Exhibit 4
SECOND AMENDING AGREEMENT
THIS SECOND AMENDING AGREEMENT (the "Agreement") made as of the 28th day of
November, 2001 is entered into by and among Telesystem International Wireless
Inc. (the "Company"), The Bank of Nova Scotia Trust Company of New York, as
Trustee under the below-mentioned indentures (the "Trustee"), U.F. Investments
(Barbados) Ltd., as holder of all outstanding Series A Debentures (as defined
below), and ▇.▇. ▇▇▇▇▇▇ Partners (BHCA), L.P., Asia Opportunity Fund, L.P., CAIP
Co-Investment Fund Parallel Fund (I) C.V., CAIP Co-Investment Parallel Fund (II)
C.V. and ▇.▇. ▇▇▇▇▇▇ Asia Investment Partners, L.P., as holders of all
outstanding Series B Debentures (as defined below), in connection with the
amendment of (i) that certain Indenture (the "Original Series A Indenture")
entered into between the Company and the Trustee on March 8, 2000 providing for
the issuance of 7.75% Convertible Debentures, Series A (the "Series A
Debentures"), as such Indenture has been amended by (a) an Amending Agreement
dated as of the 12th day of May, 2000 between the Company, the Trustee, U.F.
Investments (Barbados) Ltd. and CCP Overseas Equity Partners I, LLP (the "First
Amending Agreement"), (b) an instrument in writing in the form of a waiver
letter dated May 31, 2001, executed by the Company and U.F. Investments
(Barbados) Ltd. and (c) an instrument in writing in the form of a waiver letter
dated August 28, 2001, executed by the Company and U.F. Investments (Barbados)
Ltd. (the instruments in writing referred to in (b) and (c) above collectively,
the "Series A Amendments", together with the Original Series A Indenture and the
First Amending Agreement, the "Series A Indenture"), (ii) that certain Indenture
(the "Original Series B Indenture") entered into between the Company and the
Trustee on March 8, 2000 providing for the issuance of 7.75% Convertible
Debentures, Series B (the "Series B Debentures"), as such Indenture has been
amended by (a) the First Amending Agreement, (b) an instrument in writing in the
form of a waiver letter dated May 31, 2001, executed by the Company and ▇.▇
▇▇▇▇▇▇ Partners (BHCA), L.P. (on behalf of itself and the other holders of
Series B Debentures) and (c) an instrument in writing in the form of a waiver
letter dated August 28, 2001, executed by the Company and ▇.▇ ▇▇▇▇▇▇ Partners
(BHCA), L.P. (on behalf of itself and the other holders of the Series B
Debentures) (the instruments in writing referred to in (b) and (c) above
collectively, the "Series B Amendments", together with the Original Series B
Indenture and the First Amending Agreement, the "Series B Indenture").
WHEREAS, the Company has issued, pursuant to the Series A Indenture,
US$150,000,000 principal amount Series A Debentures;
WHEREAS, the Company has issued, pursuant to the Series B Indenture,
US$150,000,000 principal amount Series B Debentures;
WHEREAS, the Company proposes to amend the terms of the Series A Indenture and
the Series A Debentures and to exchange the Series A Debentures to reflect the
amended terms and conditions stipulated in this Agreement, as well as the
amended terms and conditions of the Series A Amendments;
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WHEREAS, the Company proposes to amend the terms of the Series B Indenture and
the Series B Debentures and to exchange the Series B Debentures to reflect the
amended terms and conditions stipulated in this Agreement, as well as the
amended terms and conditions of the Series B Amendments;
WHEREAS, the Holder (as defined in the Series A Indenture) of all outstanding
Series A Debentures agrees to such amendments and the exchange of the Series A
Debentures and by its execution of this Agreement wishes to confirm it has
provided the Trustee and the Company with an instrument in writing signed by
such Holder expressing its agreement to modify the Series A Indenture, to
reflect the amended terms and conditions of the Series A Indenture effected
pursuant to the Series A Amendments and to proceed to the exchange of the Series
A Debentures, in each case in accordance with the provisions of Section 11.11
and Section 11.15 of the Series A Indenture;
WHEREAS, the Holders (as defined in the Series B Indenture) of all outstanding
Series B Debentures agree to such amendments and the exchange of the Series B
Debentures and by their execution of this Agreement confirm they have provided
the Trustee and the Company with an instrument in writing signed by such Holders
expressing their agreement to modify the Series B Indenture, to reflect the
amended terms and conditions of the Series B Indenture effected pursuant to the
Series B Amendments and to proceed to the exchange of the Series B Debentures,
in each case in accordance with the provisions of Section 11.11 and Section
11.15 of the Series B Indenture.
NOW THEREFORE, IN CONSIDERATION of the premises and mutual covenants contained
herein and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties hereby agree as follows:
1. INTERPRETATION
1.1 This Agreement is declared to be supplemental to the
Series A Indenture and is to form part thereof in
accordance with Section 12.4 of the Series A Indenture.
1.2 This Agreement is declared to be supplemental to the
Series B Indenture and is to form part thereof in
accordance with Section 12.4 of the Series B Indenture.
1.3 Unless otherwise defined or unless there is something in
the subject matter or the context inconsistent
therewith, all capitalized words and expressions used
herein or in any deed, document or agreement
supplemental or ancillary hereto shall have the meanings
ascribed to them in the Series A Indenture or the Series
B Indenture, as the case may be.
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2. AMENDMENT OF SERIES A INDENTURE.
The Series A Indenture is hereby amended as follows:
2.1 The definition of "Conversion Date" in Section 1.1(1) is
deleted and replaced by the following definition:
"CONVERSION DATE" means the second Business Day
following the date on which a duly completed Conversion
Notice, together with the Debenture to be converted, is
delivered by a Holder to the Trustee pursuant to Article
4 hereof or, as the case may be, means the Units Issuer
Bid Closing Date."
2.2 The definition of "Exercised Amount" in Section 1.1(1)
is amended by replacing the reference to Section
"4.3(1)" with "4.4(1)".
2.3 The definition of "New Series A Debentures" in Section
1.1(1) is deleted and replaced by the following
definition:
""NEW SERIES A DEBENTURES" means the new 7.75%
Convertible Debentures, Series A due 2010, in the form
of Schedule "A" hereto, to be issued hereunder pursuant
to the Exchange Offer by the Company in exchange for its
outstanding 7.75% Convertible Debentures, Series A due
2010 issued on March 10, 2000 and pursuant to the
Interest in Kind Right."
2.4 The definition of "Recognized Exchange" in Section
1.1(1) is deleted and replaced by the following
definition:
""RECOGNIZED EXCHANGE" means any of The Toronto Stock
Exchange, New York Stock Exchange, American Stock
Exchange or NASDAQ."
2.5 The definition of "Registered Amount" in Section 1.1(1)
is amended by replacing the reference therein to Section
"2.7(3)" with "4.4(1)".
2.6 The definition of "Significant Subsidiaries" in Section
1.1(1) is deleted and replaced by the following
definition:
"SIGNIFICANT SUBSIDIARIES" means Subsidiaries or
Associates each of which, together with its Subsidiaries
and Associates (i) for the most recent fiscal year of
the Company, accounted for 10% or more of the
consolidated revenues of the Company or (ii) as of the
end of such fiscal year, was the owner of 10% or more of
the consolidated assets of the Company, all as set forth
on the most recently available consolidated financial
statements of the Company for such fiscal year;
provided, however, that each of Dolphin Telecom PLC and
its Subsidiaries shall not be deemed a Significant
Subsidiary so long as such entity (1) is not a
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Restricted Subsidiary as such term is defined under the
Indenture, the Indenture providing for the issue of the
Concurrent Purchase Debentures (the "JPM INDENTURE") or
the High Yield Indentures, respectively, (2) is not a
Significant Subsidiary as such term is defined under the
JPM Indenture, (3) is not a significant Group Member as
such term is defined under the High Yield Indentures or
(4) does not cause or permit to exist a default or an
event of default under the provisions of any
documentation governing the terms of any other
Indebtedness of the Company or any Restricted
Subsidiary, which provisions are analogous to Sections
8.1(d), 8.1(e) and 8.1(f) of the Indenture."
2.7 Section 1.1(1) is amended by adding the following
definitions:
"""CAPITALIZED INTEREST" means the interest accrued
during the Interest Capitalization Period, but excludes
the interest on Capitalized Interest."
"CONDITIONAL CONVERSION RATE" means, 495.77448, as
adjusted from time to time pursuant to Article 5."
""ESD INDENTURE" means the indenture dated as of
February 15, 1999 between the Issuer and Montreal Trust
Company of Canada providing for the issue of the Equity
Subordinated Debentures, as amended from time to time."
""ESD ISSUER BID" means the issuer bid launched by the
Company to repurchase its outstanding Equity
Subordinated Debentures."
""ESD CONSENT SOLICITATION" means the consent
solicitation launched concurrently with the ESD Issuer
Bid to amend the terms of the ESD Indenture."
""ESD INDENTURE AMENDMENT" means the execution of an
amended ESD Indenture pursuant to the ESD Consent
Solicitation whereby holders of 66 2/3% or more of the
Equity Subordinated Debentures shall have consented to
the amendments proposed to the ESD Indenture, provided
that such date shall not be later than the 10th calendar
day following the ESD Issuer Bid Expiry Date."
""ESD ISSUER BID EXPIRY DATE" means the date that is 35
calendar days following the ESD Issuer Bid Launch Date
or, if the ESD Issuer Bid has been extended for one
further period of 10 calendar days in accordance with
its terms, the date that is 45 calendar days following
the ESD Issuer Bid Launch Date."
""ESD ISSUER BID LAUNCH DATE" means the date on which
the Issuer shall mail the offer to purchase and offering
circular pertaining to the ESD Issuer Bid to registered
holders of the Equity Subordinate Debentures, which date
shall not be later than November 30, 2001."
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""EXCHANGE NOTE INDENTURE" means the indenture dated as
of September 18, 2001 between the Company, as Issuer,
and The Bank of Nova Scotia Trust Company of New York,
as Trustee, but not including any amendments,
modifications, supplements, renewals, extensions or
restatements thereof."
""EXCHANGE NOTES" means the 14% Senior Guaranteed Notes
due December 30, 2003 issued by the Company pursuant to
the Exchange Note Indenture, but not including any
amendments, modifications, supplements, renewals,
extensions or restatements thereof."
""INTEREST CAPITALIZATION PERIOD" means the period
extending from and including March 9, 2001 up to and
including September 8, 2001."
"MASTER AND PURCHASE AGREEMENT" means the agreement
between the Company, the Holders, Capital Communications
CDPQ Inc. and Telesystem Ltd, dated as of November -,
2001, providing for the issue and sale of up to
$90,000,000 in special warrants and up to $15,000,000 in
Subordinate Voting Shares pursuant to the exercise of a
purchase warrant and whereby the Issuer and the Holders
have agreed to enter into this Agreement, among other
things, in the context of a recapitalization plan of the
Company.
""MULTIPLE VOTING SHARES" means the multiple voting
shares in the capital of the Company."
""NASDAQ" means the Nasdaq National Market or the Nasdaq
Small Cap Market."
""UNITS" means the units each of which is comprised of
one Class A subordinate voting share of ClearWave N.V.
and an option to purchase 0.2 of a Subordinate Voting
Share by surrending the Unit to the Company, which Units
were offered by the Company pursuant to a prospectus
dated January 15, 2001."
""UNITS ISSUER BID" means the exchange issuer bid to be
launched by the Company on or before December 14, 2001
to exchange its outstanding Units for Subordinate Voting
Shares on the basis of 5.46 Subordinate Voting Shares
per Unit."
""UNITS ISSUER BID CLOSING DATE" means the date on which
the Units tendered under the Units Issuer Bid are taken
up by the Company and exchanged for Subordinate Voting
Shares pursuant to the terms of the Units Issuer Bid,
provided that such date shall not be later than the 10th
calendar day following the Units Issuer Bid Expiry
Date."
""UNITS ISSUER BID EXPIRY DATE" means the date that is
35 calendar days following the Units Issuer Bid Launch
Date or, if the Units Issuer Bid has
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been extended for one further period of 10 calendar days
in accordance with its terms, the date that is 45
calendar days following the Units Issuer Bid Launch
Date."
""UNITS ISSUER BID LAUNCH DATE" means the date on which
the Issuer shall mail the offer to purchase and offering
circular pertaining to the Units Issuer Bid to
registered holders of the Units, which date shall not be
later than December 14, 2001."
2.8 The first paragraph of Section 2.3 is deleted and
replaced by the following:
Each Debenture issued hereunder, whether issued
originally, in exchange for another Debenture pursuant
to Sections 2.13, 3.10 or 4.3 hereof, pursuant to the
Exchange Offer or pursuant to the Interest in Kind
Right, shall bear interest daily from and including
March 10, 2000 (or in the case of any Debentures issued
pursuant to the Interest in Kind Right, daily from and
including their date of issue), or from and including
the last Interest Payment Date on which interest shall
have been paid or made available for payment on the
outstanding Debentures, whichever shall be the later, to
but excluding the earlier of:"
2.9 Section 2.13 is amended by replacing the reference
therein to Section "4.3" with "4.4".
2.10 Sections 4.2 to 4.6 are deleted and replaced with the
following:
"4.2 Conditional Conversion.
Subject to the ESD Indenture Amendment, each Holder
shall convert, on the Units Issuer Bid Closing Date and
simultaneously with the conversion of all outstanding
Multiple Voting Shares into Subordinate Voting Shares,
all of its outstanding Debentures plus any and all
accrued but unpaid interest thereon, excluding the
interest on such accrued interest, into that number of
fully paid and non-assessable Subordinate Voting Shares
equal to the product of (i) the quotient obtained by
dividing the principal amount of Debentures outstanding
plus the Capitalized Interest by $1,000 and (ii) the
Conditional Conversion Rate. For the avoidance of doubt,
following the conditional conversion provided in this
Section 4.2, any interest accrued from and including
September 9, 2001 and up to and including the Conversion
Date, but excluding the interest on the Capitalized
Interest, shall be deemed cancelled and waived and shall
not, then or in the future, be due and payable.
4.3 Conversion Procedure.
(1) In order to exercise the conversion privilege
herein provided for at Section 4.1 or following
the conditional conversion provided for at
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Section 4.2, the Holder of any Debenture
converted pursuant to Section 4.2 or to be
converted pursuant to Section 4.1 shall
surrender such Debenture to the Trustee at its
corporate trust office in New York City or at
such other place or places if any that are
designated by the Company with the approval of
the Trustee, with, in the case of a conversion
pursuant to Section 4.1, the notice of exercise
in the form of Schedule "C-2" (a "CONVERSION
NOTICE") duly completed by such Holder or such
Holder's duly authorized executors,
administrators or other legal representative or
attorney duly appointed by any individual in
writing in the form and executed in the manner
satisfactory to the Trustee acting reasonably,
specifying the portion of the principal amount
thereof which is to be converted. If any
Subordinate Voting Shares into which such
Debenture is to be converted are to be issued to
a person or persons other than the registered
Holder of such Debenture, such Debenture shall
be accompanied by payment from the Holder to the
Trustee of any transfer tax or government or
other charge which may be payable by reason
thereof. The completion by the Holder of any
Debenture of the Conversion Notice, as the case
may be, and the surrender of said Debenture
shall be deemed and constitute a contract
between the Holder of such Debenture (or such
Holder's executors, administrators of other
legal representative or attorney duly appointed,
as the case may be) and the Company whereby:
(a) the Holder of such Debenture subscribes for the
number of Subordinate Voting Shares which it
shall be entitled to receive upon such
conversion;
(b) the Holder of such Debenture releases the
Company from all liability thereon or from all
liability with respect to the portion of the
principal amount thereof to be converted, as the
case may be; and
(c) the Company agrees that the surrender of such
Debenture for conversion constitutes full
payment of the subscription price for the
Subordinate Voting Shares issuable on such
conversion.
(2) On the Conversion Date, the Company shall ensure
that the following conditions are met (unless
waived by the converting Holder):
(a) the Subordinate Voting Shares to be issued upon
conversion are to be freely tradeable and free
of resale restrictions under Applicable
Securities Legislation in Canada;
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(b) the listing of such additional Subordinate
Voting Shares on each Recognized Exchange on
which the Subordinate Voting Shares are then
listed;
(c) the Company being a reporting issuer in good
standing under Applicable Securities Legislation
in Canada when the distribution of such
Subordinate Voting Shares occurs;
(d) no Event of Default shall have occurred and be
continuing;
(e) the receipt by the Trustee of an Officers'
Certificate stating that conditions (a), (b),
(c) and (d) above have been satisfied and
setting forth the number of Subordinate Voting
Shares to be delivered for each US$1,000
principal amount of Debentures; and
(f) the receipt by the Trustee of an Opinion of
Counsel to the effect that such Subordinate
Voting Shares have been duly authorized and,
when issued and delivered pursuant to the terms
of this Indenture in payment of the principal
amount of the Debentures outstanding, will be
validly issued, fully paid and non-assessable,
that conditions (a) and (b) above have been
satisfied and that, relying exclusively on
certificates of good standing issued by the
relevant securities authorities, condition (c)
above is satisfied, except that the opinion need
not be expressed with respect to those provinces
which do not issue such certificates.
4.4 Completion of Conversion.
(1) Subject to section 4.5, the Company shall
deliver to the Trustee on account of the Holder
for delivery to each Holder who has elected to
convert such Holder's Debentures pursuant to
section 4.1 or whose Debentures were converted
pursuant to Section 4.2, as soon as practicable
after the surrender of such Holder's Debentures
in accordance with this Article 4, for each
US$1,000 principal amount of Debentures which
the Holder has elected or is deemed to have
elected to convert (a) certificates for the
Subordinate Voting Shares to which the Holder is
entitled (which shall be made available to such
Holder no later than the second Business Day
following the Conversion Date), (b) interest
accrued on such Debentures from the last date to
which interest has been paid on such Debentures
to, but excluding, the Conversion Date, (c) if
the Holder has elected to convert a principal
amount of Debentures (the "EXERCISED AMOUNT")
which is less than the principal amount of all
Debentures of which such person is the Holder
immediately prior to such exercise (the
"REGISTERED AMOUNT"), Debenture(s) registered in
the name of such Holder in an aggregate
principal amount equal to the amount by which
the registered amount
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exceeds the exercised amount and (d) cash in
lieu of any fractional Subordinate Voting
Shares.
(2) All Debentures converted in whole or in part
shall be delivered to and cancelled by the
Trustee in accordance with Article 9 and the
Trustee shall amend the register maintained by
it pursuant to section 2.10 accordingly.
(3) The Company shall pay to the Trustee sufficient
funds, by certified cheque or bank draft, in a
timely manner, to permit the Trustee, on behalf
of the Company, to make the interest payment, if
any, required by section 4.4 and the payments,
if any, required by section 4.5.
4.5 Fractional Shares.
No fractional Subordinate Voting Shares shall be
delivered upon the conversion of Debentures but,
in lieu thereof, the Company shall pay to the
Trustee on account of the Holders, at the cash
equivalent thereof in US Dollars (determined on
the basis of the U.S. Currency Equivalent of the
Weighted Average Trading Price of the
Subordinate Voting Shares on the Business Day
preceding the Conversion Date).
4.6 Relating to the Issue of Subordinate Voting
Shares.
(1) A Holder shall be treated as the shareholder of
record of the Subordinate Voting Shares issued
on conversion of his Debentures and the
conversion shall be deemed to have occurred for
all purposes, effective as of the Conversion
Date, and to have become entitled to all
substitutions therefor, all income earned
thereon or accretions thereto and all dividends
or distributions (including stock dividends and
dividends or distributions in kind) thereon and
arising thereafter and before such Subordinate
Voting Shares are delivered or sent and in the
event that the Trustee receives the same, it
shall hold the same in trust for the benefit of
such Holder.
(2) The Company shall at all times reserve and keep
available out of its authorized Subordinate
Voting Shares (if the number thereof is or
becomes limited) solely for the purpose of issue
and delivery upon conversion of Debentures as
provided herein, and issue to Debentureholders
who may exercise their conversion rights
hereunder, such number of Subordinate Voting
Shares as shall be issuable in such event. All
Subordinate Voting Shares which shall be so
issuable shall be duly and validly issued as
fully paid and non-assessable.
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(3) The Company shall comply with all Applicable
Securities Legislation regulating the issue and
delivery of Subordinate Voting Shares upon
conversion of Debentures, and shall cause to be
listed and posted for trading such Subordinate
Voting Shares on each Recognized Exchange on
which the Subordinate Voting Shares are then
listed.
4.7 Taxes and Charges on the Issue of Subordinate
Voting Shares.
Except as otherwise provided in section 4.4(1),
the Company shall from time to time promptly pay
or make provision satisfactory to the Trustee
for the payment of all taxes and charges which
may be imposed by the laws of Canada or any
province thereof (except income tax (other than
taxes required to be deducted or withheld as
provided in section 2.7) or security transfer
tax, if any) which shall be payable with respect
to the issuance or delivery of Subordinate
Voting Shares to Holders upon the conversion of
Debentures pursuant to the terms of the
Debentures and of this Indenture. The Company
shall pay or hold the Trustee and each Holder
harmless from all fees and expenses incurred in
complying with applicable laws with respect to
the issuance of Subordinate Voting Shares
(including of the filing fees incurred in
complying with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976), if necessary."
2.11 Section 5.1 is deleted and replaced by the following:
"Adjustment Upon Consolidation or Subdivision.
If and whenever at any time after the date
hereof, the outstanding Subordinate Voting
Shares are subdivided or redivided into a
greater number of Subordinate Voting Shares or
are reduced, combined or consolidated into a
smaller number of Subordinate Voting Shares, but
excluding any such transaction contemplated in
the Master and Purchase Agreement (each such
event being referred to in this section as a
"CHANGE"), the Subordinate Voting Share Rate and
the Conditional Conversion Rate in effect
immediately prior to such action shall
thereafter be adjusted to the number of
Subordinate Voting Shares which a Holder of that
number of Subordinate Voting Shares equal to the
Subordinate Voting Share Rate and Conditional
Conversion Rate, respectively (prior to such
adjustment), would have been entitled to receive
as a result of such change on the effective date
of such change. Any adjustment made shall become
effective immediately after the effective date
of such division or combination."
2.12 Section 5.3 is deleted and replaced by the following:
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"Adjustments as a Result of Certain
Distributions and Extraordinary Cash Dividends.
(1) If and whenever at any time after the
date hereof the Company shall make a
distribution of Distributed Property by way of a
dividend, return of capital, rights offering,
bonus issue or otherwise to Holders of all or
substantially all of the Subordinate Voting
Shares, but excluding any such transaction
contemplated in the Master and Purchase
Agreement, the Subordinate Voting Share Rate and
the Conditional Conversion Rate, respectively,
shall thereafter be equal to:
1,000
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(A - B)
where:
A equals 1,000 divided by the Subordinate
Voting Share Rate, and the Conditional
Conversion Rate, respectively, in effect
immediately prior to the distribution; and
B is a number equal to the U.S. Currency
Equivalent of the value of the Distributed
Property in respect of each Subordinate Voting
Share as determined by the Directors, acting
reasonably, which determination shall be
conclusive.
(2) If and whenever at any time after the
date hereof payment of a cash dividend by the
Company results in an Extraordinary Cash
Dividend in respect of the calendar year in
which the dividend was paid, but excluding any
such transaction in the Master and Purchase
Agreement, the Subordinate Voting Share Rate and
the Conditional Conversion Rate, respectively,
shall thereafter be equal to:
1,000
---------
(A - B)
where:
A equals 1,000 divided by the Subordinate
Voting Share Rate, and the Conditional
Conversion Rate, respectively, in effect
immediately prior to the payment of the
Extraordinary Cash Dividend; and
B is a number equal to the amount of the
U.S. Currency Equivalent of the Extraordinary
Cash Dividend in respect of each Subordinate
Voting Share.
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(3) If and whenever at any time after the
date hereof the Company issues Subordinate
Voting Shares or securities convertible into or
exchangeable for Subordinate Voting Shares, or
grants, issues or offers options, rights or
warrants to subscribe for or purchase
Subordinate Voting Shares or securities
convertible into or exchangeable for Subordinate
Voting Shares (other than (i) options, rights or
warrants (or Subordinate Voting Shares issued
upon exercise of such options, rights or
warrants) which constitute Distributed Property
within the meaning of section 5.3 above, (ii)
stock options (or Subordinate Voting Shares
issued upon exercise of such stock options)
issued to directors, officers, employees or
consultants of the Company, its Affiliates or
any company in which the Corporation holds
directly or indirectly more than 10% of the
equity, the whole as permitted under Stock
Option Plans in place from time to time, (iii)
discounts negotiated at arms' length with
underwriters in the context of distributions of
the Company's securities to the public, (iv)
pursuant to the exercise of conversion rights
granted by the Company prior to the date of this
Indenture or pursuant to the Debentures or
Concurrent Purchase Debentures, (v) in
connection with mergers and acquisitions
(including to buy out minority interests in
Subsidiaries or (vi) pursuant to any
transactions contemplated in the Master and
Purchase Agreement)), in any case where the
price of such Subordinate Voting Shares, or the
consideration to be received on the exercise of
any such options, rights, warrants or conversion
or exchange rights is at a discount in excess of
5% to the Weighted Average Trading Price of such
Subordinate Voting Shares on the stock exchange
on which the greatest volume of trading in
Subordinate Voting Shares occurs for the period
of three Trading Days ending immediately prior
to the day the price of the securities to be
issued is determined, the Subordinate Voting
Share Rate and the Conditional Conversion Rate,
respectively, shall thereafter be equal to:
1,000
---------
(A - B)
where:
A equals 1,000 divided by the Subordinate
Voting Share Rate and the Conditional Conversion
Rate, respectively, in effect immediately prior
to such event; and
B equals the amount of the U.S. Currency
Equivalent of the per share value of the
discount to the Weighted Average Trading
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Price (calculated on the basis of the aggregate
value of such discount divided by the number of
Subordinate Voting Shares outstanding
immediately prior to such event)."
2.13 Section 5.4 is deleted and replaced by the following:
"Discretionary Adjustment.
In case the Company after the date hereof shall
take any action affecting, or relating to, the
Subordinate Voting Shares, other than any action
described in sections 5.1, 5.2 and 5.3 which in
the opinion of the Directors would prejudicially
affect the rights of Holders upon conversion,
the Subordinate Voting Share Rate and the
Conditional Conversion Rate, respectively, shall
be adjusted by the Directors, subject to the
prior consent of the Recognized Exchanges on
which the Subordinate Voting Shares are listed
and, if requested pursuant to a
Debentureholder's Request, review by an
independent member of the Investment Dealers
Association of Canada selected by the Trustee,
in such manner, if any, and at such time, as the
Directors may in their sole discretion determine
to be fair and equitable in the circumstances to
the Holders. Failure of the Directors to take
action so as to provide for an adjustment on or
prior to the effective date of any action by the
Company affecting the Subordinate Voting Shares
shall be conclusive evidence that the Directors
have determined that it is fair and equitable to
make no adjustment in the circumstances."
2.14 Section 5.5 is deleted and replaced by the following:
"Changes Affecting Subordinate Voting Shares.
If and whenever at any time after the date
hereof there shall be a reclassification of
Subordinate Voting Shares (other than a
subdivision or consolidation), a change of
Subordinate Voting Shares into other shares or
into other securities, a consolidation,
amalgamation or merger of the Company with or
into any other corporation or other entity
(other than a consolidation, amalgamation or
merger which does not result in a
re-classification or change of the outstanding
subordinate Voting Shares and other than any of
the transactions contemplated in the Master and
Purchase Agreement) (any such event being herein
called a "CAPITAL REORGANIZATION"), any Holder
who is entitled to receive Subordinate Voting
Shares as a result of either the exercise by the
Holder of his conversion right pursuant to
Section 4.1 or the conditional conversion
pursuant to Section 4.2 or the exercise by
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the Company of its Share Redemption Right, Share
Repayment Right or Interest in Kind Right after
the effective date of such Reorganization Event
shall be entitled to receive and shall accept,
in lieu of Subordinate Voting Shares, such other
securities (payment on which may be made free
and clear of and without withholding or
deduction for or on account of any Taxes) or
other property (which securities or other
property must be "prescribed securities" as
defined in the Income Tax Act (Canada)), which
such Holder would have been entitled to receive
as a result of such Capital Reorganization if,
on the effective date thereof, the Holder had
been the registered Holder of Subordinate Voting
Shares."
2.15 Section 5.6(1) is deleted and replaced by the following:
The adjustments provided for in sections 5.1,
5.2 and 5.3 shall be cumulative and all
adjustments provided for in Article 5 shall be
made successively. Notwithstanding the
foregoing, no adjustment to the calculation of
the Subordinate Voting Shares will be required
unless the cumulative effect of such adjustment
would result in a change of at least 1.00% to
the Subordinate Voting Share Rate or to the
Conditional Conversion Rate, respectively.
2.16 Section 5.6(4) is deleted and replaced by the following:
"The Company shall from time to time immediately
after the occurrence of any event which requires
an adjustment in the Current Market Price of
Subordinate Voting Shares, the Threshold Price,
the Weighted Average Trading Price, the
Subordinate Voting Share Rate or the Conditional
Conversion Rate or the occurrence of a Capital
Reorganization provide to the Trustee an
Officers' Certificate specifying the nature of
such event and the impact thereof on the terms
of Debentures and setting forth in reasonable
detail the method of calculation of any
adjustment, upon which Certificate the Trustee
may conclusively rely without any investigation.
The Trustee shall be entitled to rely on the
above-referenced Officer's Certificate and shall
be under no duty or responsibility with respect
to any such Certificate, except to exhibit the
same from time to time to any Holder desiring an
inspection thereof during reasonable business
hours. The Trustee shall not at any time be
under any duty or responsibility to any Holder
to determine whether any facts exist that may
require any adjustment of the number of
Subordinate Voting Shares or other shares or
property issuable on exercise of the conversion
right hereunder or the Current Market Price of
Subordinate Voting Shares, the Weighted Average
Trading Price, the Subordinate
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Voting Share Rate or the Conditional Conversion
Rate or the occurrence of a Capital
Reorganization, or with respect to the nature or
extent of any such adjustment when made, or with
respect to the method employed in making such
adjustment or the validity or value (or the kind
or amount) of any Subordinate Voting Shares or
other shares or property which may be issuable
on exercise of the conversion right hereunder.
The Trustee shall not be responsible for any
failure of the Company to make any cash payment
or to issue, transfer or deliver any Subordinate
Voting Shares or share certificates or other
common stock or property upon the exercise of
the conversion right hereunder."
2.17 Section 7.1(c) is deleted and replaced with the
following:
"it will on the anniversary of the date hereof,
and within 60 days after the end of each fiscal
quarter of each fiscal year of the Company,
beginning with the fiscal quarter ending
September 30, 2001, deliver to the Trustee an
Officers' Certificate that it has complied with
all requirements contained in this Indenture and
the Exchange Note Indenture that, if not
complied with, would, with the giving of notice,
lapse of time or otherwise, constitute an Event
of Default, or, if there has been failure to
comply, giving particulars thereof;"
2.18 Section 7.1(g) is amended by replacing the reference
therein to Section "4.2(2)" with "4.3(2)".
2.19 Section 7.2 is deleted and replaced with the following:
"If the Company redeems, refinances or modifies
any of the covenants in sections 4.03 through
4.12, inclusive, in either or both of the
indentures governing the Company's 13 1/4%
Senior Discount Notes due 2007 and its 10 1/2%
Senior Discount Notes due 2007, the negative
covenants of the Company in Schedule 7.2 hereof
shall continue in full force and effect."
2.20 Section 8.1(d) is deleted and replaced with the
following:
"if there occurs with respect to any issue or
issues of Indebtedness of the Company or any of
its Significant Subsidiaries having an
outstanding principal amount of (in the case of
a Significant Subsidiary, on a basis
proportional to the Company's equity interest
therein) US$10,000,000 or more (i) a default in
the payment of such Indebtedness at maturity or
(ii) an event of default that has caused the
holder thereof to declare such Indebtedness to
be due and payable prior to its maturity, and
such Indebtedness has not been discharged in
full or
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such failure to pay or acceleration, has not
been rescinded or annulled within 30 days of
such failure to pay or acceleration provided
that an acceleration resulting from an
Involuntary Event shall not constitute a default
unless such Involuntary Event continues for 90
days; or"
2.21 Section 8.1(g) is deleted and replaced with the
following:
"if default is made in the performance or
observance by the Company of any covenant or
obligation under the provisions of the Exchange
Note Indenture or under the Exchange Notes which
shall continue for 30 days after written notice
specifying such default and requiring such
default to be remedied shall have been given to
the Company (i) by the trustee under the
Exchange Note Indenture, (ii) by holders of 25%
or more in aggregate principal amount of the
Exchange Notes, or (iii) by a Debentureholder,
in any case regardless of any waiver of such
default granted by the trustee under the
Exchange Note Indenture, including any
amendments, modifications, supplements,
renewals, extensions or restatements thereof, or
by holders of the Exchange Notes, including any
amendments, modifications, supplements,
renewals, extensions or restatements thereof,
other than any waiver of default which is
binding on the holders of the Exchange Notes in
respect of the following events of default under
the Exchange Note Indenture (capitalized terms
that follow are as defined in the Exchange Note
Indenture): (x) any one or more of the TIWC
Guarantee or the TIW Latin America Pledge ceases
to remain in full force and effect, or the
ClearWave Pledge fails to become and remain in
full force and effect following the earlier of
the permanent repayment in full of the Senior
Credit Facility and October 2, 2002, or (y)
failure of the Company or a Subsidiary of the
Company to receive the company's proportionate
share (based on the Company's ownership
interest) of the Net Cash Proceeds from any sale
of all or substantially all of the assets of
Telpart, within six months of receipt of such
Net Cash Proceeds by Telpart; or (z) the Company
defaults in the redemption of any Exchange Note
when the same becomes redeemable in accordance
with the "Mandatory Redemption upon Certain
Events" provisions of the Exchange Note
Indenture; or "
2.22 The following Section 8.1(h) is added:
"if default is made in the performance or
observance by the Company of any covenant or
obligation under the provisions of either the
letter agreement dated May 31, 2001 between the
Company and U.F. Investments (Barbados) Ltd.
("UFI") or the letter agreement dated August 28,
2001 between the Company
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and UFI, which shall continue for 30 days after
written notice specifying such default and
requiring such default to be remedied shall have
been given to the Company by UFI."
2.23 The definitions of "June ▇▇▇▇ ▇▇▇▇▇▇▇▇▇" and October
▇▇▇▇ ▇▇▇▇▇▇▇▇▇" in Section 15 of Schedule 7.2 are
deleted and replaced by the following:
""JUNE 1997 INDENTURE" means the indenture dated
as of June 27, 1997 between TIWI, as Issuer, and
The Bank of Nova Scotia Trust Company of New
York, as Trustee, and any and all amendments,
modifications, supplements, renewals, extensions
or restatements thereof that existed on March 8,
2000.
""OCTOBER 1997 INDENTURE" means the indenture
dated as of October 29, 1997 between TIWI, as
Issuer, and The Bank of Nova Scotia Trust
Company of New York, as Trustee, and any and all
amendments, modifications, supplements,
renewals, extensions or restatements thereof
that existed on March 8, 2000."
2.24 The Schedule "A" to the Series A Indenture is hereby
amended and restated as set forth in Schedule "A"
hereto.
3. CONFIRMATION OF SERIES A DEBENTURES
All other terms and conditions of the Series A Indenture shall remain in
full force and effect unamended.
4. AMENDMENT OF SERIES B INDENTURE.
The Series B Indenture is hereby amended as follows:
4.1 The definition of "Conversion Date" in Section 1.1(1) is
deleted and replaced by the following definition:
"CONVERSION DATE" means the second Business Day
following the date on which a duly completed Conversion
Notice, together with the Debenture to be converted, is
delivered by a Holder to the Trustee pursuant to Article
4 hereof or, as the case may be, means the Units Issuer
Bid Closing Date."
4.2 The definition of "Exercised Amount" in Section 1.1(1)
is amended by replacing the reference to Section
"4.3(1)" with "4.4(1)".
4.3 The definition of "New Series B Debentures" in Section
1.1(1) is deleted and replaced by the following
definition:
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""NEW SERIES B DEBENTURES" means the new 7.75%
Convertible Debentures, Series B due 2010, in the form
of Schedule "A" hereto, to be issued hereunder pursuant
to the Exchange Offer by the Company in exchange for its
outstanding 7.75% Convertible Debentures, Series B due
2010 issued on March 10, 2000 and pursuant to the
Interest in Kind Right."
4.4 The definition of "Recognized Exchange" in Section
1.1.(1) is deleted and replaced by the following
definition:
""RECOGNIZED EXCHANGE" means any of The Toronto Stock
Exchange, New York Stock Exchange, American Stock
Exchange or NASDAQ."
4.5 The definition of "Registered Amount" in Section 1.1(1)
is amended by replacing the reference therein to Section
"2.7(3)" with "4.4(1)".
