Exhibit
4.3


 


AMENDMENT
NO. 1


TO


CONVERTIBLE
DEBENTURE


 


THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”),
is dated as of October 1, 2007 by and between MPC Corporation (formerly
Hyperspace Communications, Inc.) (the “Company”) and Crestview Capital
Master LLC (the “Holder”).


 


RECITALS


 


WHEREAS,
the Company issued that certain $3,836,000 Convertible Debenture Due September
6, 2009 to Holder (the “ Debenture”) on September 6, 2006;


 


WHEREAS,
the Company and Holder have agreed to amend the Debenture such that it will
convert into shares of a newly authorized Series A Preferred Stock, no par
value, of the Company instead of Common Stock as set forth in the Debenture;


 


WHEREAS, the
Company and Holder intend that this Amendment will be effective immediately
prior to Holder’s conversion of the Debenture in accordance with its terms as
amended hereby; and


 


WHEREAS,
capitalized terms used herein but not otherwise defined shall have the meanings
given to them in the Debenture.


 


NOW, THEREFORE, the parties
hereto, in consideration of the premises and their mutual covenants and
agreements herein set forth and intending to be legally bound hereby, covenant
and agree as follows:


 


ARTICLE 1

THE AMENDMENT


 


The
Debenture shall be deemed to be amended as set forth in this Article 1.


 


1.1.          Definitions. Section 1 of the
Debenture shall be amended to add the following new definition of “Series A
Preferred Stock”:


 


“Series
A Preferred Stock” means the Series A Preferred Stock, no par value per
share, of the Company and stock of any other class of securities into which
such preferred stock may hereinafter be reclassified or changed into.”


 


1.2.          Interest. Section 2 of the
Debenture shall be amended so that each and every reference in Section 2 to the
term “Common Stock” shall be replaced with “Series A Preferred Stock”.


 

















 


1.3.          Conversion.
Subsections (a), (d)(i) – (d)(iv), (d)(vi) – (d)(viii) of Section 4  shall be amended so that each and every
reference in Section 2 to the term “Common Stock” shall be replaced with “Series
A Preferred Stock”.


 


1.4           Conversion
Ratio. In the event that Series A Preferred Stock is not convertible into
Common Stock on a 1 for 1 basis, the number of shares of Series A Preferred
Stock to be issued upon conversion shall be convertible into the number of
shares of Common Stock into which the Debenture would have converted prior to
this Amendment.


 


1.5           Omnibus
Amendment. To the extent that any provision of the Debenture is
inconsistent with the amendments set forth in this Amendment, such provision of
the Debenture shall be deemed to be amended so that it is consistent with the
terms of this Amendment.


 


ARTICLE 2

MISCELLANEOUS


 


2.1.          Governing Law.
All questions concerning the construction, validity, enforcement and
interpretation of this Amendment shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflict of laws thereof. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such New York Courts, or such
New York Courts are improper or inconvenient venue for such proceeding. Each
party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under the
Debenture and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by
applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Amendment or the transactions
contemplated by the Debenture. If either party shall commence an action or
proceeding to enforce any provisions of this Amendment, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys’ fees and other costs and expenses incurred in the investigation,
preparation and prosecution of such action or proceeding.


 


2.2.          Severability. If
any provision of this Amendment is invalid, illegal or unenforceable, the
balance of this Amendment shall remain in effect, and if any provision is
inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances.


 


2

















 


2.3.          Headings. The
headings contained herein are for convenience only, do not constitute a part of
this Amendment and shall not be deemed to limit or affect any of the provisions
hereof.


 


2.4.          Counterparts.
This Amendment may be executed in counterparts, all of which shall be
considered one and the same instrument and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party.


 


3

















 


IN WITNESS WHEREOF, the
Company and Holder have caused this Amendment to be executed as of the date
first written above by their respective officers thereunto duly authorized.


 


	
   

  	
  MPC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Curtis Akey

  	
   

  
	
   

  	
   

  	
  Name: Curtis Akey

  
	
   

  	
   

  	
  Title: CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CRESTVIEW CAPITAL MASTER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Crestview Capital Partners, LLC

  
	
   

  	
   

  
	
   

  	
  Its: Sole Manger

  
	
   

  	
   

  
	
   

  	
    /s/
  Stewart Flink

  	
   

  
	
   

  	
   

  	
  Name: Stewart Flink

  
	
   

  	
   

  	
  Title: One of its Managers

  
						



 


 


[Crestview Signature Page Debenture Amendment]