Common use of Conversion of Debentures Clause in Contracts

Conversion of Debentures. At the option of the Holder, this Debenture may, ------------------------ at any time or from time to time on any Business Day to and including, but not after, the close of business on the day which is five Business Days prior to _______ 2035, be converted, in whole, or, if the Debenture is in a principal amount in excess of $50, in part in integral multiples of $50 principal amount, into fully paid and nonassessable shares of Common Stock Series A of the Company, at the Conversion Price in effect at the Date of Conversion. In case a Debenture or a portion thereof is called for redemption, such conversion right in respect of such Debenture or the portion so called, shall expire at the close of business on the day which is five Business Days prior to the Redemption Date, unless the Company defaults in making the payment due upon redemption. If this Debenture is to be converted only in part, it shall be surrendered at any office or agency of the Company designated for that purpose pursuant to the Indenture, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder hereof without service charge, a new Debenture or Debentures, of any authorized denomination as requested by the Holder, in an aggregate principal amount equal to and in exchange for the unconverted portion of this Debenture so surrendered. In order to exercise the conversion privilege, the Holder shall surrender this Debenture to the Conversion Agent at the office or agency to be maintained by the Company pursuant to the Indenture for the conversion of Debentures with the Notice of Conversion set forth below in this Debenture duly completed and, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or his duly authorized attorney in writing. As promptly as practicable after the surrender of this Debenture with the notice duly completed as aforesaid, the Company shall then issue and deliver at such office or agency to the Holder, or on his written order, a certificate or certificates for the number of the shares of Common Stock Series A then issuable in accordance with the provisions of the Indenture and cash in respect of any fraction of a share of Common Stock Series A otherwise issuable upon such conversion. Any such conversion shall be deemed to have been effected at the time and on the date as specified in the Indenture. The Holder of this Debenture at the close of business on any Regular Record Date for the payment of interest will be entitled to receive the interest payable hereon on the corresponding Cash Interest Payment Date notwithstanding the conversion of such Debenture following such Regular Record Date. Subject to provisions of Sections 5.5 and 5.6 of the First Supplemental Indenture, no payment or adjustment shall be made upon conversion on account of any interest accrued or deferred or otherwise unpaid on the principal or any portion thereof of this Debenture so converted or for any dividends or distributions on any shares of Common Stock Series A. Holders of Common Stock Series A received upon such conversion prior to or on a record date for any dividend or distribution on such shares shall be entitled to receive the same dividend or distribution as other holders of record of Common Stock Series A. The initial Conversion Price of the Debentures shall be $________per share of Common Stock Series A, which Conversion Price is subject to adjustment as provided in the Indenture. Optional Redemption. At any time on or after __________, 199_, the Company, ------------------- at its option, will have the right to redeem the Debentures, in whole or in part, at 100% of the principal amount being redeemed (together with any accrued or deferred but unpaid interest on the portion being so redeemed) (the "Redemption Price"), plus Additional Interest, if any, upon notice and in the manner provided in the Indenture.

Conversion of Debentures. At the option (a) As provided in paragraph 4 of the HolderDebentures, this Debenture may, ------------------------ Purchaser may give Notice of Conversion of the Debentures to BSC by facsimile to the number set forth in Section 10 below. Conversion of Debentures may take place at any time or from time to time on any Business Day to and includinguntil the Maturity Date of the Debentures, but not afteras defined in the Debentures, except that Purchaser must convert the close entire principal amount of business on the day which is five Business Days prior to _______ 2035, be converted, in whole, or, if the Debenture is funded by the Purchaser pursuant to this Escrow Agreement and the Agreement on or before January 19, 2000. As provided in a principal amount in excess of $50, in part in integral multiples of $50 principal amount, into fully paid and nonassessable shares of Common Stock Series A paragraph 4 of the CompanyDebentures, at within 5 business days of receipt of the Conversion Price in effect at the Date Notice of Conversion. In case a Debenture or a portion thereof is called for redemption, such conversion right in respect of such Debenture or the portion so called, BSC shall expire at the close of business on the day which is five Business