EXHIBIT 4.13
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTA TIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY CERTIFI CATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH BELOW. THE CORPORATION SHALL
FURNISH A COPY OF THE CERTIFICATE OF INCORPORATION WITHOUT CHARGE TO EACH
STOCKHOLDER WHO MAKES A REQUEST FOR THE SAME.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE CORPORA TION THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE THIRD ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT
WAS AN AFFILIATE OF THE CORPORATION AT ANY TIME DURING THE THREE MONTHS
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
CORPORATION, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED
BY THE TRANSFEROR ON THE CERTIFI CATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (3) IN AN OFF SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION
THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
THE CERTIFICATE OF TRANSFER
WITHIN THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVEST MENT PURPOSES
AND NOT FOR DISTRIBUTION, THAT HAS FURNISHED TO THE REGISTRAR A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH LETTER CAN
BE OBTAINED FROM THE REGISTRAR), (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE
SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATE MENT UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR
HOLDING THIS SECURITY AGREES IT WILL FURNISH TO THE CORPORATION AND THE
REGISTRAR SUCH CERTIFI CATES AND OTHER INFORMATION AS THEY MAY REASONABLY
REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE
FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE CORPORA TION THAT IT IS (1) A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEAN ING OF RULE 144A OR (2) AN
INSTITUTION THAT IS AN "ACCREDITED INVES TOR" AS DEFINED IN RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE RE
QUIREMENTS OF PARAGRAPH (o)(2) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT.
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CUSIP _________
INTERNATIONAL CABLETEL INCORPORATED
No. ____ _______ Shares
This certifies that ________ is the owner of _______ fully paid and
non-assessable shares of the 13% Senior Redeemable Exchangeable Preferred Stock,
par value $0.01 per share, of International CableTel Incorporated, a Delaware
corporation (the "Corporation"). The shares represented by this Certificate are
transferable only on the stock transfer books of the Corporation by the holder
of record hereof, or by his duly authorized attorney or legal representative,
upon the surrender of this Certificate properly endorsed. This Certificate is
not valid until countersigned and registered by the Corporation's transfer agent
and registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed manually or by the facsimile signatures of its duly authorized officers
and has caused its corporate seal to be hereunto affixed.
Dated: ____________
INTERNATIONAL CABLETEL INCORPORATED
By: _____________________________________________
Name:
Title:
By: _____________________________________________
Name:
Title:
Countersigned and Registered:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
Transfer Agent and Registrar
By: ______________________________________________
Authorized Signature
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INTERNATIONAL CABLETEL INCORPORATED
This Certificate and the shares represented hereby are issued and
shall be subject to all the provisions of the Certificate of Incorporation and
By-Laws of the Corpora tion and the amendments from time to time made thereto,
copies of which are on file at the principal office of the Corporation, to all
of which the holder of this Certificate assents by acceptance hereof.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT -________________ Custodian ________________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
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CERTIFICATE OF TRANSFER
FOR VALUE received,___________________________________________ hereby
sell, assign and transfer unto_________________________________________________
_______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________ Shares
of the preferred stock represented by the within Certificate and do hereby
irrevocably constitute and appoint ____________________________________________
____________________________________________________________________ Attorney to
transfer the said stock on the books of the within-named Corporation with full
power of substitution in the premises.
Dated:
______________________________ _______________________________________
__________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS CERTIFICATE MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICU LAR,
WITHOUT ALTERATION OR ENLARGE MENT, OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED: ___________________________________________________
NOTICE: SIGNATURE(S) SHOULD BE GUARANTEED BY A
QUALIFIED MEDALLION GUARANTEE MEMBER AND MUST CORRE
SPOND EXACTLY WITH THE NAME AS WRIT TEN UPON THE
FACE OF THE CERTIFICATE.
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In connection with any transfer of any of the Preferred Stock evidenced by
this certificate occurring prior to the date that is three years after the
later of the date of original issuance of such and the last date, if any, on
which such Preferred Stock were owned by the Corporation or any affiliate of
the Corporation, the undersigned confirms that such Preferred Stock are
being transferred:
CHECK ONE BOX BELOW
(1) [ ] to the Corporation; or
(2) [ ] pursuant to and in compliance with Rule 144A under the
Securities Act of 1933; or
(3) [ ] pursuant to and in compliance with Regulation S under the
Securities Act of 1933; or
(4) [ ] to an institutional "accredited investor" (as defined in
Schedule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that
has furnished to the Registrar a signed letter containing certain
representations and agreements (the form of which letter can be obtained
from the Registrar); or
(5) [ ] pursuant to another available exemption from the registration
require ments of the Securities Act of 1933.
Unless one of the boxes is checked, the Registrar will refuse to register
any of the Preferred Stock evidenced by this certificate in the name of any
person other than the registered holder thereof; provided, however, that if
box (3), (4) or (5) is checked, the Registrar may require, prior to
registering any such transfer of the Preferred Stock such legal opinions,
certifications and other information as the Corporation has reasonably
requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided
by Rule 144 under such Act.
---------------------------------
Signature
1
Signature Guarantee
- ---------------------------- ----------------------------------------------
Signature must be guaranteed Signature
- --------------------------------------------------------------------------------
_____________________
1
Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange.
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TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing the
shares of Preferred Stock evidenced by this certificate for its own account or
an account with respect to which it exercises sole investment discretion and
that it and any such account is a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act of 1933, and is aware that the
sale to it is being made in reliance on Rule 144A and acknowl edges that it has
received such information regarding the Corporation as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Date: _____________________ ____________________________________
NOTICE: To be executed by an executive officer
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OPTION OF STOCKHOLDER TO ELECT PURCHASE
If you want to elect to have this certificate or a portion thereof
repurchased by the Corporation pursuant to paragraph (h) of the Certificate of
Designation, check the box: [ ]
If the purchase is in part, indicate the number of shares to be purchased:
__________
Your Signature: _____________________________________________________
(Sign exactly as your name appears on the other side of
this certificate)
Date: ________________________
2
Signature Guarantee:
____________________________
2
Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange.
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SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial number of shares represented by this Global Security shall
be ______ shares. The following increases or decreases in such number have been
made:
Amount of decrease in Amount of increase in Number of shares Signature of authorized
number of shares number of shares represented by this officer of Registrar
Date of exchange represented by this represented by this Global Security following
Global Security Global Security such decrease or increase
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