SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED, OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A "U.S. PERSON" UNLESS THE
SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. IN NO EVENT MAY
SUCH SECURITIES BE SOLD, OFFERED OR TRANSFERRED IN THE UNITED STATES OR TO A "U.
S. PERSON" FOR A PERIOD OF FORTY (40) DAYS FROM THE DATE OF THIS CERTIFICATE.
No._________ $_____________________
FIRST SOUTH AFRICA CORP., LTD.
9% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES
DUE JUNE 15, 2004
promises to pay to EP Opportunity Fund
or registered assigns the principal sum of Seven Hundred Thousand Dollars on
June 15, 2004
The provisions set forth on Annex A
hereto are incorporated as if set
forth on the face hereof.
Interest Payment Dates:
June 15, September 15,
December 15, March 15.
Record Dates:
June 1, September 1,
December 1, March 1.
DATED:
Certificate of Authentication
This Security is one of the Securities
described in the within mentioned Indenture.
AMERICAN STOCK TRANSFER AND FIRST SOUTH AFRICA CORP., LTD.
TRUST COMPANY, as Trustee
By:___________________________ By:___________________________
Authorized Signature
By:___________________________
ANNEX A
FIRST SOUTH AFRICA CORP., LTD.
9% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES
DUE JUNE 15, 2004
1. INTEREST. First South Africa, Corp., Ltd., a Bermuda corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the rate per annum shown above. The Company will pay interest quarterly
commencing June 15, 1997. Securities issued by the Company after April 17, 1997,
the initial closing date (the "Initial Closing Date") will bear interest from
the respective subsequent closing date, but in all other respects will be on the
same terms and conditions as the other Securities issued pursuant to the
Indenture. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Security
(except defaulted interest) to the persons who are registered holders of
Securities at the close of business on the record date for the next interest
payment date even though Securities are canceled after the record date and on or
before the interest payment date. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company will pay interest by its check
payable in such money mailed to the holder's registered address.
3. PAYING AGENT, REGISTRAR AND CONVERSION AGENT. Initially, American
Stock Transfer & Trust Company (the "Trustee") will act as Paying Agent,
Registrar and Conversion Agent. The Company may change any Paying Agent,
Registrar or Conversion Agent without notice to any Securityholder. The Company
or any of its subsidiaries may act in such capacity.
4. INDENTURE. The Company issued the Securities under an Indenture dated
as of April 25, 1997, (the "Indenture") between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture. The Securities
are subject to all such terms, and Securityholders are referred to the Indenture
for a statement of them. The Securities are limited to the aggregate principal
amount of $10,000,000.
5. REDEMPTION. The Securities may be redeemed by the Company at any time
or from time to time commencing June 15, 1999, at the Company's option, in whole
or in part, upon not less than 30 nor more than 60 days' notice, mailed to the
registered holders thereof at their last registered addresses, at the
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redemption prices (expressed as percentages of the principal amount) set forth
below, plus accrued and unpaid interest to the redemption date (and subject to
the right of any record holder to receive the interest payable on the applicable
Interest Payment Date that is on or prior to the redemption date). If redeemed
during the periods indicated below, the applicable redemption percentage would
be:
FROM THROUGH PERCENTAGE
---- ------- ----------
June 15, 1999 June 14, 2000.... 109.0%
June 15, 2000 June 14, 2001... 107.0%
June 15, 2001 June 14, 2002... 105.0%
June 15, 2002 June 14, 2003... 102.5%
June 15, 2003 June 15, 2004... 100.0%
The Company may not redeem the Securities prior to June 15, 1998. The
Company may redeem the Securities after June 15, 1998 but prior to June 15, 1999
if the market price of the Common Stock on any 20 trading days during a period
of 30 consecutive trading days shall have equaled or exceeded 150% of the then
Conversion Price of the Securities. The applicable redemption percentage would
be 109%.
6. SELECTION AND NOTICE OF REDEMPTION. Notice of redemption will be
mailed at least thirty (30) but not more than sixty (60) days before the
redemption date to each holder of Securities to be redeemed at his registered
address. Securities in denominations larger than $1,000 may be redeemed in part
but only in whole multiples of $1,000. On and after the redemption date,
interest ceases to accrue on Securities or portions thereof called for
redemption.
7. CONVERSION. A holder of a Security may convert it into Common Stock
of the Company at any time, subject to prior redemption and compliance with the
terms of the Indenture. If the Security is called for redemption, the holder may
convert it at any time before the close of business on the fifth business day
prior to the redemption date. The initial conversion price shall be equal to
$6.00 per share of Common Stock, subject to adjustment in certain events. To
determine the number of shares issuable upon conversion of a Security, divide
the principal amount to be converted by the conversion price in effect on the
conversion date and round the result to the nearest 1/100th of a Share. On
conversion, no payment or adjustment for interest will be made. The Company will
deliver a check for any fractional share.
