Exhibit 2.1  CONFORMED COPY  Dated 7 January 2005   MILLICOM INTERNATIONAL CELLULAR
S.A.  and  THE BANK OF NEW YORK   TRUST DEED   constituting
U.S.$200,000,000 4.00 per cent. Convertible Bonds due 2010
convertible into 
Ordinary Shares in the form of Ordinary Shares or Swedish Depositary Receipts 
of 
Millicom International Cellular S.A.     Ref: KJT/EXM


This Trust Deed is made on 7 January 2005 between:  (1)MILLICOM INTERNATIONAL
CELLULAR S.A.(the Issuer), registered in the Grand Duchy of
Luxembourg with the Luxembourg trade and companies register under registration
number B.40.630, whose registered office is at 75, route de Longwy, L-8080
Bertrange, Luxembourg; and  (2)THE BANK OF NEW YORKacting through its office at One Canada
Square, London E14 5AL, United Kingdom (the Trustee,
which expression shall, where the context so admits, include all persons for
the time being the trustee or trustees of this Trust Deed).  Whereas:  (A)The Issuer has by a resolution of its Board of
Directors passed on 28 November 2004 authorised the issue of U.S.$200,000,000
4.00 per cent. Convertible Bonds due 2010 (which includes U.S.$25,000,000 in
aggregate principal amount issued pursuant to the Option described below) to be
constituted by this Trust Deed.  (B)The Trustee has agreed to act as trustee of this
Trust Deed on the following terms and conditions.  Now this Deed
witnessesand it is hereby agreed and declared as follows:  1Interpretation  1.1Definitions  Expressions defined in the
Conditions (as defined below), unless otherwise defined in the body of this
Trust Deed, have the meaning given to them in the Conditions. In addition, the
following expressions shall have the following meanings:  Agents
means, in relation to the Bonds, the Paying, Transfer and Conversion Agents and
the Registrar and, in relation to any Further Bonds, means any agent appointed
in relation to them;  Auditors
means the auditors for the time being of the Issuer or, if they are unable or
unwilling to carry out any action requested of them under this Trust Deed or
the Bonds, such other firm of accountants selected by the Issuer and approved
in writing by the Trustee for the purpose;  Bondholder
and (in relation to a Bond) holder
means a person in whose name a Bond is registered in the register of
Bondholders;  Bonds
means the Original Bonds and/or as the context may require any Further Bonds,
except that, in Schedules 1 and 2, Bonds
means the Original Bonds;  Clearstream,
Luxembourg means Clearstream Banking, société anonyme;  Closing
Date means 7 January 2005;  Conditions
means, in relation to the Original Bonds, the terms and conditions set out in
Schedule 4 and, with respect to any Further Bonds, the terms and conditions set
out in a schedule to the supplemental trust deed constituting such Further
Bonds as any of the same may from time to time be modified in accordance with
the provisions thereof and/or of this Trust Deed, and references in this Trust
Deed to a particular numbered Condition shall, in relation to the Original
Bonds, be construed accordingly and shall, in relation to  1


any Further Bonds, be construed as
a reference to the provision (if any) in the Conditions thereof which
corresponds to the particular Condition of the Original Bonds;  Depositary
means Fischer Partners Fondkommission AB as Swedish depositary under the
Swedish Deposit Agreement, or the successor from time to time in such capacity;  Euroclear
means Euroclear Bank S.A./N.V., as operator of the Euroclear system;  Event
of Default means any of the events described in Condition 10;  Extraordinary
Resolution has the meaning set out in paragraph 21 of Schedule 3;  Further
Bonds means any further bonds, notes or debentures issued in accordance
with the provisions of Clause 5 and constituted by a deed supplemental to this
Trust Deed;  Global
Bond means the Original Global Bond and/or as the context may
require any other global bond representing Further Bonds or any of them;  Morgan Stanley means Morgan Stanley & Co.
International Limited;  Officer
means any of the President, Chief Executive Officer and the Chief Financial
Controller of the Issuer;  Option
means the option granted by the Issuer to Morgan Stanley in the Subscription Agreement
to require the issue of the Optional Bonds, which was exercised on 2 December
2004;  Optional
Bonds means the U.S.$25,000,000 in aggregate principal amount of
the Bonds issued pursuant to the exercise of the Option;  Ordinary
Shares means fully paid shares of common stock of the capital of
the Issuer currently with a par value of U.S.$1.50 each;  Original
Bonds means the 4.00 per cent. Convertible Bonds due 2010 (which
includes the Optional Bonds) constituted by this Trust Deed and for the time
being outstanding (being on the date hereof U.S.$200,000,000 in principal
amount) or, as the context may require, a specific number of them and includes
any replacement Bonds issued pursuant to Condition 13 and (except for the
purposes of Clauses 3.1, 3.2 and 3.3) the Original Global Bond;  Original
Bondholders means the holders for the time being of Original Bonds;  outstanding
means, in relation to the Bonds, all the Bonds issued other than (a) those
which have been redeemed, (b) those in respect of which Conversion Rights have
been exercised and the Issuers obligations in relation thereto have been duly
performed, (c) those in respect of which the date for redemption in accordance
with the Conditions has occurred and the redemption moneys (including all
interest accrued on such Bonds to the date for such redemption and any interest
payable under Condition 5 after such date) have been duly paid to the relevant
Bondholder or on its behalf or to the Trustee or to the Principal Paying,
Transfer and Conversion Agent as provided in Clause 2 and remain available for
payment against presentation and surrender of Bonds, (d) those which have
become void or those in respect of which claims have become prescribed under
Condition 12, (e) those mutilated or defaced Bonds which have been surrendered
in exchange for replacement Bonds pursuant to Condition 13, (f) (for the
purpose only of determining how many Bonds are outstanding and without
prejudice to their status for any other purpose) those Bonds alleged to have
been lost, stolen or destroyed and in respect of which  2


replacement Bonds have been issued
pursuant to Condition 13, (g) those which have been purchased and cancelled as
provided in the Conditions, (h) the Global Bond to the extent that it shall
have been exchanged for definitive registered Bonds pursuant to its provisions;
provided that for the purposes of (i) ascertaining the right to attend and vote
at any meeting of the Bondholders, (ii) the determination of how many Bonds are
outstanding for the purposes of Conditions 7, 10, 14 and 15 and Schedule 3,
(iii) the exercise of any discretion, power or authority which the Trustee is
required, expressly or impliedly, to exercise in or by reference to the interests
of the Bondholders and (iv) the certification (where relevant) by the Trustee
as to whether a Potential Event of Default is in its opinion materially
prejudicial to the Bondholders, those Bonds (if any) which are beneficially
held by, or are held on behalf of the Issuer or any of its Subsidiaries and not
yet cancelled shall be deemed not to remain outstanding;  Paying,
Transfer and Conversion Agency Agreement means the Paying, Transfer
and Conversion Agency Agreement dated 7 January 2005, as amended from time to
time, between the Issuer, the Trustee, the Paying, Transfer and Conversion
Agents and the Registrar whereby the initial Paying, Transfer and Conversion
Agents and the Registrar were appointed in relation to the Original Bonds
together with any agreement for the time being in force amending or modifying
with the approval of the Trustee the aforesaid agreement;  Paying,
Transfer and Conversion Agents means in relation to the Original
Bonds the banks referred to as such in the Conditions (including the Principal
Paying, Transfer and Conversion Agent in respect of the Original Bonds) and, in
relation to any Further Bonds, the Paying, Transfer and Conversion Agent
appointed in respect of such Further Bonds and in each case any Successor
Paying, Transfer and Conversion Agent;  Potential
Event of Default means an event or circumstance which could, with
the giving of notice, lapse of time, issue of a certificate and/or the
fulfilment of any other requirement provided for in Condition 10, become an Event
of Default;  Principal
Paying, Transfer and Conversion Agent means The Bank of New York,
at its specified office, in its capacity as Principal Paying, Transfer and
Conversion Agent (in respect of the Original Bonds) and, in relation to any
Further Bonds, the Paying, Transfer and Conversion Agent appointed in respect
of such Further Bonds and in each case any Successor Principal Paying, Transfer
and Conversion Agent;  Registrar
means in relation to the Original Bonds, The Bank of New York, at its specified
office or any successor Registrar appointed under the Paying, Transfer and
Conversion Agency Agreement and, in relation to any Further Bonds which are or
may be in registered form, such institution as shall be appointed Registrar for
such Further Bonds;  SDRs
means Swedish Depositary Receipts representing Ordinary Shares issued by the
Depositary pursuant to the Swedish Deposit Agreement;  Securities
Act means the U.S. Securities Act of 1933, as amended;  specified
office means, in relation to any Agent, either the office
identified with its name at the end of the Conditions or any other office
approved by the Trustee and notified to the Bondholders pursuant to Clause 9.10
and Condition 17;  Subscription
Agreement means the Agreement dated 1 December 2004 between the
Issuer and Morgan Stanley relating to the issue and subscription of the Bonds;  3


Successor
means, in relation to the Agents, such other or further person as may from time
to time be appointed by the Issuer as an Agent with the written approval of,
and on terms approved in writing by, the Trustee and notice of whose
appointment is given to Bondholders pursuant to Clause 9.10 and Condition 17;  Swedish
Deposit Agreement means the Swedish Deposit Agreement dated 5 March
2004 between the Issuer and the Depositary as the same may be amended, varied
or supplemented, and as amended and restated from time to time;  this
Trust Deed means this Trust Deed, and any other document executed
in accordance with this Trust Deed (as from time to time so altered) and
expressed to be supplemental to this Trust Deed; and  trust
corporation means a trust corporation (as defined in the Law of
Property Act 1925) or a corporation entitled to act as a trustee pursuant to
applicable foreign legislation relating to trustees.  1.2Construction of Certain References  References to:  1.2.1costs, charges, remuneration or
expenses shall include any amount in respect of value added tax, turnover tax
or similar tax charged in respect thereof;  1.2.2U.S.
dollars and U.S.$
are references to the lawful currency for the time being of the United States
of America;  1.2.3any action, remedy or method of
judicial proceedings for the enforcement of rights of creditors shall include,
in respect of any jurisdiction other than England and Wales, references to such
action, remedy or method of judicial proceedings for the enforcement of rights
of creditors available or appropriate in such jurisdiction as shall most nearly
approximate thereto and any other similar, analogous or corresponding event
under the insolvency laws of any applicable jurisdiction;  1.2.4words denoting the singular number only
shall include the plural number also and vice versa;  1.2.5words denoting one gender only shall
include the other gender;  1.2.6words denoting persons only shall
include firms and corporations and vice versa;  1.2.7any provision of any statute shall be
deemed also to refer to any statutory modification or re-enactment thereof or
any statutory instrument, order or regulation made thereunder or under such
modification or re-enactment;  1.2.8a bank or an investment bank may
include Morgan Stanley; and  1.2.9approval
not to be unreasonably withheld or delayed or like references mean,
in relation to the Trustee, that, in determining whether to give such approval,
the Trustee shall have regard to the interests of the Bondholders only and any
determination as to whether or not its approval is unreasonably withheld or
delayed shall be made on that basis.  1.3Headings  Headings shall be ignored in
construing this Trust Deed.  4


1.4Schedules  The Schedules as from time to time
altered in accordance with this Trust Deed are part of this Trust Deed and
shall have effect accordingly.  1.5Enforceability  If at any time any provision of
this Trust Deed is or becomes illegal, invalid or unenforceable in any respect
under the law of any jurisdiction, neither the legality, validity or enforceability
of the remaining provisions of this Trust Deed nor the legality, invalidity or
enforceability of such provision under the law of any other jurisdiction shall
in any way be affected or impaired thereby.  2Amount of the Bonds and Covenant to Pay  2.1Amount of the Bonds  The aggregate principal amount of
the Bonds is limited to U.S.$200,000,000 (including the Optional Bonds).  2.2Covenant to Pay  The Issuer covenants with the
Trustee that it will, on any date when the Original Bonds or any of them become
due to be redeemed in accordance with this Trust Deed or the Conditions,
unconditionally pay to or to the order of the Trustee in U.S. dollars in New
York City in same day funds the principal amount of the Original Bonds becoming
due for redemption on that date (together with interest, if any, in accordance
with the Conditions) and will (subject to the Conditions) until such payment
(both before and after judgment) unconditionally pay to or to the order of the
Trustee as aforesaid interest on the aggregate principal amount of the Original
Bonds outstanding as set out in Condition 5 provided that (1) every payment of
any sum due in respect of the Original Bonds made to or to the account of the
Principal Paying, Transfer and Conversion Agent as provided in the Paying,
Transfer and Conversion Agency Agreement shall, to such extent, satisfy such
obligation except to the extent that there is failure in its subsequent payment
to the relevant Original Bondholders and (2) in the event that (following, if
so required, due presentation of an Original Bond) upon redemption, payment of
the principal amount is improperly withheld or refused such Original Bond will
continue to bear interest as aforesaid until the day after the Original
Bondholders have been or are deemed to have been notified of receipt by the
Trustee or the Principal Paying, Transfer and Conversion Agent of all sums due
in respect of the Bonds up to that day (except to the extent that there is a
failure in the subsequent payment to the relevant holders under the
Conditions). The Trustee will hold the benefit of this covenant on trust for
the Original Bondholders.  2.3Discharge  Subject to Clause 2.4, any payment
to be made in respect of the Original Bonds by the Issuer or the Trustee may be
made as provided in the Conditions and any payment so made will (subject to
Clause 2.4) to such extent be a good discharge to the Issuer or the Trustee, as
the case may be.  2.4Payment after Default  2.4.1At any time after a Potential Event of
Default or an Event of Default has occurred, the Trustee may:  5


(i)by notice in writing to the Issuer and
the Agents, require the Agents, until notified by the Trustee to the contrary,
so far as permitted by any applicable law:  (a)to act thereafter as Agents of the
Trustee under this Trust Deed and the Bonds on the terms of the Paying,
Transfer and Conversion Agency Agreement (with consequential amendments as
necessary and except that the Trustees liability for the indemnification,
remuneration and all other out-of-pocket expenses of the Agents will be limited
to the amounts for the time being held by the Trustee in respect of the Bonds
on the terms of this Trust Deed) and thereafter to hold all Bonds and/or
Ordinary Shares in the form of Ordinary Shares and/or SDRs if any and all
moneys, documents and records held by them in respect of Bonds and/or Ordinary
Shares in the form of Ordinary Shares and/or SDRs if any to the order of the
Trustee; or  (b)to deliver all Bonds, all moneys,
documents and records held by them in respect of the Bonds and, if the Trustee
so directs in such notice or subsequently so directs, any Ordinary Shares in
the form of Ordinary Shares and/or SDRs held by them, to the Trustee or as the
Trustee directs provided that such notice shall be deemed not to apply to any
documents or records which the relevant Agent is obliged not to release by any
law or regulation; and  (ii)by notice in writing to the Issuer
require it to make all subsequent payments in respect of the Bonds to or to the
order of the Trustee and not to or to the account of the Principal Paying,
Transfer and Conversion Agent. With effect from the issue of any such notice to
the Issuer and until such time as the notice is withdrawn, proviso (1) to
Clause 2.2 shall not apply.  3Form of
Bonds  3.1The Global Bond  On issue of the Original Bonds,
the Original Global Bond will be issued representing the aggregate principal
amount of the Original Bonds and the Issuer shall procure that the appropriate
entries be made in the register of Bondholders by the Registrar to reflect the
issue of such Original Bonds. The Original Global Bond will be issued in the
name of a common depositary for Euroclear and Clearstream, Luxembourg or its
nominee. The issue of the Global Bond in names other than those of the common
depositary or its nominee is restricted as provided in the Global Bond. The
Original Bonds represented by the Global Bond shall be subject to their terms
in all respects and entitled to the same benefits under this Trust Deed as
individual Original Bonds.  3.2Definitive Bonds  Definitive Original Bonds in
registered form in authorised denominations, if issued, will be delivered upon
exchange of the Global Bond as provided therein. Such Original Bonds may be
printed or typed and need not be security printed unless otherwise required by
applicable stock exchange requirements.  6


3.3Form  Definitive Original Bonds and the
Global Bond will be in or substantially in the respective forms set out in
Schedules 1 and 2. The definitive Original Bonds will be endorsed with the
Conditions.  3.4Signature  The Global Bond will be signed
manually or in facsimile by one or more authorised directors or officers of the
Issuer duly authorised for the purpose or manually by any duly authorised
attorney of the Issuer and in any case will be authenticated manually by or on
behalf of the Registrar. The definitive Original Bonds (if issued) will be
signed manually or in facsimile by one or more authorised directors or duly
authorised officers of the Issuer and in any case will be authenticated
manually by or on behalf of the Registrar. The Issuer may use the facsimile
signature of any person who at the date of this Trust Deed is an authorised
director or a duly authorised Officer of the Issuer even if at the time of
issue of any Original Bond (including the Global Bond) he no longer holds such
office. Original Bonds (including the Global Bond) so executed and authenticated
will be binding and valid obligations of the Issuer.  4Tax  4.1Stamp Duties and Taxes  The Issuer will pay any stamp,
issue, registration, documentary or other similar taxes and duties, including
interest and penalties, payable in the United Kingdom, Belgium and Luxembourg
in respect of the creation, issue and offering of the Bonds, and the execution
or delivery of this Trust Deed. The Issuer will also indemnify the Trustee and
the Bondholders from and against all stamp, issue, registration, documentary or
other taxes paid by any of them in any jurisdiction in connection with any
action taken by or on behalf of the Trustee or, as the case may be, (where
entitled under Condition 15 to do so) the Bondholders to enforce the
obligations of the Issuer under this Trust Deed, the Paying, Transfer and
Conversion Agency Agreement or the Bonds.  4.2Change of Taxing Jurisdiction  If the Issuer becomes subject
generally to the taxing jurisdiction of a territory or a taxing authority of or
in that territory with power to tax other than or in addition to Luxembourg or
any such authority of or in such territory then the Issuer will (unless the
Trustee otherwise agrees) give the Trustee an undertaking satisfactory to the
Trustee in terms corresponding to the terms of Condition 9 with substitution
for, or (as the case may require) in addition to, the references in that
Condition to Luxembourg or of references to that other or additional territory
or authority to whose taxing jurisdiction the Issuer has become so subject. In such
event this Trust Deed and the Bonds will be read accordingly.  5Further
Issues  5.1Liberty to Create  The Issuer may from time to time
without the consent of the Bondholders create and issue Further Bonds having
the same terms and conditions in all respects as the Original Bonds (or in all
respects except for the first payment of interest on them) and so that such
Further  7


Bonds shall be consolidated and
form a single series with the Original Bonds or any Further Bonds.  5.2Means of Constitution  Any Further Bonds created and
issued pursuant to the provisions of Clause 5.1 above forming a single series
with the Original Bonds or Further Bonds of any series constituted by deed
supplemental to this Trust Deed, and any other Bonds of any series created and
issued pursuant to the provisions of Clause 5.1 above may, with the consent of
the Trustee, be so constituted. The Issuer shall prior to the issue of any
Further Bonds to be so constituted execute and deliver to the Trustee a deed
supplemental to this Trust Deed (if applicable duly stamped) and containing a
covenant by the Issuer in the form mutatis
mutandisof Clause 2 of this Trust Deed in relation to the principal
amount and interest in respect of such Further Bonds and such other provisions
(corresponding to any of the provisions contained in this Trust Deed) as the
Trustee shall require.  5.3Noting of Supplemental Deeds  A memorandum of every such
supplemental deed shall be endorsed by the Trustee on this Trust Deed and by
the Issuer on the duplicate(s) of this Trust Deed.  5.4Notice of Further Issues  Whenever it is proposed to create
and issue any Further Bonds, the Issuer shall give to the Trustee not less than
ten days notice in writing of its intention to do so, stating the amount of
Further Bonds proposed to be created or issued.  5.5Separate Series  Any Further Bonds not forming a
single series with the Original Bonds or Further Bonds of any series shall form
a separate series and accordingly, the provisions of Clause 5.2, Clauses 7 and
9 to 19 (inclusive) and Schedule 3 shall apply mutatis
mutandisseparately and independently to the Bonds of each series
and in such Clauses and Schedule the expressions Bonds and Bondholders
shall be construed accordingly.  6Application of Moneys received by the Trustee  6.1Declaration of Trust  All moneys received by the Trustee
in respect of the Original Bonds or amounts payable under this Trust Deed will,
regardless of any appropriation of all or part of them by the Issuer be held by
the Trustee (subject to the provisions of Clause 6.2) upon trust to apply them:  6.1.1first, in payment of all costs,
charges, expenses and liabilities properly incurred by the Trustee (including
remuneration payable to the Trustee) in carrying out its functions under this
Trust Deed;  6.1.2secondly, in payment of any amounts
owing in respect of the Bonds pari passu
and rateably; and  6.1.3thirdly, in payment of the balance (if
any) to the Issuer for itself.  Without prejudice to this Clause
6.1, if the Trustee holds any moneys which represent principal or interest or
other sums in respect of Bonds which have become void or in  8


respect of which claims have
become prescribed under Condition 12, the Trustee will hold such moneys upon
the trusts set out in Clause 6.1.1 and 6.1.3.  6.2Accumulation  If the amount of the moneys at any
time available for payment in respect of the Bonds under Clause 6.1 is less
than 10 per cent. of the principal amount of the Bonds then outstanding, the
Trustee may, at its discretion, invest such moneys. The Trustee may retain such
investments and accumulate the resulting income until the investments and the
accumulations, together with any other funds for the time being under the
control of the Trustee and available for such payment, amount to at least 10
per cent. of the principal amount of the Bonds then outstanding and then such
investments, accumulations and funds (after deduction of, or provision for, any
applicable taxes) will be applied as specified in Clause 6.1.  6.3Investment  Any moneys held by the Trustee may
be invested in the name or under the control of the Trustee in any investments
or other assets in any part of the world whether or not they produce income or
placed on deposit in the name or under the control of the Trustee at such bank
or other financial institution and in such currency as the Trustee may, in its
absolute discretion, think fit. If that bank or institution is the Trustee or
an associated company of the Trustee it shall not be liable to account for
interest at a rate greater than that payable by it to an independent customer
on a deposit of the type made. The Trustee may at any time vary or transpose
any such investments for or into other such investments or convert any moneys
so deposited into any other currency, and will not be responsible for any loss
occasioned thereby, whether by depreciation in value, fluctuation in exchange
rates or otherwise.  7Covenant to Comply with Provisions  The Issuer hereby covenants with
the Trustee that it will comply with and perform and observe all the provisions
of this Trust Deed which are expressed to be binding on it. The Conditions
shall be binding on the Issuer and the Bondholders. The Trustee shall be
entitled to enforce the obligations of the Issuer under the Bonds and the
Conditions as if the same were set out and contained in this Trust Deed which
shall be read and construed as one document with the Bonds. The provisions contained
in Schedule 3 shall have effect in the same manner as if herein set forth.  8Conversion  8.1Conversion Right  The holder of each Original Bond
will have the right (the Conversion Right)
to convert each U.S.$10,000 principal amount thereof into fully paid Ordinary
Shares and/or at the option of the relevant Bondholder SDRs representing fully
paid Ordinary Shares, at any time (subject to any applicable fiscal or other
laws or regulations and as provided in the Conditions) during the Conversion Period.  9


8.2Adjustment to the Conversion Price  The Issuer hereby undertakes to
and covenants with the Trustee that, so long as any of the Bonds remains
outstanding, it will whenever the Conversion Price falls to be adjusted
pursuant to the Conditions:  8.2.1as soon as practicable deliver to the
Trustee a certificate signed by two directors or duly authorised Officers of
the Issuer (which the Trustee shall be entitled to accept without further
enquiry as sufficient evidence of the correctness of the matters therein
referred to) setting forth brief particulars of the event giving rise to the
adjustment, the adjusted Conversion Price, the date on which the adjustment
takes effect and such other particulars and information as the Trustee may
reasonably require; and  8.2.2give notice to the Bondholders in
accordance with Condition 17 of the adjustment to the Conversion Price promptly
after the determination thereof and advising them of the date on which the relevant
adjustment is likely to become effective.  9Covenants  So long as any Bond is
outstanding, the Issuer will:  9.1Books of Account  keep, and procure that each
Significant Restricted Group Member keeps, proper books of account and, at any
time after the occurrence of an Event of Default or a Potential Event of
Default or if the Trustee reasonably believes that any such event has occurred,
so far as permitted by applicable law, allow, and procure that each Significant
Restricted Group Member will allow, the Trustee and anyone appointed by it to
whom the Issuer and each Significant Restricted Group Member has no reasonable
objection, access to the books of account of the Issuer and each Significant
Restricted Group Member, at all times during normal business hours;  9.2Notice of Events of Default; Change of Control  immediately (and in respect of a
Change of Control or a Change of Control Triggering Event, within 14 calendar
days of the first day on which it becomes aware of such occurrence) notify the
Trustee in writing upon becoming aware of the occurrence of any Event of
Default, Potential Event of Default, Change of Control or Change of Control
Triggering Event or breach of any undertaking under Condition 11 or of any
proposed redemption pursuant to Condition 7(b) or 7(c);  9.3Information  so far as permitted by applicable
law, give to the Trustee such information as it reasonably requires for the
performance and discharge of its functions;  9.4Financial Statements etc.  send to the Trustee at the time of
their issue in the case of annual financial statements and in any event within
180 days of the end of each financial year three copies in English of every
balance sheet, profit and loss account, and within 30 days of issue any report
or other notice, statement or circular issued, or that legally or contractually
should be issued,  10


to the shareholders or creditors
(or any class of them) of the Issuer generally in their capacity as such;  9.5Certificate of Directors/Duly Authorised Officers  send to the Trustee, within 30
days after its annual audited consolidated balance sheet and profit and loss
account being made available to its shareholders, and also within 14 days after
any request by the Trustee a certificate of the Issuer signed by any two of its
directors or duly authorised Officers on behalf of the Issuer to the effect
that, having made all reasonable enquiries, to the best of the knowledge,
information and belief of the Issuer as at a date (the Certification Date) being not more than
five days before the date of the certificate, no Event of Default or Potential
Event of Default or other breach of this Trust Deed had occurred since the date
of this Trust Deed or the Certification Date of the last such certificate (if
any) or, if such an event had occurred, giving details of it;  9.6Notices to Bondholders  send to the Trustee not less than
seven days before the date of publication, for the Trustees approval (such
approval not to constitute approval for the purposes of Section 21 of the
Financial Services and Markets Act 2000 of the United Kingdom (FSMA) of any such notice which is a
communication within the meaning of Section 21 of the FSMA), a copy of the form
of each notice to the Bondholders to be published in accordance with Condition
17 and upon publication two copies of each notice so published;  9.7Further Acts  so far as permitted by applicable
law, do all such further things as may be necessary in the opinion of the
Trustee to give effect to this Trust Deed;  9.8Notice of Late Payment  forthwith upon request by the
Trustee give notice to the Bondholders of any unconditional payment to the
Principal Paying, Transfer and Conversion Agent or the Trustee of any sum due
in respect of the Bonds made after the due date for such payment;  9.9Listing  use all reasonable endeavours to
maintain the listing of the Bonds on the Luxembourg Stock Exchange. If,
however, it is unable to do so, having used such endeavours, or if the Trustee
agrees that the maintenance of such listing is unduly onerous, and the Trustee
is satisfied that the interests of the Bondholders would not be thereby
materially prejudiced the Issuer will instead use all reasonable endeavours
promptly to obtain and maintain a listing of the Bonds and/or admission to
trading of the Bonds, on such other stock exchange as it may (with the written
approval of the Trustee, such approval not to be unreasonably withheld or
delayed) decide;  9.10Change
in Agents  give not less than 14 days prior
notice to the Bondholders of any future appointment or any resignation or
removal of any Agent or of any change by any Agent of its specified office and
not make any such appointment or removal without the written approval of the
Trustee;  11


