SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED
DEBENTURE DUE 2001
THIS SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED DEBENTURE DUE 2001 is
entered into as of this 23rd day of September, 1998, by and between
PHYSICIANS INSURANCE COMPANY OF OHIO, an Ohio corporation ("Physicians"), and
PC QUOTE, INC., a Delaware corporation (the "Company").
RECITALS
A. Physicians is the holder of that certain Convertible Subordinated
Debenture Due 2001, in the principal amount of $2,500,000, plus accrued
interest, issued by the Company on November 14, 1996, as amended by the First
Amendment to Convertible Subordinated Debenture Due 2001 and Debenture
Agreement, dated May 5, 1997, and as further amended by Amendments Nos. 1-4
of the First Amendment to Convertible Subordinated Debenture Due 2001 and
Debenture Agreement. The Convertible Subordinated Debenture Due 2001, as
amended, is hereinafter referred to as the "Debenture."
B. Concurrently herewith, the Company, Physicians and PICO Holdings,
Inc., are entering into a Securities Purchase Agreement, pursuant to which
certain debt obligations of the Company held by Physicians and PICO Holdings,
Inc. will be converted into equity.
C. As additional consideration for Physicians entering into the
Securities Purchase Agreement, the Company has agreed to amend the conversion
provisions of the Debenture as provided in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein and in the Debenture, and for other good and
valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the parties hereto agree as follows:
1. The fourth full paragraph of page 2 of APPENDIX A of the Debenture,
is hereby amended and restated in its entirety as follows:
The registered holder of this Debenture has the right, at its
option, at any time on or prior to the later to occur of the close
of business on April 30, 1999 or the full payment of this
Debenture, to convert the principal amount hereof, plus all accrued
interest as of the date of such conversion (collectively, the
"Debenture Balance"), into the number of fully paid and
nonassessable shares of Series A
Preferred Stock of the Company determined by dividing the following
by 100: the number calculated from the division of the Debenture
Balance by the lowest of the following numbers (i) 1.5625, (ii) the
closing sale price of the Company's Common Stock as reported by the
American Stock Exchange ("AMEX") one day prior to the conversion
date (the "AMEX Closing Price") or (iii) the average AMEX Closing
Price of the Company's Common Stock over the 20-day period
immediately preceding the conversion date (the "Average AMEX
Price"). The number resulting from the above calculation which is
to be divided by 100 is hereinafter referred to as the "Conversion
Price." Such conversion shall require surrender of this Debenture
to the Company at its execution offices accompanied by written
notice of conversion duly executed. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization or
otherwise) its outstanding shares of Common Stock into a greater
number of shares prior to conversion, the Conversion Price shall be
proportionately reduced and the number of shares of Common Stock
obtainable upon conversion shall be proportionately increased. If
the Company at any time combines (by reverse stock split or
otherwise) its outstanding shares of Common Stock into a smaller
number of shares prior to conversion, the Conversion Price shall be
proportionately increased and the number of shares of Common Stock
obtainable upon conversion shall be proportionately decreased. The
Company shall not issue fractional shares or script representing
fractions of shares of Common Stock upon any such conversion, but
shall make an adjustment therefor in cash on the basis of the
current market value of such fractional interest. In the case of a
consolidation, merger, or sale or transfer of substantially all the
Company's assets with, into or to any person or entity or related
group of persons or entities which is not a subsidiary of the
Company, the Conversion Price shall be proportionately adjusted and
the number of shares of Common Stock obtainable upon conversion
shall be proportionately adjusted so that the rights of the holder
hereof shall be equitably preserved. Notwithstanding, anything to
the contrary contained in this Debenture, in no event will there be
any adjustment in the Conversion Price or the number of shares of
Common Stock deliverable upon conversion upon the Company's rights
offering contemplated by the Agreement.
2. Except as expressly provided herein, all of the terms and
provisions of the Debenture shall remain in full force and effect.
3. The provisions of this Amendment shall be performed and interpreted
in accordance with the laws of the State of Illinois without reference to
conflicts of laws principles.
4. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Convertible Subordinated Debenture Due 2001 as of the date first above
written.
PC QUOTE, INC.
By: __________________________________
Name:
Title:
PHYSICIANS INSURANCE COMPANY OF OHIO
By: __________________________________
Name:
Title:
