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Impsat Fiber Networks Inc – ‘T-3’ on 12/31/02

On: Tuesday, 12/31/02, at 1:37pm ET · Accession #: 950133-2-4234 · File #: 22-28655

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/31/02  Impsat Fiber Networks Inc         T-3                    4:405K                                   Bowne - DC/FA

Application for Qualification of a Trust Indenture — Form T-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: T-3         Application for Qualification of a Trust Indenture    14     70K 
 3: EX-25.1     Form T-1                                               6     23K 
 4: EX-25.2     Form T-1                                               6     23K 
 2: EX-99.T3C   Form of Indenture                                    110    543K

T-3 — Application for Qualification of a Trust Indenture
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Claimed Amount
1	1st Page - Filing Submission
3	Claimed Amount

T-3 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-3

FOR APPLICATION FOR QUALIFICATION OF INDENTURE
 UNDER THE TRUST INDENTURE ACT OF 1939

 -------------------------------

 IMPSAT FIBER NETWORKS, INC.
 (Name of Applicant)

Elvira Rawson de Dellepiane 150, 8th Floor
C1107BCA Buenos Aires,
 Argentina
(Address of Principal Executive Offices)
 SECURITIES TO BE ISSUED UNDER THE
 INDENTURE TO BE QUALIFIED

                                                                [Download Table]

             TITLE OF CLASS                           AMOUNT      

                                                                  
Series A 6% Senior Guaranteed Convertible        Up to $67,531,000
            Notes due 2011 and                   principal amount 
Series B 6% Senior Guaranteed Convertible Notes  Up to $23,906,000
                Due 2011                         principal amount 

      Approximate date of proposed public offering: As soon as practicable
following the qualification of the indenture covered hereby under the Trust     
Indenture Act of 1939, as amended.                                              

                                                                [Download Table]
                                                                
Name and address of agent for service:    With copies sent to:  

            Johanna Ravelo               Neil M. Goodman, Esq.  
           IMPSAT USA, Inc.                 Arnold & Porter     
       2040 North Dixie Highway         555 Twelfth Street, N.W.
     Wilton Manors, Florida 33305        Washington, D.C. 20004 

The applicant hereby amends this application for qualification on such date or  
dates as may be necessary to delay its effectiveness until: (i) the 20th day    
after the filing of a further amendment which specifically states that it shall 
supersede this amendment; or (ii) such date as the Commission, acting pursuant  
to Section 307(c) of the Act, may determine upon the written request of the     
applicant.                                                                      

T-3 2nd Page of 14 TOC 1st Previous Next ↓Bottom Just 2nd
 GENERAL

1.       General Information                                                    

(a)      The applicant is a corporation.                      

    (b)      The applicant is organized under the laws of the State of
Delaware.                                   

2.       Securities Act Exemption Applicable                                    

    The Applicant intends to offer, under the terms and subject to the
conditions set forth in the Applicant's Disclosure Statement Pursuant to Section
1125 of the Bankruptcy Code, dated as of October 23, 2002 (as amended and       
supplemented to date, the "Disclosure Statement"), and an accompanying Plan of  
Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of October 23, 
2002 (as amended and supplemented to date, the "Plan") incorporated by reference
as exhibits hereto, Series A 6% Senior Guaranteed Convertible Notes due 2011    
(the "Series A Notes") in an aggregate principal amount of $67,531,000, and     
Series B 6% Senior Guaranteed Convertible Notes due 2011 (the "Series B Notes") 
in an aggregate principal amount of $ $23,906,000 (collectively, the            
"Securities" and each a "Series of Securities"). The Plan was confirmed on      
December 16, 2002 pursuant to an Order of the United States Bankruptcy Court for
the Southern District Of New York (the "Confirmation Order"). The Securities    
will be issued pursuant to substantially identical indentures to be qualified   
under this Form T-3 (the "Indentures").                                         

     The Securities are being offered by the Applicant in reliance on an
exemption from the registration requirements of the Securities Act of 1933, as  
amended (the "Securities Act"), afforded by Section 1145 of Title 11 of the     
United States Code, as amended (the "Bankruptcy Code"). The Plan contemplates,  
among other things, the restructuring of the outstanding debt of the Applicant  
in part through the issuance by the Applicant of the Securities.                

       Each Series of Securities (i) matures as to principal and interest on
the eighth anniversary of the date the Securities are issued (the "Issue Date");
(ii) bears interest, payable semiannually, at an interest rate of six percent   
(6.0%) per annum beginning on the second anniversary of the Issue Date until    
payment of the principal amount shall have been made or duly provided for; (iii)
will be guaranteed as to payment of principal and interest (such guarantee the  
"Security Guarantee") by IMPSAT S.A., the Applicant's wholly-owned Argentine    
subsidiary ("IMPSAT Argentina" or the "Guarantor") (iv) will be redeemable in   
part up to 35% of the principal amount of such Series of Securities at the      
Applicant's option at any time prior to the third anniversary of the Issue Date 
for a redemption price equal to 100% of the Claimed Amount (as defined below) of
the Securities (provided that at least 65% of the principal amount of the Series
of Securities remain outstanding after such redemption); (v) will be mandatorily
redeemable by each holder thereof in the event of a change of control of the    
Applicant at a redemption price of 101% of the Claimed Amount of such Series of 
Securities (unless such right is waived by 66-2/3% of the then outstanding      
aggregate principal amount of such Series of Securities); and (vi) is           
convertible, into shares of the Applicant's New Common Stock (as defined in the 
Plan) based on the Conversion Price (as defined below).                         

         The "Claimed Amount" for each Series of Securities corresponding to any
applicable date shall be the applicable Claimed Amount specified in the         
following table:                                                                

2 

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                                                        [Enlarge/Download Table]

                                                                                                    Second Anniversary 
                                                    Sixth Month         First         18th Month      of the Closing   
                                                    Anniversary    Anniversary of    Anniversary         Date and      
                                                       of the        the Closing        of the       thereafter until  
                                    Closing Date    Closing Date        Date         Closing Date     Final Maturity   
---------------------------------  --------------  --------------  ---------------  --------------  -------------------
                                                                                                                       
         Claimed Amount                                                                                                
(as % of face principal amount of                                                                                      
          the Security)                88.85%          91.51%          94.26%           97.09%            100.00%      

         In the event that a determination of the Claimed Amount is to be made
for a day between any of the dates specified in the table above (but prior to   
the second anniversary of the Closing Date), the Claimed Amount shall be        
calculated on the basis of the increase in the Claimed Amount between such dates
based a period of 180 days.                                                     

 Subject to adjustment or voluntary reduction as provided in the
Indentures, the "Conversion Price" shall be calculated as follows for the Series
A Notes:                                                                        

                                                        [Enlarge/Download Table]

                                                                                                    Second Anniversary 
                                                    Sixth Month         First         18th Month      of the Closing   
                                                    Anniversary    Anniversary of    Anniversary         Date and      
                                                       of the        the Closing        of the       thereafter until  
                                    Closing Date    Closing Date        Date         Closing Date     Final Maturity   
---------------------------------  --------------  --------------  ---------------  --------------  -------------------
                                                                                                                       
        Conversion Price               $14.39          $14.17          $13.97           $13.76            $13.56       

and as follows for the Series B Notes:                        

                                                        [Enlarge/Download Table]

                                                                                                    Second Anniversary 
                                                    Sixth Month         First         18th Month      of the Closing   
                                                    Anniversary    Anniversary of    Anniversary         Date and      
                                                       of the        the Closing        of the       thereafter until  
                                    Closing Date    Closing Date        Date         Closing Date     Final Maturity   
---------------------------------  --------------  --------------  ---------------  --------------  -------------------
                                                                                                                       
        Conversion Price               $22.06          $21.73          $21.41           $21.10            $20.78       

        In the event that the Conversion Date shall be a date between any of
the dates specified in the tables above (but prior to the second anniversary of 
the Issue Date), the Conversion Price shall be calculated on the basis of the   
decrease in the Conversion Price between such dates based a period of 180 days. 
For a more complete description of the Securities, reference is made to the     
Indentures.                                                                     

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AFFILIATIONS

3.       Affiliates                                                             

 Set forth below are all direct and indirect subsidiaries of the
Applicant all of which are wholly owned by the Applicant, unless otherwise      
indicated:                                                                      

                                                                [Download Table]

                                                                    % Ownership of 
                                                                        Voting     
                 Subsidiary Name                       Country        Securities   
    -------------------------------------------------------------------------------
                                                                                   
 1  IMPSAT S.A.                                       Argentina             100.00%
 2  IMPSAT S.A.                                       Colombia               99.97%
 3  Telecomunicaciones IMPSAT S.A.                    Venezuela             100.00%
 4  Impsatel del Ecuador S.A.                          Ecuador              100.00%
 5  IMPSAT S.A. de CV                                  Mexico               100.00%
 6  IMPSAT USA, Inc.                                     USA                100.00%
 7  Impsat Comunicacoes Ltda                           Brazil               100.00%
 8  IMPSAT Peru S.A.                                    Peru                 99.98%
 9  IMPSAT Chile S.A.                                   Chile               100.00%
10  International Satellite Communications          Liechtenstein           100.00%
    Holding Ltd.                                                                   
11  Filcrown International Corp.                         BVI                100.00%
12  Red Virtual S.A.                                  Argentina              99.99%
13  ConeXia S.A.                                      Argentina              69.50%

         See Item 4 for "Directors and Executive Officers" of Applicant, some of
whom may be deemed to be affiliates of the Applicant by virtue of their         
positions.                                                                      

MANAGEMENT AND CONTROL

4.       Directors and Executive Officers                                       

      As of the date hereof, the employees of the Applicant's subsidiaries
who were also serving as executive officers of the Applicant are:               

                                                                [Download Table]

Name                  Title                                                   
----                  -----                                                   

                                                                              
Ricardo A. Verdaguer  President and Chief Executive Officer                   
Hector Alonso         Chief Financial Officer                                 
Guillermo V. Pardo    Vice President, Planning and Secretary                  
Jose R. Torres        Vice President, Administration, Chief Accounting Officer
Marcelo Girotti       Regional Manager, Southern Cone                         
Mariano Torre Gomez   Regional Manager, Brazil                                
Jaime Alberto Pelaez  Regional Manager, Andean                                
Mauricio Ceballos     Regional Manager, North America                         

      The following are the current directors of the Applicant: Enrique M.
Pescarmona, Ricardo A. Verdaguer, Roberto A. Vivo Chaneton, Stephen Munger,     
Alexander F. Rivelis, Sofia E. Pescarmona, Lucas E. Pescarmona, Carlos Zamora,  
and Morris Jones.                                                               

4 

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     The address of each officer and director listed above is c/o IMPSAT
Fiber Networks, Inc., Elvira Rawson de Dellepiane 150, 8th Floor, C1107BCA      
Buenos Aires, Argentina.                                                        

        Pursuant to the Plan, the directors of the Applicant immediately prior
to the Issue Date shall resign effective as of the Issue Date and shall be      
replaced by seven (7) individuals, which number may be increased from time to   
time by unanimous vote of all members of the Board of Directors then in office, 
but in no case shall the number of directors be less than seven (7) or more than
fourteen (14). At such time and thereafter, the Board of Directors of the       
Applicant shall include, for so long as the initial holders of the Series A     
Notes continue to beneficially own at least 7.5% of the New Common Stock on a   
fully diluted basis (but excluding the shares of New Common Stock issuable      
pursuant to the Applicant's stock option plan), two persons designated by the   
holders of the Series A Notes.                                                  

   On the Effective Date, in accordance with the Plan, the executive
officers of the Applicant shall be the following individuals:                   

                                                        [Enlarge/Download Table]

            Name of Officer                                        Title                        
------------------------------------------  ----------------------------------------------------
                                                                                                
Ricardo Verdaguer                           Chief Executive Officer and Director                
Hector Alonso                               Executive Vice President and Chief Financial Officer
Marcelo Girotti                             Executive Vice President, Products & Marketing      
Mariano Torre Gomez                         Executive Vice President, Sales & Services          
Matias Heinrich                             Executive Vice President, Network                   
Alexander Rivelis                           Senior Vice President, Strategic Business Relations 
Guillermo Pardo                             Senior Vice President, Corporate Finance & Treasury 
Jose Torres                                 Senior Vice President, Accounting & Auditing        

5.       Principal Owners of Voting Securities                                  

      The following table sets forth information, as of November 30, 2002,
concerning the ownership of the Applicant's shares of common stock by persons or
groups owning in excess of 10% of the outstanding shares of such common stock   
and by any director or executive officer of the Applicant or its subsidiaries.  

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------    
            NAME OF EQUITY HOLDER               NUMBER OF SHARES AND                  LAST KNOWN ADDRESS            
            ---------------------               --------------------                  ------------------            
                                                  PERCENT OF TOTAL                                                  
                                                  ----------------                                                  
----------------------------------------------------------------------------------------------------------------    
                                                                                                                    