4.6 The definition of "Significant Subsidiaries" in Section
1.1(1) is deleted and replaced by the following
definition:
"SIGNIFICANT SUBSIDIARIES" means Subsidiaries or
Associates each of which, together with its Subsidiaries
and Associates (i) for the most recent fiscal year of
the Company, accounted for 10% or more of the
consolidated revenues of the Company or (ii) as of the
end of such fiscal year, was the owner of 10% or more of
the consolidated assets of the Company, all as set forth
on the most recently available consolidated financial
statements of the Company for such fiscal year;
provided, however, that each of Dolphin Telecom PLC and
its Subsidiaries shall not be deemed a Significant
Subsidiary so long as such entity (1) is not a
Restricted Subsidiary as such term is defined under the
Indenture, the Indenture providing for the issue of the
Concurrent Purchase Debentures (the "UFI INDENTURE") or
the High Yield Indentures, respectively, (2) is not a
Significant Subsidiary as such term is defined under the
UFI Indenture, (3) is not a significant Group Member as
such term is defined under the High Yield Indentures or
(4) does not cause or permit to exist a default or an
event of default under the provisions of any
documentation governing the terms of any other
Indebtedness of the Company or any Restricted
Subsidiary, which provisions are analogous to Sections
8.1(d), 8.1(e) and 8.1(f) of the Indenture."
4.7 Section 1.1(1) is amended by adding the following
definitions:
""CAPITALIZED INTEREST" means the interest accrued
during the Interest Capitalization Period, but excludes
the interest on Capitalized Interest."
"CONDITIONAL CONVERSION RATE" means, 495.77448 as
adjusted from time to time pursuant to Article 5;"
-▇▇-
""▇▇▇ ▇▇▇▇▇▇▇▇▇" means the indenture dated as of
February 15, 1999 between the Issuer and Montreal Trust
Company of Canada providing for the issue of the Equity
Subordinated Debentures, as amended from time to time."
""ESD ISSUER BID" means the issuer bid launched by the
Company to repurchase its outstanding Equity
Subordinated Debentures."
""ESD CONSENT SOLICITATION" means the consent
solicitation launched concurrently with the ESD Issuer
Bid to amend the terms of the ESD Indenture."
""ESD INDENTURE AMENDMENT" means the execution of an
amended ESD Indenture pursuant to the ESD Consent
Solicitation whereby holders of 66 2/3% or more of the
Equity Subordinated Debentures shall have consented to
the amendments proposed to the ESD Indenture, provided
that such date shall not be later than the 10th calendar
day following the ESD Issuer Bid Expiry Date."
""ESD ISSUER BID EXPIRY DATE" means the date that is 35
calendar days following the ESD Issuer Bid Launch Date
or, if the ESD Issuer Bid has been extended for one
further period of 10 calendar days in accordance with
its terms, the date that is 45 calendar days following
the ESD Issuer Bid Launch Date."
""ESD ISSUER BID LAUNCH DATE" means the date on which
the Issuer shall mail the offer to purchase and offering
circular pertaining to the ESD Issuer Bid to registered
holders of the Equity Subordinate Debentures, which date
shall not be later than November 30, 2001."
""EXCHANGE NOTE INDENTURE" means the indenture dated as
of September 18, 2001 between the Company, as Issuer,
and The Bank of Nova Scotia Trust Company of New York,
as Trustee, but not including any amendments,
modifications, supplements, renewals, extensions or
restatements thereof."
""EXCHANGE NOTES" mean the 14% Senior Guaranteed Notes
due December 30, 2003 issued by the Company pursuant to
the Exchange Note Indenture, but not including any
amendments, modifications, supplements, renewals,
extensions or restatements thereof."
""INTEREST CAPITALIZATION PERIOD" means the period
extending from and including March 9, 2001 up to and
including September 8, 2001."
""JPMP" has the meaning attributed thereto in Section
8.1(h)."
"MASTER AND PURCHASE AGREEMENT" means the agreement
between the Company, the Holders, Capital Communications
CDPQ Inc. and
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Telesystem Ltd, dated as of November -, 2001, providing
for the issue and sale of up to $90,000,000 in special
warrants and up to $15,000,000 in Subordinate Voting
Shares pursuant to the exercise of a purchase warrant
and whereby the Issuer and the Holders have agreed to
enter into this Agreement, among other things, in the
context of a recapitalization plan of the Company.
"MULTIPLE VOTING SHARES" means the multiple voting
shares in the capital of the Company."
""NASDAQ" means the Nasdaq National Market or the Nasdaq
Small Cap Market."
""UNITS" means the units each of which is comprised of
one Class A subordinate voting share of ClearWave N.V.
and an option to purchase 0.2 of a Subordinate Voting
Share by surrending the Unit to the Company, which units
were offered by the Company pursuant to a prospectus
dated January 15, 2001."
""UNITS ISSUER BID" means the exchange issuer bid to be
launched by the Company on before December 14, 2001 to
exchange its outstanding Units for Subordinate Voting
Shares on the basis of 5.46 Subordinate Voting Shares
per Unit."
""UNITS ISSUER BID CLOSING DATE" means the date on which
the Units tendered under the Units Issuer Bid are taken
up by the Company and exchanged for Subordinate Voting
Shares pursuant to the terms of the Units Issuer Bid,
provided that such date shall not be later than the 10th
calendar day following the Units Issuer Bid Expiry
Date."
""UNITS ISSUER BID EXPIRY DATE" means the date that is
35 calendar days following the Units Issuer Bid Launch
Date or, if the Units Issuer Bid has been extended for
one further period of 10 calendar days in accordance
with its terms, the date that is 45 calendar days
following the Units Issuer Bid Launch Date."
""UNITS ISSUER BID LAUNCH DATE" means the date on which
the Issuer shall mail the offer to purchase and offering
circular pertaining to the Units Issuer Bid to
registered holders of the Units, which date shall not be
later than December 14, 2001."
4.8 The first paragraph of Section 2.3 is deleted and
replaced by the following:
"Each Debenture issued hereunder, whether issued
originally, in exchange for another Debenture pursuant
to Sections 2.13, 3.10 or 4.3 hereof,
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pursuant to the Exchange Offer or pursuant to the
Interest in Kind Right, shall bear interest daily from
and including March 10, 2000 (or in the case of any
Debentures issued pursuant to the Interest in Kind
Right, daily from and including their date of issue), or
from and including the last Interest Payment Date on
which interest shall have been paid or made available
for payment on the outstanding Debentures, whichever
shall be the later, to but excluding the earlier of:"
4.9 Section 2.13 is amended by replacing the reference
therein to Section "4.3" with "4.4".
4.10 Sections 4.2 to 4.6 are deleted and replaced with the
following:
"4.2 Conditional Conversion.
Subject to the ESD Indenture Amendment, each Holder
shall convert, on the Units Issuer Bid Closing Date and
simultaneously with the conversion of all outstanding
Multiple Voting Shares into Subordinate Voting Shares,
all of its outstanding Debentures plus any and all
accrued but unpaid interest thereon, excluding the
interest on such accrued interest, into that number of
fully paid and non-assessable Subordinate Voting Shares
equal to the product of (i) the quotient obtained by
dividing the principal amount of Debentures outstanding
plus the Capitalized Interest by $1,000 and (ii) the
Conditional Conversion Rate. For the avoidance of doubt,
following the conditional conversion provided in this
Section 4.2, any interest accrued from and including
September 9, 2001 and up to and including the Conversion
Date, but excluding the interest on the Capitalized
Interest, shall be deemed cancelled and waived and shall
not, then or in the future, be due and payable.
4.3 Conversion Procedure.
(1) In order to exercise the conversion privilege
herein provided for at Section 4.1 or following
the conditional conversion provided for at
Section 4.2, the Holder of any Debenture
converted pursuant to Section 4.2 or to be
converted pursuant to Section 4.1 shall
surrender such Debenture to the Trustee at its
corporate trust office in New York City or at
such other place or places if any that are
designated by the Company with the approval of
the Trustee, with, in the case of a conversion
pursuant to Section 4.1, the notice of exercise
in the form of Schedule "C-2" (a "CONVERSION
NOTICE") duly completed by such Holder or such
Holder's duly authorized executors,
administrators or other legal representative or
attorney duly appointed by any individual in
writing in the form and executed in the manner
satisfactory to the Trustee acting
-22-
reasonably, specifying the portion of the
principal amount thereof which is to be
converted. If any Subordinate Voting Shares into
which such Debenture is to be converted are to
be issued to a person or persons other than the
registered Holder of such Debenture, such
Debenture shall be accompanied by payment from
the Holder to the Trustee of any transfer tax or
government or other charge which may be payable
by reason thereof. The completion by the Holder
of any Debenture of the Conversion Notice, as
the case may be, and the surrender of said
Debenture shall be deemed and constitute a
contract between the Holder of such Debenture
(or such Holder's executors, administrators of
other legal representative or attorney duly
appointed, as the case may be) and the Company
whereby:
(a) the Holder of such Debenture subscribes for the
number of Subordinate Voting Shares which it
shall be entitled to receive upon such
conversion;
(b) the Holder of such Debenture releases the
Company from all liability thereon or from all
liability with respect to the portion of the
principal amount thereof to be converted, as the
case may be; and
(c) the Company agrees that the surrender of such
Debenture for conversion constitutes full
payment of the subscription price for the
Subordinate Voting Shares issuable on such
conversion.
(2) On the Conversion Date, the Company shall ensure
that the following conditions are met (unless
waived by the converting Holder):
(a) the Subordinate Voting Shares to be issued upon
conversion are to be freely tradeable and free
of resale restrictions under Applicable
Securities Legislation in Canada;
(b) the listing of such additional Subordinate
Voting Shares on each Recognized Exchange on
which the Subordinate Voting Shares are then
listed;
(c) the Company being a reporting issuer in good
standing under Applicable Securities Legislation
in Canada when the distribution of such
Subordinate Voting Shares occurs;
(d) no Event of Default shall have occurred and be
continuing;
(e) the receipt by the Trustee of an Officers'
Certificate stating that conditions (a), (b),
(c) and (d) above have been satisfied and
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setting forth the number of Subordinate Voting
Shares to be delivered for each US$1,000
principal amount of Debentures; and
(f) the receipt by the Trustee of an Opinion of
Counsel to the effect that such Subordinate
Voting Shares have been duly authorized and,
when issued and delivered pursuant to the terms
of this Indenture in payment of the principal
amount of the Debentures outstanding, will be
validly issued, fully paid and non-assessable,
that conditions (a) and (b) above have been
satisfied and that, relying exclusively on
certificates of good standing issued by the
relevant securities authorities, condition (c)
above is satisfied, except that the opinion need
not be expressed with respect to those provinces
which do not issue such certificates.
4.4 Completion of Conversion.
(1) Subject to section 4.5, the Company shall
deliver to the Trustee on account of the Holder
for delivery to each Holder who has elected to
convert such Holder's Debentures pursuant to
section 4.1 or whose Debentures were converted
pursuant to Section 4.2, as soon as practicable
after the surrender of such Holder's Debentures
in accordance with this Article 4, for each
US$1,000 principal amount of Debentures which
the Holder has elected or is deemed to have
elected to convert (a) certificates for the
Subordinate Voting Shares to which the Holder is
entitled (which shall be made available to such
Holder no later than the second Business Day
following the Conversion Date), (b) interest
accrued on such Debentures from the last date to
which interest has been paid on such Debentures
to, but excluding, the Conversion Date, (c) if
the Holder has elected to convert a principal
amount of Debentures (the "EXERCISED AMOUNT")
which is less than the principal amount of all
Debentures of which such person is the Holder
immediately prior to such exercise (the
"REGISTERED AMOUNT"), Debenture(s) registered in
the name of such Holder in an aggregate
principal amount equal to the amount by which
the registered amount exceeds the exercised
amount and (d) cash in lieu of any fractional
Subordinate Voting Shares.
(2) All Debentures converted in whole or in part
shall be delivered to and cancelled by the
Trustee in accordance with Article 9 and the
Trustee shall amend the register maintained by
it pursuant to section 2.10 accordingly.
(3) The Company shall pay to the Trustee sufficient
funds, by certified cheque or bank draft, in a
timely manner, to permit the Trustee, on behalf
of the Company, to make the interest payment, if
any,
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required by section 4.4 and the payments, if
any, required by section 4.5.