Days prior to the Redemption Date, unless the Company defaults in making the payment due upon redemption. If this Debenture is to be converted only in part, it shall be surrendered at any office or agency of the Company designated for that purpose pursuant to the Indenture, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder hereof without service chargePurchaser, a new Debenture or Debentures, of any authorized denomination as requested to an account designated by the Holder, Purchaser in an aggregate principal amount equal to and in exchange for the unconverted portion of this Debenture so surrendered. In order to exercise the conversion privilege, the Holder shall surrender this Debenture to the Conversion Agent at the office or agency to be maintained by the Company pursuant to the Indenture for the conversion of Debentures with the Notice of Conversion set forth below in this Debenture duly completed andConversion, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or his duly authorized attorney in writing. As promptly as practicable after the surrender of this Debenture with the notice duly completed as aforesaid, the Company shall then issue and deliver at such office or agency to the Holder, or on his written order, a certificate or certificates for the number of representing the shares of Common Stock Series A then issuable common stock to which the Purchaser shall be entitled by reason of the conversion ("Certificate"). Notwithstanding anything to the contrary contained in paragraph 4 of the Debenture, BSC may demand, in writing, that the Purchaser pay outstanding principal amounts of the Debenture ("Demand") even though Purchaser has not converted all or any amount of the Debenture into shares of common stock. The Demand is a provision for payment of the Debenture only. Conversions of the Debenture into shares of common stock shall be done in accordance with paragraph 4 of the Debenture, and may be in an amount which is no less than $10,000 but not necessarily as much as the Demand. However, the first Demand in the amount of $50,000 may be wade within 7 days from the date of this Escrow Agreement. Additional ▇▇▇▇nds may only be made beginning on February 1, 2000 in increments of $75,000. After February 1, 2000 each Demand may be made no less than 30 business days from last Demand, and provided that the closing bid price of BSC's common stock for the previous 5 consecutive trading days has not fallen below $.50 per share. Notwithstanding the foregoing, at BSC's request in writing, Purchaser may, at its sole option, make discretionary fundings of the Debenture at any time. (b) If BSC fails to timely deliver Certificates, as provided in Section 5(a) above, then BSC shall pay Purchaser $150 per day for each day late in delivering Certificates up to and including the 10th late day, and $500 per day for each day late in delivering the Certificates after the 10th late day ("Liquidated Damages"). Any Liquidated Damages incurred by BSC shall be payable immediately and in cash upon demand in writing by Purchaser, or its agent, to BSC. However, such Liquidated Damages may be deducted from any amounts owed to BSC by Purchaser pursuant to this Section 5. Notwithstanding anything contained in the Agreement to the contrary, including but not limited to the provisions of Section 6 regarding the Indenture and cash in respect registration of any fraction of a share of Common Stock Series A otherwise issuable upon such conversion. Any such conversion restricted Conversion Shares, BSC shall be deemed required to have been effected at pay the time and on the date as specified Liquidated Damages set forth in the Indenture. The Holder of this Debenture at the close of business on any Regular Record Date for the payment of interest will be entitled to receive the interest payable hereon on the corresponding Cash Interest Payment Date notwithstanding the conversion of such Debenture following such Regular Record Date. Subject to provisions of Sections 5.5 and 5.6 of the First Supplemental Indenture, no payment or adjustment shall be made upon conversion on account of any interest accrued or deferred or otherwise unpaid on the principal or any portion thereof of this Debenture so converted or for any dividends or distributions on any shares of Common Stock Series A. Holders of Common Stock Series A received upon such conversion prior to or on a record date for any dividend or distribution on such shares shall be entitled to receive the same dividend or distribution as other holders of record of Common Stock Series A. The initial Conversion Price of the Debentures shall be $________per share of Common Stock Series A, which Conversion Price is subject to adjustment as provided in the Indenture. Optional Redemption. At any time on or after __________, 199_, the Company, ------------------- at its option, will have the right to redeem the Debentures, in whole or in part, at 100% of the principal amount being redeemed (together with any accrued or deferred but unpaid interest on the portion being so redeemed) (the "Redemption Price"Section 5(c), plus Additional Interest, if any, upon notice and in the manner provided in the Indenture.

