Exhibit 4.7
FORM OF EXCHANGE CERTIFICATE GUARANTEE
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THIS EXCHANGE CERTIFICATE GUARANTEE (the "Guarantee"), made this day of
, 1998 by TRANSTEL S.A., a sociedad anonima incorporated under the laws of the
Republic of Colombia (the "Guarantor") in favor of Marine Midland Bank, a New
York banking corporation and trust company (the "Guarantee Trustee") and the
holders (the "Exchange Certificateholders") of 12 1/2% Pass Through Exchange
Certificates due 2007, representing interests in 12 1/2% Senior Notes issued by
the Guarantor (the "Exchange Certificates").
W I T N E S S E T H
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WHEREAS, the Guarantor, Wilmington Trust Company (the "Pass Through
Trustee") and the Guarantee Trustee, as registrar and paying agent, have entered
into the Amended and Restated Pass Through Trust Agreement dated as of October
28, 1997 (such agreement, including all exhibits thereto, as it may from time to
time be amended, modified or supplemented, is hereinafter referred to as the
"Trust Agreement"), pursuant to which Transtel Pass Through Trust (the "Trust")
issued the Exchange Certificates to the Exchange Certificateholders;
WHEREAS, the Guarantor executed and delivered on October 28, 1997 a
guarantee agreement (the "Original Certificate Guarantee"), with substantially
identical terms to this Guarantee, for the benefit of the Original
Certificateholders;
WHEREAS, as an incentive for the holders (the "Original
Certificateholders") of 12 1/2% Pass Through Trust Certificates due 2007,
representing interests in 12 1/2% Senior Notes issued by the Guarantor (the
"Original Certificates") to exchange their Original Certificates for Exchange
Certificates, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Guarantee, to be obligated to the Exchange
Certificateholders under the Guaranteed Obligations (as defined herein);
NOW, THEREFORE, in consideration of the exchange by Original
Certificateholders of Original Certificates for Exchange Certificates which
exchange the Guarantor hereby acknowledges shall benefit the Guarantor, and for
other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the Guarantor hereby represents and warrants to, and
covenants and agrees with the Guarantee Trustee and the Exchange
Certificateholders, as follows:
1. The Guarantor hereby irrevocably and unconditionally guarantees to the
Exchange Certificateholders (a) the punctual payment of the full amount, when
due (whether by demand, acceleration or otherwise), of the principal of and
interest on, and fees and expenses due pursuant to, the Exchange Certificates,
and (b) full and timely payment on the Exchange Certificates as if payment had
been made on a full and timely basis on the Senior Notes (all of the liabilities
and obligations included in clauses (a) and (b) of this paragraph 1 are
hereinafter referred to collectively as the "Guaranteed Obligations"). This is
a guaranty of payment and not of collection, and is the primary obligation of
the Guarantor; and Guarantee Trustee, on behalf of the Exchange
Certificateholders, may enforce this Guarantee against the Guarantor without any
prior enforcement of the Guaranteed Obligations against the Trust. Any action
to enforce this Guarantee shall be undertaken by the Guarantee Trustee upon the
written direction of Exchange Certificateholders representing not less than a
majority of the outstanding Exchange Certificates.
2. All payments made by the Guarantor under or by virtue of this Guarantee
shall be paid to the Guarantee Trustee at its office at 000 Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. or such other place as the Guarantee
Trustee may hereafter designate in writing. The Guarantor hereby agrees to make
all payments under or by virtue of this Guarantee to the Guarantee Trustee, on
behalf of the Exchange Certificateholders, as aforesaid. The Guarantee Trustee
shall not be required otherwise to establish its authority to receive any
payment made hereunder. During such time as the Guarantee Trustee is acting as
paying agent under the Trust Agreement, the Guarantee Trustee shall apply any
payments received under this Guarantee in its capacity as paying agent as
provided under the Trust Agreement. Following such time as the Guarantee
Trustee ceases to be paying agent under the Trust Agreement, the Guarantee
Trustee shall pay any payments received hereunder to the successor paying agent
or the Guarantee Trustee for payment in accordance with the terms of the Trust
Agreement.
3. The Guarantor hereby waives notice of acceptance of this Guarantee,
notice of the creation, renewal or accrual of any of the Guaranteed Obligations
and notice of any other liability to which this Guarantee may apply, and notice
or proof of reliance by the Exchange Certificateholders upon this Guarantee, and
waives diligence, protest, notice of protest, presentment, demand of payment,
notice of dishonor or nonpayment of any of the Guaranteed Obligations, suit or
taking other action or making any demand against, and any other notice to the
Trust or any other party liable thereon.
4. So far as the Guarantor is concerned, the Guarantee Trustee or the
Exchange Certificateholders may, at any time and from time to time, without the
consent of, or notice to the Guarantor, and without impairing or releasing any
of the obligations of the Guarantor hereunder, upon or without any terms or
conditions and in whole or in part:
(a) exercise or refrain from exercising any rights against the Pass
Through Trustee, the Trust or others or otherwise act or refrain from acting;
and
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(b) to the extent set forth in the Trust Agreement, amend or otherwise
modify the Trust Agreement, consent to or waive any breach of, or any act,
omission or default under the Trust Agreement, the Exchange Certificates, or any
agreements, instruments or documents referred to therein or executed and
delivered pursuant thereto or in connection therewith, and this Guarantee shall
apply to the Guaranteed Obligations as set forth in each of such documents as so
amended and modified. Any such action shall not impair or release any of the
obligations of the Guarantor hereunder.
5. No invalidity, irregularity or unenforceability of all or any part of
the Guaranteed Obligations or of any security therefor shall affect, impair or
be a defense to this Guarantee, and this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
the validity, regularity or enforceability of the Trust Agreement, the Exchange
Certificates or any of the other Guaranteed Obligations or any collateral
security therefor or guaranty thereof or rights of offset with respect thereto
at any time or from time to time held by the Exchange Certificateholders and
without regard to any defense, offset or counterclaim which may at any time be
available to or be asserted by the Trust against the Exchange Certificateholders
and which constitutes, or might be construed to constitute, an equitable or
legal discharge of the Trust for the Guaranteed Obligations or any part thereof,
or of the Guarantor under this Guarantee, bankruptcy or in any other instance.
6. Until such time that the Guaranteed Obligations are paid in full, the
Guarantor hereby irrevocably waives, for the benefit of the Exchange
Certificateholders, any and all rights which it presently has, or may hereafter
have, whether by virtue of any payment or payments hereunder or otherwise, to be
subrogated to the rights of the Exchange Certificateholders against the Trust
with respect to any indebtedness of the Trust to the Exchange
Certificateholders.
7. The Guarantor makes the following representations and warranties, which
shall survive the execution and delivery of this Guarantee:
(a) The Guarantor is a corporation, duly organized, validly existing and in
good standing under the laws of Colombia. The Guarantor has all requisite power
and authority, corporate or otherwise, to execute, deliver and perform this
Guarantee, and has taken all necessary action, corporate or otherwise, to
authorize the execution, delivery and performance of this Guarantee. This
Guarantee has been duly executed and delivered and constitutes the valid and
legally binding obligation of the Guarantor, enforceable in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or moratorium laws, now or hereafter in effect,
relating to or affecting the enforcement of creditors' rights generally, and
further subject to the discretion of the court in granting the remedy of
specific performance and other equitable remedies; and
(b) No consent or approval of any Person (including, without limitation,
stockholders of the Guarantor), no waiver of any Lien or other similar right and
no
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consent, license, approval, authorization or declaration of, any governmental
authority, bureau or agency, is or will be required in connection with the
execution, delivery, performance, validity, enforcement or priority of this
Guarantee, or any other agreements, instruments or documents to be executed or
delivered pursuant hereto or thereto.
8. All notices, requests, demands or other communications hereunder shall
be in writing, either by letter (delivered by hand or commercial messenger
service or sent by certified mail, return receipt requested) or telegram or
telecopy, addressed as follows:
(a) if to the Guarantor:
Xxxxx 00X
Xx. 0-00
00xx Xxxxx
Xxxx, Xxxxxxxx
Attention: Xxxxxxxxx Xxxxx
Telecopier No.: 00.0.000.0000
(b) if to the Guarantee Trustee or the Exchange Certificateholders
Marine Midland Bank, as Guarantee Trustee
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X.X.
Attention: Corporate Trust Department - Transtel
Telecopier No.: (000) 000-0000
Any notice, request, demand or other communication hereunder shall be deemed to
have been given on the day on which it is delivered to such party at its address
specified above. The Guarantee Trustee or the Guarantor may change the person,
address or telecopier number to whom or which notices are to be given hereunder,
by notice duly given hereunder.
9. No delay on the part of the Guarantee Trustee or the Exchange
Certificateholders in exercising any of their options, powers or rights, and no
partial or single exercise thereof, whether arising hereunder, under the Trust
Agreement, the Exchange Certificates, or otherwise, shall constitute a waiver
thereof or affect any right hereunder. No waiver of any of such rights and no
modification, amendment or discharge of this Guarantee shall be deemed to be
made by the Guarantee Trustee or the Exchange Certificateholders or shall be
effective unless the same shall be in writing executed and delivered and then
such waiver shall apply only with respect to the specific instance involved and
shall in no way impair the rights of the Guarantee Trustee or the Exchange
Certificateholders or the obligations of the Guarantor to the Guarantee Trustee
or the Exchange Certificateholders in any other respect at any other time.
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10. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE GUARANTEE
TRUSTEE, THE EXCHANGE CERTIFICATEHOLDERS AND THE GUARANTOR HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN
SUCH STATE. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT
WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTEE. IN THE
EVENT THE EXCHANGE CERTIFICATEHOLDERS BRINGS ANY ACTION TO ENFORCE ANY OR ALL
LIABILITIES OF THE GUARANTOR HEREUNDER, SERVICE OF PROCESS MAY BE MADE UPON THE
GUARANTOR BY MAILING A COPY OF THE SUMMONS TO CT CORPORATION SYSTEMS, INC., 0000
XXXXXXXX, XXX XXXX, XXX XXXX 00000, AS THE COMPANY'S AUTHORIZED AGENT BY
CERTIFIED OR REGISTERED MAIL, AND THE GUARANTOR HEREBY CONSENTS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OVER THE
PERSON OF THE GUARANTOR AND HEREBY WAIVES ANY CLAIM THAT NEW YORK COUNTY OR THE
SOUTHERN DISTRICT OF NEW YORK IS AN INCONVENIENT FORUM. THE GUARANTOR HEREBY
WAIVES THE RIGHT TO INTERPOSE COUNTERCLAIM OR SET-OFFS OF ANY KIND AND
DESCRIPTION IN ANY SUCH ACTION OR SUIT ARISING HEREUNDER OR IN CONNECTION
HEREWITH.
11. If claim is ever made upon the Guarantee Trustee or the Exchange
Certificateholders for repayment or recovery of any amount or amounts received
by it in payment or on account of any of the Guaranteed Obligations and it
repays all or part of such amount by reason of any: (a) judgment, decree or
order of any court or administrative body having jurisdiction over it or any of
its property, or (b) settlement or compromise of any such claim effected by it
with any such claimant (including the Trust), then, and in either such event,
the Guarantor agrees that any such judgment, decree, order, settlement or
compromise shall be binding upon the Guarantor, notwithstanding the cancellation
of any instrument evidencing any of the Guaranteed Obligations, and the
Guarantor shall be and remain liable hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by the Exchange Certificateholders.
12. (a) The Guarantee Trustee is authorized from time to
time to take such action as the Exchange Certificateholders recommend or direct
in writing pursuant to this Guarantee.
(b) The Guarantee Trustee undertakes to perform such duties and only
such duties as are set forth in this Guarantee, and no implied covenants or
obligations shall be read into this Guarantee against the Guarantee Trustee.
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(c) It shall be the duty of the Guarantee Trustee to discharge (or cause
to be discharged) all of its responsibilities pursuant to the terms of this
Guarantee in the interests of the Exchange Certificateholders in accordance with
the provisions of this Guarantee.
(d) Notwithstanding the foregoing, the Guarantee Trustee shall not be
required to take any action hereunder if the Guarantee Trustee shall reasonably
determine, or shall have been advised by counsel in writing, that such action is
likely to result in personal liability to the Guarantee Trustee (in such
capacity or individually), is contrary to the terms of this Guarantee or is
otherwise contrary to law.
(e) In the event the Guarantee Trustee is uncertain as to the
application of any provision of this Guarantee, or such provision is ambiguous
as to its application or is, or appears to be, in conflict with any other
provision hereof, or in the event that this Guarantee permits any determination
by the Guarantee Trustee or is silent or incomplete as to the course of action
which the Guarantee Trustee is required to take with respect to a particular set
of facts, then the Guarantee Trustee may seek instructions from the Exchange
Certificateholders and shall not be liable to any person to the extent that it
acts in good faith in accordance with the instructions of the Exchange
Certificateholders.