4.5 Fractional Shares.
No fractional Subordinate Voting Shares shall be
delivered upon the conversion of Debentures but,
in lieu thereof, the Company shall pay to the
Trustee on account of the Holders, at the cash
equivalent thereof in US Dollars (determined on
the basis of the U.S. Currency Equivalent of the
Weighted Average Trading Price of the
Subordinate Voting Shares on the Business Day
preceding the Conversion Date).
4.6 Relating to the Issue of Subordinate Voting
Shares.
(1) A Holder shall be treated as the shareholder of
record of the Subordinate Voting Shares issued
on conversion of his Debentures and the
conversion shall be deemed to have occurred for
all purposes, effective as of the Conversion
Date, and to have become entitled to all
substitutions therefor, all income earned
thereon or accretions thereto and all dividends
or distributions (including stock dividends and
dividends or distributions in kind) thereon and
arising thereafter and before such Subordinate
Voting Shares are delivered or sent and in the
event that the Trustee receives the same, it
shall hold the same in trust for the benefit of
such Holder.
(2) The Company shall at all times reserve and keep
available out of its authorized Subordinate
Voting Shares (if the number thereof is or
becomes limited) solely for the purpose of issue
and delivery upon conversion of Debentures as
provided herein, and issue to Debentureholders
who may exercise their conversion rights
hereunder, such number of Subordinate Voting
Shares as shall be issuable in such event. All
Subordinate Voting Shares which shall be so
issuable shall be duly and validly issued as
fully paid and non-assessable.
(3) The Company shall comply with all Applicable
Securities Legislation regulating the issue and
delivery of Subordinate Voting Shares upon
conversion of Debentures, and shall cause to be
listed and posted for trading such Subordinate
Voting Shares on each Recognized Exchange on
which the Subordinate Voting Shares are then
listed.
4.7 Taxes and Charges on the Issue of Subordinate
Voting Shares.
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Except as otherwise provided in section 4.4(1), the Company shall from time to
time promptly pay or make provision satisfactory to the Trustee for the payment
of all taxes and charges which may be imposed by the laws of Canada or any
province thereof (except income tax (other than taxes required to be deducted or
withheld as provided in section 2.7) or security transfer tax, if any) which
shall be payable with respect to the issuance or delivery of Subordinate Voting
Shares to Holders upon the conversion of Debentures pursuant to the terms of the
Debentures and of this Indenture. The Company shall pay or hold the Trustee and
each Holder harmless from all fees and expenses incurred in complying with
applicable laws with respect to the issuance of Subordinate Voting Shares
(including of the filing fees incurred in complying with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976), if necessary."
4.11 Section 5.1 is deleted and replaced by the following:
"Adjustment Upon Consolidation or Subdivision.
If and whenever at any time after the date
hereof, the outstanding Subordinate Voting
Shares are subdivided or redivided into a
greater number of Subordinate Voting Shares or
are reduced, combined or consolidated into a
smaller number of Subordinate Voting Shares, but
excluding any such transaction contemplated in
the Master and Purchase Agreement (each such
event being referred to in this section as a
"CHANGE"), the Subordinate Voting Share Rate and
the Conditional Conversion Rate in effect
immediately prior to such action shall
thereafter be adjusted to the number of
Subordinate Voting Shares which a Holder of that
number of Subordinate Voting Shares equal to the
Subordinate Voting Share Rate and Conditional
Conversion Rate, respectively (prior to such
adjustment), would have been entitled to receive
as a result of such change on the effective date
of such change. Any adjustment made shall become
effective immediately after the effective date
of such division or combination."
4.12 Section 5.3 is deleted and replaced by the following:
"Adjustments as a Result of Certain
Distributions and Extraordinary Cash Dividends.
(1) If and whenever at any time after the
date hereof the Company shall make a
distribution of Distributed Property by way of a
dividend, return of capital, rights offering,
bonus issue or otherwise to Holders of all or
substantially all of the Subordinate Voting
Shares, but excluding any such transaction
contemplated in the Master and Purchase
Agreement, the Subordinate Voting Share
-26-
Rate and the Conditional Conversion Rate,
respectively, shall thereafter be equal to:
1,000
---------
(A - B)
where:
A equals 1,000 divided by the Subordinate
Voting Share Rate and the Conditional Conversion
Rate, respectively, in effect immediately prior
to the distribution; and
B is a number equal to the U.S. Currency
Equivalent of the value of the Distributed
Property in respect of each Subordinate Voting
Share as determined by the Directors, acting
reasonably, which determination shall be
conclusive.
(2) If and whenever at any time after the
date hereof payment of a cash dividend by the
Company results in an Extraordinary Cash
Dividend in respect of the calendar year in
which the dividend was paid, but excluding any
such transaction contemplated in the Master and
Purchase Agreement, the Subordinate Voting Share
Rate and the Conditional Conversion Rate,
respectively, shall thereafter be equal to:
1,000
---------
(A - B)
where:
A equals 1,000 divided by the Subordinate
Voting Share Rate and the Conditional Conversion
Rate, respectively, in effect immediately prior
to the payment of the Extraordinary Cash
Dividend; and
B is a number equal to the amount of the
U.S. Currency Equivalent of the Extraordinary
Cash Dividend in respect of each Subordinate
Voting Share.
(3) If and whenever at any time after the
date hereof the Company issues Subordinate
Voting Shares or securities convertible into or
exchangeable for Subordinate Voting Shares, or
grants, issues or offers options, rights or
warrants to subscribe for or purchase
Subordinate Voting Shares or securities
convertible into or exchangeable for Subordinate
Voting Shares (other than (i) options, rights or
warrants (or Subordinate Voting Shares issued
upon exercise of such options, rights or
warrants) which constitute Distributed Property
within the meaning of section 5.3 above, (ii)
-27-
stock options (or Subordinate Voting Shares
issued upon exercise of such stock options)
issued to directors, officers, employees or
consultants of the Company, its Affiliates or
any company in which the Corporation holds
directly or indirectly more than 10% of the
equity, the whole as permitted under Stock
Option Plans in place from time to time, (iii)
discounts negotiated at arms' length with
underwriters in the context of distributions of
the Company's securities to the public, (iv)
pursuant to the exercise of conversion rights
granted by the Company prior to the date of this
Indenture or pursuant to the Debentures or
Concurrent Purchase Debentures, (v) in
connection with mergers and acquisitions
(including to buy out minority interests in
Subsidiaries or (vi) pursuant to any
transactions contemplated in the Master and
Purchase Agreement)), in any case where the
price of such Subordinate Voting Shares, or the
consideration to be received on the exercise of
any such options, rights, warrants or conversion
or exchange rights is at a discount in excess of
5% to the Weighted Average Trading Price of such
Subordinate Voting Shares on the stock exchange
on which the greatest volume of trading in
Subordinate Voting Shares occurs for the period
of three Trading Days ending immediately prior
to the day the price of the securities to be
issued is determined, the Subordinate Voting
Share Rate and the Conditional Conversion Rate,
respectively, shall thereafter be equal to:
1,000
---------
(A - B)
where:
A equals 1,000 divided by the Subordinate
Voting Share Rate and the Conditional Conversion
Rate, respectively, in effect immediately prior
to such event; and
B equals the amount of the U.S. Currency
Equivalent of the per share value of the
discount to the Weighted Average Trading Price
(calculated on the basis of the aggregate value
of such discount divided by the number of
Subordinate Voting Shares outstanding
immediately prior to such event)."
4.13 Section 5.4 is deleted and replaced by the following:
"Discretionary Adjustment.
-28-
In case the Company after the date hereof shall
take any action affecting, or relating to, the
Subordinate Voting Shares, other than any action
described in sections 5.1, 5.2 and 5.3 which in
the opinion of the Directors would prejudicially
affect the rights of Holders upon conversion,
the Subordinate Voting Share Rate and the
Conditional Conversion Rate, respectively, shall
be adjusted by the Directors, subject to the
prior consent of the Recognized Exchanges on
which the Subordinate Voting Shares are listed
and, if requested pursuant to a
Debentureholder's Request, review by an
independent member of the Investment Dealers
Association of Canada selected by the Trustee,
in such manner, if any, and at such time, as the
Directors may in their sole discretion determine
to be fair and equitable in the circumstances to
the Holders. Failure of the Directors to take
action so as to provide for an adjustment on or
prior to the effective date of any action by the
Company affecting the Subordinate Voting Shares
shall be conclusive evidence that the Directors
have determined that it is fair and equitable to
make no adjustment in the circumstances."
4.14 Section 5.5 is deleted and replaced by the following:
"Changes Affecting Subordinate Voting Shares.
If and whenever at any time after the date
hereof there shall be a reclassification of
Subordinate Voting Shares (other than a
subdivision or consolidation), a change of
Subordinate Voting Shares into other shares or
into other securities, a consolidation,
amalgamation or merger of the Company with or
into any other corporation or other entity
(other than a consolidation, amalgamation or
merger which does not result in a
re-classification or change of the outstanding
subordinate Voting Shares and other than any of
the transactions contemplated in the Master and
Purchase Agreement) (any such event being herein
called a "CAPITAL REORGANIZATION"), any Holder
who is entitled to receive Subordinate Voting
Shares as a result of either the exercise by the
Holder of his conversion right pursuant to
Section 4.1 or the conditional conversion
pursuant to Section 4.2 or the exercise by the
Company of its Share Redemption Right, Share
Repayment Right or Interest in Kind Right after
the effective date of such Reorganization Event
shall be entitled to receive and shall accept,
in lieu of Subordinate Voting Shares, such other
securities (payment on which may be made free
and clear of and without withholding or
deduction for or on account of any Taxes) or
other property (which securities or other
property must be "prescribed securities" as
defined in the Income Tax Act (Canada)), which
such Holder would have been entitled to receive
as a result of such
-▇▇-
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ if, on the effective date
thereof, the Holder had been the registered
Holder of Subordinate Voting Shares."
4.15 Section 5.6(1) is deleted and replaced by the following:
The adjustments provided for in sections 5.1,
5.2 and 5.3 shall be cumulative and all
adjustments provided for in Article 5 shall be
made successively. Notwithstanding the
foregoing, no adjustment to the calculation of
the Subordinate Voting Shares will be required
unless the cumulative effect of such adjustment
would result in a change of at least 1.00% to
the Subordinate Voting Share Rate or to the
Conditional Conversion Rate, respectively.
4.16 Section 5.6(4) is deleted and replaced by the following:
"The Company shall from time to time immediately
after the occurrence of any event which requires
an adjustment in the Current Market Price of
Subordinate Voting Shares, the Threshold Price,
the Weighted Average Trading Price, the
Subordinate Voting Share Rate or the Conditional
Conversion Rate or the occurrence of a Capital
Reorganization provide to the Trustee an
Officers' Certificate specifying the nature of
such event and the impact thereof on the terms
of Debentures and setting forth in reasonable
detail the method of calculation of any
adjustment, upon which Certificate the Trustee
may conclusively rely without any investigation.
The Trustee shall be entitled to rely on the
above-referenced Officer's Certificate and shall
be under no duty or responsibility with respect
to any such Certificate, except to exhibit the
same from time to time to any Holder desiring an
inspection thereof during reasonable business
hours. The Trustee shall not at any time be
under any duty or responsibility to any Holder
to determine whether any facts exist that may
require any adjustment of the number of
Subordinate Voting Shares or other shares or
property issuable on exercise of the conversion
right hereunder or the Current Market Price of
Subordinate Voting Shares, the Weighted Average
Trading Price, the Subordinate Voting Share Rate
or the Conditional Conversion Rate or the
occurrence of a Capital Reorganization, or with
respect to the nature or extent of any such
adjustment when made, or with respect to the
method employed in making such adjustment or the
validity or value (or the kind or amount) of any
Subordinate Voting Shares or other shares or
property which may be issuable on exercise of
the conversion right hereunder. The Trustee
shall not be responsible for any failure of the
Company to make any cash payment or to issue,
transfer or deliver any Subordinate
-30-
Voting Shares or share certificates or other
common stock or property upon the exercise of
the conversion right hereunder."
4.17 Section 7.1(c) is deleted and replaced with the
following:
"it will on the anniversary of the date hereof,
and within 60 days after the end of each fiscal
quarter of each fiscal year of the Company,
beginning with the fiscal quarter ending
September 30, 2001, deliver to the Trustee an
Officers' Certificate that it has complied with
all requirements contained in this Indenture and
the Exchange Note Indenture that, if not
complied with, would, with the giving of notice,
lapse of time or otherwise, constitute an Event
of Default, or, if there has been failure to
comply, giving particulars thereof;"
4.18 Section 7.1(g) is amended by replacing the reference
therein to Section "4.2(2)" with "4.3(2)".