To convert a Security a holder must (1) complete and sign the conversion
notice on the back of the Security, (2) surrender the Security to a Conversion
Agent, (3) furnish appropriate
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endorsements and transfer documents if required by the Registrar or Conversion
Agent, and (4) pay any transfer or similar tax if required. A holder may convert
a portion of a Security if the portion is $1,000 or an integral multiple of
$1,000.
The conversion price is subject to adjustment as set forth in the
Indenture upon the occurrence of certain events, including: (i) the issuance of
stock of the Company as a dividend or distribution on any shares of the Common
Stock; (ii) subdivisions, combinations and certain reclassifications of the
Common Stock; (iii) the issuance to all holders of Common Stock of certain
rights or warrants entitling them to subscribe for or purchase Common Stock at
less than the then current conversion price (as determined in the manner set
forth in the Indenture); (iv) the distribution to all holders of Common Stock of
any shares of capital stock of the Company (other than the Common Stock),
evidences of indebtedness of the Company or other assets (including securities,
but excluding any rights or warrants referred to above, excluding any dividend
or distribution paid in cash out of earned surplus of the Company); (v) the
distribution to all holders of Common Stock of cash in the aggregate amount of
such cash distribution; (vi) the issuance of shares of Common Stock for less
consideration than the then current conversion price; and (vii) the issuance of
securities convertible into or exchangeable for shares of Common Stock (other
than pursuant to transactions described above and with certain exceptions) for a
consideration per share of Common Stock deliverable on such conversion or
exchange that is less than the then current conversion price of the Common Stock
on the date of issuance of such security.
No adjustment in the conversion price will be required unless such
adjustment would require a change of at least 1% in the price then in effect;
but any adjustment that would otherwise be required to be made shall be carried
forward and taken into account in any subsequent adjustment.
The Company from time to time may voluntarily reduce the conversion
price for a period of time, provided that the conversion price is not less than
the par value of a share of Common Stock.
If the Company consolidates or merges into or sells, leases, transfers
or otherwise disposes of all or substantially all of its assets, the Securities
will become convertible into the kind and amount of Securities, cash or other
assets which the holders of the Securities would have owned immediately after
the transaction if the holders had converted the Securities immediately before
the effective date of the transaction at the conversion price in effect
immediately prior to such effective date.
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8. SINKING FUND. The Securities will be redeemable through the operation
of a mandatory sinking fund in two equal installments totaling 67% of the issue
on June 15, 2002 and June 15, 2003, with the balance of the issue being retired
at maturity on June 15, 2004. Sinking fund redemptions shall be made upon not
less than 30 days' notice mailed to each holder of the Securities to be redeemed
at the holder's registered address, at a sinking fund redemption price equal to
the then redemption price plus accrued and unpaid interest to the date fixed for
redemption (subject to the right of holders of record on the relevant record
date to receive interest due on an Interest Payment Date that is prior to the
date fixed for redemption). Prior to June 15 of each of the years 2002 and 2003,
the Company will pay to the Trustee, for a sinking fund payment, cash sufficient
to redeem on such date fixed for redemption, 33.5% of the aggregate principal
amount of the issued Securities, provided that Securities converted pursuant to
the Indenture or reacquired or redeemed by the Company (other than Securities
redeemed through the sinking fund) may be used, at the principal amount thereof,
to reduce the amount of any sinking fund payment. Cash payments for the sinking
fund are to be applied to redeem Securities.
9. SUBORDINATION. The Securities are subordinated and subject in right
of payment to the prior payment in full of all Senior Indebtedness (as defined
in the Indenture). To the extent provided in the Indenture, Senior Indebtedness
must be paid before the Securities may be paid. The Company agrees, and each
Securityholder by accepting a Security agrees, to the subordination and
authorizes the Trustee to give it effect. The indebtedness evidenced by the
Securities shall rank senior to all indebtedness evidenced by securities of the
Company issued by the Company after the date of the Indenture, any other
evidence of Indebtedness of the Company except as expressly provided for in the
Indenture, and the Capital Stock of the Company, including any rights or
warrants entitling holders thereof to subscribe for or purchase shares of
Capital Stock of the Company or any securities convertible into or exchangeable
for shares of Capital Stock of the Company issued by the Company after the date
of the Indenture.
10. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. A holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Security or portion of a Security selected for redemption, or
transfer or exchange any
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Security for a period of 15 days before a selection of Securities to be
redeemed.
11. PERSONS DEEMED OWNERS. The registered holder of a Security may be
treated as the owner of it for all purposes.
12. UNCLAIMED MONEY. If money for the payment of principal, premium, if
any, or interest on the Securities remains unclaimed for two years, the Trustee
or Paying Agent will pay the money back to the Company at its request. After
that, holders entitled to any of such money must look to the Company for payment
as general creditors unless an "abandoned property" law designates another
person.