           Nevasa Holdings Ltd.(*)                34,969,621 (38.3%)                   Vanderpool Plaza             
                                                                                         Wickham Cay I              
                                                                                           Road Town                
                                                                                            Tortola                 
                                                                                    British Virgin Islands          
----------------------------------------------------------------------------------------------------------------    
              Nunsgate Limited                    18,285,712 (20.0%)                 Queen Victoria Street          
                                                                                     Queen Victoria House           
                                                                                        Douglas IM 121S             
                                                                                          Isle of Man               
----------------------------------------------------------------------------------------------------------------    
        Princes Gate Investors II LP              10,229,513 (11.2%)                     1585 Broadway              
                                                                                          36th Floor                
                                                                                      New York, NY 10036            
----------------------------------------------------------------------------------------------------------------    
              Alexander Rivelis                       91,079(**)                c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    

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                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------    
            NAME OF EQUITY HOLDER               NUMBER OF SHARES AND                  LAST KNOWN ADDRESS            
            ---------------------               --------------------                  ------------------            
                                                  PERCENT OF TOTAL                                                  
                                                  ----------------                                                  
----------------------------------------------------------------------------------------------------------------    
                                                                                                                    
            Enrique M. Pescarmona                    5,800(*)(**)               c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
            Ricardo A. Verdaguer                      5,800(**)                 c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
                Hector Alonso                         4,100(**)                 c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
              Marcello Girotti                        3,000(**)                 c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
             Mariano Torre Gomez                      2,900(**)                 c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
                Carlos Zamora                         1,500(**)                 c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
             Guillermo V. Pardo                       1,200(**)                 c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
               Jose R. Torres                         1,200(**)                 c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
              Sofia Pescarmona                         700(**)                  c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
               Jaime A. Pelaez                         400(**)                  c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    
              Mauricio Ceballos                        200(**)                  c/o IMPSAT Fiber Networks Inc.      
                                                                          Elvira Rawson de Dellepiane 150, 8th Floor
                                                                                     C1107BCA Buenos Aires          
                                                                                           Argentina                
----------------------------------------------------------------------------------------------------------------    

-----------------------------------                                             
   (*) Nevasa Holdings is owned by Corporacion IMPSA S.A. ("CORIM").
CORIM, an Argentine corporation that holds a 100% equity interest in Nevasa     
Holdings through its wholly owned British Virgin Island subsidiary,             
Telecommunication Worldwide Inc., is controlled by Mr. Enrique Pescarmona.      
(**)  Less than 1%.                                           

6 

T-3 7th Page of 14 TOC 1st Previous Next ↓Bottom Just 7th
       On the Effective Date, 10,000,000 shares of the New Common Stock (and
no share of Preferred Stock) will be issued and outstanding. Based on the       
Applicant's limited knowledge of present holdings of interested applicants in   
its reorganization under Chapter 11 of the Bankruptcy Code to which the Plan    
relates, Morgan Stanley & Co., Incorporated ("Morgan Stanley") will be the only 
person or group that will hold in excess of 10% of the outstanding shares of New
Common Stock. On the Effective Date, Morgan Stanley will hold approximately     
28.8% of the New Common Stock. Listed below is each directors or executive      
officer of the Applicant or its subsidiaries that will owns shares of New Common
Stock following the effective date of the Plan (the "Effective Date"), each of  
whom will receive such shares of New Common Stock pursuant to restricted stock  
grants to be made on the Effective Date under the terms of the Plan:            

                                                                [Download Table]

Officer                                    Number of Shares
-------                                    ----------------
                                                           
Ricardo Verdaguer                                   100,000
Hector Alonso                                        25,000
Marcelo Girotti                                      25,000
Mariano Torre Gomez                                  25,000
Matias Heinrich                                      25,000

        Also under the Plan, certain classes of holders of impaired claims who
have voted to accept the Plan will receive warrants to purchase shares of New   
Common Stock following the Effective Date ("Warrants"). On the effective date,  
3,155,244 Warrants will be issued and outstanding. The Warrants, each of which  
will be exercisable into one share of New Common Stock at an exercise price of  
$15 per share (subject to standard antidilution adjustments), will expire unless
exercised before the tenth anniversary following the Effective Date.            