4.19 Section 7.2 is deleted and replaced with the following:
"If the Company redeems, refinances or modifies
any of the covenants in sections 4.03 through
4.12, inclusive, in either or both of the
indentures governing the Company's 13 1/4%
Senior Discount Notes due 2007 and its 10 1/2%
Senior Discount Notes due 2007, the negative
covenants of the Company in Schedule 7.2 hereof
shall continue in full force and effect."
4.20 Section 8.1(d) is deleted and replaced with the
following:
"if there occurs with respect to any issue or
issues of Indebtedness of the Company or any of
its Significant Subsidiaries having an
outstanding principal amount of (in the case of
a Significant Subsidiary, on a basis
proportional to the Company's equity interest
therein) US$10,000,000 or more (i) a default in
the payment of such Indebtedness at maturity or
(ii) an event of default that has caused the
holder thereof to declare such Indebtedness to
be due and payable prior to its maturity, and
such Indebtedness has not been discharged in
full or such failure to pay or acceleration, has
not been rescinded or annulled within 30 days of
such failure to pay or acceleration provided
that an acceleration resulting from an
Involuntary Event shall not constitute a default
unless such Involuntary Event continues for 90
days; or"
4.21 The following Section 8.1(g) is added:
"if default is made in the performance or
observance by the Company of any covenant or
obligation under the provisions of the Exchange
Note Indenture or under the Exchange Notes
-31-
which shall continue for 30 days after written
notice specifying such default and requiring
such default to be remedied shall have been
given to the Company (i) by the trustee under
the Exchange Note Indenture, (ii) by holders of
25% or more in aggregate principal amount of the
Exchange Notes, or (iii) by a Debentureholder,
in any case regardless of any waiver of such
default granted by the trustee under the
Exchange Note Indenture, including any
amendments, modifications, supplements,
renewals, extensions or restatements thereof, or
by holders of the Exchange Notes, including any
amendments, modifications, supplements,
renewals, extensions or restatements thereof,
other than any waiver of default which is
binding on the holders of the Exchange Notes in
respect of the following events of default under
the Exchange Note Indenture (capitalized terms
that follow are as defined in the Exchange Note
Indenture): (x) any one or more of the TIWC
Guarantee or the TIW Latin America Pledge ceases
to remain in full force and effect, or the
ClearWave Pledge fails to become and remain in
full force and effect following the earlier of
the permanent repayment in full of the Senior
Credit Facility and October 2, 2002, or (y)
failure of the Company or a Subsidiary of the
Company to receive the company's proportionate
share (based on the Company's ownership
interest) of the Net Cash Proceeds from any sale
of all or substantially all of the assets of
Telpart, within six months of receipt of such
Net Cash Proceeds by Telpart; or (z) the Company
defaults in the redemption of any Exchange Note
when the same becomes redeemable in accordance
with the "Mandatory Redemption upon Certain
Events" provisions of the Exchange Note
Indenture; or"
4.22 The following Section 8.1(h) is added:
"if default is made in the performance or
observance by the Company of any covenant or
obligation under the provisions of either the
letter agreement dated May 31, 2001 between the
Company and ▇.▇. ▇▇▇▇▇▇ Partners (BHCA), L.P.
("JPMP") or the letter agreement dated August
28, 2001 between the Company and JPMP, which
shall continue for 30 days after written notice
specifying such default and requiring such
default to be remedied shall have been given to
the Company by JPMP."
4.23 The definitions of "June ▇▇▇▇ ▇▇▇▇▇▇▇▇▇" and October
▇▇▇▇ ▇▇▇▇▇▇▇▇▇" in Section 15 of Schedule 7.2 are
deleted and replaced by the following:
""JUNE 1997 INDENTURE" means the indenture dated
as of June 27, 1997 between TIWI, as Issuer, and
The Bank of Nova
-32-
Scotia Trust Company of New York, as Trustee,
and any and all amendments, modifications,
supplements, renewals, extensions or
restatements thereof that existed on March 8,
2000.
""OCTOBER 1997 INDENTURE" means the indenture
dated as of October 29, 1997 between TIWI, as
Issuer, and The Bank of Nova Scotia Trust
Company of New York, as Trustee, and any and all
amendments, modifications, supplements,
renewals, extensions or restatements thereof
that existed on March 8, 2000."
4.24 The Schedule "A" to the Series B Indenture is hereby
amended and restated as set forth in Schedule "A"
hereto.
5. CONFIRMATION OF SERIES B INDENTURE
All other terms and conditions of the Series B Indenture shall remain in
full force and effect unamended.
6. EXCHANGE OF THE DEBENTURES
6.1 The Holders shall exchange the Debenture certificates
outstanding on the date hereof for new Debenture
certificates reflecting the amended terms and conditions
of the Series A Indenture and of the Series B Indenture
as stipulated in Schedules A and B of this Agreement and
the exchange of said Debenture certificates shall not
effect a novation of any Indebtedness of the Company
owing to the Holders.
6.2 Notice to the Holders of the exchange of existing
Debentures for new Debentures is hereby deemed to have
be given in accordance with the provisions of Sections
2.17 of the Series A Indenture and Section 2.17 of the
Series B Indenture.
6.3 The Company shall execute and the Trustee shall certify
new Debenture certificates necessary to carry out the
exchange of existing Debentures contemplated in Section
6.1 of this Agreement, pursuant to the exchange
procedure set forth in section 2.13 of each of the
Series A Indenture and of the Series B Indenture. All
Debentures surrendered for exchange shall be cancelled
by the Trustee.
6.4 To the extent that any Holder does not surrender the
Debenture(s) then held by it for exchange, such
Debenture(s) shall be deemed cancelled and replaced by
the new Debenture(s) delivered to the Trustee by the
Company for exchange on the 10th Business Day following
the delivery of the notice contemplated in Section 6.2
of this Agreement.
-33-
7. EXTRAORDINARY RESOLUTION AND COVENANT OF SERIES A HOLDER
By its execution of this Agreement, U.F. Investments (Barbados) Ltd, as
holder of all outstanding Series A Debentures, confirms it:
(i) agrees with the amendments to the Series A Indenture and
the Series A Debentures and to the exchange of Series A
Debentures contemplated herein;
(ii) recognizes its execution of this Agreement shall
constitute an Extraordinary Resolution (within the
meaning ascribed to such expression in the Series A
Indenture) for the purpose of authorizing all
transactions described herein;
(iii) irrevocably instructs the Trustee to execute this
Agreement and to execute all other documents and perform
all acts the Trustee will consider appropriate to give
effect to this Agreement and the transactions
contemplated herein;
(iv) hereby surrenders its Series A Debenture certificate to
the Trustee so that the Trustee may exchange said
certificate for a certificate reflecting the amended
terms of the Series A Debentures in accordance with the
provisions of this Agreement.
8. EXTRAORDINARY RESOLUTION AND COVENANT OF SERIES B HOLDER
By their execution of this Agreement, ▇.▇. ▇▇▇▇▇▇ Partners (BHCA), L.P.,
Asia Opportunity Fund, L.P., CAIP Co-Investment Fund Parallel Fund (I)
C.V., CAIP Co-Investment Parallel Fund (II) C.V. and ▇.▇. ▇▇▇▇▇▇ Asia
Investment Partners, L.P., as holders of all outstanding Series B
Debentures, confirm they:
(i) agree with the amendments to the Series B Indenture and
the Series B Debentures and to the exchange of Series B
Debentures contemplated herein;
(ii) recognize their execution of this Agreement shall
constitute an Extraordinary Resolution (within the
meaning ascribed to such expression in the Series B
Indenture) for the purpose of authorizing all
transactions described herein;
(iii) irrevocably instruct the Trustee to execute this
Agreement and to execute all other documents and perform
all acts the Trustee will consider appropriate to give
effect to this Agreement and the transactions
contemplated herein;
(iv) hereby surrender their Series B Debenture certificates
to the Trustee so that the Trustee may exchange said
certificates for
-34-
certificates reflecting the amended terms of the Series
B Debentures in accordance with the provisions of this
Agreement.
9. ENTIRE AGREEMENT
This Agreement, the Series A Amendments and the Series B Amendments
together constitute the entire understanding of the parties hereto with
respect to the subject matter contained herein. In the event of any
direct conflict between the provisions of this Agreement and the Series
A Indenture or, as the case may be, the Series B Indenture, the
provisions of this Agreement, the Series A Amendments and the Series B
Amendments shall prevail.
10. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties, their successors and permitted assigns.
-35-
11. GOVERNING LAW
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF
NEW YORK, OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN
FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK
WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN
IF UNDER SUCH JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS,
THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
RELATED DOCUMENT MAY BE BROUGHT EXCLUSIVELY IN EITHER THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
NEW YORK OR IN THE COURTS OF COMPETENT JURISDICTION OF THE PROVINCE OF
QUEBEC AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY AND ASSETS, GENERALLY AND UNCONDITIONALLY THE JURISDICTION OF
THE AFORESAID COURTS.
12. COUNTERPARTS
This Agreement may be executed in any number of counterparts, including
by facsimile and all or such counterparts taken together shall be deemed
to constitute one and the same instrument.
TO WITNESS THEIR AGREEMENT, the parties have duly executed this Agreement as of
the date first set forth above.
TELESYSTEM THE BANK OF NOVA SCOTIA
INTERNATIONAL WIRELESS TRUST COMPANY OF NEW
INC. YORK, AS TRUSTEE
By: By:
---------------------------- ---------------------------
By: By:
---------------------------- ---------------------------
-36-
U.F. INVESTMENTS (BARBADOS) LTD.
By:
--------------------------------
Name:
Title:
▇.▇. ▇▇▇▇▇▇ PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.,
its General Partner
By: JPMP Capital Corp.,
its General Partner
By:
--------------------------------
Name:
Title:
ASIA OPPORTUNITY FUND, L.P.
By: Asia Opportunity Company,
its General Partner
By:
--------------------------------
Name:
Title:
CAIP CO-INVESTMENT FUND PARALLEL
FUND (I) C.V.
By: Asia Opportunity Company,
its General Partner
By:
--------------------------------
Name:
Title:
-37-
CAIP CO-INVESTMENT FUND PARALLEL
FUND (II) C.V.
By: Asia Opportunity Company,
its General Partner
By:
--------------------------------
Name:
Title:
▇.▇. ▇▇▇▇▇▇ ASIA INVESTMENT
PARTNERS, L.P.
By: ▇.▇. ▇▇▇▇▇▇ Asia Equity, L.P.,
its General Partner
By: JPMP Asia Equity Company,
a Managing General Partner
By:
--------------------------------
Name:
Title:
SCHEDULE "A" TO THE AMENDING AGREEMENT DATED NOVEMBER 28, 2001
SCHEDULE "A"
TO THE ANNEXED INDENTURE DATED AS OF MARCH 8, 2000
BETWEEN TELESYSTEM INTERNATIONAL WIRELESS INC. AND
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, AS TRUSTEE, AS AMENDED
FORM OF DEBENTURES
NO. - TELESYSTEM INTERNATIONAL WIRELESS INC. US$-
(Incorporated under the laws of Canada)
7.75% CONVERTIBLE DEBENTURES SERIES A
Due March 9, 2010
TELESYSTEM INTERNATIONAL WIRELESS INC. (the "Company") for value received hereby
promises to pay to the registered Holder hereof on March 9, 2010 (the "Maturity
Date") or on such earlier date as the principal amount hereof may become due in
accordance with the provisions of the Indenture hereinafter mentioned, the sum
of
US DOLLARS (US$___________) in lawful money of the United States on presentation
and surrender of this Debenture at the principal office in New York, New York of
The Bank of Nova Scotia Trust Company of New York, and to pay interest on the
outstanding principal amount hereof at the rate of 7.75% per annum from
__________(1)or from the last interest payment date to which interest has been
paid or made available for payment on the outstanding Debentures, whichever is
later, at the said place, in like money in equal semi-annual installments in
arrears on September 9 and March 9 in each year commencing _____________(2)after
as well as before maturity and after as well as before default in payment of
principal or interest.