Conversion of Debentures. At the option (a) As provided in paragraph 4 of the HolderDebentures, this Debenture may, ------------------------ Purchaser may give Notice of Conversion of the Debentures to Revenge by facsimile to the number set forth in Section 10 below. Conversion of Debentures may take place at any time or from time to time on any Business Day to and including, but not after, until the close of business on the day which is five Business Days prior to _______ 2035, be converted, in whole, or, if the Debenture is in a principal amount in excess of $50, in part in integral multiples of $50 principal amount, into fully paid and nonassessable shares of Common Stock Series A Maturity Date of the CompanyDebentures, at as defined in the Conversion Price Debentures. As provided in effect at paragraph 4 of the Date Debentures, within 5 business days of receipt of the Notice of Conversion. In case a Debenture or a portion thereof is called for redemption, such conversion right in respect of such Debenture or the portion so called, Revenge shall expire at the close of business on the day which is five Business Days prior to the Redemption Date, unless the Company defaults in making the payment due upon redemption. If this Debenture is to be converted only in part, it shall be surrendered at any office or agency of the Company designated for that purpose pursuant to the Indenture, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder hereof without service chargePurchaser, a new Debenture or Debentures, of any authorized denomination as requested to an account designated by the Holder, Purchaser in an aggregate principal amount equal to and in exchange for the unconverted portion of this Debenture so surrendered. In order to exercise the conversion privilege, the Holder shall surrender this Debenture to the Conversion Agent at the office or agency to be maintained by the Company pursuant to the Indenture for the conversion of Debentures with the Notice of Conversion set forth below in this Debenture duly completed andConversion, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or his duly authorized attorney in writing. As promptly as practicable after the surrender of this Debenture with the notice duly completed as aforesaid, the Company shall then issue and deliver at such office or agency to the Holder, or on his written order, a certificate or certificates for the number of representing the shares of Common Stock Series A common stock to which the Purchaser shall be entitled by reason of the conversion ("CERTIFICATES"). Purchaser shall wire funds to make payment to Revenge of the face amount of the Debentures converted on or before the date of conversion. If Purchaser does not wire transfer payment to Revenge on or before the date of conversion, then issuable Revenge shall give written notice to Escrow Agent that it has not received payment, with a copy of such notice to Purchaser, and Escrow Agent shall wire transfer to Revenge from the Escrow Fund, the face amount of the Debentures converted ("NOTICE OF PAYMENT") in accordance with the provisions wire instructions annexed to this Escrow Agreement as EXHIBIT A. In the event a Payment is made from the Escrow Fund, Purchaser shall be required to replenish the Escrow Fund before any additional conversions are done. Notwithstanding anything to the contrary contained in paragraph 4 of the Indenture and cash Debenture, Revenge may demand, in respect of any fraction of a share of Common Stock Series A otherwise issuable upon such conversion. Any such conversion shall be deemed to have been effected at writing, that the time and on the date as specified in the Indenture. The Holder of this Debenture at the close of business on any Regular Record Date for the payment of interest will be entitled to receive the interest payable hereon on the corresponding Cash Interest Payment Date notwithstanding the conversion of such Debenture following such Regular Record Date. Subject to provisions of Sections 5.5 and 5.6 Purchaser pay outstanding principal amounts of the First Supplemental Indenture, no payment or adjustment shall be made upon conversion on account of any interest accrued or deferred or otherwise unpaid on the principal Debenture ("DEMAND") even though Purchaser has not converted all or any portion thereof amount of this the Debenture so converted or for any dividends or distributions on any into shares of Common Stock Series A. Holders of Common Stock Series A received upon such conversion prior to or on a record date for any dividend or distribution on such shares shall be entitled to receive the same dividend or distribution as other holders of record of Common Stock Series A. The initial Conversion Price of the Debentures shall be $________per share of Common Stock Series Acommon stock, which Conversion Price is subject to adjustment as provided in subsections (A) and (B) below. The Demand is a provision for payment of the IndentureDebenture only. Optional RedemptionConversions of the Debenture into shares of common stock shall be done in accordance with paragraph 4 of the Debenture, and may be in an amount which is no less than $25,000 but not necessarily as much as the Demand. At However, (A) a Demand for the first $100,000 may be given at any time on or after __________, 199_, the Company, ------------------- at its option, will have the right to redeem the Debentures, in whole or in part, at 100% regardless of the principal amount being redeemed closing bid price for Revenge's publicly traded common stock for the day preceding the Demand; and (together with any accrued or deferred but unpaid interest on B) a Demand for the portion being so redeemedremaining $60,000 may only be given as follows: (i) Demand may be given for the first $30,000 no less than 15 business days from the last date the first $100,000 is completely converted; and (ii) a Demand may be given for the "Redemption Price")final $30,000 no less than 10 business days thereafter, plus Additional InterestPROVIDED HOWEVER, (x) the Demands set forth in subsections (B)(i) and (B)(ii) may only be given if any, upon notice and in the manner provided in closing bid price of Revenge's publicly traded common stock for the Indenture.day preceding the Demand is more than $1.33; (y) Revenge may decline to convert the

