glenkirk International, ("Holder"), or subject to Section 13 herein the Holder's assigns, the principal sum of eighty thousand dollars ($ 80,000.00) on November 19, 2006 and on the 31st day of January of each year beginning 2005, to pay all accrued but as yet unpaid interest on such outstanding principal, accrued as of December 31st of the preceding year, until this convertible, callable, subordinated debenture due November 19, 2006 ("Debenture") has been paid in full or converted pursuant to Section 6 hereto. Interest on the outstanding principal amount shall accrue at the rate of two and one half percent (2.5%) above prime as determined by Bank of America, per annum.
Section 2. Payments. Payments of interest shall be made in lawful money of the United States of America to the Holder at the address provided to the Corporation by the Holder, as appears on this instrument below or at such other addresses as sent by the Holder to the Corporation by registered US mail at least twenty (20) days before said payment date.
Section 3. Default. The occurrence of one or more of the following events shall constitute an event of default:
3.1 Continued nonpayment of the interest due on this Debenture for more than thirty (30) days beyond the payment date when due.
3.2 The nonpayment of the principal of this Debenture when the same shall have become due and
payable.
-1-
3.3 The entry of a decree or order by a court having jurisdiction in the premises adjudging the Corporation a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Corporation under the federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, or trustee of the Corporation, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
3.4 The institution by the Corporation of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, or trustee of the Corporation, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Corporation in furtherance of any such action.
3.5 Default in the obligation of the Corporation for borrowed money, other than on this Debenture or on another Debenture issued contemporaneously by the Corporation, which shall continue for a period of thirty (30) days.
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