As interest on this Debenture becomes due, the Company (except in the case of
(i) interest payable at maturity, on conversion, on optional redemption or
pursuant to a Change of Control, (ii) interest payable pursuant to the Interest
in Kind Right and (iii) as may be otherwise agreed between a Holder and the
Company), the Company, at least three days prior to each Interest Payment Date,
shall forward or cause to be forwarded by prepaid post, to the Holder for the
time being of the Debenture, at his address appearing on the appropriate
register, or in the case of joint Holders, to the one whose name appears first
on such register, a cheque for such interest payable to the order of such Holder
or Holders and negotiable at par at each place at which interest upon this
Debenture is payable. The forwarding of such cheque shall satisfy and discharge
the liability for the interest on this Debenture to the extent of the sum
represented thereby unless such cheque be not paid on presentation. In the
circumstances set forth in the Indenture, a Holder
------------------------
(1) Insert "March 10, 2000" for Debentures issued on March 10, 2000 and all
Debentures issued upon exchange or transfer thereof (including Debentures
issued pursuant to the Second Amending Agreement). For Debentures issued
pursuant to the Interest in Kind Right, insert the date of original issuance
of such Debentures.
(2) Insert first regularly scheduled interest payment date after the date of
original issuance for Debentures issued pursuant to the Interest in Kind
Right. Insert "September 9, 2000" for all other Debentures.
shall be entitled to receive payment of such interest on the Interest Payment
Date by wire transfer to an account maintained by such Holder.
The Company may, at its option, elect to satisfy its obligation to pay interest
on this Debenture by delivering to the Holder, at such Holder's option, either
(i) that number of Subordinate Voting Shares freely tradeable under Applicable
Securities Legislation in Canada obtained by dividing the aggregate Interest
Amount due to that Holder by 95% of the Current Market Price of Subordinate
Voting Shares on the applicable Interest Payment Date, or (ii) that principal
amount of Debentures freely tradeable under Applicable Securities Legislation in
Canada equal to the aggregate Interest Amount due to that Holder, subject to the
denomination limitations described below.
The Company may elect to satisfy its obligation to pay the Redemption Amount of
the Debentures at maturity or upon a tender following a Change of Control by
delivering a number of Subordinate Voting Shares to the Trustee for sale such
that the proceeds thereof equal the Redemption Amount. Upon receipt by the
Trustee of such proceeds, the sole right of a holder of a Debenture in respect
of the Redemption Amount will be to receive cash from the Trustee from the
proceeds of the sale of such Subordinate Voting Shares.
This Debenture is one of the 7.75% Convertible Debentures due March 8, 2010 in
the aggregate initial principal amount of US$150,000,000 in lawful money of the
United States issued under an Indenture (the "INDENTURE") dated as of March 8,
2000 and made between the Company and The Bank of Nova Scotia Trust Company of
New York, as Trustee, as amended. Reference is hereby made to the Indenture for
a description of the rights of the Holders of the said Debentures, of the
Company and of the Trustee and of the terms and conditions upon which the
Debentures are issued and held, all to the same effect as if the provisions of
the Indenture were herein set forth, to all of which provisions the Holder of
this Debenture, by acceptance hereof, assents. All terms not otherwise defined
herein shall have the meanings ascribed thereto in the Indenture.
The Debentures are issuable as fully registered Debentures in denominations of
US$1,000 and integral multiples of US$1,000 and in other authorized
denominations. The Debentures of any authorized denomination may be exchanged,
as provided in the Indenture, for Debentures in same aggregate principal amount
in any other authorized denomination.
This Debenture and all other Debentures certified and issued under the Indenture
rank pari passu in accordance to their tenor without discrimination, preference
or priority. The payment of the principal and interest on the Debentures is
subordinated to the prior payment in full of Senior Liabilities. The Indenture
does not restrict the Company from incurring additional Indebtedness for
borrowed money or from mortgaging, pledging or charging its properties to secure
any Indebtedness.
At any time on or prior to the last Business Day before the Maturity Date, the
Holder shall have the right at its option to elect to convert this Debenture, or
any portion of the principal amount thereof which is an integral multiple of
US$1,000 into that number of fully paid and non-assessable Subordinate Voting
Shares equal to the product of (i) the quotient obtained by dividing the
principal amount of Debentures to be converted by US$1,000 and (ii) the
Subordinate Voting Share Rate in effect on the Conversion Date.
The Subordinate Voting Share Rate means 4.73968, as may be adjusted from time to
time pursuant to the terms of the Indenture.
Subject to the ESD Indenture Amendment, each Holder shall convert, on the Units
Issuer Bid Closing Date and simultaneously with the conversion of all
outstanding Multiple Voting Shares into Subordinate Voting Shares, all of its
outstanding Debentures plus any and all accrued but unpaid interest thereon,
excluding the interest on such accrued interest, into that number of fully paid
and non-assessable Subordinate Voting Shares equal to the product of (i) the
quotient obtained by dividing the principal amount of Debentures outstanding
plus the Capitalized Interest by $1,000 and (ii) the Conditional Conversion
Rate. The Conditional Conversion Rate means 495.77448 as may be adjusted from
time to time pursuant to the terms of the Indenture. For the avoidance of doubt,
following such conditional conversion, any interest accrued from and including
September 9, 2001 and up to and including the Conversion Date, but excluding the
interest on the Capitalized Interest, shall be deemed cancelled and waived and
shall not, then or in the future, be due and payable.
In order to exercise the optional conversion privilege, or following the
conditional conversion, herein provided for, the Holder of any Debenture to be
converted or deemed converted, as the case may be, shall surrender such
Debenture to the Trustee at its principal corporate trust office in New York
City or at such other place or places if any that are designated by the Company
with the approval of the Trustee, with the notice of exercise, in the case of
the optional conversion, (a "CONVERSION NOTICE") duly completed by such Holder
or such Holder's duly authorized executors, administrators or other legal
representative or attorney duly appointed by any individual in writing in the
form and executed in the manner satisfactory to the Trustee acting reasonably,
specifying the portion of the principal amount thereof which is to be converted.
If any Subordinate Voting Shares into which such Debenture is to be converted
are to be issued to a person or persons other than the registered Holder of such
Debenture, such Debenture shall be accompanied by payment from the
Debentureholder to the Trustee of any transfer tax or government or other charge
which may be payable by reason thereof. The completion by the Holder of any
Debenture of the Conversion Notice, in the case of the optional conversion, and
the surrender of said Debenture shall be deemed and constitute a contract
between the Holder of such Debenture (or such Holder's executors, administrators
of other legal representative or attorney duly appointed as the case may be) and
the Company whereby:
(a) the Holder of such Debenture subscribes for the number of
Subordinate Voting Shares which it shall be entitled to receive
upon such conversion;
(b) the Holder of such Debenture releases the Company from all
liability thereon or from all liability with respect to the
portion of the principal amount thereof to be converted, as the
case may be; and
(c) the Company agrees that the surrender of such Debenture for
conversion constitutes full payment of the subscription price
for the Subordinate Voting Shares issuable on such conversion.
The Company shall have the right at its option to redeem all, but not less than
all, of the Debentures outstanding hereunder on or after the fifth anniversary
date of this Indenture and before the Maturity Date upon payment in lawful money
of the United States of an amount for each US$1,000 principal amount of
Debentures to be redeemed, equal to the aggregate of (i) US$1,000 and (ii) all
accrued and unpaid interest thereon to but excluding the date fixed for
redemption (the "REDEMPTION AMOUNT"), which date shall be an Interest Payment
Date. The Company shall satisfy the Redemption Amount, at its option, either in
cash or by the delivery of that number of freely tradeable Subordinate Voting
Shares free of resale restrictions under Applicable Securities Legislation in
Canada as provided in section 3.7 of the Indenture provided, however, that such
right of redemption by the delivery of Subordinate Voting Shares may only be
exercised if the Weighted Average Trading Price of the Subordinate Voting Shares
(as defined in the Indenture) is, equal to or greater than the Threshold Price.
The Threshold Price is US$274.280, as may be adjusted from time to time pursuant
to the terms of the Indenture.
Upon a Change of Control, the Company shall offer to redeem this Debenture, in
whole or in part, for an amount equal to the Redemption Amount.
The Company shall also have the right to purchase for cancellation the
Debentures in the open market or by tender or by private contract at any price.
Debentures purchased by the Company shall be cancelled and shall not be
reissued.
The principal hereof may become or be declared due before the stated maturity on
the conditions, in the manner, with the effect and at the time set forth in the
Indenture.
The Indenture contains provisions for the holding of meetings of
Debentureholders and rendering resolutions passed at such meetings and
instruments in writing signed by the Holders of 66-2/3% of the Debentures
outstanding binding upon all Debentureholders subject to the provision of the
Indenture.
This Debenture may only be transferred upon compliance with the conditions
precedent in the Indenture on one of the registers to be kept at the offices of
the Trustee in New York City and in such other place or places as the Company
with the approval of the Trustee may designate, and/or by such other registrar
or registrars, if any, as the Company with the approval of the Trustee may
designate, and may be exchanged at any such place, by the registered Holder
hereof or his executors or administrators or other legal representatives or his
or their attorney duly appointed by an instrument in writing in form and
execution satisfactory to the Trustee, and upon compliance with such reasonable
requirements as the Trustee and/or other registrar may prescribe, and such
transfer shall be duly noted thereon by the Trustee or other registrar.
This Debenture shall not become obligatory for any purpose until it shall have
been certified by the Trustee for the time being under the Indenture.
The Holder of this Debenture, by receiving and holding same, hereby accepts and
agrees to be bound by the terms, and to be entitled to the benefits of this
Debenture and of the Indenture and confirms the appointment of the Trustee as
attorney of the Holder of the Debenture to the extent necessary for the purposes
hereof and of the Indenture, the whole in accordance with and subject to the
respective provisions thereof.
IN WITNESS WHEREOF TELESYSTEM INTERNATIONAL WIRELESS INC. has caused this
Debenture to be signed by its Vice-President - Finance and by its General
Counsel and Secretary.
DATED as of the ____th day of________ .(3)
TELESYSTEM INTERNATIONAL
WIRELESS INC.
By:
----------------------------------
Vice-President - Finance
----------------------------------
By: General Counsel and Secretary
------------------------
(3) Insert "March 10, 2000" for Debentures issued on March 10, 2000 and all
Debentures issued upon exchange or transfer thereof (including Debentures
issued pursuant to the Second Amending Agreement). For Debentures issued
pursuant to the Additional Purchase Option or the Interest in Kind Right,
insert the date of original issuance of such Debentures.
FORM OF TRUSTEE'S CERTIFICATE
TRUSTEE'S CERTIFICATE
This Debenture is one of the 7.75% Convertible Debentures referred to in
the Indenture within mentioned.
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK, Trustee
By:
---------------------------------
Authorized Signing Officer
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_______________________________________, whose address and social insurance
number, if applicable, are set forth below, this Debenture (or US$- principal
amount hereof of 7.75% Convertible Debentures, Series A due 2010) of TELESYSTEM
INTERNATIONAL WIRELESS INC. standing in the name(s) of the undersigned in the
register maintained by the Company with respect to such Debenture and does
hereby irrevocably constitute and appoint ______________________________________
Attorney to transfer such Debenture in such register, with full power of
substitution in the premises.
Dated: ____________________
Address of Transferee:
Social Insurance Number of Transferee, if applicable: __________________________
* If less than the full principal amount of the Debenture is to be
transferred, indicate in the space provided the principal amount (which
must be US$1,000 or an integral multiple thereof) to be transferred.
1. The signature(s) to this assignment must correspond with the name(s) as
written upon the face of this Debenture in every particular without
alteration or any change whatsoever. The signature(s) must be guaranteed
by an institution which is a participant in the securities transfer
agent medallion stamp program ("STAMP") or similar program. Notarized or
witnessed signatures are not acceptable as guaranteed signatures.
2. The registered Holder of this Debentures is responsible for the payment
of any documentary, stamp or other transfer taxes that may be payable in
respect of the transfer of this Debenture.
Signature Guaranteed:
Authorized Officer
SCHEDULE "B" TO THE AMENDING AGREEMENT DATED NOVEMBER 28, 2001
SCHEDULE "A"
TO THE ANNEXED INDENTURE DATED AS OF MARCH 8, 2000
BETWEEN TELESYSTEM INTERNATIONAL WIRELESS INC. AND
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, AS TRUSTEE, AS AMENDED
FORM OF DEBENTURES
NO. - TELESYSTEM INTERNATIONAL WIRELESS INC. US$-
(Incorporated under the laws of Canada)
7.75% CONVERTIBLE DEBENTURES SERIES B
Due March 9, 2010
TELESYSTEM INTERNATIONAL WIRELESS INC. (the "Company") for value received hereby
promises to pay to the registered Holder hereof on March 9, 2010 (the "Maturity
Date") or on such earlier date as the principal amount hereof may become due in
accordance with the provisions of the Indenture hereinafter mentioned, the sum
of
US DOLLARS (US$___________) in lawful money of the United States on presentation
and surrender of this Debenture at the principal office in New York, New York of
The Bank of Nova Scotia Trust Company of New York, and to pay interest on the
outstanding principal amount hereof at the rate of 7.75% per annum from
____________(1) or from the last interest payment date to which interest has
been paid or made available for payment on the outstanding Debentures, whichever
is later, at the said place, in like money in equal semi-annual installments in
arrears on September 9 and March 9 in each year commencing ___________ (2) after
as well as before maturity and after as well as before default in payment of
principal or interest.