9.11Bonds
held by the Issuer and its Subsidiaries  send to the Trustee as soon as
practicable after being so requested by the Trustee a certificate of the Issuer
signed by any two of its directors or duly authorised Officers on behalf of the
Issuer setting out the total number of Bonds which, at the date of such
certificate, were held by or on behalf of the Issuer or any of its Subsidiaries
and which have not been cancelled;  9.12Register  deliver or procure the delivery to
the Trustee of an up-to-date copy of the Register in respect of the Bonds,
certified as being a true, accurate and complete copy, at such times as the
Trustee may require;  9.13Significant
Restricted Group Members, Restricted Subsidiaries and Restricted Affiliates  give to the Trustee at the same
time as sending the certificate as referred to in Clause 9.5 or within 14 days
of a request by the Trustee, a certificate of the Issuer signed by any two of
its directors or duly authorised Officers on behalf of the Issuer listing those
Subsidiaries of the Issuer which as at the last day of the last financial year
of the Issuer or as at the date specified in such request were Significant
Restricted Group Members, Restricted Subsidiaries or Restricted Affiliates;  9.14Designation of Excluded Subsidiaries, Restricted
Affiliates and Securitisation Entities  upon designation of (i) a
Subsidiary as an Unrestricted Subsidiary, (ii) a Minority Owned Affiliate as a
Restricted Affiliate, or (iii) a Subsidiary as a Securitisation Entity,
promptly deliver to the Trustee an Officers Certificate certifying that such
designation complied with the Conditions and including a certified copy of the
Board Resolution approving such designation.  9.15Redemption
for Taxation Reasons  prior to the giving of any Tax
Redemption Notice pursuant to Condition 7(c):  9.15.1in accordance with the obligation
referred to in Condition 7(c)(1), satisfy the Trustee that immediately prior to
the giving of such Tax Redemption Notice that it has or will become obliged to
pay Additional Amounts as defined in Condition 9 as a result of a change in, or
amendment to, the laws or regulations of Luxembourg or any political
sub-division or any authority thereof or therein having power to tax, or any
change in the application or official interpretation of such laws or
regulations, which change or amendment becomes effective on or after 1 December
2004; and  9.15.2deliver to the Trustee a certificate
signed by two directors or duly authorised Officers of the Issuer stating that
the obligation to pay Additional Amounts referred to in Condition 7(c)(1)
cannot be avoided by the Issuer taking reasonable measures available to it and
the Trustee shall, without enquiring and without any liability therefore, be
entitled to accept such certificate as sufficient evidence of the satisfaction
of the condition precedent set out in Condition 7(c)(2) in which event it shall
be conclusive and binding on the Bondholders.  12


10Remuneration and Indemnification of the Trustee  10.1Normal
Remuneration  So long as any Bond is
outstanding, the Issuer will pay to the Trustee by way of remuneration for its
services as Trustee such sum on such dates as may from time to time be agreed
between them. Such remuneration will accrue from day to day from the date of
this Trust Deed. However, if any payment to a Bondholder of the moneys due in
respect of any Bond is improperly withheld or refused, such remuneration will
continue to accrue as from the date of such withholding or refusal until
payment to such Bondholder is duly made.  10.2Extra
Remuneration  At any time after the occurrence
of an Event of Default or a Potential Event of Default or if the Trustee finds
it expedient in the interests of Bondholders or necessary, or is requested by
the Issuer, to undertake duties which the Trustee considers to be of an
exceptional nature or otherwise outside the scope of the normal duties of the
Trustee under this Trust Deed, the Issuer will pay such additional remuneration
as may be agreed between them or, failing agreement as to any of the matters in
this Clause (or as to such sums referred to in Clause 10.1), as determined by
an independent investment bank or securities firm of international repute in
London (acting as an expert and not as an arbitrator) selected by the Trustee
and approved by the Issuer or, failing such approval, nominated by the
President for the time being of The Law Society of England and Wales, the
expenses involved in such selection and approval and the fee of such
independent investment bank being borne by the Issuer. The determination of
such independent investment bank will, in the absence of manifest error, be
conclusive and binding on the Issuer, the Trustee and the Bondholders.  10.3Expenses  The Issuer will also on written
demand by the Trustee pay or discharge all costs, charges, liabilities and
expenses properly incurred by the Trustee in relation to the preparation and
execution of this Trust Deed and the carrying out of its functions under this
Trust Deed including, but not limited to, legal and travelling expenses and any
capital, stamp, registration, documentary or other taxes or duties properly
paid by the Trustee in connection with any legal proceedings brought or
contemplated by the Trustee against the Issuer for enforcing any obligation
under this Trust Deed, the Paying, Transfer and Conversion Agency Agreement, or
the Bonds. Such costs, charges, liabilities and expenses will:  10.3.1in the case of payments made by the
Trustee prior to such demand (if not paid within three days of such demand)
carry interest from the date on which the demand is made at the rate of two per
cent. per annum over the base rate of The Bank of New York on the date on which
such payments were made by the Trustee and  10.3.2in all other cases will carry interest
at such rate from 30 days after the date on which the demand is made or (where
the demand specifies that payment is to be made on an earlier date) from such
earlier date.  13


10.4Indemnity  The Issuer will on demand by the
Trustee indemnify it in respect of Amounts or Claims paid or incurred by it in
acting as trustee under this Trust Deed including (1) any Agent/Delegate Liabilities
and (2) in respect of disputing or defending any Amounts or Claims made against
the Trustee or any Agent/Delegate Liabilities. Amounts or Claims are losses, liabilities, costs, claims,
actions, demands or expenses and Agent/Delegate
Liabilities are Amounts or Claims which the Trustee is or would be
obliged to pay or reimburse to any of its agents or delegates appointed
pursuant to this Trust Deed. The Contracts (Rights of Third Parties) Act 1999
applies to this Clause 10.4.  10.5Provisions
Continuing  The provisions of Clauses 10.3 and
10.4 shall survive the satisfaction and discharge of the terms of this Trust
Deed and will continue in full force and effect in relation to the Trustee even
if it may have ceased to be Trustee.  11Provisions Supplementalto the
Trustee Act 1925 and the Trustee Act 2000  By way of supplement to the
Trustee Act 1925 and the Trustee Act 2000 it is expressly declared as follows:  11.1Advice  The Trustee may act on the opinion
or advice of, or information obtained from, any expert or a certificate or
report or confirmation of the Auditors or of any accountants, financial
advisers, investment bank, lawyer or expert in each case whether or not
addressed to the Trustee and whether their liability in relation thereto is
limited (by its terms or by any engagement letter relating thereto entered into
by the Trustee or in any other manner) by reference to a monetary cap,
methodology or otherwise, and will not be responsible to anyone for any loss
occasioned by so acting. Any such opinion, advice, certificate, report or
information may be sent or obtained by letter or facsimile transmission and the
Trustee will not be liable to anyone for acting in good faith on any opinion,
advice, certificate, report or information purporting to be conveyed by such
means even if it contains some error or is not authentic. The Trustee shall be
entitled to rely on any such report, confirmation or certificate where the
Issuer procures delivery of the same pursuant to its obligation to do so under
a condition hereof and such report, confirmation or certificate shall be
conclusive and binding on the Issuer in the absence of manifest or proven
error.  11.2Trustee
to Assume Due Performance  The Trustee need not notify anyone
of the execution of this Trust Deed or take any steps to ascertain whether any
Event of Default, Potential Event of Default, Change of Control or Change of
Control Triggering Event has occurred or any event which could lead to a Change
of Control or Change of Control Triggering Event has occurred or may occur and,
until it has actual knowledge or express notice to the contrary, the Trustee
may assume that no such event has occurred and that the Issuer is performing
all its obligations under this Trust Deed and the Bonds.  11.3Resolutions
of Bondholders  The Trustee will not be
responsible for having acted in good faith upon a resolution purporting to have
been passed at a meeting of Bondholders in respect of which minutes  14


have been made and signed even
though it may later be found that there was a defect in the constitution of
such meeting or the passing of such resolution or that such resolution was not
valid or binding upon the Bondholders.  11.4Certificate
Signed by Directors  The Trustee may call for and may
accept as sufficient evidence of any fact or matter or of the expediency of any
act a certificate of the Issuer signed by any two directors or duly authorised
Officers of the Issuer on behalf of the Issuer to any fact or matter upon which
the Trustee may, in the exercise of any of its functions, require to be
satisfied or to have information to the effect that, in the opinion of the
person or persons so certifying, any particular act is expedient and the
Trustee need not call for further evidence and will not be responsible for any
loss that may be occasioned by acting on any such certificate.  11.5Deposit
of Documents  The Trustee may deposit this Trust
Deed and any other documents in any part of the world with any banker or
banking company believed by it to be of good repute or entity whose business
includes undertaking the safe custody of documents or with any lawyer or firm
of lawyers believed by it to be of good repute and may pay all sums to be paid
on account of or in respect of any such deposit provided that, unless in the
opinion of the Trustee it is required in connection with the enforcement of any
obligation of the Issuer under this Trust Deed, the Paying, Transfer and
Conversion Agency Agreement or the Bonds or otherwise in connection with the
performance of the duties of the Trustee hereunder or thereunder or unless it
comprises the holding or placing of such documents in the United Kingdom, the
Trustee may not take any such action if a liability to stamp duty or other
duties or taxes would thereby arise.  11.6Custodians/Nominees  The Trustee may appoint and pay
any person to act as a custodian or nominee on any terms in relation to such
assets of the trusts constituted by this Trust Deed as the Trustee may determine,
including for the purposes of depositing with a custodian this Trust Deed or
any document relating to the trusts constituted by this Trust Deed; the Trustee
is not obliged to appoint a custodian if the Trustee invests in securities
payable to bearer.  11.7Discretion
of Trustee  Save as expressly provided in this
Trust Deed, the Trustee will have absolute and uncontrolled discretion as to
the exercise of its functions hereby vested in the Trustee and will not be
responsible for the exercise or non-exercise thereof nor for any loss,
liability, cost, claim, action, demand, expenses or inconvenience which may
result from their exercise or non-exercise, but, whenever the Trustee is under
the provisions of this Trust Deed or the Bonds bound to act at the request or
direction of the Bondholders, the Trustee shall nevertheless not be so bound
unless first indemnified to its satisfaction against all actions, proceedings,
claims and demands to which it may render itself liable and all costs, charges,
damages, expenses and liabilities which it may incur by so doing.  11.8Agents  Whenever it considers it expedient
in the interests of the Bondholders, the Trustee may, in the conduct of its
trust business, instead of acting personally, employ and pay an agent selected
by it, whether or not a lawyer or other professional person, to transact or
conduct,  15


or concur in transacting or
conducting, any business and to do or concur in doing all acts required to be
done by the Trustee (including the receipt and payment of money).  11.9Delegation  Whenever it considers it expedient
in the interests of the Bondholders, the Trustee may delegate to any person and
on any terms (including power to sub-delegate) all or any of its functions
provided that the Trustee may not delegate the right to determine whether an
Event of Default or Potential Event of Default has occurred unless prior to
such delegation the Trustee provides to the Issuer confirmation in writing that
the Trustee has been advised by its legal advisers that it should delegate that
right (with or without any other rights, trusts, powers, authorities and
discretions) to another person or fluctuating body of persons because of a
conflict of interest or possible conflict of interest and/or other similar
circumstances which the Trustee might face, or be subjected to, as the trustee
of this Trust Deed if it were not to delegate that right. It shall notify the
Issuer of its appointment of any such delegate within a reasonable time.  11.10Forged
Bonds  The Trustee will not be liable to
the Issuer or any Bondholder by reason of having accepted as valid or not
having rejected any Bond purporting to be such and later found to be forged or
not authentic.  11.11Confidentiality  Unless ordered to do so by a court
of competent jurisdiction, the Trustee shall not be required to disclose to any
Bondholder any confidential financial or other information made available to
the Trustee by the Issuer and no Bondholder shall be entitled to take any
action to obtain from the Trustee any such information.  11.12Determinations
Conclusive  The Trustee may determine all
questions and doubts arising in relation to any of the provisions of this Trust
Deed. Every such determination, whether made upon such a question actually
raised or implied in the acts or proceedings of the Trustee, will be conclusive
in the absence of manifest error and shall bind the Issuer, the Trustee and the
Bondholders.  11.13Currency
Conversion  Where it is necessary or desirable
for any purpose in connection with the terms of this Trust Deed or the
Conditions to convert any sum from one currency to another, it will (unless
otherwise provided herein or required by law) be converted at such rate or
rates, in accordance with such method and as at such date as may be properly
specified by the Trustee but having regard to current rates of exchange, if
available. Any rate, method and date so specified will be binding on the Issuer
and the Bondholders.  11.14Events
of Default  The Trustee may determine whether
or not an Event of Default or a Potential Event of Default is in its opinion
capable of remedy and/or whether or not any event is in its opinion materially
prejudicial to the interests of the Bondholders. Any such determination will be
conclusive and binding upon the Issuer and the Bondholders.  16


11.15Payment
for and Delivery of Bonds  The Trustee will not be
responsible for the receipt or application by the Issuer of the proceeds of the
issue of the Bonds or the delivery of the definitive registered Bonds to the
persons entitled to them.  11.16Bonds
held by the Issuer  In the absence of knowledge or
express notice to the contrary, the Trustee may assume without enquiry (other
than requesting a certificate of the Issuer under Clause 9.11) that no Bonds
are for the time being held by or on behalf of the Issuer or any of its
Subsidiaries.  11.17Interests
of Bondholders  In connection with the exercise of
its powers, trusts, authorities or discretions (including, but not limited to,
those in relation to any proposed modification, waiver or authorisation of any
breach or proposed breach of any of the Conditions or any of the provisions of
this Trust Deed or any proposed substitution in accordance with Clause 15.2 or
any determination made pursuant to Clause 15.2), the Trustee shall have regard
to the interests of the Bondholders as a class and in particular, but without
prejudice to the generality of the foregoing, shall not have regard to the
consequences of such exercise for individual Bondholders resulting from their
being for any purpose domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory or otherwise to the
tax consequences thereof and the Trustee shall not be entitled to require, nor
shall any Bondholder be entitled to claim from the Issuer or the Trustee, any
indemnification or payment of any tax arising in consequence of any such
exercise upon individual Bondholders.  11.18No
Responsibility for Conversion Rights  The Trustee shall not at any time
be under any duty or responsibility to any Bondholder to determine whether any
facts exist which may require any adjustment of the Conversion Price or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, or in this Trust Deed provided to be employed,
in making the same. The Trustee shall not at any time be under any duty or
responsibility in respect of the validity or value (or the kind or amount) of
Ordinary Shares in the form of Ordinary Shares and/or SDRs or of any other
securities, property or cash, which may at any time be made available or
delivered upon the conversion of any Bond; and it makes no representation with
respect thereto. The Trustee shall not be responsible for any failure of the
Issuer to make available or deliver any Ordinary Shares in the form of Ordinary
Shares and/or SDRs or share certificates or other securities or property or
make any payment upon the exercise of the Conversion Right in respect of any
Bond or of the Issuer to comply with any of the covenants contained in this
Trust Deed.  11.19Enforcement
of Rights  The Trustee need not take any such
action or proceedings as referred to in Condition 15 unless (a) it shall have
been so directed by an Extraordinary Resolution or so requested in writing by
Bondholders holding at least one quarter in principal amount of the Bonds then
outstanding and (b) it shall have been indemnified to its satisfaction.  17


11.20Breach
of Undertakings  The Trustee assumes no
responsibility for ascertaining whether or not (i) a breach of any of the
undertakings in Condition 11 shall have occurred or (ii) any such breach shall
have been rectified or (iii) any adjustment falls to be made to the Conversion
Price as a result thereof. Unless and until the Trustee has actual knowledge of
any of the above events it shall be entitled to assume that no such event has
occurred. The Trustee shall not be liable for any loss arising from any
determination or calculation made pursuant to the Conditions or from any
failure or delay in making any such determination or calculation.  11.21Responsibility
for Agents etc.  If the Trustee exercises
reasonable care in selecting any custodian, agent, delegate or nominee
appointed under this clause (an Appointee),
it will not have any obligation to supervise the Appointee or be responsible
for any loss, liability, cost, claim, action, demand or expense incurred by
reason of the Appointees misconduct or default or misconduct or default of any
substitute appointed by the Appointee.  11.22Incurrence
of Financial Liability  Nothing contained in this Trust
Deed shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of its duties or the exercise
of any power, rights, authority or discretion hereunder if it has grounds for
believing the repayment of the funds or adequate indemnity against such risk or
liability is not assured to it.  11.23Independent
Investment Bank  The Trustee has no responsibility
for the accuracy or otherwise of any determination made by an independent
investment bank pursuant to the Conditions.  11.24Reliance on Certification of Clearing System  The Trustee may call for and shall
be at liberty to accept and place full reliance on as sufficient evidence
thereof and shall not be liable to the Issuer or any Bondholder by reason only
of either having accepted as valid or not having rejected any certificate or
other document issued by any clearing system as to the nominal amount of the
Bonds beneficially owned by any person or any other matter (and any such
certificate or other document so accepted by the Trustee shall, in the absence
of manifest error, be conclusive and binding for all purposes) and any such
certificate or other document may comprise any form of statement or print out
of electronic records provided by the relevant clearing system in accordance with
its usual procedures and in which the holder of a particular nominal amount of
the Bonds is clearly identified together with the amount of such holding.  11.25Legal Opinions  The Trustee shall not be
responsible to any person for failing to request, require or receive any legal
opinion relating to any Bonds or for failing to check or comment upon the
content of any such legal opinion.  11.26Trustee not Responsible  The Trustee shall not be
responsible for the execution, delivery, legality, effectiveness, adequacy,
genuineness, validity, enforceability or admissibility in evidence of this
Trust Deed or any other document relating thereto, any licence, consent or
other authority for the  18


execution, delivery, legality,
effectiveness, adequacy, genuineness, validity, performance, enforceability or
admissibility in evidence of this Trust Deed or any other document relating
thereto. In addition the Trustee shall not be responsible for the effect of the
exercise in accordance with the terms of this Trust Deed of any of its powers,
duties and discretions hereunder.  11.27Right to Deduct or Withhold  Notwithstanding anything contained
in this Trust Deed, to the extent required by any applicable law, if the Trustee
is or will be required to make any deduction or withholding from any
distribution or payment made by it hereunder or if the Trustee is or will be
otherwise charged to, or is or may become liable to, tax as a consequence of
performing its duties hereunder whether as principal, agent or otherwise, and
whether by reason of any assessment, prospective assessment or other imposition
of liability to taxation of whatsoever nature and whensoever made upon the
Trustee, and whether in connection with or arising from any sums received or
distributed by it or to which it may be entitled under this Trust Deed or any
investments or deposits from time to time representing the same, including any
income or gains arising therefrom or any action of the Trustee in connection
with the trusts of this Trust Deed or otherwise, then the Trustee shall be
entitled to make such deduction or withholding or, as the case may be, to
retain out of sums received by it an amount sufficient to discharge any
liability to tax which relates to sums so received or distributed or to
discharge any such other liability of the Trustee to tax from the funds held by
the Trustee upon the trusts of this Trust Deed.  11.28Lists of and Certificates relating to Significant
Restricted Group Members, Restricted Subsidiaries and Restricted Affiliates  A list or certificate of the
Issuer provided to the Trustee under Clause 9.13 in relation to any Significant
Restricted Group Member, Restricted Subsidiary or Restricted Affiliate shall be
conclusive and binding on the Trustee and the Bondholders, and the Trustee
shall be entitled to rely on such list and/or certificate absolutely without
further investigation.  11.29Expert Reports  Any certificate or report of the
Auditors of the Issuer or any other expert or other person called for by or
provided to the Trustee (whether or not addressed to the Trustee) in accordance
with or for the purposes of these presents may be relied upon by the Trustee as
sufficient evidence of the facts stated therein notwithstanding that such
certificate or report and/or any engagement letter or other document entered
into by the Trustee and/or the Auditors or any other expert or person in
connection therewith contains a monetary limit or other limit on the liability
of the Auditors or such other expert or other person in respect thereof.  11.30Responsibility for Statements etc.  The Trustee shall not be
responsible for, or for investigating any matter which is the subject of, any
recital, statement, representation, warranty or covenant of any person
contained in this Trust Deed, or any other agreement or document relating to
the transactions contemplated in this Trust Deed or under such other agreement
or document.  19


11.31Not bound to act  The Trustee shall not be bound to
take any action in connection with this Trust Deed or any obligations arising
hereunder, including without prejudice to the generality of the foregoing,
forming any opinion or employing any financial adviser, where it is not
reasonably satisfied that the Issuer will be able to indemnify it against all
liabilities which may be incurred in connection with such action and may demand
prior to taking any such action that there be paid to it in advance such sums
as it reasonably considers (without prejudice to any further demand) shall be
sufficient so to indemnify it and on such demand being made the Issuer shall be
obliged to make payment of all such sums in full.  12Trustee liable for negligence  Section 1 of the Trustee Act 2000
shall not apply to any action of the Trustee provided that nothing in this
Trust Deed shall in any case in which the Trustee has failed to show the degree
of care and diligence required of it as trustee having regard to the provisions
of this Trust Deed relieve or indemnify it from or against any liability which
by virtue of any rule of law would otherwise attach to it in respect of any
negligence, default, breach of duty or breach of trust of which it or its
officers and employees may be guilty in relation to its duties under this Trust
Deed.  Where there are any
inconsistencies between the Trustee Act 1925, the Trustee Act 2000 and the
provisions of this Trust Deed, the provisions of this Trust Deed shall, to the
extent allowed by law, prevail and, in the case of any such inconsistency with
the Trustee Act 2000, the provisions of this Trust Deed shall constitute a
restriction or exclusion for the purposes of that Act.  13Waiver and Proof of Default  13.1Waiver  The Trustee may, without the
consent of the Bondholders and without prejudice to its rights in respect of
any subsequent breach, from time to time and at any time, if in its opinion the
interests of the Bondholders will not be materially prejudiced thereby, waive
or authorise, on such terms and conditions as seem expedient to it, any breach,
continuing breach or proposed breach by the Issuer of any of the provisions of
this Trust Deed, the Conditions or the Bonds or determine that any Event of
Default or Potential Event of Default will not be treated as such provided that
the Trustee will not do so in contravention of any express direction given by
an Extraordinary Resolution but so that no such direction will affect any
previous waiver, authorisation or determination. Any such waiver, authorisation
or determination will be binding on the Bondholders and, if the Trustee so
requires, will be notified to the Bondholders as soon as practicable.  13.2Proof
of Default  If it is proved that as regards
any specified Bond the Issuer has made default in paying any sum due to the
relevant Bondholder such proof will (unless the contrary be proved) be
sufficient evidence that the same default has been made as regards all other
Bonds which are then payable.  20