Conversion of Debentures. At Upon the option terms and subject to the conditions set forth in this Agreement, immediately following the First Closing, each Holder hereby agrees to convert the Debenture held by such Holder in accordance with the terms thereof and the Company agrees to deliver to such Holder the number of Debenture Shares required to be delivered to such Holder pursuant to the terms of such Debenture and as specified in the Conversion Notice(s) delivered to the Company, which number, for convenience purposes, is also set forth across from such Holder's name on Exhibit A attached hereto. Upon such conversion, the portion of the HolderDebentures so converted shall cease to represent indebtedness of the Company as stated therein, this the sole right of the Holder thereof with respect thereto shall be to receive the Debenture may, ------------------------ at any time or from time Shares to time on any Business Day which such Holder has become entitled pursuant to the terms thereof and the Holder shall have no other rights thereunder with respect thereto (including, but not afterwithout limitation, the close right to receive accrued and unpaid interest thereunder with respect thereto). To the extent that a Holder is unable to convert all of business its Debenture by virtue of application of the "blocker" provision set forth therein, such Holder shall convert the remaining portion of its Debenture on the first business day on which is five Business Days prior such conversion may be effected in full in compliance with the terms of such "blocker" provision. Upon such conversion, the portion of such Debenture so converted shall cease to _______ 2035represent indebtedness of the Company as stated therein, the sole right of such Holder thereof with respect thereto shall be converted, in whole, or, if to receive the Debenture is in a principal amount in excess Shares to which such Holder has become entitled pursuant to the terms thereof and such Holder shall have no other rights thereunder with respect thereto (including, without limitation, the right to receive accrued and unpaid interest thereunder with respect thereto). The Company agrees that the initial conversion of $50, in part in integral multiples of $50 principal amount, into fully paid and nonassessable the Debenture held by Magnetar Capital Master Fund Ltd shall not occur until 83,737,299 shares of Common Stock Series A of the Company, at the Conversion Price in effect at the Date of Conversion. In case a Debenture or a portion thereof is called for redemption, such conversion right in respect of such Debenture or the portion so called, shall expire at the close of business on the day which is five Business Days prior to the Redemption Date, unless the Company defaults in making the payment due upon redemption. If this Debenture is to be converted only in part, it shall be surrendered at any office or agency of the Company designated for that purpose pursuant to the Indenture, are issued and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder hereof without service charge, a new Debenture or Debentures, of any authorized denomination as requested by the Holder, in an aggregate principal amount equal to and in exchange for the unconverted portion of this Debenture so surrendered. In order to exercise the conversion privilege, the Holder shall surrender this Debenture to the Conversion Agent at the office or agency to be maintained by the Company pursuant to the Indenture for the conversion of Debentures with the Notice of Conversion set forth below in this Debenture duly completed and, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or his duly authorized attorney in writing. As promptly as practicable after the surrender of this Debenture with the notice duly completed as aforesaid, the Company shall then issue and deliver at such office or agency to the Holder, or on his written order, a certificate or certificates for the number of the shares of Common Stock Series A then issuable in accordance with the provisions of the Indenture and cash in respect of any fraction of a share of Common Stock Series A otherwise issuable upon such conversion. Any such conversion shall be deemed to have been effected at the time and on the date as specified in the Indenture. The Holder of this Debenture at the close of business on any Regular Record Date for the payment of interest will be entitled to receive the interest payable hereon on the corresponding Cash Interest Payment Date notwithstanding the conversion of such Debenture following such Regular Record Date. Subject to provisions of Sections 5.5 and 5.6 of the First Supplemental Indenture, no payment or adjustment shall be made upon conversion on account of any interest accrued or deferred or otherwise unpaid on the principal or any portion thereof of this Debenture so converted or for any dividends or distributions on any shares of Common Stock Series A. Holders of Common Stock Series A received upon such conversion prior to or on a record date for any dividend or distribution on such shares shall be entitled to receive the same dividend or distribution as other holders of record of Common Stock Series A. The initial Conversion Price of the Debentures shall be $________per share of Common Stock Series A, which Conversion Price is subject to adjustment as provided in the Indenture. Optional Redemption. At any time on or after __________, 199_, the Company, ------------------- at its option, will have the right to redeem the Debentures, in whole or in part, at 100% of the principal amount being redeemed (together with any accrued or deferred but unpaid interest on the portion being so redeemed) (the "Redemption Price"), plus Additional Interest, if any, upon notice and in the manner provided in the Indentureoutstanding.