As interest on this Debenture becomes due, the Company (except in the case of
(i) interest payable at maturity, on conversion, on optional redemption or
pursuant to a Change of Control, (ii) interest payable pursuant to the Interest
in Kind Right and (iii) as may be otherwise agreed between a Holder and the
Company), the Company, at least three days prior to each Interest Payment Date,
shall forward or cause to be forwarded by prepaid post, to the Holder for the
time being of the Debenture, at his address appearing on the appropriate
register, or in the case of joint Holders, to the one whose name appears first
on such register, a cheque for such interest payable to the order of such Holder
or Holders and negotiable at par at each place at which interest upon this
Debenture is payable. The forwarding of such cheque shall satisfy and discharge
the liability for the interest on this Debenture to the extent of the sum
represented thereby unless such cheque be not paid on presentation. In the
circumstances set forth in the Indenture, a Holder
------------------------
(1) Insert "March 10, 2000" for Debentures issued on March 10, 2000 and all
Debentures issued upon exchange or transfer thereof (including Debentures
issued pursuant to the Second Amending Agreement). For Debentures issued
pursuant to the Interest in Kind Right, insert the date of original issuance
of such Debentures.
(2) Insert first regularly scheduled interest payment date after the date of
original issuance for Debentures issued pursuant to the Interest in Kind
Right. Insert "September 9, 2000" for all other Debentures.
shall be entitled to receive payment of such interest on the Interest Payment
Date by wire transfer to an account maintained by such Holder.
The Company may, at its option, elect to satisfy its obligation to pay interest
on this Debenture by delivering to the Holder, at such Holder's option, either
(i) that number of Subordinate Voting Shares freely tradeable under Applicable
Securities Legislation in Canada obtained by dividing the aggregate Interest
Amount due to that Holder by 95% of the Current Market Price of Subordinate
Voting Shares on the applicable Interest Payment Date, or (ii) that principal
amount of Debentures freely tradeable under Applicable Securities Legislation in
Canada equal to the aggregate Interest Amount due to that Holder, subject to the
denomination limitations described below.
The Company may elect to satisfy its obligation to pay the Redemption Amount of
the Debentures at maturity or upon a tender following a Change of Control by
delivering a number of Subordinate Voting Shares to the Trustee for sale such
that the proceeds thereof equal the Redemption Amount. Upon receipt by the
Trustee of such proceeds, the sole right of a holder of a Debenture in respect
of the Redemption Amount will be to receive cash from the Trustee from the
proceeds of the sale of such Subordinate Voting Shares.
This Debenture is one of the 7.75% Convertible Debentures due March 9, 2010 in
the aggregate initial principal amount of US$150,000,000 in lawful money of the
United States issued under an Indenture (the "INDENTURE") dated as of March 8,
2000 and made between the Company and The Bank of Nova Scotia Trust Company of
New York, as Trustee, as amended. Reference is hereby made to the Indenture for
a description of the rights of the Holders of the said Debentures, of the
Company and of the Trustee and of the terms and conditions upon which the
Debentures are issued and held, all to the same effect as if the provisions of
the Indenture were herein set forth, to all of which provisions the Holder of
this Debenture, by acceptance hereof, assents. All terms not otherwise defined
herein shall have the meanings ascribed thereto in the Indenture.
The Debentures are issuable as fully registered Debentures in denominations of
US$1,000 and integral multiples of US$1,000 and in other authorized
denominations. The Debentures of any authorized denomination may be exchanged,
as provided in the Indenture, for Debentures in same aggregate principal amount
in any other authorized denomination.
This Debenture and all other Debentures certified and issued under the Indenture
rank pari passu in accordance to their tenor without discrimination, preference
or priority. The payment of the principal and interest on the Debentures is
subordinated to the prior payment in full of Senior Liabilities. The Indenture
does not restrict the Company from incurring additional Indebtedness for
borrowed money or from mortgaging, pledging or charging its properties to secure
any Indebtedness.
At any time on or prior to the last Business Day before the Maturity Date, the
Holder shall have the right at its option to elect to convert this Debenture, or
any portion of the principal amount thereof which is an integral multiple of
US$1,000 into that number of fully paid and non-assessable Subordinate Voting
Shares equal to the product of (i) the quotient obtained by dividing the
principal amount of Debentures to be converted by US$1,000 and (ii) the
Subordinate Voting Share Rate in effect on the Conversion Date.
The Subordinate Voting Share Rate means 4.73968, as may be adjusted from time to
time pursuant to the terms of the Indenture.
Subject to the ESD Indenture Amendment, each Holder shall convert, on the Units
Issuer Bid Closing Date and simultaneously with the conversion of all
outstanding Multiple Voting Shares into Subordinate Voting Shares, all of its
outstanding Debentures plus any and all accrued but unpaid interest thereon,
excluding the interest on such accrued interest, into that number of fully paid
and non-assessable Subordinate Voting Shares equal to the product of (i) the
quotient obtained by dividing the principal amount of Debentures outstanding
plus the Capitalized Interest by $1,000 and (ii) the Conditional Conversion
Rate. The Conditional Conversion Rate means 495.77448 as may be adjusted from
time to time pursuant to the terms of the Indenture. For the avoidance of doubt,
following such conditional conversion, any interest accrued from and including
September 9, 2001 and up to and including the Conversion Date, but excluding the
interest on the Capitalized Interest, shall be deemed cancelled and waived and
shall not, then or in the future, be due and payable.
In order to exercise the optional conversion privilege, or following the
conditional conversion, herein provided for, the Holder of any Debenture to be
converted or claimed converted, as the case may be, shall surrender such
Debenture to the Trustee at its principal corporate trust office in New York
City or at such other place or places if any that are designated by the Company
with the approval of the Trustee, with the notice of exercise, in the case of
the optional conversion, (a "CONVERSION NOTICE") duly completed by such Holder
or such Holder's duly authorized executors, administrators or other legal
representative or attorney duly appointed by any individual in writing in the
form and executed in the manner satisfactory to the Trustee acting reasonably,
specifying the portion of the principal amount thereof which is to be converted.
If any Subordinate Voting Shares into which such Debenture is to be converted
are to be issued to a person or persons other than the registered Holder of such
Debenture, such Debenture shall be accompanied by payment from the
Debentureholder to the Trustee of any transfer tax or government or other charge
which may be payable by reason thereof. The completion by the Holder of any
Debenture of the Conversion Notice, in the case of the optional conversion, and
the surrender of said Debenture shall be deemed and constitute a contract
between the Holder of such Debenture (or such Holder's executors, administrators
of other legal representative or attorney duly appointed as the case may be) and
the Company whereby:
(a) the Holder of such Debenture subscribes for the number of
Subordinate Voting Shares which it shall be entitled to receive
upon such conversion;
(b) the Holder of such Debenture releases the Company from all
liability thereon or from all liability with respect to the
portion of the principal amount thereof to be converted, as the
case may be; and
(c) the Company agrees that the surrender of such Debenture for
conversion constitutes full payment of the subscription price
for the Subordinate Voting Shares issuable on such conversion.
The Company shall have the right at its option to redeem all, but not less than
all, of the Debentures outstanding hereunder on or after the fifth anniversary
date of this Indenture and before the Maturity Date upon payment in lawful money
of the United States of an amount for each US$1,000 principal amount of
Debentures to be redeemed, equal to the aggregate of (i) US$1,000 and (ii) all
accrued and unpaid interest thereon to but excluding the date fixed for
redemption (the "REDEMPTION AMOUNT"), which date shall be an Interest Payment
Date. The Company shall satisfy the Redemption Amount, at its option, either in
cash or by the delivery of that number of freely tradeable Subordinate Voting
Shares free of resale restrictions under Applicable Securities Legislation in
Canada as provided in section 3.7 of the Indenture provided, however, that such
right of redemption by the delivery of Subordinate Voting Shares may only be
exercised if the Weighted Average Trading Price of the Subordinate Voting Shares
(as defined in the Indenture) is, equal to or greater than the Threshold Price.
The Threshold Price is US$274.280, as may be adjusted from time to time pursuant
to the terms of the Indenture.
Upon a Change of Control, the Company shall offer to redeem this Debenture, in
whole or in part, for an amount equal to the Redemption Amount.
The Company shall also have the right to purchase for cancellation the
Debentures in the open market or by tender or by private contract at any price.
Debentures purchased by the Company shall be cancelled and shall not be
reissued.
The principal hereof may become or be declared due before the stated maturity on
the conditions, in the manner, with the effect and at the time set forth in the
Indenture.
The Indenture contains provisions for the holding of meetings of
Debentureholders and rendering resolutions passed at such meetings and
instruments in writing signed by the Holders of 66-2/3% of the Debentures
outstanding binding upon all Debentureholders subject to the provision of the
Indenture.
This Debenture may only be transferred upon compliance with the conditions
precedent in the Indenture on one of the registers to be kept at the offices of
the Trustee in New York City and in such other place or places as the Company
with the approval of the Trustee may designate, and/or by such other registrar
or registrars, if any, as the Company with the approval of the Trustee may
designate, and may be exchanged at any such place, by the registered Holder
hereof or his executors or administrators or other legal representatives or his
or their attorney duly appointed by an instrument in writing in form and
execution satisfactory to the Trustee, and upon compliance with such reasonable
requirements as the Trustee and/or other registrar may prescribe, and such
transfer shall be duly noted thereon by the Trustee or other registrar.
This Debenture shall not become obligatory for any purpose until it shall have
been certified by the Trustee for the time being under the Indenture.
The Holder of this Debenture, by receiving and holding same, hereby accepts and
agrees to be bound by the terms, and to be entitled to the benefits of this
Debenture and of the Indenture and confirms the appointment of the Trustee as
attorney of the Holder of the Debenture to the extent necessary for the purposes
hereof and of the Indenture, the whole in accordance with and subject to the
respective provisions thereof.
IN WITNESS WHEREOF TELESYSTEM INTERNATIONAL WIRELESS INC. has caused this
Debenture to be signed by its Vice-President - Finance and by its
Vice-President, General Counsel and Secretary.
DATED as of the ________th day of __________(3)
TELESYSTEM INTERNATIONAL
WIRELESS INC.
By:
-------------------------------
Vice-President - Finance
By:
-------------------------------
General Counsel and Secretary
------------------------
(3) Insert "March 10, 2000" for Debentures issued on March 10, 2000 and all
Debentures issued upon exchange or transfer thereof (including Debentures
issued pursuant to the Second Amending Agreement). For Debentures issued
pursuant to the Interest in Kind Right, insert the date of original issuance
of such Debentures.
FORM OF TRUSTEE'S CERTIFICATE
TRUSTEE'S CERTIFICATE
This Debenture is one of the 7.75% Convertible Debentures referred to in
the Indenture within mentioned.
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK, Trustee
By:
----------------------------
Authorized Signing Officer
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_______________________________________, whose address and social insurance
number, if applicable, are set forth below, this Debenture (or US$- principal
amount hereof of 7.75% Convertible Debentures, Series B due 2010) of TELESYSTEM
INTERNATIONAL WIRELESS INC. standing in the name(s) of the undersigned in the
register maintained by the Company with respect to such Debenture and does
hereby irrevocably constitute and appoint ______________________________________
Attorney to transfer such Debenture in such register, with full power of
substitution in the premises.
Dated: ____________________
Address of Transferee:
Social Insurance Number of Transferee, if applicable: __________________________
* If less than the full principal amount of the Debenture is to be
transferred, indicate in the space provided the principal amount (which
must be US$1,000 or an integral multiple thereof) to be transferred.
1. The signature(s) to this assignment must correspond with the name(s) as
written upon the face of this Debenture in every particular without
alteration or any change whatsoever. The signature(s) must be guaranteed
by an institution which is a participant in the securities transfer
agent medallion stamp program ("STAMP") or similar program. Notarized or
witnessed signatures are not acceptable as guaranteed signatures.
2. The registered Holder of this Debentures is responsible for the payment
of any documentary, stamp or other transfer taxes that may be payable in
respect of the transfer of this Debenture.
Signature Guaranteed:
Authorized Officer