14Trustee not precluded from entering into Contracts  Neither the Trustee nor any
director or officer of a corporation acting as a Trustee, whether acting for
itself or in any other capacity, will be precluded from becoming the owner of,
or acquiring any interest in, or holding, or disposing of, any Bonds or any
Ordinary Shares in the form of Ordinary Shares and/or SDRs or other securities
of the Issuer or any of its Subsidiaries, or holding or associated companies
with the same rights as it would have had if the Trustee were not the Trustee
or from entering into or being interested in any contracts or transactions with
the Issuer or any of its Subsidiaries, or holding or associated companies or
from acting on, or as depositary or agent for, any committee or body of holders
of any securities of the Issuer or any of its Subsidiaries, or holding or
associated companies and will not be liable to account for any profit resulting
therefrom.  15Modification and Substitution  15.1Modification  The Trustee may agree with the
Issuer in making, without the consent of the Bondholders, to (i) any
modification of any of the provisions of the Trust Deed, any trust deed
supplemental to the Trust Deed, the Paying, Transfer and Conversion Agency
Agreement, any agreement supplemental to the Paying, Transfer and Conversion
Agency Agreement, the Bonds or the Conditions which in the Trustees opinion is
of a formal, minor or technical nature or is made to correct a manifest error
or any mistake or error which is proved to the Trustees satisfaction to be
such or to comply with mandatory provisions of law, and (ii) any other
modification to the Trust Deed, any trust deed supplemental to the Trust Deed,
the Paying, Transfer and Conversion Agency Agreement, any agreement supplemental
to the Paying, Transfer and Conversion Agency Agreement, the Bonds or the
Conditions, and any waiver or authorisation of any breach or proposed breach,
of any of the provisions of the Trust Deed, any trust deed supplemental to the
Trust Deed, the Paying, Transfer and Conversion Agency Agreement, any agreement
supplemental to the Paying, Transfer and Conversion Agency Agreement, the Bonds
or the Conditions which is, in the opinion of the Trustee, not materially
prejudicial to the interests of the Bondholders. Such power does not extend to
any such modification as is mentioned in the proviso to paragraph 19 of
Schedule 3. Any such modification, authorisation or waiver shall be binding on
the Bondholders and, if the Trustee so requires, such modification shall be
notified to the Bondholders promptly in accordance with Condition 17.  15.2Substitution  15.2.1The Trustee may, without the consent of
the Bondholders, agree with the Issuer to the substitution in place of the
Issuer (or any previous substitute under this paragraph) as the principal
debtor under the Bonds and the Trust Deed of any Subsidiary of the Issuer or
(in the case of a Newco Scheme) of Newco (the Substituted Obligor), provided that:  (i)a deed is executed or undertaking given
by the Substituted Obligor to the Trustee, in form and manner satisfactory to
the Trustee, agreeing to be bound by this Trust Deed and the Bonds (with
consequential amendments as the Trustee may deem appropriate) as if the
Substituted Obligor had been named in this Trust Deed and the Bonds as the
principal debtor in place of the Issuer;  21


(ii)if the Substituted Obligor is subject
generally to the taxing jurisdiction of a territory or any authority of or in
that territory with power to tax other than the territory to the taxing
jurisdiction of which (or to any such authority of or in which) the Issuer is
subject generally, the Substituted Obligor will (unless the Trustee otherwise
agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms
corresponding to Condition 9 with the substitution for the references in that
Condition to Luxembourg of references to that other territory whose taxing
jurisdiction the Substituted Obligor is so subject, whereupon this Trust Deed
and the Bonds will be read accordingly;  (iii)(other than in the case of a Newco
Scheme) an unconditional and irrevocable guarantee is given by the Issuer to
the Trustee of the payment of all moneys payable by the Substituted Obligor as
such principal debtor to the Trustees satisfaction;  (iv)if any two directors or duly authorised
Officers of the Substituted Obligor certify that it will be solvent immediately
after such substitution, the Trustee need not have regard to the Substituted Obligors
financial condition, profits or prospects or compare them with those of the
Issuer or any other Person;  (v)the Luxembourg Stock Exchange shall
have certified to the Issuer that, after giving effect to such substitution,
the Bonds shall continue to be listed on the Luxembourg Stock Exchange;  (vi)the Bonds continue to be convertible
(in whole or in part) into either (a) Ordinary Shares in the form of Ordinary
Shares and/or SDRs as provided in the Conditions with such amendments as the
Trustee shall consider appropriate; or (b) where the Substituted Obligor is a
Newco, ordinary shares and/or depositary receipts in such Newco with such
amendments as are necessary, in the opinion of the Trustee to ensure that the
Bonds may be converted into or exchanged for ordinary shares and/or depositary
receipts in Newco in accordance with and subject to the Conditions;  (vii)the Issuer and the Substituted Obligor
comply with such other requirements as the Trustee may direct in the interests
of the Bondholders; and  (viii)the Trustee may in the event of such
substitution agree without the consent of the Bondholders to a change of law
governing this Trust Deed and/or the Bonds and/or the Paying, Transfer and
Conversion Agency Agreement provided that such change would not in the opinion
of the Trustee be materially prejudicial to the interests of the Bondholders.  15.2.2Release of Issuer and
Substitute Obligor:
Any such agreement by the Trustee pursuant to this Clause 15.2 will, if so
expressed, operate to release the Issuer (or any such previous substitute) from
any or all of its obligations under this Trust Deed and the Bonds. Not later
than 14 days after the execution of any such documents and after compliance
with such requirements, notice of the substitution will be given to the
Bondholders.  15.2.3Completion of
Substitution: Upon the
execution of such documents and compliance with the requirements in this Clause
15.2, the Substituted Obligor will be deemed to be named in this Trust Deed and
the Bonds as the principal debtor in  22


place of the Issuer (or of any
previous substitute under Clause 15.2) and this Trust Deed and the Bonds will
be deemed to be modified in such manner as shall be necessary to give effect to
the substitution. Any such substitution shall be binding on the Bondholders and
shall be notified promptly by the Substituted Obligor to the Bondholders in
accordance with Condition 17.  15.2.4For the purposes of Luxembourg laws and
this Clause 15.2, it is deemed that by subscribing to, acquiring or otherwise
purchasing the Bonds, the Bondholders are expressly deemed to have consented to
the substitution of the Issuer by the Substituted Obligor and to the release of
the Issuer from any and all obligations in respect of the Bonds and relevant
agreements and are expressly deemed to have accepted such substitution and the
consequences thereof.  16Appointment, Retirement and Removal of the Trustee  16.1Appointment  The Issuer will have the power of
appointing new trustees but no person will be so appointed unless previously
approved by an Extraordinary Resolution of Bondholders. A trust corporation
will at all times be a Trustee and may be the sole Trustee. Any appointment of
a new Trustee will be notified by the Issuer to the Bondholders as soon as
practicable.  16.2Retirement
and Removal  Any Trustee may retire at any time
on giving not less than three months prior notice in writing to the Issuer
without giving any reason and without being responsible for any costs
occasioned by such retirement and the Bondholders may by Extraordinary
Resolution remove any Trustee provided that the retirement or removal of any
sole trustee or sole trust corporation will not become effective until a trust
corporation is appointed as successor Trustee. If a sole trustee or sole trust
corporation gives notice of retirement or an Extraordinary Resolution is passed
for its removal under this Clause, the Issuer will use all reasonable
endeavours to procure that another trust corporation be appointed as Trustee,
but if the Issuer has failed to do so within three months of such notice being
given or since the date of such Extraordinary Resolution, the Trustee may
exercise the power of appointing a successor trustee.  16.3Co-Trustees  The Trustee may, despite Clause
16.1, by notice in writing to the Issuer appoint anyone to act as an additional
Trustee jointly with the Trustee:  16.3.1if the Trustee considers such
appointment to be in the interests of the Bondholders;  16.3.2for the purpose of conforming with any
legal requirement, restriction or condition in any jurisdiction in which any
particular act is to be performed; or  16.3.3for the purpose of obtaining a judgment
in any jurisdiction or the enforcement in any jurisdiction against the Issuer
of either a judgment already obtained or any of the provisions of this Trust
Deed.  Subject to the provisions of this
Trust Deed the Trustee may confer on any person so appointed such functions as
it thinks fit. The Trustee may by notice in writing to the Issuer and such
person remove any person so appointed. At the request of the Trustee and the  23


Issuer will do all things as may
be required to perfect such appointment or removal and each of them irrevocably
appoints the Trustee to be its attorney in its name and on its behalf to do so.  16.4Competence
of a Majority of Trustees  If there are more than two
Trustees the majority of such Trustees will (provided such majority includes a
trust corporation) be competent to carry out all or any of the Trustees
functions.  17Currency
Indemnity  17.1Currency of Account and Payment  U.S.
dollars or, in relation to Clause 10, Euro (the Contractual Currency) is the
sole currency of account and payment for all sums payable by the Issuer under
or in connection with this Trust Deed and the Bonds, including damages.  17.2Extent of discharge  An
amount received or recovered in a currency other than the Contractual Currency
(whether as a result of, or of the enforcement of, a judgment or order of a
court of any jurisdiction, in the insolvency, winding-up or dissolution of the
Issuer or otherwise), by the Trustee or any Bondholder in respect of any sum
expressed to be due to it from the Issuer will only discharge the Issuer to the
extent of the Contractual Currency amount which the recipient is able to
purchase with the amount so received or recovered in that other currency on the
date of that receipt or recovery (or, if it is not practicable to make that
purchase on that date, on the first date on which it is practicable to do so).  17.3Indemnity  If the
Contractual Currency amount discharged in accordance with Clause 17.2 is less
than the Contractual Currency amount expressed to be due to the recipient under
this Trust Deed or the Bonds, the Issuer will indemnify it against any loss
sustained by it as a result. In any event, the Issuer will indemnify the
recipient against the cost of making any such purchase.  17.4Indemnity separate  The
indemnities in this Clause 17 and in Clauses 10.3 and 10.4 constitute separate
and independent obligations from the other obligations in this Trust Deed, will
give rise to a separate and independent cause of action, will apply
irrespective of any indulgence granted by the Trustee and/or any Bondholder and
will continue in full force and effect despite any judgment, order, claim or
proof for a liquidated amount in respect of any sum due under this Trust Deed
and/or the Bonds or any other judgment or order.  18Communications  Any communication shall be by
letter delivered personally or facsimile transmission in the English language:  24


in the case of the Issuer, to it at:  75, route de LongwyL-8080 BertrangeLuxembourgFax no.:
  
  +352 27 759359Attention:
  
  Chief Financial Officer  25


and in the case of the Trustee, to it at:  The Bank of New York,
  One Canada Square
  London E14 5AL
  United KingdomFax no.:
  
  +44 20 7964 6399Attention:
  
  Corporate Trust Department  Any such communication will take
effect, in the case of delivery, at the time of delivery or, in the case of
facsimile transmission, at the time of despatch.  19Purchase or Redemptionby the
Issuer of its own Shares  The Issuer may exercise such
rights as it may from time to time enjoy to purchase or redeem its own shares
(including Ordinary Shares in the form of Ordinary Shares and/or SDRs) without
the consent of the Bondholders.  20Governing Law and Jurisdiction  20.1Governing
Law  This Trust Deed shall be governed
by and construed in accordance with English law.  20.2Jurisdiction  The courts of England are to have
jurisdiction to settle any disputes which may arise out of or in connection
with this Trust Deed and the Bonds and accordingly any legal action or
proceedings arising out of or in connection with this Trust Deed or the Bonds (Proceedings) may be brought in such
courts. The Issuer irrevocably submits to the jurisdiction of such courts and
waives any objections to Proceedings in such courts on the ground of venue or
on the ground that the Proceedings have been brought in an inconvenient forum.
This submission is for the benefit of each of the Trustee and the Bondholders
and shall not limit the right of any of them to take Proceedings in any other
court of competent jurisdiction nor shall the taking of Proceedings in any one
or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not).  20.3Service
of Process  The Issuer irrevocably appoints
Metro International UK Limited at 3rd Floor, Interpark House, 7 Down
Street, London W1J 7AJ to receive, for it and on its behalf, service of process
in any Proceedings in England. Such service shall be deemed completed on
delivery to such process agent (whether or not it is forwarded to and received
by the Issuer). If for any reason such process agent ceases to be able to act
as such or no longer has an address in England, the Issuer irrevocably agrees
to appoint a substitute process agent acceptable to the Trustee and shall
immediately notify the Trustee of such appointment. Nothing shall affect the
right to serve process in any other manner permitted by law.  26


21Counterparts  This Trust Deed and any Trust Deed
supplemental hereto may be executed and delivered in any number of
counterparts, all of which, taken together, shall constitute one and the same
deed and any part to this Trust Deed or any Trust Deed supplemental hereto may
enter into the same by executing and delivering a counterpart.  22Contracts(Rights of Third Parties) Act 1999  A person who is not a party to
this Trust Deed has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Trust Deed save as expressly provided herein.
The parties to this Trust Deed shall have the right to amend, vary or rescind
any provision of this Trust Deed without the consent of any such third party.  In witnesswhereof this Trust Deed has been
executed as a deed on the date stated at the beginning.  27


Schedule 1Form of Definitive Original Bonds  On the front:  COMMON CODE:
020761989  ISIN:
XS0207619890  MILLICOM
INTERNATIONAL CELLULAR S.A.  société anonyme
75, route de Longwy
L-8080 Bertrange
R.C.S. Luxembourg B.40.630  U.S.$200,000,000
4.00 per cent. Convertible Bonds due 2010
convertible into Ordinary Shares in the form of Ordinary Shares or Swedish
Depositary
Receipts of  MILLICOM
INTERNATIONAL CELLULAR S.A.  The Bonds represented by this
certificate form part of a series designated as specified in the title (the Bonds) of Millicom International Cellular
S.A. (the Issuer), a public
limited liability company (société anonyme),
incorporated for an unlimited duration under the laws of the Grand Duchy of
Luxembourg pursuant to a notarial deed dated 16 June 1992, published in the Mémorial, Recueil des Sociétés et Associations,
Journal Officiel du Grand-Duché de Luxembourg,C-No 395 of 11
September 1992 on page 18944. The articles of incorporation of the Issuer have
been most recently amended following a notarial deed dated 16 December 2004 and
are in the process of being published in the Mémorial,
Recueil des Sociétés et Associations, Journal Officiel du Grand-Duché de
Luxembourg. The Issuer is registered with the Luxembourg trade and
companies register under number B.40.630 and has presently a subscribed share
capital of $199,999,800 (one hundred ninety-nine million nine hundred
ninety-nine thousand eight hundred) divided into 133,333,200 (one hundred
thirty three million three hundred thirty-three thousand two-hundred) shares
with a par value of $1.50 (one point fifty) each. As at 21 December 2004, the
issued share capital of the Issuer is $148,837,788, divided into 99,225,192
ordinary shares.  The
aggregate outstanding amount of Bonds issued by the Issuer is as indicated in
the records of the Issuer. The Issuer shall at all times arrange for
information on the aggregate amount of the Bonds outstanding under this issue
(and on guarantees pertaining thereto) to be provided, upon reasonable request
in writing, to the holder hereof.  The Bonds are constituted by a
trust deed dated 7 January 2005 (the Trust
Deed) between the Issuer and The Bank of New York as Trustee (the Trustee). The Bonds are subject to, and
have the benefit of, that Trust Deed and the terms and conditions (the Conditions) endorsed hereon. Terms defined
in the Trust Deed have the same meanings when used herein.  The Issuer hereby certifies that [] of [] is, at the date hereof, entered in
the register of Bondholders as the holder of Bonds in the principal amount of
U.S.$[] ([] United States dollars). For value
received, the Issuer promises to pay the person who appears at the relevant
time on the register of Bondholders as holder of the Bonds in respect of which
this Bond is issued such amount or amounts as shall become due and payable from
time to time in respect of such Bonds and otherwise to comply with the
Conditions.  28


The Bonds represented by this
individual certificate are convertible into fully paid Ordinary Shares in the
form of Ordinary Shares or Swedish Depositary Receipts in the share capital of
Millicom International Cellular S.A. subject to and in accordance with the
Conditions and the Trust Deed.  This definitive registered Bond is
evidence of entitlement only. Title to the Bonds passes only on due
registration on the register of Bondholders and only the duly registered holder
is entitled to payments in respect of this definitive registered Bond.  This definitive registered Bond
shall not be valid for any purpose until authenticated by or on behalf of the
Registrar.  This definitive registered Bond is
governed by, and shall be construed in accordance with, English law.  Issued as of 7 January 2005  MILLICOM
INTERNATIONAL CELLULAR S.A.  By:  NEITHER THIS SECURITY NOR ANY BOND
EVIDENCED HEREBY NOR ANY SWEDISH DEPOSITARY RECEIPT (SDR) OR ORDINARY SHARE
DELIVERABLE UPON CONVERSION OF ANY BOND EVIDENCED HEREBY HAS BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT),
OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN NOR ANY BOND EVIDENCED HEREBY NOR ANY SDR OR
ORDINARY SHARE DELIVERABLE UPON CONVERSION OF ANY BOND EVIDENCED HEREBY MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  29


Certificate of
Authentication  Certified by
or on behalf of the Registrar that the above-named holder is at the date hereof
entered in the register of Bondholders as holder of the above-mentioned
principal amount of Bonds  THE BANK OF NEW
  YORK(as Registrar)By:Authorised SignatoryDated:On the back:   [The Terms and Conditions of the
Bonds will be inserted]  30


FORM OF TRANSFER  FOR VALUE RECEIVED the undersigned
hereby transfers to    (PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS OF TRANSFEREE)   U.S.$                
principal amount of the Bonds in respect of which this certificate is issued,
and all rights under it or them, and irrevocably constitutes and appoints                                       
as attorney to transfer such principal amount on the books kept for
registration thereof, with full power of substitution.   Dated:
  Certifying SignatureName:   
 Notes:  (i)A representative of the Bondholder
should state the capacity in which he signs, e.g.,
executor.  (ii)The signature of the persons effecting
a transfer shall conform to any list of duly authorised specimen signatures
supplied by the registered holder or be certified by a recognised bank, notary
public or in such other manner as the relevant Paying, Transfer and Conversion
Agent or the Registrar may require.  (iii)This form of transfer should be dated
as of the date it is deposited for transfer in accordance under the Conditions.  31


Schedule 2Form of Original Global Bond  Common Code: 020761989
  
  ISIN:
  XS0207619890  MILLICOM
INTERNATIONAL CELLULAR S.A.  société anonyme
75, route de Longwy
L-8080 Bertrange
R.C.S. Luxembourg B.40.630  U.S.$200,000,000
4.00 per cent. Convertible Bonds due 2010  convertible into
Ordinary Shares in the form of Ordinary Shares or Swedish Depositary Receipts
of  MILLICOM
INTERNATIONAL CELLULAR S.A.  The Bonds in respect of which this
Global Bond is issued form part of the series designated as specified in the
title (the Bonds) of Millicom
International Cellular S.A. (the Issuer),
a public limited liability company (société
anonyme), incorporated for an unlimited duration under the laws of
the Grand Duchy of Luxembourg pursuant to a notarial deed dated 16 June 1992,
published in the Mémorial, Recueil des
Sociétés et Associations, Journal Officiel du Grand-Duché de Luxembourg,C-No
395 of 11 September 1992 on page 18944. The articles of incorporation of the
Issuer have been most recently amended following a notarial deed dated 16
December 2004 and are in the process of being published in the Mémorial, Recueil des Sociétés et Associations,
Journal Officiel du Grand-Duché de Luxembourg. The Issuer is
registered with the Luxembourg trade and companies register under number
B.40.630 and has presently a subscribed share capital of $199,999,800 (one
hundred ninety-nine million nine hundred ninety-nine thousand eight hundred)
divided into 133,333,200 (one hundred thirty three million three hundred
thirty-three thousand two-hundred) shares with a par value of $1.50 (one point
fifty) each. As at 21 December 2004, the issued share capital of the Issuer is
$148,837,788, divided into 99,225,192 ordinary shares.  The
aggregate outstanding amount of Bonds issued by the Issuer is as indicated in
the records of the Issuer. The Issuer shall at all times arrange for
information on the aggregate amount of the Bonds outstanding under this issue
(and on guarantees pertaining thereto) to be provided, upon reasonable request
in writing, to the holder hereof.  The Issuer hereby certifies that
The Bank of New York Depository (Nominees) Limited is, at the date hereof,
entered in the register of Bondholders as the holder of Bonds in the principal
amount of  U.S.$200,000,000  (Two hundred million United States
dollars)  or such other amount as is shown
on the register of Bondholders as being represented by this Global Bond and is
duly endorsed (for information purposes only) in the third column of Schedule A
to this Global Bond. For value received, the Issuer promises to pay the person
who appears at the relevant time on the register of Bondholders as holder of
the Bonds in respect of which this Global Bond is issued, such amount or
amounts as shall become due and payable from time to time in respect of such
Bonds and otherwise to comply with the Conditions referred to below.  32


The Bonds are constituted by a
Trust Deed dated 7 January 2005 (the Trust
Deed) between the Issuer and The Bank of New York as trustee (the Trustee) and are subject to the Trust Deed
and the terms and conditions (the Conditions)
set out in Schedule 4 to the Trust Deed, as modified by the provisions of this
Global Bond. Terms defined in the Trust Deed have the same meaning when used
herein.  This Global Bond is evidence of
entitlement only.  Title to the Bonds passes only on
due registration of Bondholders and only the duly registered holder is entitled
to payments on Bonds in respect of which this Global Bond is issued.  Exchange  This Global Bond will be
convertible in whole but not in part (free of charge to the holder by the
Issuer, the Registrar or the Paying and Conversion Agents) for individual Bond
certificates in registered form following the occurrence of an Exchange Event.
An Exchange Event shall have occurred if (i) Euroclear or Clearstream,
Luxembourg (or any alternative successor clearing system on behalf of which the
Global Bond may be held) is closed for business for a continuous period of 14
days or more (other than by reason of legal holidays) or announces an intention
permanently to cease business or does in fact do so and no alternative clearing
system satisfactory to the Trustee is available or (ii) if the Issuer has
satisfied the Trustee that it would suffer a material disadvantage in respect
of the Bonds as a result of a change in the laws or regulations (taxation or
otherwise) of any jurisdiction in which the Issuer is for the time being
incorporated which would not be suffered were the Bonds in definitive form and
a certificate to such effect signed by two directors or duly authorised
Officers of the Issuer is delivered to the Trustee. Thereupon (in the case of
(i) above) the holder may give notice to the Trustee, and (in the case of (ii)
above) the Issuer may give notice to the Trustee and the Bondholders, of its
intention to exchange the Global Bond for definitive bonds on or after the
Global Exchange Date (as defined below) specified in the relevant notice. In
the circumstances set out above, any individual Bond certificates issued in
exchange for beneficial interests in this Global Bond will, on or after the
Global Exchange Date, be issued to and delivered to such persons and registered
in such name or names, as the case may be, as the holder of this Global Bond
shall instruct the Registrar.  Global
Exchange Date means a day falling not later than 60 days after that
on which the notice requiring exchange is given or, as the case may be, the
occurrence of an Exchange Event and on which banks are open for business in the
city in which the specified office of the Registrar is located.  In such circumstances, the Issuer
will cause sufficient individual Bond certificates to be executed and delivered
to the Registrar for completion, authentication and despatch to the relevant
Bondholders. A person with an interest in the Bonds in respect of which this
Global Bond is issued must provide the Registrar with a written order
containing instructions and other such information as the Issuer and the
Registrar may require to complete, execute and deliver such individual Bond
certificates.  The provisions of Condition 4 will
otherwise apply, except that new certificates to be issued upon transfer of
Bonds will, within 21 days of receipt by the Registrar or an Agent of the form
of transfer attached to this Global Bond, be mailed by uninsured mail at the
risk of the holders entitled to the relevant Bonds to the addresses specified
in the form of transfer.  The Conditions are modified as
follows in so far as they apply to the Bonds in respect of which this Global
Bond is issued.  33


Meetings  The holder hereof shall be treated
as having one vote in respect of each U.S.$10,000 principal amount of Bonds
represented by this Global Bond. The Trustee may allow to attend and speak (but
not to vote) at any meeting of Bondholders any accountholder (or the
representative of any such person) of a clearing system with an interest in the
Bonds represented by this Global Bond on confirmation of entitlement and proof
of his identity.  Conversion  Subject to the requirements of
Euroclear and Clearstream, Luxembourg, the Conversion Right attaching to Bonds
represented by this Global Bond may be exercised by the presentation of one or
more Conversion Notices duly completed by or on behalf of a holder of a
book-entry interest in such Bond together with this Global Bond to the
specified office of any Paying, Transfer and Conversion Agent or such other
Agent as shall have been notified to the holder of this Global Bond for such
purpose for annotation. The provisions of Condition 6 of the Bonds will
otherwise apply.  Redemption at the Option of the Issuer and Redemption for Taxation Reasons  The options of the Issuer provided
for in Condition 7(b) and Condition 7(c) shall be exercised by the Issuer
giving notice to the Bondholders within the time limits set out in, and
containing the information required by, those Conditions.  Trustees Powers  In considering the interests of
Bondholders the Trustee may, to the extent it considers it appropriate to do so
in the circumstances, (a) have regard to such information as may have been made
available to it by or on behalf of the relevant clearing system or its operator
or a participant in such system as to the identity of its accountholders
(either individually or by way of category) with entitlements in respect of
Bonds and (b) consider such interests on the basis that such accountholders
were the holders of the Bonds represented by this Global Bond.  Enforcement  For the purposes of enforcement of
the provisions of the Trust Deed against the Trustee, the persons named in a
certificate of the holder of the Bonds represented by this Global Bond shall be
recognised as the beneficiaries of the trusts set out in the Trust Deed to the
extent of the principal amount of their interest in the Bonds set out in the
certificate of the holder as if they were themselves the holders of Bonds in
such principal amounts.  Purchase and Cancellation  Cancellation of any Bond following
its purchase, redemption or the exercise of Conversion Rights will be effected
by a reduction in the principal amount of the Bonds in the Register.  Payments  Payments of principal in respect
of Bonds represented by this Global Bond will be made against presentation and,
if no further payment falls to be made in respect of the Bonds, surrender of
this Global Bond at the specified office of the Registrar or any Paying,
Transfer and Conversion Agent or such other Agent as shall have been notified
to the holder of this Global Bond for such purpose.  Notices  So long as Bonds are represented
by this Global Bond and this Global Bond is held on behalf of Euroclear or
Clearstream, Luxembourg, notices to the holders of such Bonds may be given by
delivery of the relevant notice to the relevant clearing system for
communication by it to entitled accountholders in substitution for
notification, as required by the Conditions and such notice will be deemed to
have been given on the day after delivery thereof except that so long as the
Bonds are  34


listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange so require, notices
shall also be published in a leading daily newspaper having general circulation
in Luxembourg (which is expected to be the Luxemburger
Wort).  Put Option  The option of the Bondholders in
Condition 7(f) may be exercised by the holder of the Global Bond giving notice
at the specified office of any Paying, Transfer and Conversion Agent of the
principal amount of Bonds in respect of which the option is exercised and
presenting the Global Bond for endorsement of exercise within the time limits
specified in Condition 7(f).  This Global Bond shall not be
valid for any purpose until authenticated by or on behalf of the Registrar.  This Global Bond is governed by,
and shall be construed in accordance with, English law.  In Witnesswhereof the Issuer has caused this
Global Bond to be signed on its behalf.  Dated 7 January 2005  MILLICOM
INTERNATIONAL CELLULAR S.A.  By:
  