      The issuance on the Effective Date of the Securities, the New Common
Stock and the Warrants are authorized pursuant to the Confirmation Order without
further act or action under applicable law, and no director or stockholder vote 
is required with respect thereto.                                               

     At the Effective Date, the Applicant will enter into a Registration
Rights Agreement (the "Registration Rights Agreement") under which the Applicant
will agree to use its best efforts to file or cause to be filed a registration  
statement with respect to, among other things, the offer and resale of the      
Securities (and the shares of New Common Stock issuable upon any conversion of  
the Securities) by certain of the holders thereof. In accordance with the       
Registration Rights Agreement, the Applicant will prepare and file with the     
Securities and Exchange Commission (the "Commission") a shelf registration      
statement relating to the offer and sale of the Securities and such shares of   
common stock by such holders thereof. The Applicant will not receive any        
proceeds from such offering.                                                    

UNDERWRITERS

6.       Underwriters                                                           

(a)      Not applicable.                                      

(b)      Not applicable.                                      

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CAPITAL SECURITIES

7.       Capitalization                                                         

 (a) The capital stock and debt securities of the Applicant on a
consolidated basis as of November 30, 2002 were as follows:                     

                                                                [Download Table]

            TITLE OF CLASS         AMOUNT AUTHORIZED  AMOUNTING OUTSTANDING
            --------------         -----------------  ---------------------

                                                                           
Common Stock, par value               300,000,000          91,428,570      
$0.01 per share(1)                                                         

Preferred Stock, par value $0.01       5,000,000                0          
per share(1)                                                               

12-1/8% Senior Guaranteed            $125,000,000         $125,000,000     
Notes due 2003                    (principal amount)   (principal amount)  

13-3/4% Senior Notes due 2005        $300,000,000         $300,000,000     
                                  (principal amount)   (principal amount)  

12-3/8% Senior Notes due 2008        $225,000,000         $225,000,000     
                                  (principal amount)   (principal amount)  

----------------------------------                                              
(1) The Applicant previously adopted a Stockholders Rights Plan under which each
share of common stock of the Applicant is entitled to receive a preferred stock 
purchase right. Pursuant to the Stockholders Rights Plan, rights (each a        
"Right") attach to each share of the Applicant's common stock outstanding and   
entitle the registered holder to purchase from the Applicant a unit (a "Unit")  
consisting of one one-hundredth of a share of the Applicant's Preferred Stock,  
at a purchase price of $100 per Unit (the "Purchase Price"), subject to certain 
adjustments. The Rights will be exercisable only if a person or group acquires  
beneficial ownership of 20% or more of the Applicant's common stock or announces
a tender or exchange offer which would result in such person or group owning 20%
or more of the Applicant, or if the board of directors declares that a 15% or   
more stockholder has become an "adverse person" as defined in that plan.        

  On the Effective Date, or as soon as practicable thereafter, the
Applicant shall file with the Secretary of State of Delaware, in accordance with
the General Corporation Law of the State of Delaware, a Restated Certificate of 
Incorporation. Pursuant to the Plan and the Confirmation Order, on the Effective
Date, the Restated Certificate of Incorporation shall automatically become      
effective, and all other matters provided under the Plan involving the corporate
structure of the Applicant, or corporate action by it, shall be deemed to have  
occurred and shall be in effect from and after the Effective Date pursuant to   
Section 303 of the General Corporation Law of the State of Delaware without any 
requirement of further action by the stockholders or the director of the        
Applicant. Following the Effective Date, in accordance with the Plan, the       
existing common stock, par value $0.01 per share, of the Applicant and the      
Rights will be cancelled and the holders of such common stock and Rights shall  
not receive or retain any property or interest in property on account thereof.  
On the Effective Date, the Applicant's Restated Certificate of Incorporation    
shall initially authorize the Applicant to issue a total of up to 50,000,000    
shares of New Common Stock and up to 5,000,000 shares of Preferred Stock.       

      In connection with the Plan, the Applicant will adopt a stock option
plan (the "Stock Option Plan") that is intended to provide incentives to        
attract, retain and motivate highly competent persons as officers, non-employee 
directors and key employees of the Applicant by providing such persons with     
incentive options to acquire shares of New Common Stock. Under the Stock Option 
Plan, options for 1,646,332 shares of New Common Stock of the Applicant,        
representing approximately 8.0% of New Common Stock on a fully diluted basis as 
of the Effective Date, initially will be granted to senior officers of the      
Applicant.                                                                      

       (b) Each holder of the Applicant's common stock is currently entitled
to one vote for each share of the Applicant's common stock held of record on the
applicable record date on all matters submitted to a vote of stockholders.      

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INDENTURE SECURITIES

8.       Analysis of Indenture Provisions                                       

Each Series of Securities will be issued under the terms of an
Indenture to be entered into among the Applicant, IMPSAT Argentina and The Bank 
of New York, as trustee (the "Trustee"). The following is a general description 
of certain provisions of the Indenture required under Section 305(a)(2) of the  
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the    
description is qualified in its entirety by reference to the copy of the form of
Indenture filed as Exhibit T3C herewith. Capitalized terms used below and not   
defined herein have the meanings ascribed to them in the Indenture.             

