Form of Exercise Form



Exhibit 4.2 
 
Form of Exercise Form 
 

	
	 From:
	  	 The Bank of New York (the “Subscription Agent”)

	
	 To:
	  	 Registered holders of Common Stock of Banco Latinoamericano de Exportaciones,
S.A.

	
	 Re:
	  	 RIGHTS OFFERING


 
Banco
Latinoamericano de Exportaciones, S.A. (the “Company”) is offering              shares of its common stock (the “Shares”) in the aggregate to its existing shareholders
as of                 , 2003 (the “Record Date”) pursuant to a rights offering (the “Rights Offering”). Each Record Date Shareholder has received
         rights (the “Rights”) for every share of common stock held on the Record Date to subscribe for newly issued Shares. Each Right will entitle the holder to purchase one Share of common stock
of the class presently held at the Subscription Price, payable in U.S. dollars. The Subscription Price per Share will be the lowest of the three averages of the last reported sales price of a Class E share of the Company on the NYSE for three
periods consisting of 90, 30 and 10 trading days, respectively, each ending on the Expiration Date. The amount of the payment for any Shares for which you subscribe will be based on an Estimated Subscription Price of
$             per Share. In accordance with the Over-Subscription Privilege, as a Record Date Shareholder, you are also entitled to subscribe for additional Shares if Shares remaining after
exercise of Rights pursuant to the Primary Subscription are available and you have fully exercised all Rights issued to you. If sufficient Shares are available after completion of the Primary Subscription, all over-subscriptions will be honored in
full. If sufficient Shares are not available after completion of the Primary Subscription to honor all over-subscriptions, the available Shares will be allocated among those who over-subscribe based on the number of Rights originally issued to them
by the Company, so that the number of Shares issued to shareholders who subscribe pursuant to the Over-Subscription Privilege will generally be in proportion to the number of Shares owned by them on the Record Date. The Rights Offering will expire
on                 , 2003 at 5:00 p.m. (New York City time) (the “Expiration Date”), unless extended by the Company. 
 
Record Date Shareholders who wish to participate in the Rights
Offering must submit a written subscription for Shares by completing this exercise form (this “Subscription Certificate”) and delivering the Subscription Certificate to the Subscription Agent prior to the Expiration Date. 
 
The following documents are enclosed: 
 

	 	1.	 	a Prospectus for the Rights Offering; 


	 	2.	 	the Annual Report on Form 20-F of the Company for the fiscal year 2002; 


	 	3.	 	a Subscription Certificate evidencing your Rights; 


	 	4.	 	instructions regarding the Subscription Certificate; 


	 	5.	 	Notice of Guaranteed Delivery for Subscription Certificate(s); 


	 	6.	 	return envelope addressed to The Bank of New York, the Subscription Agent for this offering; and 


	 	7.	 	W-9 Guidelines. 

 
THE SUBSCRIPTION CERTIFICATE IS BINDING UPON SUBMISSION. IF YOU DO NOT SUBMIT THIS FORM BY THE EXPIRATION DATE YOU WILL NOT BE ABLE TO EXERCISE YOUR
RIGHTS. 
 
You should read the Prospectus
dated                 , 2003 enclosed herewith for a complete description of the Rights Offering. Terms not defined herein shall have the meanings given to them in the
Prospectus. 
 
For additional information regarding
the Rights Offering, contact MacKenzie Partners, Inc., the Information Agent for the Rights Offering, at (212) 929-5500. 
 
FOLD HERE 

 

	 SUBSCRIPTION CERTIFICATE NUMBER:
	 	 NUMBER OF RIGHTS:


 
SUBSCRIPTION CERTIFICATE 
BANCO LATINOAMERICANO DE EXPORTACIONES, S.A. 
SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK 
 
This Subscription Certificate represents the number of Rights set forth in the upper right hand corner of this Form. The holder is
entitled to acquire one (1) Share of the common stock of Banco Latinoamericano de Exportaciones, S.A. (the “Company”) for each one (1) Right held. 







To subscribe for Shares common stock, the holder must present to the Subscription Agent,
prior to 5:00 p.m., New York City time, on the Expiration Date (unless the Offer is extended as described in the Prospectus) either (i) a notice of guaranteed delivery attached hereto, guaranteeing delivery of (a) payment for the subscription Shares
(under both Primary Subscription and the Over-Subscription Privilege) and (b) a properly completed and executed copy of this Subscription Certificate; or (ii) a properly completed and executed copy of this Subscription Certificate, together with a
wire transfer (in same day funds), a money order or a certified check drawn on a bank located in the United States of America and payable to The Bank of New York for an amount equal to the number of Shares subscribed for multiplied by the Estimated
Subscription Price. Subscribers will be subsequently notified as to the number of Shares subscribed (under both Primary Subscription and the Over-Subscription Privilege) and the total amount owed based on the Subscription Price. See page
     of the Prospectus. Payment required from a holder must be received by the Subscription Agent on the Expiration Date, or if the holder has elected to make payment by means of a notice of guaranteed delivery, payment will be
due three (3) business days after the Expiration Date. A holder will have no right to rescind a purchase after the Subscription Agent has received payment either by means of a notice of guaranteed delivery or direct payment by wire transfer,
certified check or money order. 
 