  By:Authorised Director/Authorised
  Officer
  Authorised Director/Authorised
  Officer  NEITHER THIS SECURITY NOR ANY BOND
EVIDENCED HEREBY NOR ANY SWEDISH DEPOSITARY RECEIPT (SDR) OR ORDINARY SHARE
DELIVERABLE UPON CONVERSION OF ANY BOND EVIDENCED HEREBY HAS BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT),
OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN NOR ANY BOND EVIDENCED HEREBY NOR ANY SDR OR
ORDINARY SHARE DELIVERABLE UPON CONVERSION OF ANY BOND EVIDENCED HEREBY MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  35


Certificate of Authentication  Certified that the above-named
holder is at the date hereof entered in the register of Bondholders as holder
of the above-mentioned principal amount of Bonds.  THE BANK OF NEW
  YORK(as Registrar)By:Authorised SignatoryDated 7 January 2005  36


SCHEDULE A  SCHEDULE OF INCREASE OR REDUCTION IN PRINCIPAL AMOUNT OF
THE BONDS REPRESENTED BY THIS GLOBAL BOND IS ISSUED  The following increases or
reductions in the principal amount of the Bonds represented by this Global Bond
have been made as a result of (i) any further issues or (ii) exercise of
Conversion Rights or (iii) redemption or purchase and cancellation of Bonds:  Date of
  Conversion/Transfer/
  Redemption/
  Purchase and
  cancellation /Issue
  (stating which)
  
  Amount of increase
  or decrease in
  principal amount of
  Bonds represented
  by this Global Bond
  
  Principal amount
  of Bonds
  represented by
  this Global Bond
  following such
  increase or
  decrease
  
  Notation made by or on
  behalf of the Principal
  Paying, Transfer and
  Conversion Agent  37


Form of Transfer  FOR VALUE RECEIVED the undersigned
transferor hereby transfers the following principal amounts of Bonds being the
amount which the Global Bond represents, and all rights in respect thereof, to
the undersigned transferee(s) listed below:  Principal Amount transferred
  Name, address and accountfor payments of transfereeDated:
  
  Certifying SignatureName:   
 Notes:  (i)A representative of the Bondholder
should state the capacity in which he signs e.g., executor.  (ii)The signature of the persons effecting
a transfer shall conform to any list of duly authorised specimen signatures
supplied by the registered holder or be certified by a recognised bank, notary
public or in such other manner as the Principal Paying and Conversion Agent or
the Registrar may require.  (iii)This form of transfer should be dated
as of the date it is deposited for transfer in accordance with the Conditions.  38


Schedule 3Provisions for meetings of Bondholders  1As used in this Schedule, the following
expressions shall have the following meanings, unless the context otherwise
requires:  1.1voting
certificate means a certificate in the English language issued by a
Paying, Transfer and Conversion Agent and dated in which it is stated:  1.1.1that on that date bearer Bonds (not
being Bonds in respect of which a block voting instruction has been issued and
is outstanding in respect of the meeting specified in such voting certificate
or any adjournment of such meeting) bearing specified serial numbers were held
to the order of such Paying, Transfer and Conversion Agent (to its
satisfaction) and that such Bonds will not be released until the earlier of:  (a)the conclusion of the meeting specified
in such certificate or any adjournment of it; and  (b)the surrender of the voting certificate
to the Paying, Transfer and Conversion Agent which issued it; and  1.1.2that its bearer is entitled to attend
and vote at such meeting or any adjournment of it in respect of the Bonds
represented by such voting certificate;  1.2block
voting instruction means a document in the English language issued
by a Paying, Transfer and Conversion Agent and dated in which:  1.2.1it is certified that bearer Bonds (not
being Bonds in respect of which a voting certificate has been issued and is
outstanding in respect of the meeting specified in such block voting
instruction or any adjournment of it) are held to the order of such Paying,
Transfer and Conversion Agent (or to its order at a bank or other satisfaction)
and that such Bonds will not be released until the earlier of:  (i)the conclusion of the meeting specified
in such document or any adjournment of it; and  (ii)the surrender, not less than 48 hours
before the time fixed for such meeting or adjournment, of the receipt for each
such deposited Bond which is to be released to the Paying, Transfer and
Conversion Agent which issued it and the notification of such surrender by such
Paying, Transfer and Conversion Agent to the Issuer;  1.2.2it is certified that each depositor of
such Bonds or a duly authorised agent on his behalf has instructed such Paying,
Transfer and Conversion Agent that the votes attributable to his Bonds so
deposited should be cast in a particular way in relation to the resolution to
be put to such meeting or any adjournment of it and that all such instructions are,
during the period of 48 hours before the time fixed for such meeting or
adjourned meeting, neither revocable nor subject to amendment;  1.2.3the total numbers and the serial
numbers of the Bonds so deposited are listed, distinguishing with regard to each
such resolution between those in respect of which instructions have been so
given (i) to vote for, and (ii) to vote against, the resolution; and  39


1.2.4any person named in such document as a
proxy is authorised and instructed by such Paying, Transfer and Conversion
Agent to vote in respect of the Bonds so listed in accordance with the
instructions referred to in paragraph 1.2.3 above as set out in such document.  2  2.1A holder of a bearer Bond may obtain a
voting certificate from a Paying, Transfer and Conversion Agent or require a
Paying, Transfer and Conversion Agent to issue a block voting instruction by
depositing his Bond with such Paying, Transfer and Conversion Agent not later
than 48 hours before the time fixed for any meeting. Voting certificates and
block voting instructions shall be valid until the relevant Bonds are released
pursuant to paragraph 1 and until then the holder of any such voting
certificate or (as the case may be) the proxy named in any such block voting
instruction shall, for all purposes in connection with any meeting or proposed
meeting of Bondholders, be deemed to be the holder of the Bonds to which such
voting certificate or block voting instruction relates and the Paying, Transfer
and Conversion Agent with which (or to the order of which) such Bonds have been
deposited shall be deemed for such purposes not to be the holder of those
Bonds.  2.2A holder of a Bond in registered form
may by an instrument in writing (a form of
proxy) in the form available from any Agent in English signed by
the holder or, in the case of a corporation, executed under its common seal or
signed on its behalf by an attorney or a duly authorised officer of the
corporation and delivered to any Paying, Transfer and Conversion Agent not
later than 48 hours before the time fixed for any meeting, appoint any person
as a proxy (a proxy) to act on
his or its behalf in connection with any meeting or proposed meeting of
Bondholders.  2.3A holder of a Bond in registered form
which is a corporation may, by delivering to any Paying, Transfer and
Conversion Agent not later than 48 hours before the time fixed for any meeting
a resolution in English of its directors or other governing body, authorise any
person to act as its representative (a representative)
in connection with any meeting or proposed meeting of Bondholders.  2.4A proxy or representative so appointed
shall so long as such appointment remains in force be deemed, for all purposes
in connection with any meeting or proposed meeting of Bondholders specified in
such appointment, to be the holder of the Bonds to which such appointment
relates and the holder of the Bonds shall be deemed for such purposes not to be
the holder.  3Each of the Issuer and the Trustee at
any time may, and the Trustee (subject to its being indemnified to its
satisfaction against all costs and expenses thereby occasioned) upon a request
in writing of Bondholders holding not less than one-tenth in principal amount
of the Bonds for the time being outstanding shall, convene a meeting of
Bondholders. Whenever any such party is about to convene any such meeting it
shall forthwith give notice in writing to each other party of the day, time and
place of the meeting and of the nature of the business to be transacted at it.
Every such meeting shall be held at such time and place as the Trustee may
approve.  4At least 21 days notice (exclusive of
the day on which the notice is given and of the day on which the meeting is
held) specifying the day, time and place of meeting shall be given to the
Bondholders. A copy of the notice shall in all cases be given by the party
convening the meeting to each of the other parties. Such notice shall also
specify, unless in any particular case the Trustee otherwise agrees, the nature
of the resolutions to be proposed and that  40


the holders of
Bonds may appoint proxies by executing and delivering a form of proxy in the
English language to the specified office of a Paying, Transfer and Conversion
Agent not later than 48 hours before the time fixed for the meeting or, in the
case of corporations, may appoint representatives by resolution in the English
language of their directors or other governing body and by delivering an
executed copy of such resolution to the Paying, Transfer and Conversion Agent
not later than 48 hours before the time fixed for the meeting.  5A person (who may, but need not, be a
Bondholder) nominated in writing by the Trustee may take the chair at every
such meeting but if no such nomination is made or if at any meeting the person
nominated shall not be present within 15 minutes after the time fixed for the
meeting the Bondholders present shall choose one of their number to be chairman,
failing which the Issuer may appoint a chairman. The chairman of an adjourned
meeting need not be the same person as was chairman of the original meeting.  6At any such meeting any one or more
persons present in person holding Bonds or voting certificates or being proxies
or representatives and holding or representing in the aggregate not less than
one-tenth in principal amount of the Bonds for the time being outstanding shall
(except for the purpose of passing an Extraordinary Resolution) form a quorum for
the transaction of business and no business (other than the choosing of a
chairman) shall be transacted at any meeting unless the requisite quorum be
present at the commencement of business. The quorum at any such meeting for
passing an Extraordinary Resolution shall (subject as provided below) be one or
more persons present in person holding Bonds or voting certificates or being
proxies or representatives and holding or representing in the aggregate a clear
majority in principal amount of the Bonds for the time being outstanding
provided that at any meeting the business of which includes any of the matters
specified in the proviso to paragraph 19 the quorum shall be one or more
persons present in person holding Bonds or voting certificates or being proxies
or representatives and holding or representing in the aggregate not less than
three-quarters in principal amount of the Bonds for the time being outstanding.  7If within 15 minutes from the time
fixed for any such meeting a quorum is not present the meeting shall, if
convened upon the requisition of Bondholders, be dissolved. In any other case
it shall stand adjourned (unless the Issuer and the Trustee agree that it be
dissolved) for such period, not being less than 14 days nor more than 42 days,
and to such place, as may be decided by the chairman. At such adjourned meeting
one or more persons present in person holding Bonds or voting certificates or
being proxies or representatives (whatever the principal amount of the Bonds so
held or represented) shall form a quorum and may pass any resolution and decide
upon all matters which could properly have been dealt with at the meeting from
which the adjournment took place had a quorum been present at such meeting
provided that at any adjourned meeting at which is to be proposed an
Extraordinary Resolution for the purpose of effecting any of the modifications
specified in the proviso to paragraph 19 the quorum shall be one or more
persons so present holding Bonds or voting certificates or being proxies or representatives
and holding or representing in the aggregate not less than one-half in
principal amount of the Bonds for the time being outstanding.  8The chairman may with the consent of
(and shall if directed by) any meeting adjourn such meeting from time to time
and from place to place but no business shall be transacted at any adjourned
meeting except business which might lawfully have been transacted at the
meeting from which the adjournment took place.  41


9At least 10 days notice of any meeting
adjourned through want of a quorum shall be given in the same manner as for an
original meeting and such notice shall state the quorum required at such
adjourned meeting. It shall not, however, otherwise be necessary to give any
notice of an adjourned meeting.  10Every question submitted to a meeting
shall be decided in the first instance by a show of hands and in case of
equality of votes the chairman shall both on a show of hands and on a poll have
a casting vote in addition to the vote or votes (if any) which he may have as a
Bondholder or as a holder of a voting certificate or as a proxy or
representative.  11At any meeting, unless a poll is
(before or on the declaration of the result of the show of hands) demanded by
the chairman, the Issuer, the Trustee or by one or more persons holding one or
more Bonds or voting certificates or being proxies or representatives and
holding or representing in the aggregate not less than one-fiftieth in
principal amount of the Bonds for the time being outstanding, a declaration by
the chairman that a resolution has been carried or carried by a particular
majority or lost or not carried by any particular majority shall be conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.  12If at any meeting a poll is so
demanded, it shall be taken in such manner and (subject as provided below)
either at once or after such an adjournment as the chairman directs and the
result of such poll shall be deemed to be the resolution of the meeting at
which the poll was demanded as at the date of the taking of the poll. The
demand for a poll shall not prevent the continuation of the meeting for the
transaction of any business other than the question on which the poll has been
demanded.  13Any poll demanded at any meeting on the
election of a chairman or on any question of adjournment shall be taken at the
meeting without adjournment.  14The Issuer and the Trustee (through
their respective representatives) and their respective financial and legal
advisers may attend and speak at any meeting of Bondholders. No one else may
attend at any meeting of Bondholders or join with others in requesting the
convening of such a meeting unless he is the holder of a Bond or a voting
certificate or is a proxy or a representative.  15At any meeting on a show of hands every
person who is present in person and who produces a Bond or voting certificate
or is a proxy or a representative shall have one vote and on a poll every
person who is so present shall have one vote in respect of each U.S.$10,000
(or, in the case of meetings of holders of Bonds denominated in another
currency, as the Trustee in its absolute discretion may decide) in principal
amount of the Bonds so produced or represented by the voting certificate so
produced or in respect of which he is a proxy or a representative. Without
prejudice to the obligations of proxies named in any block voting instruction,
any person entitled to more than one vote need not use all his votes or cast
all the votes to which he is entitled in the same way.  16The proxy named in any block voting
instruction need not be a Bondholder.  17Each block voting instruction shall be
deposited at the registered office of the Issuer or at such other place as the
Trustee shall designate or approve, not less than 24 hours before the time
appointed for holding the meeting or adjourned meeting at which the proxy named
in the block voting instruction proposes to vote, and in default the block
voting instruction shall not be treated as valid unless the chairman of the
meeting decides otherwise before such meeting or adjourned meeting proceeds to
business. A notarially certified copy of  42


each such block
voting instruction and satisfactory proof (if applicable) shall if required by
the Trustee be produced by the proxy at the meeting or adjourned meeting but
the Trustee shall not thereby be obliged to investigate or be concerned with
the validity of, or the authority of, the proxy named in any such block voting
instruction.  18Any vote given in accordance with the
terms of a block voting instruction shall be valid even if the block voting
instruction or any of the Bondholders instructions pursuant to which it was
executed has been previously revoked or amended, provided that no intimation in
writing of such revocation or amendment shall have been received from the
relevant Paying, Transfer and Conversion Agent by the Issuer or the Trustee at
its registered office or by the chairman of the meeting in each case not less
than 24 hours before the time fixed for the meeting or adjourned meeting at
which the block voting instruction is used.  19A meeting of Bondholders shall, subject
to the Conditions, in addition to the powers given above, but without prejudice
to any powers conferred on other persons by this Trust Deed, have power
exercisable by Extraordinary Resolution:  19.1to sanction any proposal by the Issuer
or the Trustee for any modification, abrogation, variation or compromise of, or
arrangement in respect of, the rights of the Bondholders against the Issuer or
against any of its property whether such rights shall arise under this Trust
Deed or otherwise;  19.2to sanction any scheme or proposal for
the exchange, substitution or sale of the Bonds for, or the conversion of the
Bonds into, or the cancellation of the Bonds in consideration of, shares,
depositary receipts, stock, notes, bonds, debentures, debenture stock and/or
other obligations and/or securities of the Issuer or any other body corporate
formed or to be formed, or for or into or in consideration of cash, or partly
for or into or in consideration of such shares, depositary receipts, stock,
notes, bonds, debentures, debenture stock and/or other obligations and/or
securities as aforesaid and partly for or into or in consideration of cash;  19.3to assent to any modification of this
Trust Deed or the Bonds proposed by the Issuer or the Trustee;  19.4to authorise anyone to concur in and do
all such things as may be necessary to carry out and to give any authority,
direction or sanction which under this Trust Deed or the Bonds is required to
be given by Extraordinary Resolution;  19.5to appoint any persons (whether
Bondholders or not) as a committee or committees to represent the interests of
the Bondholders and to confer upon such committee or committees any powers or
discretions which the Bondholders could themselves exercise by Extraordinary
Resolution;  19.6to approve a person proposed to be
appointed as a new Trustee and to remove any Trustee;  19.7to approve the substitution of any
entity for the Issuer (or any previous substitute) as principal debtor under
this Trust Deed; and  19.8to discharge or exonerate the Trustee
from any liability in respect of any act or omission for which it may become
responsible under this Trust Deed or the Bonds;  provided that the special quorum
provisions contained in the proviso to paragraph 6 and, in the case of an
adjourned meeting, in the proviso to paragraph 7 shall apply in relation to  43


any Extraordinary Resolution for
the purpose of paragraph 19.2 or 19.7 or for the purpose of making any
modification to the provisions contained in this Trust Deed or the Bonds which
would have the effect of:  19.8.1modifying the maturity of the Bonds or
the dates on which interest is payable in respect of the Bonds; or  19.8.2modifying or varying the Conversion
Rights in respect of the Bonds; or  19.8.3reducing or cancelling the principal
amount, or interest on, the Bonds; or  19.8.4increasing the Conversion Price other
than in accordance with the Conditions; or  19.8.5changing the currency of any payment in
respect of the Bonds; or  19.8.6modifying the provisions contained in
this Schedule concerning the quorum required at any meeting of Bondholders or
the majority required to pass an Extraordinary Resolution; or  19.8.7amending this proviso.  20An Extraordinary Resolution passed at a
meeting of Bondholders duly convened and held in accordance with this Trust
Deed shall be binding upon all the Bondholders, whether or not present at such
meeting and whether or not they vote in favour, and each of the Bondholders
shall be bound to give effect to it accordingly. The passing of any such
resolution shall be conclusive evidence that the circumstances of such
resolution justify the passing of it.  21Subject to paragraph 22, the expression
Extraordinary Resolution means a
resolution passed at a meeting of Bondholders duly convened and held in
accordance with these provisions by a majority consisting of not less than
three-quarters of the votes cast.  22A resolution in writing signed by or on
behalf of the holder or holders of not less than 90 per cent. of the aggregate
principal amount of the Bonds for the time being outstanding shall for all
purposes be as valid and effectual as an Extraordinary Resolution passed at a
meeting of Bondholders duly convened and held in accordance with the provisions
of this Schedule. Such a resolution in writing may be contained in one document
or several documents in the same form, each signed by or on behalf of one or
more holders of the Bonds.  23Minutes of all resolutions and
proceedings at every such meeting shall be made and entered in the books to be
from time to time provided for that purpose by the Issuer or the Trustee and
any such minutes, if purporting to be signed by the chairman of the meeting at
which such resolutions were passed or proceedings transacted or by the chairman
of the next succeeding meeting of Bondholders, shall be conclusive evidence of
the matters contained in them and until the contrary is proved every such
meeting in respect of the proceedings of which minutes have been so made and
signed shall be deemed to have been duly convened and held and all resolutions
passed or proceedings transacted at it to have been duly passed and transacted.  24Subject to all other provisions
contained in this Trust Deed the Trustee may without the consent of the
Bondholders prescribe such further regulations regarding the holding of
meetings of Bondholders and attendance and voting at them as the Trustee may in
its sole discretion determine including particularly (but without prejudice to
the generality of the foregoing) such regulations and requirements as the
Trustee thinks reasonable:  44


24.1so as to satisfy itself that persons
who purport to requisition a meeting in accordance with paragraph 3 or who
purport to make any requisition to the Trustee in accordance with this Trust
Deed are in fact Bondholders; and  24.2as to the form of voting certificates
or block voting instructions to be issued pursuant to paragraph 1 so as to
satisfy itself that persons who purport to attend or vote at any meeting of
Bondholders are entitled to do so in accordance with this Trust Deed.  25If and whenever the Issuer shall have
issued and have outstanding any Bonds which are not identical and do not form
one single series then those Bonds which are in all respects identical shall be
deemed to constitute a separate series of the Bonds and the foregoing
provisions of this Schedule shall have effect subject to the following
modifications:  25.1a resolution which in the opinion of
the Trustee affects one series only of the Bonds shall be deemed to have been
duly passed if passed at a separate meeting of the holders of the Bonds of that
series;  25.2a resolution which in the opinion of
the Trustee affects more than one series of the Bonds but does not give rise to
a conflict of interest between the holders of Bonds of any of the series so
affected shall be deemed to have been duly passed if passed at a single meeting
of the holders of the Bonds of all the series so affected;  25.3a resolution which in the opinion of
the Trustee affects more than one series of the Bonds and gives or may give
rise to a conflict of interest between the holders of the Bonds of any of the
series so affected shall be deemed to have been duly passed only if it shall be
duly passed at separate meetings of the holders of the Bonds of each series so
affected; and  25.4to all such meetings as aforesaid all
the preceding provisions of this Schedule shall mutatis mutandisapply as though references therein to Bonds
and holders were references to the Bonds of the series or group of series in
question and to the holders of such Bonds respectively.  26If the Issuer shall have issued and
have outstanding (a) Bonds which are not denominated in United States dollars
or (b) more than one series of Bonds denominated in United States dollars but
in differing denominations, the following provisions shall apply. In the case
of any meeting of holders of Bonds of more than one currency the principal
amount of such Bonds not denominated in United States dollars shall (i) for the
purposes of paragraph 3 above be the equivalent in United States dollars at the
spot rate of a bank nominated by the Trustee for the conversion of the relevant
currency or currencies into United States dollars on the seventh dealing day
prior to the day on which the request in writing is received by the Trustee and
(ii) for the purposes of paragraphs 6, 7, 11 and 15 above (whether in respect
of the meeting, or any adjourned such meeting or any poll resulting therefrom)
be the equivalent in United States dollars at such spot rate on the seventh
dealing day (as defined above) prior to the day of such meeting or, if
applicable, the taking of such poll. In such circumstances, and where separate series
of Bonds denominated in United States dollars but of different denominations
are to be treated together for the purposes of this Schedule, on any poll each
person present shall have one vote for every complete one United States dollar
of Bonds (converted as above) which he holds.  27Nothing in this Trust Deed shall
prevent any of the proxies named in any block voting instruction or form of
proxy from being a director, managing director, officer or representative of,
or otherwise connected with, the Issuer or any of its subsidiaries.  45


28References in this Schedule to Agents
shall, where the context requires, be taken to be references to Paying,
Transfer and Conversion Agent.  29For the avoidance of doubt, the
provision of Article 86 to 94-8 of the Luxembourg law of 10 August 1915
concerning commercial companies, as amended, shall not apply in respect of the
Bonds.  46


Schedule 4Terms and Conditions of the Bonds  The
issue of the U.S.$200,000,000 4.00 per cent. 
Convertible Bonds due 2010 (the Bonds, which
expression shall, unless otherwise indicated, include the U.S.$25,000,000
principal amount of additional Bonds issued pursuant to the option to increase
the principal amount of the Bonds (described in the Trust Deed referred to
below) and any further bonds issued pursuant to Condition 18 and consolidated
and forming a single series with the Bonds) was (save in respect of any such
further Bonds) authorised by a resolution of the Board of Directors of Millicom
International Cellular S.A. (the Issuer) passed
on November 28, 2004.  The Bonds are
constituted by a trust deed dated January 7, 2005 (the Trust Deed)
between the Issuer and The Bank of New York (the Trustee,
which expression shall include all persons for the time being appointed as the
trustee or trustees under the Trust Deed) as trustee for the holders (as
defined below) of the Bonds.  The
statements set out in these Terms and Conditions (the Conditions)
are summaries of, and are subject to, the detailed provisions of the Trust
Deed, which includes the forms of the Bonds. 
The Bondholders (as defined below) are entitled to the benefit of, and
are bound by, and are deemed to have notice of, all the provisions of the Trust
Deed and those provisions applicable to them which are contained in the Paying,
Transfer and Conversion Agency Agreement dated January 7, 2005 (the Agency Agreement) relating to the Bonds between the Issuer,
the Trustee, The Bank of New York (the Principal Paying, Transfer
and Conversion Agent, which expression shall include any successor
as principal paying, transfer and conversion agent under the Agency Agreement),
the paying, transfer and conversion agents for the time being (such persons,
together with the Principal Paying, Transfer and Conversion Agent, being
referred to below as the Paying, Transfer and
Conversion Agents, which expression shall include their successors
as Paying, Transfer and Conversion Agents under the Agency Agreement) and The
Bank of New York in its capacity as registrar (the Registrar,
which expression shall include any successor as registrar under the Agency
Agreement).  Copies of each of the Trust
Deed and the Agency Agreement are available for inspection at the registered
office for the time being of the Trustee (presently at 48th Floor,
One Canada Square, London E14 5AL, United Kingdom), and at the specified
offices of the Paying, Transfer and Conversion Agents and the Registrar.  Capitalised
terms used but not defined in these Conditions shall have the meanings
attributed to them in the Trust Deed unless the context otherwise requires or
unless otherwise stated.  1Form,
Denomination, Title and Status  (a)Form
and Denomination  The
Bonds are in registered form, serially numbered, in principal amounts of
U.S.$10,000 or integral multiples thereof (authorised
denominations).  The Bonds shall bear the following legend:  NEITHER THIS SECURITY NOR
ANY BOND EVIDENCED HEREBY NOR ANY SWEDISH DEPOSITARY RECEIPT (SDR) OR
ORDINARY SHARE DELIVERABLE UPON CONVERSION OF ANY BOND EVIDENCED HEREBY HAS
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S.
SECURITIES ACT), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN NOR ANY BOND EVIDENCED HEREBY
NOR ANY SDR OR ORDINARY SHARE DELIVERABLE UPON CONVERSION OF ANY BOND EVIDENCED
HEREBY MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.  (b)Title  Title
to the Bonds will pass by transfer and registration as described in Condition 4.  The holder (as defined below) of any Bond
will (except as otherwise required by law or as ordered by a court of competent
jurisdiction) be treated as its absolute owner for all purposes (whether or not
it is overdue and regardless of any notice of ownership, trust or any interest
in it or its theft or loss (or that of the related certificate, as  47


appropriate) or anything written on it or on the
certificate representing it (other than a duly executed transfer thereof)) and
no person will be liable for so treating the holder.  (c)Status  The
Bonds constitute (subject to Condition 2) direct, unsecured obligations of the
Issuer ranking pari passu and rateably, without
any preference among themselves, with all other existing and future unsecured
and unsubordinated indebtedness of the Issuer but, in the event of insolvency,
only to the extent permitted by applicable laws relating to creditors rights.  2Negative
Pledge  The
Issuer shall not, and shall not permit any Restricted Subsidiary of the Issuer,
Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to,
Incur or suffer to exist any Lien (other than Permitted Liens) on or with
respect to any property or assets now owned or hereafter acquired to secure any
Debt of the Issuer unless the Bonds are equally and rateably secured by such
Lien; provided that, if the Debt secured by such Lien is subordinate or junior
in right of payment to the Bonds, then the lien securing such Debt shall be subordinate
or junior in priority to the Lien securing the Bonds at least to the same
extent as such Debt is subordinate or junior to the Bonds.  3Definitions  In
these Conditions, unless otherwise provided:  Additional SDRs has the meaning provided in Condition 6(c).  Additional Shares has the meaning provided in Condition
6(c).  Affiliate of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. 
For the purposes of this definition, control when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms controlling and controlled
have meanings correlative to the foregoing.  Asset Disposition means any transfer, conveyance, sale,
lease or other disposition (including by way of a Sale and Leaseback
Transaction) by the Issuer, any Restricted Subsidiary of the Issuer, any
Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate
(including a consolidation or merger or other sale of any such Restricted
Subsidiary of the Issuer, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate with, into or to another Person in a transaction in which
such Restricted Subsidiary of the Issuer, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate ceases to be a Restricted Subsidiary of the
Issuer, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate, but excluding a disposition by a Restricted Subsidiary of the
Issuer, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate
to the Issuer or a Restricted Subsidiary which is an 80% or more owned
Subsidiary of the Issuer, by the Issuer to a Restricted Subsidiary of the
Issuer which is an 80% or more owned Subsidiary of the Issuer, by any
Restricted Subsidiary of a Restricted Affiliate to such Restricted Affiliate or
an 80% or more owned Restricted Subsidiary of such Restricted Affiliate or by a
Restricted Affiliate to a Restricted Subsidiary of such Restricted Affiliate
which is an 80% or more owned Subsidiary of such Restricted Affiliate) of (i)
shares of Capital Stock (other than directors qualifying shares) or other
ownership interests of a Restricted Subsidiary of the Issuer, Restricted
Affiliate or Restricted Subsidiary of a Restricted Affiliate, (ii)
substantially all of the assets of the Issuer, any Restricted Subsidiary of the
Issuer, any Restricted Affiliate or any Restricted Subsidiary of a Restricted
Affiliate representing a division or line of business or (iii) other assets or
rights of the Issuer, any Restricted Subsidiary of the Issuer, any Restricted
Affiliate or any Restricted Subsidiary of a Restricted Affiliate outside of the
ordinary course of business (other than any disposition of Receivables and
Related Assets in a Qualified Securitisation Transaction); provided that in
each case the aggregate consideration for such transfer, conveyance, sale,
lease or other disposition is equal to U.S.$10 million or more; provided
further that the term Asset Disposition shall not include (x) any transaction
subject to, and permitted under Section 10.09 of the Indenture, or any other
similar provisions of any indenture, instrument or agreement constituting any
refinancing of the 10% Senior Notes or (y) any Permitted Investment.  48