(A)      Events of Default; Withholding of Notice of Default.                   

         Each of the following is an event of default ("Event of Default") under
the Indenture for each Series of Securities:                  

      (1)      default in the payment of principal of (or premium, if any,
                on) any Security, including the change of control redemption
                  price, when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise;      

      (2)      default in the payment of interest on any Security when the
                  same becomes due and payable, and such default continues for a
period of 30 days;                          

        (3)      the Applicant or the Guarantor defaults in the performance of
                 or breaches any other covenant or agreement in the Indenture,
                 the Registration Rights Agreement or under the Securities and
       such default or breach continues for a period of 30
               consecutive days after written notice by the Trustee or the
               holders of 25% or more in aggregate principal amount of the
Securities;                                 

(4)      there occurs with respect to any issue or issues of  
       indebtedness of the Applicant, the Guarantor or any
                 Significant Subsidiary having an outstanding principal amount
                 of $5 million or more in the aggregate for all such issues of
                 all such persons, (I) an event of default that has caused the
             holder thereof to declare such indebtedness to be due and
                  payable prior to its stated maturity and such indebtedness has
                 not been discharged in full or such acceleration has not been
             rescinded or annulled within 30 days of such acceleration
              and/or (II) the failure to make a principal payment at the
                 final (but not any interim) fixed maturity and such defaulted
                  payment shall not have been made, waived or extended within 30
                 days of such payment default; provided that any such event of
            default or failure to make a payment, in each case, with
                 respect to any indebtedness existing as of the Effective Date
        in respect of which the holders thereof did not vote
                  affirmatively to accept the Plan, shall not be deemed to be an
Event of Default;                           

         (5)      any final judgment or order (not covered by insurance) for the
                 payment of money in excess of $5 million in the aggregate for
               all such final judgments or orders against all such persons
                 (treating any deductibles, self-insurance or retention as not
            so covered) shall be rendered against the Applicant, the
                 Guarantor or any Significant Subsidiary and shall not be paid
                 or discharged, and either (A) an enforcement proceeding shall
                 have been commenced by a creditor upon such judgment or order
           or (B) there shall be any period of 30 consecutive days
                  following entry of the final judgment or order that causes the

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           aggregate amount for all such final judgments or orders
           outstanding and not paid or discharged against all such
       persons to exceed $5 million during which a stay of
               enforcement of such final judgment or order, by reason of a
                 pending appeal or otherwise, shall not be in effect; provided
             that the occurrence of any such actions that relate to or
              arise out of any indebtedness existing as of the Effective
             Date in respect of which the holders thereof did not vote
                 affirmatively to accept the Plan shall not be deemed to be an
Event of Default;                           

         (6)      a court having jurisdiction in the premises enters a decree or
         order for (A) relief in respect of the Applicant, the
                  Guarantor or any Significant Subsidiary in an involuntary case
                under any applicable bankruptcy, insolvency or other similar
                  law now or hereafter in effect, (B) appointment of a receiver,
             liquidator, assignee, custodian, trustee, sequestrator or
           similar official of the Applicant, the Guarantor or any
                 Significant Subsidiary or for all or substantially all of the
              property and assets of the Applicant, the Guarantor or any
                  Significant Subsidiary or (C) the winding up or liquidation of
                  the affairs of the Applicant, the Guarantor or any Significant
            Subsidiary and, in each case, such decree or order shall
                remain unstayed and in effect for a period of 30 consecutive
                days; provided that the issuance of any such decree or order
               with respect to the Guarantor or any Significant Subsidiary
                  (the entry of which was not consented to by the Applicant, the
                  Guarantor or any Significant Subsidiary) at the request of the
                 holder of any Indebtedness existing as of the Closing Date in
              respect of which such holder did not vote affirmatively to
                  accept the Plan shall not be deemed to be an Event of Default;

         (7)      the Applicant, the Guarantor or any Significant Subsidiary (A)
               commences a voluntary case under any applicable bankruptcy,
                  insolvency or other similar law now or hereafter in effect, or
                  consents to the entry of an order for relief in an involuntary
                  case under any such law, (B) consents to the appointment of or
          taking possession by a receiver, liquidator, assignee,
               custodian, trustee, sequestrator or similar official of the
                 Applicant, the Guarantor or any Significant Subsidiary or for
              all or substantially all of the property and assets of the
                 Applicant, the Guarantor or any Significant Subsidiary or (C)
                effects any general assignment for the benefit of creditors;
                  provided that the occurrence of any such event with respect to
                 the Guarantor, in each case between the Closing Date and ____
               __, 2004, shall not be deemed to be an Event of Default; or

(8)      the Security Guarantee (or any other guarantee of the
                Securities by a Restricted Subsidiary) shall cease to be, or
                shall be asserted in writing by the Applicant, the Guarantor
              or such Restricted Subsidiary not to be, in full force and
       effect or enforceable in accordance with its terms.

