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EXHIBIT 4.1
FORM OF REPLACEMENT 8% CONVERTIBLE PROMISSORY NOTE
REPLACEMENT 8% CONVERTIBLE PROMISSORY NOTE
L___________
DECEMBER ____, 2005
FOR VALUE RECEIVED, the adequacy of which
is hereby acknowledged, the
undersigned, ELCOM INTERNATIONAL, INC., a
Delaware corporation, whose principal
address is 10 Oceana Way, Norwood,
Massachusetts 02062 ("Maker"), promises to
pay to Chase Nominees Limited, whose
principal address is P.O. Box 18171, 125
London Wall, London, EC2Y 5AJ, U.K.
("Payee"), the entire aggregate principal
amount _______________________________
Thousand Pounds Sterling (L____________),
pursuant to the terms and conditions
contained herein, together with interest
thereon at the rate hereinafter provided,
all in accordance with the following
terms and conditions. This Note is issued
as a replacement of the promissory
note originally issued with respect to the
advance made on _________________,
2005, which original convertible promissory
note is hereby rendered null and
void.
Whereas, the Payee has already advanced the
Maker _______________Thousand Pounds
Sterling (L____________), pursuant to an 8%
convertible promissory note dated
________, 2005; and
Whereas, the Payee wishes to correctly
state certain details with respect to the
Payee.
NOW THEREFORE IT IS AGREED:
1. Principal and
Interest. The principal amount of this Note and all
interest accrued thereon shall be due and
payable upon written demand by Payee
in one installment within five business
days after Maker notifies Payee that it
has adequate funds to repay this note (the
"Maturity Date"). Interest on the
principal amount of this Note shall accrue
at the rate of Eight Percent (8.0%)
per annum commencing as of the date of
advances and continuing until all
principal and accrued interest owing under
this Note is paid in full. Interest
shall be calculated upon a year of 360 days
for the actual number of days
elapsed.
2. Payment. In
the event this Note is not converted pursuant to Section 3,
all principal and all accrued interest due
hereunder shall be payable on the
Maturity Date in sterling (or by Maker's
check payable in such money) to Payee
in person or at Payee's address (as given
above) or at such other place as Payee
or any other holder of this Note may
designate in writing to Maker.
Alternatively, Payee may designate a bank
account into which Maker shall wire
transfer payments of principal and
interest. To the extent payment becomes due
and payable under this Note on a day which
is not a business day, such payment
is and shall be due and payable on the next
succeeding business day.
3. Optional
Conversion.
(a) Optional
Conversion. The outstanding principal on this Note and
all interest accrued thereon may, be
converted at the option of the Payee into
shares of common stock, par value $.01 per
share ("Common Stock"), at the same
per share purchase price of the Common
Stock in the AIM Financing (as defined
below). For clarity, upon conversion of
this Note pursuant to this subsection
3(a), this Note shall be converted into
that number of shares of Common Stock
equal to the quotient obtained by dividing
(i) the sum of the outstanding
principal on this Note and all accrued
interest by (ii) the per share purchase
price of the Common Stock sold in the AIM
Financing. The term "AIM Financing" as
used herein shall refer to the sale by
Maker of Common Stock in a single
transaction or a series of related
transactions, to non-U.S. persons outside the
U.S. pursuant to Regulation S promulgated
under the Securities Act of 1933, as
amended (the "Securities Act").
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(b) Fractional Shares. Maker shall not be required to issue
fractional
shares of Common Stock