Board of Directors means either the board of directors of
the Issuer or any duly authorised committee of that board.  Board Resolution means a copy of a resolution certified by
the President, Chief Executive Officer, any Director or the Secretary of the
Board of Directors of the Issuer to have been duly adopted by the Board of
Directors or a committee thereof and to be in full force and effect on the date
of such certification, and delivered to the Trustee.  Bondholder and holder mean
the person in whose name a Bond is registered in the Register (as defined in
Condition 4(a)) and, in the case of a joint holding, the first named person.  business day means, in relation to any place, a day (other
than a Saturday or Sunday) on which commercial banks and foreign exchange
markets are open for business in that place.  Capital Lease Obligation of any Person means the obligation
to pay rent or other payment amounts under a lease of real or personal property
of such Person which is required to be classified and accounted for as a capital
lease on the face of a balance sheet of such Person in accordance with
International Financial Reporting Standards. 
The Stated Maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.  The principal amount of Debt
represented by such obligation shall be the capitalised amount thereof that
would appear on the face of a balance sheet of such Person in accordance with
International Financial Reporting Standards.  Capital Stock of any Person means any and all shares,
interests, participation or other equivalents (however designated) of corporate
stock or other equity participation, including partnership interests, whether
general or limited, of such Person.  Cash Equivalents means, with respect to any Person, (i)
Government Bonds, (ii) certificates of deposit and eurodollar time deposits and
money market deposits, bankers acceptances and overnight bank deposits, in
each case issued by or with (A) Banque Invik up to an aggregate amount at any
time outstanding not to exceed U.S.$25 million or (B) a bank or trust company
which is organised under the laws of the United States of America, any state
thereof or any foreign country recognised by the United States, and which bank
or trust company has capital, surplus and undivided profits aggregating in
excess of U.S.$100 million (or the foreign currency equivalent thereof) and has
outstanding debt which is rated A (or such similar equivalent rating) or
higher by at least one nationally recognised statistical rating organisation
(as defined in Rule 436 under the Securities Act) or any money-market fund
sponsored by a registered broker dealer or mutual fund distributor, (iii)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (i) and (ii) entered into with any
financial institution meeting the qualifications specified in clause (ii)
above, (iv) commercial paper having the highest rating obtainable from Moodys
or S&P and in each case maturing within six months after the date of
acquisition, (v) with respect to any Person organised under the laws of, or
having its principal business operations in, a jurisdiction outside Luxembourg
or the United States, those investments that are comparable to clauses (i),
(ii), (iii) and (iv) in the country in which such Person is organised or
conducting business; and (vi) up to U.S.$2 million in aggregate of other
Investments held by Restricted Subsidiaries of the Issuer, Restricted
Affiliates or Restricted Subsidiaries of Restricted Affiliates.  Change of Control will be deemed to have occurred at such
time as either (a) any Person (other than a Permitted Holder) or any Persons
acting together that would constitute a group (a Group)
for purposes of Section 13(d) of the Exchange Act, or any successor provision
thereto (other than Permitted Holders), together with any Affiliates thereof,
shall beneficially own (within the meaning of Rule 13d-3 under the Exchange
Act, or any successor provision thereto) at least 50% of the aggregate voting
power of all classes of Voting Stock of the Issuer, other than pursuant to an
Exempt Newco Scheme; or (b) any Person or Group (other than Permitted Holders),
together with any Affiliates thereof, shall succeed in having a sufficient
number of its nominees elected to the Board of Directors of the Issuer such
that such nominees, when added to any existing director remaining on the Board
of Directors of the Issuer after such election who was a nominee of or is an
Affiliate of such Person or Group, will constitute a majority of the Board of
Directors of the Issuer.  Change of Control Triggering Event will be deemed to have
occurred if a Change of Control has occurred and a Rating Decline occurs.  49


Closing Date means January 7, 2005.  Consolidated Corporate and Licence Acquisition Expense
means, with respect to the Issuer, (i) costs of head office personnel salaries,
rent, and other head office expenses and (ii) costs (other than capitalised
costs) incurred in seeking new licenses.  Consolidated Income Tax Expense for any period means the
consolidated provision for income taxes of the Issuer and its Restricted Group
for such period calculated on a consolidated basis in accordance with
International Financial Reporting Standards.  Consolidated Interest Expense means for any period the
consolidated interest expense included in a consolidated income statement
(without deduction of interest income) of the Issuer and its Restricted Group
for such period calculated on a consolidated basis in accordance with
International Financial Reporting Standards including without limitation or
duplication (or, to the extent not so included, with the addition of), (i) the
amortisation of Debt discounts; (ii) any payments or fees with respect to
letters of credit, bankers acceptances or similar facilities; (iii) fees with
respect to interest rate swap or similar agreements or foreign currency hedge,
exchange or similar agreements; (iv) Preferred Stock dividends (other than with
respect to Redeemable Stock) declared and paid or payable; (v) accrued
Redeemable Stock dividends, whether or not declared or paid; (vi) interest on
Debt guaranteed by the Issuer and any member of its Restricted Group; and (vii)
the portion of any rental obligation allocable to interest expense.  Consolidated Net Income for any period means the
consolidated net income (or loss) of the Issuer and its Restricted Group for
such period determined on a consolidated basis in accordance with International
Financial Reporting Standards; provided that there shall be excluded therefrom
(without duplication) (a) the net income (or loss) of any Person acquired by
the Issuer or a member of its Restricted Group in a pooling-of-interests
transaction for any period prior to the date of such transaction, (b) the net
income (or loss) of any Person that is not a member of the Restricted Group of
the Issuer except to the extent of the amount of dividends or other
distributions actually paid to the Issuer or a member of its Restricted Group
by such Person during such period, (c) gains or losses on Asset Dispositions by
the Issuer or any member of its Restricted Group other than in the ordinary
course of business, (d) all extraordinary gains and extraordinary losses, (e)
the cumulative effect of changes in accounting principles, (f) non-cash gains
or losses resulting from fluctuations in currency exchange rates and (g) the
tax effect of any of the items described in clauses (a) through (f) above.  Conversion Date has the meaning provided in Condition 6(h).  Conversion Notice has the meaning provided in Condition
6(h).  Conversion Period has the meaning provided in Condition
6(a).  Conversion Price has the meaning provided in Condition
6(a).  Conversion Right has the meaning provided in Condition
6(a).  Current Market Price means, in respect of an Ordinary Share
at a particular date, the arithmetic average of the Volume Weighted Average
Price of an Ordinary Share for the five consecutive dealing days ending on the
dealing day immediately preceding such date; provided that if at any time
during the said five-dealing-day period the Volume Weighted Average Price shall
have been based on a price ex-Dividend (or ex- any other entitlement) and
during some other part of that period the Volume Weighted Average Price shall
have been based on a price cum-Dividend (or cum- any other entitlement), then:  (a)if
the Ordinary Shares to be issued do not rank for the Dividend (or entitlement)
in question, the Volume Weighted Average Price on the dates on which the
Ordinary Shares shall have been based on a price cum-Dividend (or cum- any
other entitlement) shall for the purpose of this definition be deemed to be the
amount thereof reduced by an amount equal to the Fair Market Value of any such
Dividend or entitlement per Ordinary Share as at the date of first public
announcement of such Dividend (or entitlement); or  (b)if
the Ordinary Shares to be issued do rank for the Dividend (or entitlement) in
question, the Volume Weighted Average Price on the dates on which the Ordinary
Shares shall have been based  50


on a price ex-Dividend
(or ex- any other entitlement) shall for the purpose of this definition be
deemed to be the amount thereof increased by such similar amount,  and
provided further that if on each of the said five dealing days the Volume Weighted
Average Price shall have been based on a price cum-Dividend (or cum- any other
entitlement) in respect of a Dividend (or other entitlement) which has been
declared or announced but the Ordinary Shares to be issued do not rank for that
Dividend (or other entitlement) the Volume Weighted Average Price on each of
such dates shall for the purposes of this definition be deemed to be the amount
thereof reduced by an amount equal to the Fair Market Value of any such
Dividend or entitlement per Ordinary Share as at the date of the first public
announcement of such Dividend or entitlement,  and
provided further that, if the Volume Weighted Average Price of an Ordinary
Share is not available on one or more of the said five dealing days, then the
average of such Volume Weighted Average Prices which are available in that
five-dealing-day period shall be used (subject to a minimum of two such prices)
and if only one, or no, such Volume Weighted Average Price is available in the
relevant period the Current Market Price shall be determined in good faith by
an Independent Financial Adviser.  dealing day means a day on which the Relevant Exchange or
relevant exchange or securities market is open for business, other than a day
on which the Relevant Exchange or relevant exchange or securities market is
scheduled to or does close prior to its regular weekday closing time.  Debt means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person
and whether or not contingent, (i) the principal of and premium, if any, in
respect of every obligation of such Person for money borrowed, (ii) the
principal of and premium, if any, in respect of every obligation of such Person
evidenced by bonds, debentures, notes or other similar instruments, including
obligations incurred in connection with the acquisition of property, assets or
businesses, (iii) every reimbursement obligation of such Person with respect to
letters of credit, bankers acceptances or similar facilities issued for the
account of such Person (other than such obligations that are reimbursed within
five business days following receipt by such Person of a demand for
reimbursement), (iv) every obligation of such Person issued or assumed as the
deferred purchase price of property or services (including securities
repurchase agreements but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business which are not overdue or
which are being contested in good faith), (v) every Capital Lease Obligation of
such Person, (vi) all sales of Receivables and Related Assets of such Person,
together with any obligation of such Person to pay any discount, interest,
fees, indemnities, penalties, recourse, expenses or other amounts in connection
therewith, (vii) all Redeemable Stock issued by such Person, (viii) the net
obligation under Interest Rate, Currency or Commodity Price Agreements of such
Person and (ix) every obligation of the type referred to in clauses (i) through
(viii) of another Person and all dividends of another Person the payment of
which, in either case, such Person has Guaranteed or is responsible or liable,
directly or indirectly, as obligor, Guarantor or otherwise).  The amount or principal amount of Debt at
any time of determination as used herein represented by (a) any Debt issued at
a price that is less than the principal amount at maturity thereof, shall be
the amount of the liability in respect thereof determined in accordance with
International Financial Reporting Standards, (b) any sale of Receivables and
Related Assets, shall be the amount of the unrecovered capital or principal
investment of the purchaser (other than the Issuer or a Wholly Owned Restricted
Subsidiary of the Issuer) thereof, excluding amounts representative of yield or
interest earned on such investment, and (c) any Redeemable Stock, shall be the
maximum fixed redemption or repurchase price in respect thereof.  Notwithstanding anything else to the
contrary, for all purposes under these Conditions, the amount of Debt Incurred,
repaid, redeemed, repurchased or otherwise acquired by a Restricted Subsidiary
of the Issuer, a Restricted Affiliate or a Restricted Subsidiary of a
Restricted Affiliate shall equal the liability in respect thereof determined in
accordance with International Financial Reporting Standards and reflected on
the Issuers consolidated balance sheet.  Depositary means Fischer Partners Fondkommission AB as
Swedish depositary under the Swedish Deposit Agreement, or the successor from time
to time in such capacity.  Dividend means any dividend or distribution (including a
Spin-Off) whether of cash, assets or other property, and whenever paid or made
and however described (and for these purposes a distribution of assets includes
without limitation an issue of Ordinary Shares or other Securities credited as
fully or partly paid up by way of capitalisation of profits or reserves)
provided that:  51


(a)where
a cash Dividend is announced which is to be, or may at the election of a
Shareholder or Shareholders be, satisfied by the issue or delivery of Ordinary
Shares or other property or assets, or where a capitalisation of profits or
reserves is announced which is to be, or may at the election of a Shareholder
or Shareholders be, satisfied by the payment of a cash Dividend, then for the
purposes of this definition the Dividend in question shall be treated as a
Dividend of the greater of (i) such cash Dividend and (ii) the Fair Market
Value (on the date of the first public announcement of such Dividend or
capitalisation (as the case may be) or if later, the date on which the number
of Ordinary Shares (or amount of property or assets, as the case may be) which
may be issued or delivered is determined)), of such Ordinary Shares or other
property or assets;  (b)any
issue of Ordinary Shares falling within Condition 6(b)(ii) shall be
disregarded;  (c)a
purchase or redemption or buy back of share capital of the Issuer by the Issuer
or any Subsidiary of the Issuer shall not constitute a Dividend unless, in the
case of purchases or buy backs of Ordinary Shares by or on behalf of the Issuer
or any of its Subsidiaries, the weighted average price per Ordinary Share
(before expenses) on any one day (a Specified Share Day)
in respect of such purchases or buy backs (translated, if not in U.S. dollars,
into U.S. dollars at the spot rate ruling at the close of business on such day
as determined in good faith by an Independent Financial Adviser (or if no such
rate is available on that date, the equivalent rate on the immediately
preceding date on which such rate is available) exceeds by more than 5 per
cent. the average of the closing prices of the Ordinary Shares on the Relevant
Exchange (as published by or derived from the Relevant Exchange) on the five
dealing days immediately preceding the Specified Share Day or, where an
announcement (excluding, for the avoidance of doubt for these purposes, any
general authority for such purchases approved by a general meeting of
Shareholders of the Issuer or any notice convening such a meeting of
Shareholders) has been made of the intention to purchase Ordinary Shares at
some future date at a specified price, on the five dealing days immediately
preceding the date of such announcement, in which case such purchase shall be
deemed to constitute a Dividend in U.S. dollars to the extent that the
aggregate price paid (before expenses) in respect of such Ordinary Shares
purchased by the Issuer or, as the case may be, any of its Subsidiaries
(translated where appropriate into U.S. dollars as provided above) exceeds the
product of (i) 105 per cent. of the average closing price of the Ordinary
Shares determined as aforesaid and (ii) the number of Ordinary Shares so
purchased; and  (d)if
the Issuer or any of its Subsidiaries shall purchase any receipts or
certificates representing Ordinary Shares, the provisions of paragraph (c)
shall be applied in respect thereof in such manner and with such modifications
(if any) as shall be determined in good faith by an Independent Financial
Adviser.  equity share capital means, in relation to a company, its
issued share capital excluding any part of that capital which, neither as
regards dividends nor as regards capital, carries any right to participate
beyond a specified amount in a distribution.  Event of Default has the meaning set forth in Condition 10.  Exchange Act means the U.S. Securities Exchange Act of
1934, as amended (or any successor act) and the rules and regulations
thereunder.  Exempt Newco Scheme means a Newco Scheme where immediately
after completion of the relevant scheme of arrangement or analogous proceeding
the ordinary shares of Newco are (1) admitted to listing on the New York Stock
Exchange, the Luxembourg Stock Exchange or the Stockholm Stock Exchange or (2)
quoted on NASDAQ or (3) admitted to the Official List of the UK Listing
Authority and admitted to trading on the London Stock Exchange plcs market for
listed securities or (4) admitted to listing on such other regulated, regularly
operating, recognised stock exchange of securities as the Issuer or Newco may
determine.  Fair Market Value means, with respect to any property on
any date, the fair market value of that property as determined in good faith by
an Independent Financial Adviser provided, that (i) the Fair Market Value of a
cash Dividend paid or to be paid shall be the amount of such cash Dividend;
(ii) the Fair Market Value of any other cash amount shall be the amount of such
cash; (iii) where Spin-Off Securities, options, warrants or other rights are
publicly traded in a market of adequate liquidity (as determined by an  52


Independent Financial Adviser), the fair market value
(a) of such Spin-Off Securities shall equal the arithmetic mean of the daily
Volume Weighted Average Prices of such Spin-Off Securities and (b) of such
options, warrants or other rights shall equal the arithmetic mean of the daily
closing prices of such options, warrants or other rights, in the case of both
(a) and (b) during the period of five trading days on the relevant market
commencing on such date (or, if later, the first such trading day such Spin-Off
Securities options, warrants or other rights are publicly traded); and (iv) in the
case of (i) converted into U.S. dollars (if declared or paid in a currency
other than U.S. dollars) at the rate of exchange used to determine the amount
payable to Shareholders who were paid or are to be paid or are entitled to be
paid the cash Dividend in U.S. dollars; and in any other case, converted into
U.S. dollars (if expressed in a currency other than U.S. dollars) at such rate
of exchange as may be determined in good faith by an Independent Financial
Adviser to be the spot rate ruling at the close of business on that date (or if
no such rate is available on that date the equivalent rate on the immediately
preceding date on which such a rate is available).  Final Maturity Date means January 7, 2010.  Government Bonds means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of
which obligations or guarantee the full faith and credit of the United States
is pledged and which have a remaining weighted average life to maturity of not
more than one year from the date of Investment therein.  Gradation means a gradation within a Rating Category or a
change to another Rating Category, which shall include: (i) + and - in the
case of S&Ps current Rating Categories (e.g., a decline from BB+ to BB
would constitute a decrease of one gradation), (ii) 1, 2 and 3 in the case of
Moodys current Rating Categories (e.g., a decline from Ba1 to Ba2 would
constitute a decrease of one gradation), or (iii) the equivalent in respect of
successor Rating Categories of S&P or Moodys or Rating Categories used by
Rating Agencies other than S&P and Moodys.  Guarantee by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Debt of any other Person (the primary
obligor) in any manner, whether directly or indirectly, and
including, without limitation, any obligation of such Person, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Debt or
to purchase (or to advance or supply funds for the purchase of) any security
for the payment of such Debt, (ii) to purchase property, securities or services
for the purpose of assuring the holder of such Debt of the payment of such
Debt, or (iii) to maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt (and Guaranteed, Guaranteeing and Guarantor
shall have meanings correlative to the foregoing); provided, however, that the
Guarantee by any Person shall not include endorsements by such Person for
collection or deposit, in either case, in the ordinary course of business.  Incur means, with respect to any Debt or other obligation
of any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Debt or other
obligation, including by acquisition of Subsidiaries (the Debt of any other
Person becoming a Subsidiary of such Person being deemed for this purpose to
have been incurred at the time such other Person becomes a Subsidiary), or the
recording, as required pursuant to generally accepted accounting principles or
otherwise, of any such Debt or other obligation on the balance sheet of such
Person (and Incurrence, Incurred,
Incurrable and Incurring
shall have meanings correlative to the foregoing); provided, however, that a
change in generally accepted accounting principles that results in an
obligation of such Person that exists at such time becoming Debt shall not be
deemed an Incurrence of such Debt.  Indenture means the indenture between the Issuer and The
Bank of New York with respect to the 10% Senior Notes.  Independent Financial Adviser means an investment bank of international
repute appointed by the Issuer and approved in writing by the Trustee (such
approval not to be unreasonably withheld or delayed having regard to the
interests of the Bondholders only) or, if the Issuer fails to make such
appointment and such failure continues for a reasonable period (as determined
by the Trustee) and the Trustee is indemnified to its satisfaction against the
costs, fees and expenses of such adviser, appointed by the Trustee following
notification to the Issuer.  Interest Payment Date has the meaning provided in Condition
5(a).  53


Interest Rate, Currency or Commodity Price Agreement of any
Person means any forward contract, futures contract, swap, option or other
financial agreement or arrangement (including, without limitation, caps,
floors, collars and similar agreements) relating to, or the value of which is
dependent upon, interest rates, currency exchange rates or commodity prices or
indices (excluding contracts for the purchase or sale of goods in the ordinary
course of business).  Investment by any Person means any direct or indirect loan,
advance or other extension of credit or capital contribution (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise) to, or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Debt issued by, any other Person, including any payment on a
Guarantee of any obligation of such other Person, but shall not include trade
accounts receivable in the ordinary course of business on credit terms made
generally available to the customers of such Person.  Investment Grade means (i) BBB- or above in the case of
S&P (or its equivalent under any successor Rating Categories of S&P),
(ii) Baa3 or above, in the case of Moodys (or its equivalent under any
successor Rating Categories of Moodys), and (iii) the equivalent in respect of
the Rating Categories of any Rating Agencies.  Lien means, with respect to any property or assets, any
mortgage, pledge, security interest, lien, charge, encumbrance, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including, without
limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).  Luxembourg means the Grand Duchy of Luxembourg.  Luxembourg business day means a day (other than a Saturday
or Sunday) on which commercial banks and foreign exchange markets are open for
business in Luxembourg.  Mandatorily Exchangeable Notes means the 5% Fixed and
Additional Rate Guaranteed Secured Mandatorily Exchangeable Notes due 2006
issued by Millicom Telecommunications S.A. and guaranteed by the Issuer, as the
same may be outstanding from time to time.  Maturity, when used with respect to any Bond, means the
date on which the principal of such Bond becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.  Minority Owned Affiliate of any specified Person means any
other Person in which an Investment has been made by the specified Person other
than a direct or indirect Subsidiary of the specified Person.  Moodys means Moodys Investor Service, Inc. and its
successors.  NASDAQ means the National Association of Securities Dealers
Automated Quotation System.  Net Available Proceeds from any Asset Disposition means
cash or readily marketable cash equivalents received (including by way of sale
or discounting of a note, instalment receivable or other receivable, but
excluding any Related Assets and other consideration received in the form of
assumption by the acquiror of Debt or other obligations relating to such
properties or assets) therefrom by the Issuer or any Restricted Subsidiary of
the Issuer, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate, net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses Incurred and all federal, state, provincial,
foreign and local taxes required to be accrued as a liability as a consequence
of such Asset Disposition, (ii) all payments made by the Issuer or any
Restricted Subsidiary of the Issuer, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate, on any Debt which is secured by such
assets in accordance with the terms of any Lien upon or with respect to such
assets or which must by the terms of such Debt or Lien, or in order to obtain a
necessary consent to such Asset Disposition or by applicable law, be repaid out
of the proceeds from such Asset Disposition, (iii) all distributions and other
payments made to other equity holders in Restricted Subsidiaries of the Issuer,
Restricted Affiliates or Restricted Subsidiaries of Restricted Affiliates, or
joint ventures as a result of such Asset Disposition and (iv) appropriate
amounts to be provided by the Issuer or any Restricted Subsidiary of the
Issuer, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate, as the case may be, as a reserve in accordance with International
Financial Reporting Standards, against any liabilities associated with such
assets and retained by the Issuer or any Restricted Subsidiary of the Issuer,
Restricted Affiliate or Restricted Subsidiary  54


of a Restricted Affiliate, as the case may be, after
such Asset Disposition, including, without limitation, liabilities under any
indemnification obligations and severance and other employee termination costs
associated with such Asset Disposition, in each case as determined by the Board
of Directors, in its reasonable good faith judgment evidenced by a resolution
of the Board of Directors filed with the Trustee; provided, however, that any
reduction in such reserve within twelve months following the consummation of
such Asset Disposition will be treated for all purposes of these Conditions and
the Bonds as a new Asset Disposition at the time of such reduction with Net
Available Proceeds equal to the amount of such reduction.  Newco Scheme means a scheme of arrangement or analogous
proceeding which effects the interposition of a limited liability company (Newco) between the Shareholders of the Issuer immediately
prior to the scheme of arrangement (the Existing Shareholders)
and the Issuer, provided that immediately after completion of the scheme of
arrangement the only shareholders of Newco are the Existing Shareholders and
that all Subsidiaries of the Issuer immediately prior to the scheme of
arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are
Subsidiaries of the Issuer (or of Newco) immediately after the scheme of
arrangement.  Officers Certificate means a certificate signed by the
President, Chairman of the Board, any Vice Chairman of the Board, any Director,
the Chief Executive Officer, the Chief Financial Controller, or the Secretary
of the Board of the Issuer, and delivered to the Trustee.  Operating Income for any period means the Consolidated Net
Income of the Issuer and its Restricted Group for such period (A) plus the sum
of (i) Consolidated Interest Expense of the Issuer and its Restricted Group for
such period, (ii) Consolidated Income Tax Expense of the Issuer and its
Restricted Group for such period, (iii) the consolidated depreciation and
amortisation expense included in the income statement of the Issuer and its
Restricted Group for such period, (iv) Consolidated Corporate and License
Acquisition Expense of the Issuer and its Restricted Group for such period and
(v) any other non-cash items reducing Consolidated Net Income (other than any
such non-cash item to the extent that it represents an accrual of or reserve
for cash expenditures in any future period required to be made by International
Financial Reporting Standards), and (B) minus all non-cash items increasing
Consolidated Net Income for such period (other than any such non-cash item to
the extent that it will result in the receipt of cash payments in any future
period); provided further that, in the event any of the Issuer, Restricted
Affiliates or Restricted Subsidiaries of Restricted Affiliates have made Asset
Dispositions or acquisitions of assets not in the ordinary course of business
(including acquisitions of other Persons by merger, consolidation or purchase
of Capital Stock) during or after such period, Operating Income shall be
calculated on a pro forma basis as if the Asset Dispositions or acquisitions
had taken place on the first day of such period.  Optional Redemption Date has the meaning provided in
Condition 7(b).  Optional Redemption Notice has the meaning provided in
Condition 7(b).  Ordinary Shares means fully paid shares of common stock in
the capital of the Issuer currently with a par value of U.S.$1.50 each.  Permitted Holder means Investment AB Kinnevik, Kinnevik
B.V. and each of their Affiliates and the estate, spouse, ancestors, and lineal
descendants of Jan H. Stenbeck, the legal representatives of any of the
foregoing and the trustee of any bona fide trust of which the foregoing are the
sole beneficiaries or the grantors, or any Person of which the foregoing beneficially
owns (within the meaning of Rule 13d-3 and 13d-5 under the Exchange Act or any
successor provision thereto) voting securities representing at least 662/3
% of the total voting power of all classes of Capital Stock of such Person
(exclusive of any matters as to which class voting rights exist).  Permitted Investment means:  (i)Investments in (i) Cash Equivalents
or (ii) in the ordinary course of business, certificates of deposit and time
deposits and money market deposits, bankers acceptances and overnight bank
deposits, in each case issued by or with a bank or trust company which is
organised under the laws of the jurisdiction in which the Restricted Subsidiary
of the Issuer, the Restricted Affiliate or the Restricted Subsidiary of a
Restricted Affiliate which makes such Investment operates; provided that the
Issuer shall use its reasonable efforts to ensure that any such bank or trust
company described in this clause (ii) is a credit-worthy institution;  55


