THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON AUGUST
18, 1997, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE TRANSFER OF SUCH SECURITY IS SUBJECT TO THE CONDITIONS SPECIFIED
IN THE LOAN AGREEMENT DATED AS OF AUGUST 18, 1997, AS IN EFFECT FROM TIME TO
TIME, BETWEEN THE ISSUER HEREOF ("BORROWER") AND CERTAIN LENDERS, AND
BORROWER RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL
SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON
WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY BORROWER TO
THE HOLDER HEREOF WITHOUT CHARGE.
THIS TRANCHE A EXCHANGEABLE SENIOR SECURED NOTE HAS BEEN ISSUED WITH ORIGINAL
ISSUE DISCOUNT AND, AS REQUIRED BY TREASURY REGULATION SECTION 1.1275-3(B)(1),
INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
THE ISSUE DATE AND THE YIELD TO MATURITY MAY BE OBTAINED FROM
BORROWER.
PAKISTAN WIRELESS HOLDINGS LIMITED
TRANCHE A EXCHANGEABLE SENIOR SECURED NOTE
August 18, 1997 $___________
Pakistan Wireless Holdings Limited, a Mauritius corporation
("BORROWER"), for value received, hereby promises to pay to the order of
[PAYEE] the principal amount of [________________________________________]
(US$___________) on August 17, 2002,* together with interest thereon
calculated from the date hereof in accordance with the provisions of the Loan
Agreement referred to below.
This Note was issued pursuant to the Loan Agreement, dated as of
August 18, 1997 (as in effect from time to time, the "LOAN AGREEMENT"), among
Borrower and the Lenders who from time to time are parties thereto and is one of
the "Tranche A Notes" referred to in the Loan Agreement. The Loan Agreement
contains terms governing the rights of the holder of this Note, and all
provisions of the Loan Agreement are hereby incorporated in this Note in full by
----------------------
* [The Maturity Date]
this reference. Except as otherwise defined in this Note, each capitalized
term used in this Note has the meaning set forth in the Loan Agreement.
Subject to the transfer conditions referred to in the legend
endorsed on this Note, this Note and all rights hereunder are transferable,
in whole or in part, without charge to the holder, upon surrender of this
Note, properly endorsed for transfer, at the office of Borrower specified for
delivery of notices pursuant to the Loan Agreement.
This Note is exchangeable, upon the surrender of this Note by the
holder at the office of Borrower specified for delivery of notices pursuant
to the Loan Agreement, for one or more new Notes of like tenor representing
in the aggregate the rights under this Note, and each of such new Notes will
represent such portion of such rights as is designated by the holder at the
time of such surrender.
Upon receipt of evidence reasonably satisfactory to Borrower (it
being agreed that an affidavit of the holder will be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing this Note, and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to Borrower (it being
agreed that such holder's its own unsecured agreement will be satisfactory),
or, in the case of any such mutilation upon surrender of such certificate,
Borrower will (at its expense) execute and deliver in lieu of such
certificate a new certificate of like kind representing the same rights
represented by such lost, stolen, destroyed or mutilated certificate and
dated the date of such lost, stolen, destroyed or mutilated certificate.
It is the intention of Borrower and the holder of this Note to
conform strictly to all applicable usury laws now or hereafter in force, and
any interest payable under this Note will be subject to reduction to the
amount not in excess of the maximum legal amount allowed under the applicable
usury laws as now or hereafter construed by the courts having jurisdiction
over such matters. If such interest does exceed the maximum legal rate, it
will be deemed a mistake.
Borrower and the Initial Lenders participated jointly in the
negotiation and drafting of this Note. In the event an ambiguity or question
of intent or interpretation arises, this Note will be construed as if drafted
jointly by Borrower and the holder hereof, and no presumption or burden of
proof will arise favoring or disfavoring any Person by virtue of the
authorship of any of the provisions of this Note.
The holder of this Note named as the payee hereof is the owner of
this obligation with respect to principal and interest. Furthermore,
transfer of this obligation can be effected by such named person only by
surrender of this obligation to Borrower and by either reissuance by Borrower
of this Note to a new holder or by the issuance of a new obligation to the
new holder. It is intended that interest paid on the obligation qualify for
the exemption from U.S. withholding tax as a portfolio debt instrument under
Section 871(h) or 881(c) of the Internal Revenue Code.
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IN WITNESS WHEREOF, Borrower has executed and delivered this Note on
the date specified above.
PAKISTAN WIRELESS
HOLDINGS LIMITED
By
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Its
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3
PAYMENT DATE PRINCIPAL PAID INTEREST PAID PRINCIPAL BALANCE
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