(f) The duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Guarantee. The Guarantee
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Guarantee against the
Guarantee Trustee. No implied powers, duties or obligations shall be read into
this Guarantee against the Guarantee Trustee.
(g) In the absence of bad faith on its part, the Guarantee Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Guarantee Trustee.
(h) No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;
(2) the Guarantee Trustee shall not be liable for any error of made in
good faith unless it shall be proved that the Guarantee Trustee was negligent
in ascertaining the pertinent facts;
(3) the Guarantee Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the Exchange Certificateholders holding Exchange
Certificates evidencing not less than a majority in interest in the Trust
relating to the time, method and place of
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conducting any proceeding for any remedy available to the Guarantee Trustee,
or exercising any trust or power conferred upon the Guarantee Trustee, under
this Guarantee; and
(4) no provision of this Guarantee shall require the Guarantee Trustee
to expend or risk its own funds in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk is not reasonably assured to it.
(i) Whether or not herein expressly so provided, every provision of
this Guarantee relating to the conduct or affecting the liability of or
affording protection to the Guarantee Trustee shall be subject to the provisions
of this Section.
13. Except as otherwise provided in Section 12:
(a) the Guarantee Trustee may rely and shall be protected in acting or
refraining from acting in reliance upon any signature, resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties. The
Guarantee Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the manner of ascertainment of
which is not specifically prescribed herein, the Guarantee Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or any assistant treasurer or the secretary or any
assistant secretary of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Guarantee Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon;
(b) the Guarantee Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;
(c) the Guarantee Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Guarantee at the request or
direction of any of the Exchange Certificateholders pursuant to this Guarantee,
unless such Exchange Certificateholders shall have offered to the Guarantee
Trustee reasonable security or indemnity against the cost, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;
(d) the Guarantee Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument,
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opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document;
(e) The Guarantee Trustee shall not be answerable or accountable under
any circumstances, except for the willful misconduct or negligence of the
Guarantee Trustee, except for the Guarantee Trustee's failure to use ordinary
care to disburse funds and except for liabilities that may result from the
inaccuracy of any representation or warranty of the Guarantee Trustee in this
Guarantee;
(f) The Guarantee Trustee shall incur no liability if, by reason of
any provisions of any present or future law or regulation thereunder, or by any
force majeure event, including, but not limited to, natural disaster, war or
other circumstances beyond its control, the Guarantee Trustee shall be prevented
or forbidden from doing or performing any act or thing which the terms of this
Guarantee provide shall or may be done or performed; and
(g) Prior to taking any action under this Guarantee, the Guarantee
Trustee shall be entitled to receive written directions of the Exchange
Certificateholders pursuant to Section 1 hereof. The Guarantee Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the instruction of such Exchange Certificateholders.
14. The Guarantor agrees
(a) to pay, or cause to be paid, to the Guarantee Trustee from time
to time the compensation set forth in the agreement between the Guarantee
Trustee and the Guarantor for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee);
(b) except as otherwise expressly provided herein, to reimburse, or
cause to be reimbursed the Guarantee Trustee upon its request for all
reasonable outofpocket expenses, disbursements and advances incurred or
made by the Guarantee Trustee in accordance with any provision of this
Guarantee (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its (or its agent or
counsel) negligence, willful misconduct or bad faith or as may be incurred
due to the Guarantee Trustee's breach of its representations and
warranties;
(c) to indemnify, or cause to be indemnified, the Guarantee Trustee
from and against any and all liabilities, obligations, losses, damages,
penalty, tax, claims, actions, suits (including reasonable legal fees and
expenses) relating to this Guarantee, provided that the Guarantor shall not
be required to indemnify the Guarantee Trustee for any liability which
results from the negligence or willful misconduct of the Guarantee Trustee.
The Guarantee Trustee shall notify the Guarantor promptly of any claim for
which it may seek indemnity. The
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Guarantor shall defend the claim and the Guarantee Trustee shall cooperate
in the defense. The Guarantee Trustee may have separate counsel with the
consent of the Guarantor and the Guarantor will pay the reasonable fees and
expenses of such counsel. The Guarantor need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.