If a holder who
acquires Shares pursuant to the Primary Subscription or the Over-Subscription Privilege does not make payment of any amounts due, the Company reserves the right to (i) find other purchasers for the subscribed-for and unpaid-for Shares; (ii) apply
any payment actually received by it toward the purchase of the greatest whole number of Shares which could be acquired by such holder upon exercise of the Primary Subscription and/or Over-Subscription Privilege; (iii) sell all or a portion of the
Shares purchased by the holder, in the open market, and apply the proceeds to the amounts owed; and/or (iv) exercise any and all other rights and/or remedies to which it may be entitled, including, without limitation, the right to setoff against
payments actually received by it with respect to such subscribed Shares end to enforce the relevant guaranty of payment. 
 

	 REGISTERED OWNER
	  	 BANCO LATINOAMERICANO DE EXPORTACIONES, S.A.

	
	 	  	 THE BANK OF NEW YORK as Subscription Agent

	
	 	  	 By Mail:
 The Bank of New York
 Reorganization Services
 P.O. Box 11248
 Church Street Station
 New York, NY 10286-1248
	  	 By Overnight Courier or By Hand:
 The Bank of New York
 Reorganization Services
 101 Barclay Street
 Receive and
Deliver Window, Street Level
 New York, NY 10286

	
	 	  	 THIS CERTIFICATE MAY NOT BE TRANSFERRED


 
THESE
SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE. 







THE REGISTERED OWNER OF THIS SUBSCRIPTION CERTIFICATE IS ENTITLED TO THE NUMBER OF RIGHTS
SHOWN IN THE UPPER RIGHT HAND CORNER OF THE OTHER SIDE OF THIS FORM AND TO SUBSCRIBE FOR ADDITIONAL SHARES OF COMMON STOCK OF BANCO LATINOAMERICANO DE EXPORTACIONES, S.A. UPON THE TERMS AND CONDITIONS SPECIFIED IN THE PROSPECTUS RELATING THERETO,
WHICH ARE INCORPORATED HEREIN BY REFERENCE, AND IS ALSO AFFORDED THE OVER-SUBSCRIPTION PRIVILEGE DESCRIBED IN THE PROSPECTUS. 
 
PLEASE FILL IN ALL APPLICABLE INFORMATION: 
 

	
	 	 	  	

	 1.      A) Number of Shares Subscribed for under the
            Primary Subscription (not to exceed the             ratio of one (1) Share for every one (1)
            Right held):
	 	
	 	 	  	 I hereby irrevocably subscribe for the number of Shares indicated herein upon the terms and conditions specified in the
Prospectus relating thereto. Receipt of the Prospectus is hereby acknowledged.

	
	          B) Number of Shares subscribed
for under the             Over-Subscription Privilege:
	 	
	 	 	  	 Signature of
Subscriber(s):                                     
                     
  
                                      
                                        
                                

	
	          C) Total of (A) and (B)
above
	 	
	 	 	  	 (Joint owners should each sign. If signing as an executor, administrator, attorney, trustee, or guardian, give title
as such. If a corporation, sign in the full corporate name by an authorized officer. If a partnership, sign in the name of authorized person.)

	 	 	 	 	 	  	 
	
	 	 	  	

	 	 	 	 	 	  	 
	
	 	 	  	

	 2.      Method of Payment: Check (A), (B) or
(C):
	 	 	 	 	  	 TO BE EXECUTED ONLY BY
NON-UNITED STATES RESIDENTS:

	
	          A) Notice of Guaranteed Delivery
of payment
	 	
	 	 	  	 I hereby certify that the foregoing purchase of common stock has been effected in accordance with the applicable laws
of the jurisdiction in which I reside.

	 Or
	 	 	 	 	  	 
	
	          B) Multiply number of Shares on
Line 1(C)             by __* (and enclose money order or             certified check in this amount payable to
            “The Bank of New York”)
	 	
	 	 	  	 Dated:                                    
                                        
                    
  
                                      
                                        
                                
  
                                      
                                        
                                

	
	 or
	 	 	 	 	  	 
	
	          C) Wire Transfer (contact the
Subscription
            Agent for wire instructions)
	 	
	 	 	  	 
	
	
	 	 	  	


 


	·	 	NOTE: $__ per share is an estimated price only. The Subscription Price will be determined on the Expiration Date, and could be higher or lower depending on the
changes in the price of the shares of Class E Common Stock. 









	

	 Substitute Form W-9

	

	 PART 1 — PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) IN THE BOX AT THE RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW.
	 	 	 	
 Social Security No.
OR                                
 Taxpayer ID No.

	

	 CERTIFICATION — UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE NUMBER SHOWN ON THIS FORM IS MY
CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM WAITING FOR A NUMBER TO BE ISSUED TO ME); (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE
(IRS) THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR(C) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING, AND (3) I AM A U.S. PERSON (INCLUDING A U.S. RESIDENT
ALIEN). (YOU MUST CROSS OUT ITEM, (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER REPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN)
	 	  
 Part 2 –  ̈
 TIN applied for (or

intended to apply for in near future)
 CHECK BOX IF
 APPLICABLE
  
 Part 3 –  ̈

EXEMPT PAYEE
 Attach Certificate
of
 Foreign Status
  

  
 Department
of the
 Treasury, Internal
 Revenue Service
  
 Payer’s Request for
 Taxpayer Identification
 Number
(TIN)

	 Signature                                    
                                        
            
  
 Name                                    
                                        
                  
  
 Address                                    
                                        
              
  
 Date