EXHIBIT 4.2
UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE TRUST OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FORM OF EXCHANGE CERTIFICATE
TRANSTEL PASS THROUGH TRUST
12 1/2% Pass Through Exchange Certificate
CUSIP No. ____________
evidencing a fractional undivided interest in a trust, the property of
which includes certain Senior Notes.
Certificate
No.__________ $__________________ Fractional Undivided Interest
THIS CERTIFIES THAT ______________________________, for value
received, is the registered owner of a $______________________________
(________________________ dollars) Fractional Undivided Interest in the Transtel
Pass Through Trust (the "Trust") created, pursuant to a Trust Agreement dated as
of October 20, 1997, between Transtel S.A., a sociedad anonima organized under
the laws of the Republic of Colombia (the "Company") and Wilmington Trust
Company, a Delaware banking corporation, as trustee (the "Pass Through
Trustee"), as amended and restated by the Amended and Restated Trust Agreement
dated as of October 28, 1997 (as so amended, the "Agreement"), among the
Depositor, the Pass Through Trustee, and Marine Midland Bank, a banking
corporation and trust company incorporated under New York law as Registrar and
Paying Agent ("Marine Midland"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement. This Certificate is one of the duly authorized Certificates
designated as "12 1/2% Pass Through Certificates" (herein called the
"Certificates"). This Certificate is
issued under and is subject to the terms, provisions, and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. The property of the
Trust includes certain Senior Notes (the "Trust Property").
Subject to and in accordance with the terms of the Agreement, from
funds then available to the Pass Through Trustee, there will be distributed on
each November 1 and May 1, commencing May 1, 1998 (a "Distribution Date"), to
the person in whose name this Certificate is registered at the close of business
on the day of the month which is 15 days preceding the Distribution Date, an
amount in respect of the Scheduled Payments on the Senior Notes due on such
Distribution Date, the receipt of which has been confirmed by the Pass Through
Trustee, equal to the product of the percentage interest in the Trust evidenced
by this Certificate and an amount equal to the sum of such Scheduled Payments.
Subject to and in accordance with the terms of the Agreement and the terms of
this Certificate, in the event that Special Payments on the Senior Notes are
received by the Paying Agent, from funds then available to the Paying Agent,
there shall be distributed on the applicable Special Distribution Date, to the
Person in whose name this Certificate is registered at the close of business on
the day of the month which is 15 days preceding the Special Distribution Date,
an amount in respect of such Special Payments on the Senior Notes, the receipt
of which has been confirmed by the Paying Agent, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Distribution Date
or Special Distribution Date is not a Business Day, distribution shall be made
on the immediately following Business Day. The Special Distribution Date shall
be the 2nd day of the month determined as provided in the Agreement. The Paying
Agent shall mail notice of each Special Payment and the Special Distribution
Date therefor to the Holders of the Certificates.
Distributions on this Certificate will be made by the Paying Agent by
(i) wire transfer of immediately available funds or (ii) check mailed to the
person entitled thereto, without the presentation or surrender of this
Certificate or the making of any notation hereon. Except as otherwise provided
in the Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after notice mailed by the Paying Agent of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent specified in such
notice.
The statements set forth in the legend, if any, set forth above are an
integral part of the terms of this Certificate and by acceptance hereof each
holder of this Certificate agrees to be subject to and bound by the terms and
provisions set forth in such legend, if any.
THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Pass Through Trustee or an authenticating agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Certificate to be duly executed.
TRANSTEL PASS THROUGH TRUST
By: Wilmington Trust Company, not in its
individual capacity but solely as Pass Through
Trustee
By: ________________________________
Title:
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated:
This is one of the Certificates referred
to in the withinmentioned Agreement.
[This is the Global Certificate referred
to in the withinmentioned Agreement.]/1/
Wilmington Trust Company, as Pass
Through Trustee
By: _______________________________
Authorized Officer
or
Wilmington Trust Company, as Pass
Through Trustee
By: Marine Midland Bank, as
Authenticating Agent
By: ____________________________
Authorized Officer
-----------
/1/ For Global Certificate only.
[Reverse of Certificate]
Except as set forth in the Exchange Certificate Guarantee, the
Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company or the Pass Through Trustee or any
affiliate thereof. The Certificates are limited in right of payment, all as
more specifically set forth in the Agreement. All payments or distributions
made to Certificateholders under the Agreement shall be made only from the Trust
Property and only to the extent that the Paying Agent shall have sufficient
income or proceeds from the Trust Property to make such payments in accordance
with the terms of the Agreement. Each Holder of this Certificate, by its
acceptance hereof, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for distribution to such Holder
as provided in the Agreement. This Certificate does not purport to summarize
the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby. A copy of the Agreement may be examined during normal
business hours at the principal office of the Pass Through Trustee, and at such
other places, if any, designated by the Pass Through Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Pass Through Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the Trust. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Registrar, or by any successor Registrar,
duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Registrar, duly executed by the Holder hereof or such
Holder's attorney, duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons initially in minimum denominations of $250,000 Fractional Undivided
Interest and any integral multiples of $1,000 in excess thereof. At such time
as certain restrictions on transfer have been removed, the minimum denominations
of the Certificates shall be reduced to $1,000 or any integral multiples of
$1,000 in excess thereof. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Pass Through Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass
Through Trustee or the Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Pass Through Trustee, the Registrar, nor any such agent shall be affected by any
notice to the contrary.
The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the distribution to Certificateholders of
all amounts required to be distributed to them pursuant to the Agreement and the
disposition of all property held as part of the Trust Property.