(ii)Investments by the Issuer, any
Restricted Subsidiary of the Issuer, any Restricted Affiliate or any Restricted
Subsidiary of a Restricted Affiliate in a Restricted Subsidiary of the Issuer
that is primarily engaged in a Related Business, or Investments by any
Restricted Affiliate or any Restricted Subsidiary of such Restricted Affiliate
in a Restricted Subsidiary of such Restricted Affiliate that is primarily
engaged in a Related Business;  (iii)Investments by the Issuer or any
Restricted Subsidiary of the Issuer in a Person, if as a result of such
Investment (i) such Person becomes a Restricted Subsidiary of the Issuer that
is primarily engaged in a Related Business or (ii) such Person is merged,
consolidated or amalgamated into, or transfers or conveys all or substantially all
of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary
of the Issuer that is primarily engaged in a Related Business;  (iv)Investments
by a Restricted Affiliate or any Restricted Subsidiary of such Restricted
Affiliate in a Person, if as a result of such Investment (i) such Person
becomes a Restricted Subsidiary of such Restricted Affiliate that is primarily
engaged in a Related Business or (ii) such Person is merged, consolidated or
amalgamated into, or transfers or conveys all or substantially all of its
assets to, or is liquidated into such Restricted Affiliate or a Restricted
Subsidiary of such Restricted Affiliate that is primarily engaged in a Related
Business;  (v)Investments
by the Issuer or any of its Restricted Subsidiaries in any Minority Owned
Affiliate that has been properly designated as a Restricted Affiliate and that
is primarily engaged in a Related Business, provided that as of fiscal year
end, not less than 60% of the Issuers Pro Rata Portion of the aggregate cumulative
direct and indirect investment in all members of the Issuers Restricted Group
since December 1, 2004 shall be in the form of debt of such members of the
Issuers Restricted Group, provided further that any such Investment shall
cease to be a Permitted Investment pursuant to this clause (v) if and for so
long as such Restricted Affiliate ceases to observe any of the provisions of
the covenants that are applicable to such Restricted Affiliate;  (vi)Investments
acquired as consideration as permitted under Section 10.14 of the Indenture, or
any other similar provision of any indenture, instrument or agreement
constituting any refinancing of the 10% Senior Notes;  (vii)Investments
in a Securitisation Entity in connection with a Qualified Securitisation
Transaction, which Investment consists of the transfer of Receivables and
Related Assets;  (viii)Investments
by the Issuer (with respect to a Restricted Subsidiary of the Issuer in
existence on December 1, 2004) or any Restricted Subsidiary of the Issuer
(in existence on December 1, 2004) in a Person if as a result of such
Investment or a merger, consolidation, amalgamation or conveyance, transfer,
lease or contribution of properties and assets such Person becomes a Restricted
Affiliate or a Restricted Subsidiary of a Restricted Affiliate that is
primarily engaged in a Related Business; provided that the Board of Directors
of the Issuer shall determine as of the date of such transaction or business
combination that it will not materially impair the Issuers ability to make
payments on the Bonds; and  (ix)Investments
in a Restricted Subsidiary, a Restricted Affiliate or a Restricted Subsidiary
of a Restricted Affiliate in connection with the continuation of the business
cooperation agreement in Vietnam; provided that such Investments are in a
Related Business in Vietnam and are made solely pursuant to the requirements of
the agreement or agreements effecting such continuation; and  (x)Other
Investments in Persons primarily engaged in Related Businesses, in an aggregate
cumulative amount not to exceed U.S.$50 million.  For
the purpose of paragraph (x), only the Issuers Pro Rata Portion of any
Investment will be counted in determining the amount of Investment permitted to
be made under such paragraph.  Permitted Liens means:  (i)Liens
to secure Debt ranking pari passu with the Bonds;  56


(ii)Liens
for taxes, assessments or governmental charges or levies on the property of the
Issuer, any Restricted Subsidiary of the Issuer, any Restricted Affiliate or
any Restricted Subsidiary of a Restricted Affiliate if the same shall not at
the time be delinquent or thereafter can be paid without penalty, or are being
contested in good faith and by appropriate proceedings promptly instituted and
diligently concluded; provided that any reserve or other appropriate provision
that shall be required in conformity with International Financial Reporting
Standards shall have been made therefore;  (iii)Liens
imposed by law, such as statutory Liens of landlords, carriers, warehousemens
and mechanics Liens and other similar Liens, on the property of the Issuer,
any Restricted Subsidiary of the Issuer, any Restricted Affiliate or any
Restricted Subsidiary of a Restricted Affiliate arising in the ordinary course
of business and securing payment of obligations that are not more than 60 days
past due or are being contested in good faith and by appropriate proceedings or
Liens arising solely by virtue of any statutory or common law provisions
relating to bankers liens, rights of set-off or similar rights and remedies as
to deposit accounts or other funds maintained with a creditor depositary
institution;  (iv)Liens
on the property of the Issuer, any Restricted Subsidiary of the Issuer, any
Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate
Incurred in the ordinary course of business to secure performance of
obligations with respect to statutory or regulatory requirements, performance
bids, trade contracts, letters of credit performance or return-of-money bonds,
surety bonds or other obligations of a like nature and Incurred in a manner
consistent with industry practice, in each case which are not Incurred in
connection with the borrowing of money, the obtaining of advances or credit or
the payment of the deferred purchase price of property and which do not in the
aggregate impair in any material respect the use of property in the operation
of the business of the Issuer and the Restricted Group taken as a whole;  (v)Liens
on property at the time the Issuer, any Restricted Subsidiary of the Issuer,
any Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate
acquired such property, including any acquisition by means of a merger or
consolidation with or into the Issuer, any Restricted Subsidiary of the Issuer,
any Restricted Affiliate or any Restricted Subsidiary of a Restricted
Affiliate; provided, however, that any such Lien may not extend to any other
property of the Issuer, any Restricted Subsidiary of the Issuer, any Restricted
Affiliate or any Restricted Subsidiary of a Restricted Affiliate, provided,
further, however, that such Liens shall not have been Incurred in anticipation
of or in connection with the transaction or series of transactions pursuant to
which such property was acquired by the Issuer, any Restricted Subsidiary of
the Issuer, any Restricted Affiliate or any Restricted Subsidiary of a
Restricted Affiliate;  (vi)Liens
on the property of a Person at the time such Person becomes a Restricted
Subsidiary of the Issuer, Restricted Affiliate or a Restricted Subsidiary of a
Restricted Affiliate, provided, however, that any such Lien may not extend to
any other property of the Issuer, any other Restricted Subsidiary of the
Issuer, Restricted Affiliate or a Restricted Subsidiary of a Restricted
Affiliate that is not a direct or, prior to such time, indirect Subsidiary of
such Person; provided, further, however, that any such Lien was not Incurred in
anticipation of or in connection with the transaction or series of transactions
pursuant to which such Person became a Restricted Subsidiary of the Issuer,
Restricted Affiliate or a Restricted Subsidiary of a Restricted Affiliate;  (vii)pledges
or deposits by the Issuer, any Restricted Subsidiary of the Issuer, Restricted
Affiliate or a Restricted Subsidiary of a Restricted Affiliate under workmens
compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the
payment of Debt) or leases to which the Issuer, any Restricted Subsidiary of
the Issuer, Restricted Affiliate or a Restricted Subsidiary of a Restricted
Affiliate is party, or deposits to secure public or statutory obligations of
the Issuer, any Restricted Subsidiary of the Issuer, Restricted Affiliate or a
Restricted Subsidiary of a Restricted Affiliate or deposits for the payment of
rent, in each case Incurred in the ordinary course of business;  (viii)utility
easements, building restrictions and such other encumbrances or charges against
real property as are of a nature generally existing with respect to properties
of a similar character;  57


(ix)any
provision for the retention of title to any property by the vendor or
transferor of such property which property is acquired by the Issuer, a
Restricted Subsidiary of the Issuer, Restricted Affiliate or a Restricted
Subsidiary of a Restricted Affiliate in a transaction entered into in the ordinary
course of business of the Issuer, a Restricted Subsidiary of the Issuer,
Restricted Affiliate or a Restricted Subsidiary of a Restricted Affiliate and
for which kind of transaction it is customary market practice for such
retention of title provision to be included;  (x)Liens
arising by means of any judgment, decree or order of any court, to the extent
not otherwise resulting in a default hereunder, so long as any appropriate
legal proceedings which may have been duly initiated for the review of such judgment,
decree or order have not been finally terminated or the period within which
such proceedings may be initiated has not expired and any Liens that are
required to protect or enforce rights in any administrative, arbitration or
other court proceedings in the ordinary course of business;  (xi)any
Lien securing Debt permitted to be Incurred under any Permitted Interest Rate,
Currency or Commodity Price Agreements (as defined in the Indenture) pursuant
to Section 10.08(7) of the Indenture or any other similar provision of any
indenture, instrument or agreement constituting refinancing of the 10% Senior
Notes;  (xii)Liens
on and pledges of the Capital Stock of any Unrestricted Subsidiary to secure
Debt of that Unrestricted Subsidiary;  (xiii)(i)
mortgages, liens, security interests, restrictions, encumbrances or any other
matters of record that have been placed by any developer, landlord or other
third party on property over which the Issuer, any Restricted Subsidiary of the
Issuer, Restricted Affiliate or a Restricted Subsidiary of a Restricted
Affiliate has easement rights or on any real property leased by the Issuer, any
Restricted Subsidiary of the Issuer, Restricted Affiliate or a Restricted
Subsidiary of a Restricted Affiliate or similar agreements relating thereto and
(ii) any condemnation or eminent domain proceedings or compulsory purchase
order affecting real property;  (xiv)Liens
existing on December 1, 2004;  (xv)Liens
in favour of the Issuer;  (xvi)Liens
on assets of a Securitisation Entity Incurred in connection with a Qualified
Securitisation Transaction; and  (xvii)Liens
on the property of the Issuer, any Restricted Subsidiary of the Issuer, any
Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate to
secure any refinancing, in whole or in part, of any Lien described in the
foregoing clauses (i) through (xv); provided that any such Lien is limited to
all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or,
under the written arrangements under which the original Lien arose, could
secure) the Debt being refinanced or in respect of property that is the
security for a Permitted Lien hereunder.  Person means any individual, corporation, partnership,
limited liability company, joint venture, trust, unincorporated organisation or
government or any agency or political subdivision thereof or any other entity.  Preferred Stock of any Person means Capital Stock of such
Person of any class or classes (however designated) that ranks prior, as to the
payment of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of any other class of such Person.  Pro Rata Portion means, when applied to the Issuer for
purposes of determining the amount of an Investment that will be deemed to be
outstanding under a particular covenant or definition, that portion of such Net
Available Proceeds or Investment as corresponds to the Issuers direct or
indirect percentage ownership interest in the profits of the Person who engaged
in the Asset Disposition or the Person in whom the Investment was made, as
applicable (which would be 100% in the case of any Investments made by the
Issuer directly).  The Pro Rata Portion
of the Net Available Proceeds from an Asset Disposition shall be determined in
good faith by the Issuers Board of Directors in connection with such Asset
Disposition.  The  58


Pro Rata Portion of an Investment as of any date shall
be determined in good faith either by the Issuers Board of Directors or in
accordance with procedures established as to such Investment by the Issuers
Board of Directors.  Put Date means, in respect of a Change of Control
Triggering Event, the seventh day after the expiry of the Relevant Period.  Qualified Securitisation Transaction means any transaction
or series of transactions that may be entered into by the Issuer, any
Restricted Subsidiary of the Issuer, any Restricted Affiliate or any Restricted
Subsidiary of a Restricted Affiliate pursuant to which the Issuer, such
Restricted Subsidiary of the Issuer, such Restricted Affiliate or such
Restricted Subsidiary of a Restricted Affiliate may sell, convey or otherwise
transfer to (a) a Securitisation Entity (in the case of a transfer by the
Issuer, such Restricted Subsidiary of the Issuer, such Restricted Affiliate or
such Restricted Subsidiary of a Restricted Affiliate) and (b) any other Person
(in the case of a transfer by a Securitisation Entity), or, in each case, may
grant a security interest in, Receivables and Related Assets.  Rating Agencies means (i) S&P and Moodys or (ii) if
S&P or Moodys or both of them are not making ratings of the Bonds publicly
available, a nationally recognised U.S. rating agency or agencies, as the case
may be, selected by the Issuer, which will be substituted for S&P or Moodys
or both, as the case may be.  Rating Category means (i) with respect to S&P, any of
the following categories (any of which may include a + or -): AAA, AA, A,
BBB, BB, B, CCC, CC, C, R, SD and D (or equivalent successor categories); (ii)
with respect to Moodys, any of the following categories (any of which may
include a 1, 2 or 3): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, and C (or
equivalent successor categories), and (iii) the equivalent of any such
categories of S&P or Moodys used by another Rating Agency, if applicable.  Rating Decline will be deemed to have occurred if at any
time within the earlier of (i) 90 days after the date of public notice of a
Change of Control, or of the intention of the Issuer or of any Person to effect
a Change of Control and (ii) the occurrence of the Change in Control (which
period shall in either event be extended so long as the rating of the Bonds is
under publicly announced consideration for possible downgrade by a Rating
Agency), the rating of the Bonds is decreased by either Rating Agency by one or
more Gradations and the rating by both Rating Agencies on the Bonds following
such downgrade is below Investment Grade.  Receivables and Related Assets means any account receivable
(whether now existing or arising thereafter) of the Issuer, any Restricted
Subsidiary of the Issuer, any Restricted Affiliate or any Restricted Subsidiary
of a Restricted Affiliate, and any assets, related thereto, including all
collateral securing such accounts receivable, all contracts and contract rights
and all Guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted
in connection with asset securitisation transactions involving accounts
receivable.  Redeemable Stock of any Person means any Capital Stock of
such Person that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or otherwise (including upon the
occurrence of an event) matures or is required to be redeemed (pursuant to any
sinking fund obligation or otherwise) or is convertible into or exchangeable
for Debt or is redeemable at the option of the holder thereof, in whole or in
part, at any time prior to the final Stated Maturity of the Bonds.  Reference Date has the meaning provided in Condition 6(a).  Register has the meaning provided in Condition 4(a).  Related Assets means all assets, rights (contractual or
otherwise) and properties, whether tangible or intangible (including ownership
interests), used or intended for use in connection with a Related Business.  Related Business means any business in which the Issuer,
its Subsidiaries or Minority Owned Affiliates are engaged, directly or
indirectly, that consist primarily of, or are related to, operating, acquiring,
developing or constructing any telecommunications services and related
businesses.  59


Relevant Date means, in respect of any Bond, whichever is
the later of (i) the date on which payment in respect of it first becomes due
and (ii) if any amount of the money payable is improperly withheld or refused
the date on which payment in full of the amount outstanding is made or (if
earlier) the date on which notice is duly given to the Bondholders in
accordance with Condition 17 that, upon further presentation of the Bond, where
required pursuant to these Conditions, being made, such payment will be made,
provided that such payment is in fact made as provided in these Conditions.  Relevant Exchange means NASDAQ or if at the relevant time
the Ordinary Shares are not at that time quoted on the NASDAQ, the principal
stock exchange or securities market on which the Ordinary Shares are then
listed or quoted or dealt in.  Relevant Period means the period commencing on the
occurrence of a Change of Control or, as the case may be, a Change of Control
Triggering Event and ending 60 calendar days following the Change of Control
or, as the case may be, the Change of Control Triggering Event or, if later
than 60 days following the date on which the Relevant Notice as required by
Condition 6(g) in relation to the Relevant Event is given.  Restricted Affiliate means any direct or indirect Minority
Owned Affiliate of the Issuer or a Restricted Subsidiary of the Issuer that has
been designated in a Board Resolution as a Restricted Affiliate based on a
determination by the Board of Directors that (i) the Issuer has, directly or
indirectly, the requisite control over such Minority Owned Affiliate to prevent
it from Incurring any Debt, or taking any other action at any time, in
contravention of any of the provisions of these Conditions that are applicable
to Restricted Affiliates or (ii) the Minority Owned Affiliate is a joint
venture with at least one or more Strategic Investors.  Upon designating any Minority Owned Affiliate
as a Restricted Affiliate, the Issuer will be required to promptly deliver to
the Trustee an Officers Certificate certifying that such designation complied
with the Conditions and including a certified copy of the Board Resolution
approving such designation.  Restricted Group, when used in respect of the Issuer, means
the Issuer, the Restricted Subsidiaries and Restricted Affiliates of the
Issuer, and the Restricted Subsidiaries of such Restricted Affiliates, taken
together on a consolidated basis.  Restricted Subsidiary means any Subsidiary other than an
Unrestricted Subsidiary.  Retroactive Adjustment has the meaning provided in
Condition 6(c).  S&P means Standard & Poors Ratings Group, a
division of McGraw Hill, Inc., a New York corporation and its successors.  Sale and Leaseback Transaction means any direct or indirect
arrangement relating to assets or property now owned or hereafter acquired
whereby the Issuer, a Restricted Subsidiary of the Issuer, a Restricted
Affiliate or a Restricted Subsidiary of a Restricted Affiliate transfers such
assets or property to another Person and the Issuer, such Restricted Subsidiary
of the Issuer, such Restricted Affiliate or such Restricted Subsidiary of a
Restricted Affiliate leases it from such Person.  SDRs mean Swedish Depositary Receipts representing Ordinary
Shares issued by the Depositary pursuant to the Swedish Deposit Agreement.  Securities means any securities including, without
limitation, shares or options, warrants or other rights to subscribe for or
purchase or acquire shares.  Securities Act means the Securities Act of 1933, as amended
(or any successor act) and the rules and regulations thereunder.  Securities Lending Agreement means the securities lending
agreement between Millicom Telecommunications S.A. and Deutsche Bank AG London
Branch with respect to the Tele2 AB shares for which the Mandatorily
Exchangeable Notes are exchangeable.  Securitisation Entity means a Wholly Owned Restricted
Subsidiary (or a Wholly Owned Subsidiary of another Person) to which the Issuer
or any Subsidiary of the Issuer transfers Receivables and Related Assets, that
engages in no activities other than in connection with the financing of
accounts receivable and that is designated by the Board of Directors (as
provided below) as a Securitisation Entity and  60


(a)no
portion of the Debt or any other obligations (contingent or otherwise) of
which:  (i)is
guaranteed by the Issuer, any Restricted Subsidiary of the Issuer, any
Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate
(excluding Guarantees (other than the principal of, and interest on, Debt)
pursuant to Standard Securitisation Undertakings);  (ii)is
recourse to or obligates the Issuer, any Restricted Subsidiary of the Issuer,
any Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate
(other than such Securitisation Entity) in any way other than pursuant to
Standard Securitisation Undertakings; or  (iii)subjects
any property or asset of the Issuer, any Restricted Subsidiary of the Issuer,
any Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate
(other than such Securitisation Entity), directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitisation Undertakings;  (b)with
which neither the Issuer, any Restricted Subsidiary of the Issuer, any
Restricted Affiliate nor any Restricted Subsidiary of a Restricted Affiliate
(other than such Securitisation Entity) has any material contract, agreement,
arrangement or understanding other than on terms which the Issuer reasonably believes
at the time it enters into such contract, agreement, arrangement or
understanding to be no less favourable to the Issuer, such Restricted
Subsidiary, such Restricted Affiliate or such Restricted Subsidiary of a
Restricted Affiliate than those that might be obtained at the time from persons
that are not Affiliates of the Issuer, other than fees payable in the ordinary
course of business in connection with servicing accounts receivable of such
entity; and  (c)to
which neither the Issuer, any Restricted Subsidiary of the Issuer, any
Restricted Affiliate nor any Restricted Subsidiary of a Restricted Affiliate
(other than such Securitisation Entity) has any obligation to maintain or
preserve such entitys financial condition or cause such entity to achieve
certain levels of operating results.  Upon
designation of a Subsidiary as a Securitisation Entity, the Issuer shall
promptly deliver to the Trustee an Officers Certificate certifying that such
designation complied with the Conditions and including a certified copy of the
Board Resolution approving such designation.  Shareholders means the holders of Ordinary Shares.  Significant Restricted Group Member means (a) any
Restricted Subsidiary of the Issuer, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate which, for each of the two most recently
completed fiscal years for which financial statements are available, accounted
for 15% or more, or (b) any combination of two or more Restricted Subsidiaries
of the Issuer, Restricted Affiliates or Restricted Subsidiaries of Restricted
Affiliates which, for each of the two most recently completed fiscal years for
which financial statements are available, together accounted for 30% or more,
in each case, of Operating Income of the Issuer and its Restricted Group for
such period (determined on a consolidated basis in accordance with
International Financial Reporting Standards).  Specified Date has the meaning provided in Condition
6(b)(vii) and (viii).  Spin-Off means:  (a)a
distribution of Spin-Off Securities by the Issuer to Shareholders as a class;
or  (b)any
transfer of any property or assets (including cash or shares or securities of
or in or issued or allotted by any entity) by any entity (other than the
Issuer) to Shareholders as a class or, in the case of or in connection with a
Newco Scheme, Existing Shareholders, as a class (but excluding the issue and
allotment of shares by Newco to Existing Shareholders), pursuant in each case
to any arrangements with the Issuer or any of its Subsidiary.  Spin-Off Securities means equity share capital of an entity
other than the Issuer.  Standard Securitisation Undertakings means representations,
warranties, covenants and indemnities entered into by the Issuer, any Restricted
Subsidiary, any Restricted Affiliate or any Restricted  61


