**Exhibit4.3**

 

**AMENDMENTNO. 1**

**TO**

**CONVERTIBLEDEBENTURE**

 

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 Crestview CapitalMaster LLC (the “Holder”).

 

RECITALS

 

**WHEREAS**,the Company issued that certain $3,836,000 Convertible Debenture Due September6, 2009 to Holder (the “ Debenture”) on September 6, 2006;

 

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

 

**WHEREAS,**theCompany and Holder intend that this Amendment will be effective immediatelyprior to Holder’s conversion of the Debenture in accordance with its terms asamended hereby; and

 

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

 

**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. Section 1 of theDebenture shall be amended to add the following new definition of “Series APreferred 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. Section 2 of theDebenture shall be amended so that each and every reference in Section 2 to theterm “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.All questions concerning the construction, validity, enforcement andinterpretation of this Amendment shall be governed by and construed andenforced in accordance with the internal laws of the State of New York, withoutregard to the principles of conflict of laws thereof. Each party hereto herebyirrevocably submits to the exclusive jurisdiction of the New York Courts forthe adjudication 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 irrevocably waives,and agrees not to assert in any suit, action or proceeding, any claim that itis not personally subject to the jurisdiction of such New York Courts, or suchNew York Courts are improper or inconvenient venue for such proceeding. Eachparty hereby irrevocably waives personal service of process and consents toprocess being served in any such suit, action or proceeding by mailing a copythereof via registered or certified mail or overnight delivery (with evidenceof delivery) to such party at the address in effect for notices to it under theDebenture and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemedto limit in any way any right to serve process in any other manner permitted byapplicable law. Each party hereto hereby irrevocably waives, to the fullestextent permitted by applicable law, any and all right to trial by jury in anylegal proceeding arising out of or relating to this Amendment or the transactionscontemplated by the Debenture. If either party shall commence an action orproceeding to enforce any provisions of this Amendment, then the prevailingparty in such action or proceeding shall be reimbursed by the other party forits attorneys’ fees and other costs and expenses incurred in the investigation,preparation and prosecution of such action 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.This Amendment may be executed in counterparts, all of which shall beconsidered one and the same instrument and shall become effective when one ormore counterparts have been signed by each of the parties and delivered to theother party.

 

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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 |
|   |                                |
|   |                                |
|   | **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]

 

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