                If a default occurs thereunder with respect to Securities of
    any series, the Trustee shall, within 45 days, give the holders of
       Securities of such series notice of such default as and to the extent
     provided by the Trust Indenture Act; provided, however, that in the
      case of any default of the character specified in section (1) or (2)
     above with respect to a Series of Securities, the may withhold such
notice if and so long as the board of directors, the executive
         committee or a trust committee of directors and/or Responsible Officers
     of the Trustee in good faith determine that the withholding of such
notice is in the interest of the holders.                     

(B)      Authentication and Delivery of Securities; Application of Proceeds.    

                Pursuant to the Indentures, the Securities shall be executed
     on behalf of the Applicant by two officers of the Applicant, one of
whom must be the Applicant's Chairman of the Board, Vice      

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      Chairman of the Board, President, Vice President, or Chief Financial
      Officer, and the other of whom must be the Applicant's Treasurer (or
        any Assistant Treasurer) or Secretary (or any Assistant Secretar).. No
      Security shall be valid until the Trustee or an authenticating agent
        manually signs the certificate of authentication on such Security. The
      signature shall provide conclusive evidence that the Securities have
been authenticated under the related Indenture.               

               Because the Securities are being issued in exchange for the
       other existing securities held by members of certain impaired classes
         under the Plan, there will be no cash proceeds from the issuance of the
Securities.                                                   

(C)      Release of Collateral.                                                 

The Securities are not secured by any assets of the Applicant.

(D)      Satisfaction and Discharge.                                            

        The Indentures provide that the Applicant shall be discharged from its
obligations under the Securities (with certain exceptions) at any time prior to 
the stated maturity or redemption thereof when (i) the Applicant has deposited  
with the Trustee, in trust, sufficient funds to pay principal of (and premium,  
if any) and interest, if any, to stated maturity (or to redemption date) on, the
Securities, (ii) the Applicant has paid all other sums payable with respect to  
the Securities, and (iii) certain other conditions are met. Upon discharge, the 
holders of the applicable Series of Securities shall no longer be entitled to   
the benefits of the related Indenture, and shall look only to such deposited    
funds. Notwithstanding the satisfaction and discharge of an Indenture, the      
obligations of the Applicant to the Trustee and to any authenticating agent     
under certain provisions of the Indentures and, if such deposited funds shall   
have been deposited with the Trustee, the obligations of the Trustee under      
certain provisions of the Indenture shall survive.                              

(E)      Evidence to be Furnished to the Trustee of Compliance with Conditions  
and Covenants.                                                

      The Applicant shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating whether or not the    
signers know of any Event of Default that occurred during such fiscal year. Such
certificates shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Applicant    
that a review has been conducted of the activities of the Applicant and the     
Applicant's performance under the Indenture and that, to the best knowledge of  
such officer, the Applicant has complied with all conditions and covenants under
the Indenture (or, if any such officer knows of such an Event of Default, the   
certificate shall describe any the nature and status thereof). In addition, the 
Applicant shall file such annual and periodic reports and certificates with the 
Trustee and/or with the Commission and/or the holders of the Securities as are  
required by Section 314(a) of the Trust Indenture Act.                          

9.       Other Obligors                                                         

  The Applicant's payment obligations under the Securities will be
irrevocably and unconditionally guaranteed by the Guarantor (IMPSAT S.A). The   
mailing address for the Guarantor is: IMPSAT S.A., Alferez Pareja 256, 1107     
Buenos Aires, Argentina.                                                        

Contents of Application for Qualification.  This application for  
qualification comprises:                                                        

(a)      Pages numbered 1 to 14 consecutively.                

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       (b)      The statements of eligibility and qualification on Forms T-1
of The Bank of New York, as Trustee under the Indenture relating to the Series A
Notes and the Indenture relating to the Series B Notes.(1)                      

       (c)      The following exhibits in addition to those filed as part of
the statement of eligibility and qualification of such Trustee:                 

 Exhibit T3A - Certificate of Incorporation of the Applicant.(2)

Exhibit T3B - Bylaws of the Applicant.(3)                     

Exhibit T3C - The form of the Indentures to be dated as of the
Effective Date.(1)                                                              

Exhibit T3D - Not applicable.                                 