Subsidiary of a Restricted Affiliate that are
reasonably customary in an accounts receivable securitisation transaction.  Stated Maturity, when used with respect to any security or
any instalment of interest thereon, means the date specified in such security
as the fixed date on which the principal of such security or such instalment of
interest is due and payable, including pursuant to any mandatory redemption provision
(but excluding any provision providing for the repurchase of such security at
the option of the holder thereof upon the happening of any contingency beyond
the control of the Issuer unless such contingency has occurred) and in relation
to the Bonds means the Final Maturity Date.  Strategic Investor means a corporation, partnership or
other entity engaged in one or more telecommunications businesses that (i) has,
or is a Subsidiary of a Person that has, an equity market capitalisation in
excess of U.S.$2.0 billion or book equity in excess of U.S.$1.0 billion, or
(ii) in the good faith determination of the Board of Directors, has the largest
market share in its home market.  Subsidiary of any Person means (i) a corporation more than
50% of the combined voting power of the outstanding Voting Stock of which is
owned, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof or (ii) any other Person (other than a corporation) in which such
Person, or one or more other Subsidiaries of such Person or such Person and one
or more other Subsidiaries thereof, directly or indirectly, has at least a
majority ownership and power to direct the policies, management and affairs thereof.  Swedish Deposit Agreement means the Swedish Deposit
Agreement dated 5 March 2004 between the Issuer and the Depositary, on the same
may be amended, varied or supplemented and as amended and restated from time to
time.  Unrestricted Affiliate means any Minority Owned Affiliate
of the Company which is not a Restricted Affiliate.  Unrestricted Subsidiary means (1) Millicom Peru S.A., (2)
any Subsidiary of the Issuer or a Restricted Affiliate designated as such by
the Board of Directors as set forth below where no default with respect to any
Debt, Lien or other obligation of such Subsidiary or any Subsidiary of such
Subsidiary (including any right which the holders thereof may have to take
enforcement action against such Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Debt of the Issuer and its Subsidiaries
(other than another Unrestricted Subsidiary) or any Restricted Affiliate or any
Restricted Subsidiary of a Restricted Affiliate to declare a default on such other
Debt or cause the payment thereof to be accelerated or payable prior to its
Stated Maturity and (3) any Subsidiary of an Unrestricted Subsidiary or an
Unrestricted Affiliate.  The Board of
Directors may designate any Subsidiary of the Issuer or a Restricted Affiliate
to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock
or Debt of, or owns or holds any Lien on any property of, any other Subsidiary
of the Issuer or such Restricted Affiliate which is not a Subsidiary of the Subsidiary
to be so designated or otherwise an Unrestricted Subsidiary; provided that
either (x) the Subsidiary to be so designated has total assets of U.S.$100,000
or less or (y) has otherwise been designated as an Unrestricted Subsidiary
pursuant to and in accordance with the Indenture, and provided further that for
so long as any of the 10% Senior Notes or any indebtedness relating to any such
refinancing remains outstanding the Board of Directors may not designate any
Subsidiary of the Issuer or a Restricted Affiliate to be an Unrestricted
Subsidiary unless such Subsidiary shall have been designated as an Unrestricted
Subsidiary pursuant to and in accordance with Indenture or any indenture,
instrument or agreement relating to the refinancing of the 10% Senior
Notes.  Upon designation of a Subsidiary
as an Unrestricted Subsidiary, the Issuer shall promptly deliver to the Trustee
an Officers Certificate certifying that such designation complied with the
Conditions and including a certified copy of the Board Resolution approving
such designation.  Vice President, when used with respect to the Issuer, or
the Trustee, means any vice president, whether or not designated by a number or
a word or words added before or after the title vice president.  Volume Weighted Average Price means, in respect of an
Ordinary Share or, as the case may be, a Spin-Off Security on any dealing day,
the volume-weighted average price of an Ordinary Share or, as the case may be,
a Spin-Off Security published by or derived (in the case of an Ordinary Share)
from the Relevant Exchange or (in the case of a Spin-Off Security) from the
principal stock exchange or securities market on which such Spin-Off Securities
are then listed or quoted or dealt in, if any or, in any such case, such other
source as shall be determined to be appropriate by an Independent Financial
Adviser on such  62


dealing day, provided that on any such dealing day
where such price is not available or cannot otherwise be determined as provided
above, the Volume Weighted Average Price of an Ordinary Share or a Spin-Off
Security, as the case may be, in respect of such dealing day shall be the
Volume Weighted Average Price, determined as provided above, on the immediately
preceding dealing day on which the same can be so determined.  In
making any calculation or determination of Current Market Price or Volume
Weighted Average Price, such adjustments (if any) shall be made as an
Independent Financial Adviser considers appropriate to reflect any
consolidation or sub-division of the Ordinary Shares or any issue of Ordinary
Shares by way of capitalisation of profits or reserves, or any like or similar
event.  References
to any provision of any statute shall be deemed also to refer to any statutory
modification or re-enactment thereof or any statutory instrument, order or
regulation made thereunder or under such modification or re-enactment.  References
to any issue or offer or grant to Shareholders or Existing Shareholders as a class or by way of rights
shall be taken to be references to an issue or offer or grant to all or
substantially all Shareholders or Existing Shareholders, as the case may be,
other than Shareholders or Existing Shareholders, as the case may be, to whom,
by reason of the laws of any territory or requirements of any recognised
regulatory body or any other stock exchange or securities market in any
territory or in connection with fractional entitlements, it is determined not
to make such issue or offer or grant.  For
the purposes of Conditions 6(b), (c) and (f) and Condition 11 only, (a)
references to the issue of Ordinary Shares shall include the transfer and/or
delivery of Ordinary Shares by the Issuer or any of its Subsidiaries, whether
newly issued and allotted or previously existing or held by or on behalf of the
Issuer or any of its Subsidiaries, and (b) Ordinary Shares held by or on behalf
of the Issuer or any of its Subsidiaries (and which, in the case of Condition
6(b)(iv) and (vi), do not rank for the relevant right or other entitlement)
shall not be considered as or treated as in issue.  Voting Stock of any Person means Capital Stock of such
Person which ordinarily has voting power for the election of directors (or
persons performing similar functions) of such Person, whether at all times or
only so long as no senior class of securities has such voting power by reason
of any contingency.  Wholly Owned Restricted Subsidiary of any Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors qualifying shares)
shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person or by such Person and one or more Wholly
Owned Restricted Subsidiaries of such Person.  Wholly Owned Subsidiary of any Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors qualifying shares) shall at the time be owned
by such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.  2% Notes means the Issuers 2% Senior Convertible PIK Notes
due 2006, as the same may be outstanding from time to time.  10% Senior Notes means the Issuers 10% Senior Notes due
2013 as the same may be outstanding from time to time.  4Registration
and Transfer of Bonds  (a)Registration  The
Issuer will cause a register (the Register) to
be kept at the registered office of the Issuer and at the specified office of
the Registrar outside the United Kingdom on which will be entered the names and
addresses of the holders of the Bonds and the particulars of the Bonds held by
them and of all transfers, redemptions and conversions of Bonds.  63


(b)Transfer  Bonds
may, subject to the terms of the Agency Agreement and to Conditions 4(c) and
4(d), be transferred in whole or in part in an authorised denomination by
lodging the relevant Bond (with the form of application for transfer in respect
thereof duly executed and duly stamped where applicable) at the specified
office of the Registrar or any Paying, Transfer and Conversion Agent.  No
transfer of a Bond will be valid unless and until entered on the Register.  A Bond may be registered only in the name of,
and transferred only to, a named person (or persons, not exceeding four in
number).  The
Registrar will within seven business days in the place of the specified office
of the Registrar of receiving any duly made application for the transfer of a
Bond, deliver a new Bond, to the transferee (and, in the case of a transfer of
part only of a Bond, deliver a Bond for the untransferred balance to the
transferor), at the specified office of the Registrar, or (at the risk and, if
mailed at the request of the transferee or, as the case may be, the transferor
otherwise than by ordinary mail, at the expense of the transferee or, as the
case may be, the transferor) mail the Bond by uninsured mail to such address as
the transferee or, as the case may be, the transferor may request.  (c)Formalities
Free of Charge  Such
transfer will be effected without charge subject to (i) the person making such
application for transfer paying or procuring the payment of any taxes, duties
and other governmental charges in connection therewith, (ii) the Registrar
being satisfied with the documents of title and/or identity of the person
making the application and (iii) such reasonable regulations as the Issuer may
from time to time agree with the Registrar and the Trustee.  (d)Closed
Periods  Neither
the Issuer nor the Registrar will be required to register the transfer of any
Bond (or part thereof) (i) during the period of 15 days immediately prior to
the Final Maturity Date or any earlier date fixed for redemption of the Bonds
pursuant to Condition 7(b) or 7(c); (ii) in respect of which a Conversion
Notice has been delivered in accordance with Condition 6(h); (iii) in respect
of which the holder has exercised his right to require the Issuer to redeem
pursuant to Condition 7(f); or (iv) during the period of 15 days ending on (and
including) any Record Date (as defined in Condition 8(c)) in respect of any
payment of interest on the Bonds.  5Interest  (a)Interest
Rate  The
Bonds bear interest from and including the Closing Date at the rate of 4.00 per
cent. per annum, payable semi-annually in equal instalments in arrear on
January 7 and July 7 in each year (each an Interest
Payment Date), commencing on July 7, 2005.  The amount of interest payable on each
Interest Payment Date shall be U.S.$200 in respect of each U.S.$10,000
principal amount of Bonds.  The amount of
interest payable in respect of a Bond for any period which is not an Interest
Period shall be calculated on the basis of a 360 day year consisting of
12 months of 30 days each and, in the case of an incomplete month, the
number of days elapsed.  Interest Period means the period beginning on (and
including) the Closing Date and ending on (but excluding) July 7, 2005 (being
the first Interest Payment Date) and each successive period beginning on (and
including) an Interest Payment Date and ending on (but excluding) the next
succeeding Interest Payment Date.  (b)Accrual
of Interest  Each
Bond will cease to bear interest (i) where the Conversion Right shall have been
exercised by a Bondholder, from the Interest Payment Date immediately preceding
the relevant Conversion Date or, if none, the Closing Date (subject in any such
case as provided in Condition 6(j)) or (ii) where such Bond is being redeemed
or repaid pursuant to Condition 7 or Condition 10, from the due date for
redemption thereof unless, upon due presentation thereof, payment of principal
is improperly withheld or refused, in which event interest will continue to
accrue as provided in the Trust Deed.  64


6Conversion
of Bonds  (a)Conversion
Period and Conversion Price  Each
Bond shall entitle the holder (such right a Conversion
Right) to convert such Bond into fully paid Ordinary Shares and/or
SDRs representing fully paid Ordinary Shares (at the option of the relevant
Bondholder), subject to and as provided in these conditions.  The
number of Ordinary Shares to be issued on exercise of a Conversion Right shall
be determined by dividing the authorised denomination of the relevant Bond in
respect of which such Conversion Right shall have been exercised by the
conversion price (the Conversion Price)
in effect on the relevant Conversion Date. If and to the extent that a
Bondholder shall have elected to receive SDRs in respect of an authorised
denomination of Bonds on exercise of a Conversion Right, then the number of
SDRs shall be determined by dividing the Ordinary Shares to be issued on such
exercise by the number of Ordinary Shares represented by an SDR on such
Conversion Date. As at the Closing Date, each SDR represents one Ordinary
Share.  The
initial Conversion Price is U.S.$34.86 per Ordinary Share. The Conversion Price
is subject to adjustment in the circumstances described in Condition 6(b).  A
Bondholder may exercise the Conversion Right in respect of a Bond by delivering
such Bond to the specified office of any Paying, Transfer and Conversion Agent
in accordance with Condition 6(h)
whereupon the Issuer shall issue, or procure the delivery, to the Bondholder of
Ordinary Shares credited as paid up in full as provided in this Condition 6.  Subject
to, and upon compliance with, the provisions of these Conditions, the
Conversion Right in respect of a Bond may be exercised, at the option of the
holder thereof, at any time (subject to any applicable fiscal or other laws or
regulations and as hereinafter provided) from February 17, 2005 to the close of
business (at the place where the relevant Bond is delivered for conversion) on
December 28, 2009, which is the date falling 10 days prior to the Final Maturity
Date (both days inclusive) or, if the Bonds shall have been called for
redemption pursuant to Condition 7(b)
or 7(c)prior to the Final Maturity Date, then up to the
close of business (at the place aforesaid) on the tenth day before the date
fixed for redemption thereof, unless there shall be default in making payment
in respect of such Bond on such date fixed for redemption, in which event the
Conversion Right shall extend up to the close of business (at the place
aforesaid) on the date on which the full amount of such payment becomes
available for payment and notice of such availability has been duly given in
accordance with Condition 17 or, if earlier, the Final Maturity Date; provided
that, in each case, if the final such date for the exercise of Conversion
Rights is not a business day at the place aforesaid, then the period for
exercise of the Conversion Right by Bondholders shall end on the immediately
preceding business day at the place aforesaid.  Conversion
Rights may not be exercised (i) in respect of a Bond where the Bondholder shall
have exercised its right to require the Issuer to redeem such Bond pursuant to
Condition 7(f) or (ii)
following the giving of notice by the Trustee pursuant to Condition 10.  Conversion
Rights may not be exercised by a Bondholder in circumstances where the relevant
Conversion Date would fall during the period commencing on the Record Date in
respect of any payment of interest on the bonds and ending on the relevant
Interest Payment Date (both days inclusive).  The
period during which Conversion Rights may be exercised by a Bondholder is
referred to as the Conversion Period.  Conversion
Rights may only be exercised in respect of an authorised denomination, and the
election to receive Ordinary Shares or SDRs may, in each case only be exercised
in respect of an authorised denomination. Where Conversion Rights are exercised
in respect of part only of a Bond, the old Bond shall be cancelled and a new
Bond for the balance thereof shall be issued in lieu thereof without charge but
upon payment by the holder of any taxes, duties and other governmental charges
payable in connection therewith and the Registrar will within seven business
days, in the place of the specified office of the Registrar, following the
relevant Conversion Date deliver such new Bond to the Bondholder at the
specified office of the Registrar or (at the risk and, if mailed at the request
of the Bondholder otherwise than by ordinary mail, at the expense of the
Bondholder) mail the new Bond by uninsured mail to such address as the
Bondholder may request.  65


Fractions
of Ordinary Shares or SDRs will not be issued on conversion or pursuant to
Condition 6(c) and no cash
payment or adjustment will be made in lieu
thereof. However, if the Conversion Right in respect of more than one Bond is
exercised at any one time such that Ordinary Shares or SDRs to be issued on
conversion or pursuant to Condition 6(c)
are to be registered in the same name, the number of such Ordinary Shares or
SDRs to be issued in respect thereof shall be calculated on the basis of the
aggregate principal amount of such Bonds being so converted and rounded down to
the nearest whole number of Ordinary Shares or SDRs, as the case may be.  Where
a Bondholder shall have elected in the relevant Conversion Notice to receive
Ordinary Shares or be deemed to have elected to receive Ordinary Shares, the
Issuer will procure that the Ordinary Shares to be issued on conversion will be
issued to the holder of the Bonds completing the relevant Conversion Notice or
his nominee. Where a Bondholder shall have elected in the relevant Conversion
Notice to receive SDRs, the Issuer will procure that the Ordinary Shares to be
issued on conversion and to be represented by such SDRs will be issued to and
registered in the name of the Depositary. Such Ordinary Shares and, where
applicable, such SDRs will be deemed to be issued as of the relevant Conversion
Date. Any Additional Shares and any Additional SDRs to be issued pursuant to
Condition 6(c) will be deemed
to be issued as of the date the relevant Retroactive Adjustment takes effect or
as at the date of issue of Ordinary Shares if the adjustment results from the
issue of Ordinary Shares (each such date, the Reference Date).  (b)Adjustment
of Conversion Price  Upon
the happening of any of the events described below, the Conversion Price shall
be adjusted as follows and notice will be given to the Trustee and to the
Bondholders in accordance with Condition 17:  (i)If
and whenever there shall be a consolidation, reclassification or subdivision,
the Conversion Price shall be adjusted by multiplying the Conversion Price in
force immediately prior to such consolidation, reclassification or subdivision
by the following fraction:    where:  A
  =
  is the aggregate number of Ordinary Shares in issue
  immediately before such consolidation, reclassification or subdivision, as
  the case may be; andB
  =
  is the aggregate number of Ordinary Shares in issue
  immediately after, and as a result of, such consolidation, reclassification
  or subdivision, as the case may be.  Such adjustment
shall become effective on the date the consolidation, reclassification or
subdivision, as the case may be, takes effect.  (ii)If
and whenever the Issuer shall issue any Ordinary Shares credited as fully paid
to the Shareholders by way of capitalisation of profits or reserves (including
any share premium account or capital redemption reserve) other than (1) where
any such Ordinary Shares issued instead of the whole or part of a cash Dividend
which the Shareholders would or could otherwise have received or (2) where the
Shareholders may elect to receive a cash Dividend in lieu of such Ordinary
Shares, the Conversion Price shall be adjusted by multiplying the Conversion
Price in force immediately prior to such issue by the following fraction:    where:  A is the aggregate
nominal amount of the issued Ordinary Shares immediately before such issue; and  B is the aggregate
nominal amount of the issued Ordinary Shares immediately after such issue.  66


Such adjustment
shall become effective on the date of issue of such Ordinary Shares.  (iii)If
and whenever the Issuer shall pay or make any Dividend to the Shareholders, the
Conversion Price shall be adjusted by multiplying the Conversion Price in force
immediately prior to the relevant Dividend by the following fraction:    where:  A is the Current
Market Price (as defined below) of one Ordinary Share on the dealing day
immediately preceding the date of the first public announcement of the relevant
Dividend or, in the case of a purchase of Ordinary Shares or any receipts or
certificates representing shares by or on behalf of the Issuer or any
Subsidiary of the Issuer, on which such Ordinary Shares are purchased or, in
the case of a Spin-Off, is the mean of the Volume Weighted Average Prices of an
Ordinary Share for the five consecutive dealing days ending on the dealing day
immediately preceding the first date on which the Ordinary Shares are traded
ex- the relevant Spin-Off; and  B is the portion
of the Fair Market Value (as defined below), with such portion being determined
by dividing the Fair Market Value of the aggregate Dividend by the number of
Ordinary Shares entitled to receive the relevant Dividend (or, in the case of a
purchase of Ordinary Shares or any receipts or certificates representing shares
by or on behalf of the Issuer or any Subsidiary of the Issuer, by the number of
Ordinary Shares in issue immediately prior to such purchase), of the Dividend
attributable to one Ordinary Share.  Such adjustment
shall become effective on the date on which such Dividend is paid or made or,
in the case of a purchase of Ordinary Shares or any receipts or certificates
representing Ordinary Shares, on the date such purchase is made or, in any such
case if later, the first date upon which the Fair Market Value of the Dividend
is capable of being determined as provided herein.  For the purposes
of the above, the Fair Market Value of a Dividend shall (subject as provided in
paragraph (a) of the definition of Dividend and in the definition of Fair
Market Value) be determined as at the date of the first public announcement of
the relevant Dividend, and in the case of a Spin-Off, the fair market value of
the relevant Dividend shall be the Fair Market Value of the relevant Spin-Off
Securities or, as the case may be, the relevant property or assets.  (iv)If
and whenever the Issuer shall issue Ordinary Shares to Shareholders as a class
by way of rights, or issue or grant to Shareholders as a class by way of
rights, options, warrants or other rights to subscribe for or purchase any
Ordinary Shares, in each case at a price per Ordinary Share which is less than
95 per cent. of the Current Market Price per Ordinary Share on the dealing day
immediately preceding the date of the first public announcement of the terms of
the issue or grant of such Ordinary Shares, options, warrants or other rights,
the Conversion Price shall be adjusted by multiplying the Conversion Price in
force immediately prior to such issue or grant by the following fraction:    where:  A is the number of
Ordinary Shares in issue immediately before such announcement;  B is the number of
Ordinary Shares which the aggregate amount (if any) payable for the Ordinary
Shares issued by way of rights, or for the options or warrants or other rights
issued by way of rights and for the total number of Ordinary Shares deliverable
on the exercise thereof, would purchase at such Current Market Price per
Ordinary Share; and  67


C is the number of
Ordinary Shares issued or, as the case may be, the maximum number of Ordinary
Shares which may be issued upon exercise of such options, warrants or rights
calculated as at the date of issue of such options, warrants or rights.  Such adjustment
shall become effective on the first date on which the Ordinary Shares are
traded ex-rights, ex-options or ex-warrants on the Relevant Exchange.  (v)If
and whenever the Issuer shall issue any Securities (other than Ordinary Shares
or options, warrants or other rights to subscribe for or purchase any Ordinary
Shares) to Shareholders as a class by way of rights or grant to Shareholders as
a class by way of rights any options, warrants or other rights to subscribe for
or purchase any Securities (other than Ordinary Shares or options, warrants or
other rights to subscribe for or purchase Ordinary Shares), the Conversion
Price shall be adjusted by multiplying the Conversion Price in force
immediately prior to such issue or grant by the following fraction:    where:  A is the Current
Market Price of one Ordinary Share on the dealing day immediately preceding the
first date on which the terms of such issue or grant are publicly announced;
and  B is the Fair
Market Value on the date of such announcement of the portion of the rights
attributable to one Ordinary Share.  Such adjustment
shall become effective on the first date on which the Ordinary Shares are
traded ex-rights, ex-options or ex-warrants on the Relevant Exchange.  (vi)If
and whenever the Issuer shall issue (otherwise than as mentioned in
sub-paragraph (b)(iv) above) wholly for cash or for no consideration any
Ordinary Shares (other than Ordinary Shares issued on the exercise of
Conversion Rights or on the exercise of any rights of conversion into, or
exchange or subscription for or purchase of, Ordinary Shares) or issue or grant
(otherwise than as mentioned in sub-paragraph (b)(iv) above) wholly for cash or
for no consideration any options, warrants or other rights to subscribe for or
purchase any Ordinary Shares (other than the Bonds, which term shall include
any further bonds issued pursuant to Condition 18 and consolidated and forming
a single series with the Bonds), in each case at a price per Ordinary Share
which is less than 95 per cent. of the Current Market Price per Ordinary Share
on the dealing day immediately preceding the date of the first public
announcement of the terms of such issue or grant, the Conversion Price shall be
adjusted by multiplying the Conversion Price in force immediately prior to such
issue or grant by the following fraction:    where:  A is the number of
Ordinary Shares in issue immediately before the issue of such Ordinary Shares
or the grant of such options, warrants or rights;  B is the number of
Ordinary Shares which the aggregate consideration (if any) receivable for the
issue of such additional Ordinary Shares or, as the case may be, for the
Ordinary Shares to be issued or otherwise made available upon the exercise of
any such options, warrants or rights, would purchase at such Current Market
Price per Ordinary Share; and  C is the number of
Ordinary Shares to be issued pursuant to such issue of such Ordinary Shares or,
as the case may be, the maximum number of Ordinary Shares which may be issued
upon exercise of such options, warrants or rights calculated as at the date of
issue of such options, warrants or rights.  68


Such adjustment
shall become effective on the date of issue of such additional Ordinary Shares
or, as the case may be, the grant of such options, warrants or rights.  (vii)If
and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or
request of or pursuant to any arrangements with the Issuer or any Subsidiary of
the Issuer) any other company, person or entity (otherwise than as mentioned in
sub-paragraphs (b)(iv), (b)(v) or (b)(vi) above) shall issue wholly for cash or
for no consideration any Securities (other than the Bonds, which term shall for
this purpose exclude any further bonds issued pursuant to Condition 18 and
consolidated and forming a single series with the Bonds) which by their terms
of issue carry (directly or indirectly) rights of conversion into, or exchange
or subscription for, Ordinary Shares (or shall grant any such rights in respect
of existing Securities so issued) or Securities which by their terms might be
redesignated as Ordinary Shares, and the consideration per Ordinary Share
receivable upon conversion, exchange, subscription or redesignation is less
than 95 per cent. of the Current Market Price per Ordinary Share on the dealing
day immediately preceding the date of the first public announcement of the
terms of issue of such Securities (or the terms of such grant), the Conversion
Price shall be adjusted by multiplying the Conversion Price in force
immediately prior to such issue (or grant) by the following fraction:    where:  A is the number of
Ordinary Shares in issue immediately before such issue or grant (but where the
relevant Securities carry rights of conversion into or rights of exchange or
subscription for Ordinary Shares which have been issued by the Issuer for the
purposes of or in connection with such issue, less the number of such Ordinary
Shares so issued);  B is the number of
Ordinary Shares which the aggregate consideration (if any) receivable for the
Ordinary Shares to be issued or otherwise made available upon conversion or
exchange or upon exercise of the right of subscription attached to such
Securities or, as the case may be, for the Ordinary Shares to be issued or to
arise from any such redesignation would purchase at such Current Market Price
per Ordinary Share; and  C is the maximum
number of Ordinary Shares to be issued or otherwise made available upon
conversion or exchange of such Securities or upon the exercise of such right of
subscription attached thereto at the initial conversion, exchange or
subscription price or rate or, as the case may be, the maximum number of
Ordinary Shares which may be issued or arise from any such redesignation.  Provided that if
at the time of issue of the relevant Securities or date of grant of such rights
(as used in this sub-paragraph (b)(vii) the Specified
Date) such number of Ordinary Shares is to be determined by
reference to the application of a formula or other variable feature or the
occurrence of any event at some subsequent time (which may be when such
Securities are converted or exchanged or rights of subscription are exercised
or, as the case may be, such Securities are redesignated or at such other time
as may be provided) then for the purposes of this sub-paragraph (b)(vii), C
shall be determined by the application of such formula or variable feature or
as if the relevant event occurs or had occurred as at the Specified Date and as
if such conversion, exchange, subscription, purchase or acquisition or, as the
case may be, redesignation had taken place on the Specified Date.  Such adjustment
shall become effective on the date of issue of such Securities or, as the case
may be, the grant of such rights.  (viii)If
and whenever there shall be any modification of the rights of conversion,
exchange or subscription attaching to any such Securities (other than the Bonds
and any further bonds issued pursuant to Condition 18 and consolidated and
forming a single series therewith) as are mentioned in sub-paragraph (b)(vii)
above (other than in accordance with the terms (including terms as to
adjustment) applicable to such Securities upon issue) so that following such
modification the consideration per Ordinary Share receivable has been reduced
and is less than  69


