**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 (formerlyHyperspace Communications, Inc.) (the “Company”) and Toibb InvestmentLLC (the “Holder”).

 

RECITALS

 

**WHEREAS**, theCompany issued that certain $3,763,000 Convertible Debenture Due September 6,2009 to Holder (the “ Debenture”) on September 6, 2006;

 

**WHEREAS,** the Company and Holderhave agreed to amend the Debenture such that it will convert into shares of anewly authorized Series A Preferred Stock, no par value, of the Company insteadof Common Stock as set forth in the Debenture;

 

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

 

**WHEREAS**, capitalized terms usedherein but not otherwise defined shall have the meanings given to them in theDebenture.

 

**NOW, THEREFORE**, the partieshereto, in consideration of the premises and their mutual covenants andagreements herein set forth and intending to be legally bound hereby, covenantand agree as follows:

 

# ARTICLE 1THE AMENDMENT

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## TheDebenture shall be deemed to be amended as set forth in this Article 1.

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## 1.1.          Definitions. Section1 of the Debenture shall be amended to add the following new definition of “SeriesA Preferred Stock”:

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## “SeriesA Preferred Stock” means the Series A Preferred Stock, no par value pershare, of the Company and stock of any other class of securities into whichsuch preferred stock may hereinafter be reclassified or changed into.”

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## 1.2.          Interest. Section2 of the Debenture shall be amended so that each and every reference in Section2 to the term “Common Stock” shall be replaced with “Series A Preferred Stock”.

 

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

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

 

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

 

# ARTICLE 2MISCELLANEOUS

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## 2.1.          Governing Law. Allquestions concerning the construction, validity, enforcement and interpretationof this Amendment shall be governed by and construed and enforced in accordancewith the internal laws of the State of New York, without regard to theprinciples of conflict of laws thereof. Each party hereto hereby irrevocablysubmits to the exclusive jurisdiction of the New York Courts for theadjudication of any dispute hereunder or in connection herewith or with anytransaction contemplated hereby or discussed herein (including with respect tothe enforcement of any of the Transaction Documents), and hereby irrevocablywaives, and agrees not to assert in any suit, action or proceeding, any claimthat 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 consentsto process being served in any such suit, action or proceeding by mailing acopy thereof via registered or certified mail or overnight delivery (withevidence of delivery) to such party at the address in effect for notices to itunder the Debenture and agrees that such service shall constitute good andsufficient service of process and notice thereof. Nothing contained hereinshall be deemed to limit in any way any right to serve process in any othermanner permitted by applicable law. Each party hereto hereby irrevocablywaives, to the fullest extent permitted by applicable law, any and all right totrial by jury in any legal proceeding arising out of or relating to thisAmendment or the transactions contemplated by the Debenture. If either partyshall commence an action or proceeding to enforce any provisions of thisAmendment, then the prevailing party in such action or proceeding shall bereimbursed by the other party for its attorneys’ fees and other costs andexpenses incurred in the investigation, preparation and prosecution of suchaction or proceeding.

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## 2.2.          Severability. Ifany provision of this Amendment is invalid, illegal or unenforceable, thebalance of this Amendment shall remain in effect, and if any provision isinapplicable to any Person or circumstance, it shall nevertheless remainapplicable to all other Persons and circumstances.

 

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## 2.3.          Headings. Theheadings contained herein are for convenience only, do not constitute a part ofthis Amendment and shall not be deemed to limit or affect any of the provisionshereof.

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## 2.4.          Counterparts. ThisAmendment may be executed in counterparts, all of which shall be considered oneand the same instrument and shall become effective when one or morecounterparts have been signed by each of the parties and delivered to the otherparty.

 

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IN WITNESS WHEREOF, theCompany and Holder have caused this Amendment to be executed as of the datefirst 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 |

 

 

[ToibbSignature Page Debenture Amendment]

 

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