Exhibit 4.4


 


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 Toibb Investment
LLC (the “Holder”).


 


RECITALS


 


WHEREAS, the
Company issued that certain $3,763,000 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TOIBB INVESTMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Howard Smuckler

  	
   

  
	
   

  	
   

  	
  Name: Howard Smuckler

  
	
   

  	
   

  	
  Title: CFO

  



 


 


[Toibb
Signature Page Debenture Amendment]