15. (a) No resignation or removal of the Guarantee Trustee
and no appointment of a successor Guarantee Trustee pursuant to this Section
shall become effective until the acceptance of appointment by the successor
Guarantee Trustee under Section 15(e).
(b) The Guarantee Trustee may resign at any time by giving written
notice thereof to the Guarantor and the Indenture Trustee. If an instrument of
acceptance by a successor Guarantee Trustee shall not have been delivered to the
Guarantor and the Indenture Trustee within 30 days after the giving of such
notice of resignation, the resigning Guarantee Trustee may petition any court of
competent jurisdiction for the appointment of a successor Guarantee Trustee.
(c) If the Guarantee Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Guarantee
Trustee for any cause, the Guarantor shall promptly appoint a successor
Guarantee Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Guarantee Trustee
shall be appointed by Act of the Exchange Certificateholders holding Exchange
Certificates evidencing not less than a 25% interest in the Trust delivered to
the Guarantor, the Pass Through Trustee and the retiring Guarantee Trustee, the
successor Guarantee Trustee so appointed shall, forthwith upon its acceptance of
such appointment, become the successor Guarantee Trustee and supersede the
successor Guarantee Trustee appointed as provided above. If no successor
Guarantee Trustee shall have been so appointed as provided above and accepted
appointment in the manner hereinafter provided, any Exchange Certificateholder
who has been a bona fide Exchange Certificateholder for at least six months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Guarantee Trustee.
(d) The successor Guarantee Trustee shall give notice of the
resignation and removal of the Guarantee Trustee and appointment of the
successor Guarantee Trustee by mailing written notice of such event by
firstclass mail, postage prepaid, to the Exchange Certificateholders as their
names and addresses appear in the Register. Each notice shall include the name
of such successor Guarantee Trustee and the address of its principal corporate
trust office.
(e) Every successor Guarantee Trustee appointed hereunder shall
execute, acknowledge and deliver to the Guarantor and to the retiring Guarantee
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Guarantee Trustee shall become effective and such
successor Guarantee Trustee, without any further act, deed or conveyance, shall
become vested with all rights,
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powers, trusts and duties of the retiring Guarantee Trustee; but, on request of
the Guarantor or the successor Guarantee Trustee, such retiring Guarantee
Trustee shall execute and deliver an instrument transferring to such successor
Guarantee Trustee all the rights, powers and trusts of the retiring Guarantee
Trustee and shall duly assign, transfer and deliver to such successor Guarantee
Trustee all property and money held by such retiring Guarantee Trustee
hereunder,. Upon request of any such successor Guarantee Trustee, the Guarantor,
the retiring Guarantee Trustee and such successor Guarantee Trustee shall
execute and deliver any and all instruments containing such provisions as shall
be necessary or desirable to transfer and confirm to, and for more fully and
certainly vesting in, such successor Guarantee Trustee all such rights, powers
and trusts.
(f) Any corporation into which the Guarantee Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Guarantee Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Guarantee Trustee, shall be the successor of
the Guarantee Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.
16. This Guarantee shall be binding upon the Guarantor and its successors
and assigns, a nd shall inure to the benefit of the Guarantee Trustee and the
Exchange Certificateholders and their respective successors and assigns;
provided, however, that the Guarantor shall not be entitled to assign or
delegate any of its rights or obligations under this Guarantee without the prior
written consent of each of the Exchange Certificateholders, and any purported
assignment in the absence of such consent shall be void. This Guarantee embodies
the entire agreement and understanding between the Guarantee Trustee, the
Exchange Certificateholders and the Guarantor relating to the subject matter
hereof and supersedes all prior agreements and understandings relating to the
subject matter hereof.
17. This Guarantee may not be amended without the prior approval of
Exchange Certificateholders of not less than a majority in aggregate principal
amount of the Exchange Certificates outstanding.
18. The provisions of this Guarantee are severable. If any clause or
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision, or part thereof, in such jurisdiction and shall not in any
manner affect such clause or provision in any other jurisdiction, or any other
clause or provision in this Guarantee in any jurisdiction.
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IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly
executed and delivered on the day and year first above written.
TRANSTEL S.A.
By:
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Title:
ACKNOWLEDGED AND AGREED
MARINE MIDLAND BANK,
as Guarantee Trustee
By:
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Title
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