Exhibit T3E -                                                 

(1)      The Plan.(4)                       

(2)      The Disclosure Statement.(5)       

 Exhibit T3F - Cross reference sheet showing the location in the
Indenture of the provisions inserted therein pursuant to Sections 310 through   
318(a), inclusive, of the Trust Indenture Act. (6)                              

---------------------------------                                               

(1)      Filed herewith.                                      

(2)      Filed on January 14, 2000 as Exhibit No. 3.1 to the  
Applicant's Registration Statement on Form S-1 (No. 333-88389) and incorporated 
herein by reference.                                                            

(3)      Filed on January 14, 2000 as Exhibit No. 3.2 to the  
Applicant's Registration Statement on Form S-1 (No. 333-88389) and incorporated 
herein by reference.                                                            

(4)      Filed on December 19, 2002 as Exhibit No. 99.2 to the
Applicant's Current Report on Form 8-K, and incorporated herein by reference.   

(5)      Filed on December 19, 2002 as Exhibit No. 99.3 to the
Applicant's Current Report on Form 8-K, and incorporated herein by reference.   

(6)      Included as part of Exhibit T3C.                     

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 SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, 
IMPSAT Fiber Networks, Inc., a corporation organized and existing under the laws
of the State of Delaware, has duly caused this application to be signed on its  
behalf by the undersigned, thereunto duly authorized, and its seal to be        
hereunto affixed and attested, all in the City of Buenos Aires, Argentina, on   
the 31st day of December, 2002.                                                 

                             IMPSAT FIBER NETWORKS, INC.

(SEAL)                                                                          
                        By:  /s/ Hector Alonso
                                             -----------------------------------
                               Name: Hector Alonso
                                          Title: Chief Financial Officer

Attest:                                                                         

By:  /s/ Guillermo V. Pardo                                                     
--------------------------------                                        
Name: Guillermo V. Pardo                                                        
Title: Senior Vice President and Secretary                                      

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 EXHIBIT INDEX

Exhibit T3A       Certificate of Incorporation of Applicant (filed on January   
               14, 2000 as Exhibit No. 3.1 to the Applicant's Registration
                 Statement on Form S-1 (No. 333-88389) and incorporated herein
by reference)                               

Exhibit T3B       Bylaws of Applicant (filed on January 14, 2000 as Exhibit No. 
                  3.2 to the Applicant's Registration Statement on Form S-1 (No.
    333-88389) and incorporated herein by reference)

Exhibit T3C       The form of the Indentures to be dated as of the Effective    
Date (filed herewith)                       

Exhibit T3D       Not Applicable                                                

Exhibit T3E1      Disclosure Statement Under Chapter 11 of the Bankruptcy Code  
          (filed on December 19, 2002 as Exhibit No. 99.2 to the
            Applicant's Current Report on Form 8-K, and incorporated
herein by reference)                        

Exhibit T3E2      Plan of Reorganization of Debtors Under Chapter 11 of the     
              Bankruptcy Code (filed on December 19, 2002 as Exhibit No.
           99.3 to the Applicant's Current Report on Form 8-K, and
incorporated herein by reference)           

Exhibit T3F       Cross reference sheet showing the location in the Indenture of
            the provisions inserted therein pursuant to Sections 310
         through 318(a), inclusive, of the Trust Indenture Act
(included as part of Exhibit T3C)           

Exhibit 25.1      Statement of eligibility and qualification of the Trustee on  
           Form T1 relating to the Series A Notes (filed herewith)

Exhibit 25.2      Statement of eligibility and qualification of the Trustee on  
           Form T1 relating to the Series B Notes (filed herewith)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘T-3’ Filing	Date	First	Last	Other Filings

Filed on:	12/31/02			10-K, NT 10-K
	12/19/02	12	14	8-K
	12/16/02	2		8-K
	11/30/02	5	8
	10/23/02	2
	1/14/00	12	14	S-1/A
				List all Filings

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Filing Submission 0000950133-02-004234 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Impsat Fiber Networks Inc – ‘T-3’ on 12/31/02

On: Tuesday, 12/31/02, at 1:37pm ET · Accession #: 950133-2-4234 · File #: 22-28655

Application for Qualification of a Trust Indenture — Form T-3Filing Table of Contents

T-3 — Application for Qualification of a Trust IndentureDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Application for Qualification of a Trust Indenture — Form T-3
Filing Table of Contents

T-3 — Application for Qualification of a Trust Indenture
Document Table of Contents