13. AMENDMENT, SUPPLEMENT, WAIVER. Subject to certain exceptions, the
Indenture or the Securities may be amended or supplemented with the consent of
the holders of at least a majority in principal amount of the outstanding
Securities and any past default or compliance with any provision may be waived
with the consent of the holders of a majority in principal amount of the
outstanding Securities. Without the consent of any Securityholder, the Company
may amend or supplement the Indenture or the Securities to, among other things,
cure any ambiguity, omission, defect or inconsistency or to provide for
uncertificated Securities in addition to certificated Securities or to make any
change that does not adversely affect the rights of any Securityholder.
14. SUCCESSOR CORPORATION. When a successor corporation assumes all the
obligations of its predecessor under the Securities and the Indenture and if
immediately thereafter no Default or Event of Default exists, the predecessor
corporation will be released from those obligations.
15. DEFAULTS AND REMEDIES. An Event of Default is:
(i) failure of the Company to pay interest on any
Security for 10 days, (ii) failure of the Company to pay any
principal installment when due and payable for a period of 10
days, (iii) default in the deposit of any sinking fund payment
when and as due which continues for a period of ten days, (iv)
failure by the Company for 30 days after written notice to the
Company by the Trustee or to the Company and the Trustee by the
holders of 25% in principal amount of the outstanding
Securities, to comply with any of its other agreements and
covenants in the Indenture and the Securities; (v) certain
defaults under and accelerations prior to maturity of other
indebtedness; (vi) certain events of bankruptcy, insolvency or
reorganization, and (vii) suspension or termination of
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the Company's reporting obligations pursuant to Sections 13 and
15(d) of the Securities Exchange Act of 1934, as amended.
The Indenture provides that the Trustee will, within 30 days after the
occurrence of a Default, give the Securityholders notice of all uncured Defaults
known to it (the term "Default" to include the events specified above, without
grace or notice), provided that, except in the case of default in the payment of
principal of or interest on any of the Securities, or failure to make a required
sinking fund deposit or a redemption payment pursuant to Article III of the
Indenture, the Trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Securityholders.
In case an Event of Default occurs and is continuing, the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities
then outstanding, by notice in writing to the Company (and to the Trustee if
given by the Securityholders), may declare to be due and payable the principal
amount of the Securities then outstanding plus accrued interest to the date of
acceleration, and upon any such declaration the same shall become and shall be
immediately due and payable. Securityholders may not enforce the Indenture or
the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Such declaration may be rescinded by holders of a majority in principal
amount of outstanding Securities if all existing Events of Default have been
cured and waived (except nonpayment of principal or interest on Securities then
outstanding that has become due solely because of the acceleration) and if the
rescission would not conflict with any judgment or decree.
Defaults (except, unless theretofore cured, a default in payment of
principal of or interest on the Securities or a default with respect to a
provision which cannot be modified under the terms of the Indenture without the
consent of each Security affected) may be waived by the holders of a majority in
principal amount of outstanding Securities upon the conditions provided in the
Indenture.
Upon the occurrence of an Event of Default, the holders of a majority in
principal amount of the outstanding Securities may select a person to serve as
director of the Company until the Event of Default is cured.
The Indenture requires the Company to file periodic reports with the
Trustee as to the absence of defaults.
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16. DISCHARGE OF INDENTURE. The Indenture will be discharged and
canceled, except for certain Sections thereof, subject to the terms of the
Indenture, upon the payment of all the Securities or upon the irrevocable
deposit with the Trustee or Paying Agent of money sufficient for such payment or
redemption.
17. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its affiliates, and may otherwise deal
with the Company or its affiliates, as if it were not Trustee.
18. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.
19. AUTHENTICATION. This Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.
20. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), J TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= custodian), and U/G/MA (= Uniform Gifts
to Minors Act).
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture. Requests may be made to: President,
First South Africa Corp., Ltd., c/o First South Africa Management Corp., 2665
South Bayshore, Suite 702, Coconut Grove, Florida 33133.
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ASSIGNMENT FORM
If you the holder want to assign this Security, fill in the form
below and have your signature guaranteed:
I or we assign and transfer this Security to
(Insert assignee's social security or tax I.D. number)
(Print or type assignee's name, address and zip code)
and irrevocably appoint
agent to transfer this Security on the books of Travel Ports of America, Inc.
The agent may substitute another to act for him.
Date: _____________ Your Signature: __________________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS
SECURITY).
Signature Guarantee:*____________________________________________
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* Needed only if the stock certificate is to be
registered in a name other than that of the record
holder.
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CONVERSION NOTICE
To convert this Security into Common Stock of First South Africa Corp.,
Ltd., check the line below:
______
To convert only part of this Security, state the principal amount to be
converted:
$__________________
If you want the stock certificate made out in another person's name, fill in the
form below:
(Insert other person's soc. sec. or tax I.D. no.)
(Print or type other person's name, address and zip code).
Date: _____________ Your Signature: __________________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS
SECURITY).
Signature Guarantee:*____________________________________________
- --------
* Needed only if the stock certificate is to be
registered in a name other than that of the record
holder.
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