95 per cent. of
the Current Market Price per Ordinary Share on the dealing day immediately
preceding the date of the first public announcement of the proposals for such
modification, the Conversion Price shall be adjusted by multiplying the
Conversion Price in force immediately prior to such modification by the
following fraction:    where:  A is the number of
Ordinary Shares in issue immediately before such modification (but where the
relevant Securities carry rights of conversion into or rights of exchange or
subscription for Ordinary Shares which have been issued, purchased or acquired
by the Issuer or any Subsidiary of the Issuer (or at the direction or request
or pursuant to any arrangements with the Issuer or any Subsidiary of the
Issuer) for the purposes of or in connection with such issue, less the number
of such Ordinary Shares so issued, purchased or acquired);  B is the number of
Ordinary Shares which the aggregate consideration (if any) receivable for the
Ordinary Shares to be issued or otherwise made available upon conversion or
exchange or upon exercise of the right of subscription attached to the
Securities so modified would purchase at such Current Market Price per Ordinary
Share or, if lower, the existing conversion, exchange or subscription price of
such Securities; and  C is the maximum
number of Ordinary Shares which may be issued or otherwise made available upon
conversion or exchange of such Securities or upon the exercise of such rights
of subscription attached thereto at the modified conversion, exchange or
subscription price or rate but giving credit in such manner as an Independent
Financial Adviser shall consider appropriate for any previous adjustment under
this sub-paragraph or sub-paragraph (b)(vii)
above.  Provided that if
at the time of such modification (as used in this sub-paragraph (b)(viii) the Specified Date) such number of Ordinary
Shares is to be determined by reference to the application of a formula or
other variable feature or the occurrence of any event at some subsequent time
(which may be when such Securities are converted or exchanged or rights of
subscription are exercised or at such other time as may be provided) then for
the purposes of this paragraph (b)(viii),
C shall be determined by the application of such formula or variable feature
or as if the relevant event occurs or had occurred as at the Specified Date and
as if such conversion, exchange or subscription had taken place on the
Specified Date.  Such adjustment
shall become effective on the date of modification of the rights of conversion,
exchange or subscription attaching to such Securities.  (ix)If
and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or
request of or pursuant to any arrangements with the Issuer or any Subsidiary of
the Issuer) any other company, person or entity shall offer any Securities in
connection with which offer Shareholders as a class are entitled to participate
in arrangements whereby such Securities may be acquired by them (except where
the Conversion Price falls to be adjusted under sub-sub-paragraphs (b)(ii),
(iii), (iv), (vi) or (vii) above or (x) below (or would fall to be so adjusted
if the relevant issue or grant was at less than 95 per cent. of the Current
Market Price per Ordinary Share on the relevant dealing day) or under
sub-paragraph (b)(v) above) the Conversion Price shall be adjusted by
multiplying the Conversion Price in force immediately before the making of such
offer by the following fraction:    where:  A is the Current
Market Price of one Ordinary Share on the dealing day immediately preceding the
date on which the terms of such offer are first publicly announced; and  70


B is the Fair
Market Value on the date of such announcement of the portion of the relevant
offer attributable to one Ordinary Share.  Such adjustment
shall become effective on the first date on which the Ordinary Shares are
traded ex-rights on the Relevant Exchange.  (x)If
a Change of Control shall occur, then upon any exercise of Conversion Rights
where the Conversion Date falls during the Relevant Period, the Conversion
Price shall be as set out below, but in each case adjusted, if appropriate,
under this Condition 6(b).  Conversion Date
  
  Conversion
  Price(U.S.$)On or before January 7, 2006
  
  25.564Thereafter, but on or before January 7,
  2007
  
  27.888Thereafter, but on or before January 7,
  2008
  
  30.212Thereafter, but on or before January 7,
  2009
  
  32.536Thereafter, but on or before the Final
  Maturity Date
  
  34.860  (xi)If
the Issuer determines that an adjustment should be made to the Conversion Price
as a result of one or more circumstances not referred to above in this
Condition 6(b) (even if the relevant circumstance is specifically excluded from
the operation of sub-paragraphs (b)(i) to (x) above), the Issuer shall, at its
own expense and acting reasonably, request an Independent Financial Adviser to
determine as soon as practicable what adjustment (if any) to the Conversion
Price is fair and reasonable to take account thereof and the date on which such
adjustment should take effect and upon such determination such adjustment (if
any) shall be made and shall take effect in accordance with such determination,
provided that an adjustment shall only be made pursuant to this sub-paragraph
(b)(xi) if such Independent Financial Adviser is so requested to make such a
determination not more than 21 days after the date on which the relevant
circumstance arises and if the adjustment would result in a reduction to the
Conversion Price.  Notwithstanding
the foregoing provisions, where the events or circumstances giving rise to any
adjustment pursuant to this Condition 6(b)
have already resulted or will result in an adjustment to the Conversion Price
or where the events or circumstances giving rise to any adjustment arise by
virtue of any other events or circumstances which have already given or will
give rise to an adjustment to the Conversion Price or where more than one event
which gives rise to an adjustment to the Conversion Price occurs within such a
short period of time that, in the opinion of the Issuer, a modification to the
operation of the adjustment provisions is required to give the intended result,
such modification shall be made to the operation of the adjustment provisions
as may be advised by an Independent Financial Adviser to be in its opinion
appropriate to give the intended result and provided further that, for the
avoidance of doubt, the issue of Ordinary Shares pursuant to the exercise of
Conversion Rights shall not result in an adjustment to the Conversion Price.  For
the purpose of any calculation of the consideration receivable or price
pursuant to sub-paragraphs (iv),(vi),
(vii) and (viii), the following provisions shall apply:  (a)the
aggregate consideration receivable or price for Ordinary Shares issued for cash
shall be the amount of such cash;  (b)(x)
the aggregate consideration receivable or price for Ordinary Shares to be
issued or otherwise made available upon the conversion or exchange of any
Securities shall be deemed to be the consideration or price received or
receivable for any such Securities and (y) the aggregate consideration
receivable or price for Ordinary Shares to be issued or otherwise made
available upon the exercise of rights of subscription attached to any Securities
or upon the exercise of any options, warrants or rights shall be deemed to be
that part (which may be the whole) of the consideration or price received or
receivable for such Securities or, as the case may be, for such options,
warrants or rights which are attributed by the Issuer to such rights of
subscription or, as the case may be, such options, warrants or rights or, if no
part of such consideration or price is so attributed, the Fair Market Value of
such rights of subscription or, as the case may be, such options, warrants or
rights as at the date of the first public announcement of the terms of issue of
such Securities or, as the case may be, such options, warrants or rights, plus
in the case of each of (x)  71


and (y) above, the
additional minimum consideration receivable or price (if any) upon the
conversion or exchange of such Securities, or upon the exercise of such rights
or subscription attached thereto or, as the case may be, upon exercise of such
options, warrants or rights and (z) the consideration receivable or price per
Ordinary Share upon the conversion or exchange of, or upon the exercise of such
rights of subscription attached to, such Securities or, as the case may be,
upon the exercise of such options, warrants or rights shall be the aggregate
consideration or price referred to in (x) or (y) above (as the case may be)
divided by the number of Ordinary Shares to be issued upon such conversion or
exchange or exercise at the initial conversion, exchange or subscription price
or rate;  (c)if
the consideration or price determined pursuant to (a) or (b) above (or any
component thereof) shall be expressed in a currency other than U.S. dollars it
shall be converted into U.S. dollars at such rate of exchange as may be
determined in good faith by an Independent Financial Adviser to be the spot
rate ruling at the close of business on the date of the first public
announcement of the terms of issue of such Securities (or if no such rate is
available on that date, the equivalent rate on the immediately preceding date
on which such rate is available); and  (d)in
determining consideration or price pursuant to the above, no deduction shall
made for any commissions or fees (howsoever described) or any expenses paid or
incurred for any underwriting, placing or management of the issue of the
relevant Ordinary Shares or Securities or otherwise in connection therewith.  (c)Retroactive
Adjustments  If the
Conversion Date in relation to any Bond shall be after the record date for any
such issue, distribution, grant or offer (as the case may be) as is mentioned
in Condition 6(b)(ii) (iii),
(iv), (v) or (ix), or any such issue as is mentioned in Condition 6(b)(vi) and (vii) which is made to
the Shareholders or any of them, but before the relevant adjustment becomes
effective under Condition 6(b)
(such adjustment, a Retroactive Adjustment),
the Issuer shall (conditional upon the relevant adjustment becoming effective)
procure that there shall be issued to the converting Bondholder, in accordance
with the instructions contained in the Conversion Notice: (i) in respect of the
authorised denomination of Bonds in respect of which the relevant Bondholder
shall have elected to receive Ordinary Shares or be deemed to have elected to
receive Ordinary Shares, such additional number of Ordinary Shares (if any)
(the Additional Shares) as,
together with the Ordinary Shares issued or to be issued on conversion of the
relevant Bond in respect of such authorised denomination (together with any
fraction of an Ordinary Share not so issued), is equal to the number of
Ordinary Shares which would have been required to be issued on conversion in
respect of such authorised denomination of such Bond; and/or (ii) in respect of
the authorised denomination of Bonds in respect of which the relevant
Bondholders shall have elected to receive SDRs, such additional number of SDRs
(if any) (the Additional SDRs)
as, together with the SDRs issued or to be issued on conversion of the relevant
Bond in respect of such authorised denomination (together with any fraction of
an SDR not so issued) is equal to the number of SDRs which would have been
required to be issued upon conversion in respect of such authorised
denomination of such Bond, in each case as if the relevant adjustment (more
particularly referred to in the said provisions of Condition 6(b)) to the Conversion Price had in
fact been made and become effective immediately after the relevant record date.  (d)Decision
of an Independent Financial Adviser  If any
doubt shall arise as to the appropriate adjustment to the Conversion Price, and
following consultation between the Issuer and an Independent Financial Adviser
a written opinion of such Independent Financial Adviser in respect of such
adjustment to the Conversion Price shall be conclusive and binding on all
concerned, save in the case of manifest error or any mistake or error which is
proved to the Trustees satisfaction to be such.  (e)Employees
Share Schemes  No
adjustment will be made to the Conversion Price where Ordinary Shares or other
Securities (including rights, warrants and options) are issued, offered,
exercised, allotted, appropriated, modified or granted to, or for the benefit
of, employees or former employees (including Directors holding or formerly
holding executive office or the personal service company of any such person) or
their spouses or relatives, in each case, of the Issuer or any of its
Subsidiaries or any associated company or to trustees to be held for the
benefit of any such person, in any such case pursuant to any employees share
or option scheme.  72


(f)Rounding
Down and Notice of Adjustment to the Conversion Price  On any
adjustment, the resultant Conversion Price, if not an integral multiple of
U.S.$0.01, shall be rounded down to the nearest whole multiple of U.S.$0.01. No
adjustment shall be made to the Conversion Price where such adjustment (rounded
down if applicable) would be less than one per cent. of the Conversion Price
then in effect. Any adjustment not required to be made, and/or any amount by
which the Conversion Price has been rounded down, shall be carried forward and
taken into account in any subsequent adjustment, and such subsequent adjustment
shall be made on the basis that the adjustment not required to be made had been
made at the relevant time.  Notice
of any adjustments to the Conversion Price shall be given to Bondholders in
accordance with Condition 17 promptly after the determination thereof.  (g)Change
of Control/Change of Control Triggering Event  Following
the occurrence of (i) a Change of Control or (ii) a Change of Control
Triggering Event, the Issuer shall give notice thereof to the Trustee and to
the Bondholders in accordance with Condition 17 (a Relevant Notice) within 14 calendar days of the first day on
which it becomes so aware.  The
Relevant Notice shall (in the case of a Change of Control) contain a statement
informing Bondholders of their entitlement to exercise their Conversion Rights
as provided in these Conditions and the Conversion Price applicable in
consequence of the Change of Control as set out in Condition 6(b)(x), as
adjusted where appropriate or (in the case of a Change of Control Triggering
Event) to exercise their rights to require redemption of the Bonds pursuant to
Condition 7(f). The Relevant
Notice shall also specify:  (i)all
information material to Bondholders concerning the Change of Control or, as the
case may be, the Change of Control Triggering Event;  (ii)(in
the case of a Change of Control) the Conversion Price immediately prior to the
occurrence of the Change of Control and the Conversion Price applicable
pursuant to Condition 6(b)(ix) during the Relevant Period;  (iii)the
closing price of the Ordinary Shares as derived from the Relevant Exchange as
at the latest practicable date prior to the publication of such notice;  (iv)(in
the case of a Change of Control) the last day of the Relevant Period; and  (v)such
other information relating to the Change of Control or, as the case may be, the
Change of Control Triggering Event as the Trustee may require.  The
Trustee shall not be required to take any steps to ascertain whether a Change
of Control or a Change of Control Triggering Event or any event which could
lead to a Change of Control or a Change of Control Triggering Event has
occurred or may occur.  (h)Procedure
for Conversion  A
Conversion Right may be exercised by a Bondholder during the Conversion Period
by delivering the relevant Bond to the specified office of any Paying, Transfer
and Conversion Agent, during its usual business hours, accompanied by a duly
completed and signed notice of conversion (a Conversion
Notice) in the form (for the time being current) obtainable from
any Paying, Transfer and Conversion Agent. Conversion Rights shall be exercised
subject in each case to any applicable fiscal or other laws or regulations
applicable in the jurisdiction in which the specified office of the Paying,
Transfer and Conversion Agent to whom the relevant Conversion Notice is
delivered is located. If such delivery is made after the end of normal business
hours or on a day which is not a business day in the place of the specified
office of the relevant Paying, Transfer and Conversion Agent, such delivery shall
be deemed for all purposes of these Conditions to have been made on the next
following such business day.  Each
Bondholder shall have the right to elect to receive in respect of any
authorised denomination of Bonds in respect of which Conversion Rights are
exercised, Ordinary Shares or SDRs, and shall be entitled to elect to receive
both Ordinary Shares and SDRs in respect of any Bond in respect of which
Conversion Rights are exercised, provided that any such election shall be in
respect of an authorised denomination. Such  73


election shall be made in the relevant Conversion
Notice. In the absence of any such election, the Bondholder shall be deemed to
have elected to receive Ordinary Shares in respect of the entire authorised
denomination of each Bond in respect of which Conversion Rights are exercised.  A
Conversion Notice, once delivered (and any such election, or deemed election,
as provided above), shall be irrevocable.  The
conversion date in respect of a Bond (the Conversion
Date) shall be the Luxembourg business day immediately following
the date of such delivery and, if applicable, the making of any payment to be
made as provided below.  A
Bondholder exercising a Conversion Right must pay any taxes and capital, stamp,
issue and registration duties arising on conversion (other than any taxes or
capital duties or stamp duties payable in the United States of America,
Luxembourg or Sweden in respect of the allotment and issue of Ordinary Shares
and any SDRs on such conversion (including any Additional Shares and Additional
SDRs), which shall be paid by the Issuer) and such Bondholder must pay all, if
any, taxes arising by reference to any disposal or deemed disposal of a Bond or
interest therein in connection with such conversion. The Issuer will pay all
expenses, charges and fees of the Depositary and/or any custodian for the
Depositary in connection with the deposit of any relevant Ordinary Shares
(including any Additional Shares) and issue of SDRs (including any Additional
SDRs) pursuant to the Deposit Agreement on conversion.  Where
the relevant Bondholder shall have elected or be deemed to have elected to
receive Ordinary Shares, the Issuer shall procure that within 7 days that are
business days in each of New York, London and Luxembourg following the relevant
Conversion Date, Ordinary Shares to be issued on exercise of Conversion Rights
are issued in definitive form through the Issuers issuing agent (currently
American Stock Transfer & Trust Co.) and delivered to, or at the direction
of, the relevant Bondholder.  Unless
otherwise required to ensure compliance with U.S. securities laws, such shares
shall be issued in a form eligible for settlement through the facilities of the
Depository Trust Company and representing good delivery for the purposes of
settlement on the NASDAQ.  If the Issuer
determines that compliance with U.S. securities laws so requires, shares may be
issued bearing a legend substantially similar to that set forth in Condition
1(a), unless the holder provides the Issuer with such certifications, legal
opinions or other information as the Issuer may reasonably require to confirm
that the Ordinary Shares may be transferred pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act.  Within
7 days that are business days in each of Stockholm, London and Luxembourg
following the relevant Conversion Date or, as the case may be, Reference Date,
in respect of an exercise of Conversion Rights where the relevant Bondholder
shall have elected to receive SDRs, the Issuer shall:  (i)procure
that the relevant Ordinary Shares to be represented by such SDRs are deposited
with the Depositary or with the custodian appointed by the Depositary, through
registration of the Depositary or such custodian as owner of the relevant
Ordinary Shares in the Issuers share register; and  (ii)procure
that the Depositary issues SDRs to the relevant Bondholder or his nominee by
way of registration in a Swedish CSD Register maintained by VPC AB in
accordance with the Financial Instruments Registration Act (SFS 1998: 1479) of
Sweden.  (i)Ordinary
Shares and SDRs  (i)Ordinary
Shares issued upon conversion of the Bonds will be fully paid and
non-assessable and will in all respects rank pari passu
with the fully paid Ordinary Shares in issue on the relevant Conversion Date
or, in the case of Additional Shares, on the relevant Reference Date (except in
any such case for any right excluded by mandatory provisions of applicable
law), except that the Ordinary Shares or, as the case may be, the Additional
Shares so issued will not rank for any rights, distributions or payments the
record date or other due date for the establishment of entitlement for which
falls prior the relevant Conversion Date or, as the case may be, the relevant
Reference Date.  (ii)the
SDRs issued upon conversion of the Bonds will in all respects rank pari passu
with the SDRs in issue on the relevant Conversion Date or, in the case of
Additional SDRs, on the relevant Reference Date, except that the SDRs or, as
the case may be, the Additional SDRs so issued will  74


not rank for any
rights, distributions or payments the record date or other due date for the
establishment of entitlement for which falls prior to the relevant Conversion
Date or, as the case may be, the relevant Reference Date.  (iii)Save
as provided in Condition 6(k), no payment or adjustment shall be made on
conversion for any interest which otherwise would have accrued on the relevant
Bonds since the last Interest Payment Date preceding the Conversion Date
relating to such Bonds (or, if such Conversion Date falls before the first
Interest Payment Date, since the Closing Date).  (j)Interest
on Conversion  If any
notice requiring the redemption of any Bonds is given pursuant to Condition 7(b) or 7(c)on or after
the fifteenth Luxembourg business day prior to a record date which has occurred
since the last Interest Payment Date (or in the case of the first Interest
Period, since the Closing Date) (whether such notice is given before, on or
after such record date) in respect of any Dividend or distribution payable in
respect of the Ordinary Shares where such notice specifies a date for redemption
falling on or prior to the date which is 14 days after the Interest Payment
Date next following such record date, interest shall accrue on Bonds in respect
of which Conversion Rights shall have been exercised and in respect of which
the Conversion Date falls after such record date and on or prior to the
Interest Payment Date next following such record date in respect of such
Dividend or distribution, in each case from and including the preceding
Interest Payment Date (or, if such Conversion Date falls before the first
Interest Payment Date, from the Closing Date) to but excluding such Conversion
Date. The Issuer shall pay any such interest or procure that any such interest
is paid by not later than 14 days after the relevant Conversion Date by U.S. dollar
cheque drawn on, or by transfer to, a U.S. dollar account maintained with, a
bank in New York City in accordance with instructions given by the relevant
Bondholder.  (k)Purchase
or Redemption or Buy Back by the Issuer of its own Shares  The
Issuer may exercise such rights as it may from time to time enjoy to purchase
or redeem or buy back its own shares (including Ordinary Shares and any
certificates or receipts representing Ordinary Shares) without the consent of
the Bondholders.  (l)No
duty to Monitor  The
Trustee shall not be under any duty to monitor whether any event or
circumstance has happened or exists which may require an adjustment to be made
to the Conversion Price and will not be responsible to the Bondholders for any
loss arising from any failure by it to do so.  (m)Consolidation,
Amalgamation or Merger  Without
prejudice to Condition 6(b)(x)
or 7(f), in the case of any
consolidation, amalgamation or merger of the Issuer with any other corporation
(other than a consolidation, amalgamation or merger in which the Issuer is the
continuing corporation), or in the case of any sale or transfer of all, or
substantially all, of the assets of the Issuer, the Issuer will forthwith
notify the Bondholders of such event in accordance with Condition 17 and (so
far as legally possible) cause the corporation resulting from such
consolidation, amalgamation or merger of the corporation which shall have
acquired such assets, as the case may be, to execute a trust deed supplemental
to the Trust Deed to ensure that the holder of each Bond then outstanding will
have the right (during the period in which such Bond shall be exchangeable) to
convert such Bond into the class and amount of shares and other securities and
property receivable upon such consolidation, amalgamation, merger, sale or
transfer by a holder of the number of Ordinary Shares which would have become
liable to be issued upon conversion of such Bond immediately prior to such
consolidation, amalgamation, merger, sale or transfer. Such supplemental trust
deed will provide for adjustments which will be as nearly equivalent as may be
practicable to the adjustments provided for in Condition 6. The above
provisions of this paragraph (e) will apply, mutatis mutandis to any subsequent
consolidations, amalgamations, mergers, sales or transfers.  75


7Redemption
and Purchase  (a)Final
Redemption  Unless
previously purchased and cancelled, redeemed or converted as herein provided,
the Bonds will be redeemed at their principal amount on the Final Maturity
Date. The Bonds may only be redeemed at the option of the Issuer prior to the
Final Maturity Date in accordance with Condition 7(b)or 7(c).  (b)Redemption
at the Option of the Issuer  On
giving not less than 30 nor more than 90 days notice (an Optional Redemption Notice) to the Trustee
and to the Bondholders in accordance with Condition 17, the Issuer may redeem
all but not some only of the Bonds on the date (the Optional Redemption Date) specified in the Optional
Redemption Notice at their principal amount together with accrued interest up
to but excluding the Optional Redemption Date:  (i)at
any time on or after January 21, 2008, if on each of more than 20 dealing days
during any period of 30 consecutive dealing days ending not earlier than 14
days prior to the giving of the relevant Optional Redemption Notice, the
closing price for an Ordinary Share as published by or derived from the
Relevant Exchange on such dealing day exceeds 130 per cent. of the Conversion
Price (as adjusted) in effect (or deemed to be in effect) on such dealing day;
or  (ii)if,
at any time prior to the date the relevant Optional Redemption Notice is given,
Conversion Rights shall have been exercised and/or purchases (and corresponding
cancellations) and/or redemptions effected in respect of 85 per cent. or more
in principal amount of the Bonds originally issued.  For
the purposes of Condition 7(b)(ii)
the principal amount of the Bonds originally issued shall be the aggregate of
the principal amount of the Bonds and the principal amount of any further bonds
issued pursuant to Condition 18 and consolidated and forming a single series
with the Bonds, but shall not take account of any Conversion Rights exercised
or purchases and corresponding cancellations.  (c)Redemption
for Taxation Reasons  The
Bonds may be redeemed (subject to the provisions of Condition 7(d)) at the option of the Issuer in
whole, but not in part, at any time, on giving not less than 30 nor more than
60 days notice (a Tax Redemption Notice)
to the Bondholders in accordance with Condition 17 (which notice shall be
irrevocable), at their principal amount (together with interest accrued to the
date fixed for redemption) (the Tax
Redemption Date), if (1) the Issuer satisfies the Trustee
immediately prior to the giving of such Tax Redemption Notice that it has or
will become obliged to pay Additional Amounts as defined in Condition 9 as a
result of any change in, or amendment to, the laws or regulations of Luxembourg
or any political subdivision or any authority thereof or therein having power
to tax, or any change in the application or official interpretation of such
laws or regulations, which change or amendment becomes effective on or after
December 1, 2004, and (2) such obligation cannot be avoided by the Issuer
taking reasonable measures available to it, provided that no such Tax
Redemption Notice shall be given earlier than 90 days prior to, nor later than
90 days after, the earliest date on which the Issuer would be obliged to pay
such Additional Amounts were a payment in respect of the Bonds then due. Prior
to the publication of any Tax Redemption Notice pursuant to this Condition 7(c), the Issuer shall deliver to the
Trustee a certificate signed by two Directors of the Issuer stating that the
obligation referred to in (1) above cannot be avoided by the Issuer taking
reasonable measures available to it and the Trustee shall, without enquiring
and without any liability therefore, be entitled to accept such certificate as
sufficient evidence of the satisfaction of the condition precedent set out in
(2) above in which event it shall be conclusive and binding on the Bondholders.  (d)Bondholders
Tax Option  If the
Issuer gives a Tax Redemption Notice, each Bondholder will have the right to
elect that his Bond(s) shall not be redeemed pursuant to such Tax Redemption
Notice and that the provisions of Condition 9 shall not apply in respect of any
payment of principal or interest to be made in respect of such Bond(s) which falls
due after the relevant Tax Redemption Date, whereupon no Additional Amounts
shall be payable in respect thereof pursuant to Condition 9 and payment of all
amounts shall be made subject to the deduction or withholding of Luxembourg
taxation required to be withheld or deducted. To exercise a right pursuant to  76


this Condition 7(d),
the relevant Bondholder must present his Bond(s) together with a duly completed
and signed notice of exercise in the form (for the time being current)
obtainable from the specified office of any Paying, Transfer and Conversion
Agent (a Bondholders Exercise Notice)
on or before the day falling 15 days prior to the Tax Redemption Date at the
specified office of any Paying, Transfer and Conversion Agent.  (e)Redemption
Notices  Any
Optional Redemption Notice or Tax Redemption Notice shall (subject in the case
of a Tax Redemption Notice, to Condition 7(d)) be irrevocable. Any such notice
shall specify (i) the Optional Redemption Date or, as the case may be, the Tax
Redemption Date, (ii) the Conversion Price, the aggregate principal amount of
the Bonds outstanding and the closing price of the Ordinary Shares as derived
from the Relevant Exchange, in each case as at the latest practicable date
prior to the publication of the relevant Redemption Notice and (iii) the last
day on which Conversion Rights may be exercised by Bondholders.  (f)Redemption
at the option of Bondholders  Following
the occurrence of a Change of Control Triggering Event, the holder of each Bond
will have the right to require the Issuer to redeem that Bond on the Put Date
at its principal amount together with accrued interest. To exercise such right,
the holder of the relevant Bond must present such Bond at the specified office
of any Paying, Transfer and Conversion Agent together with a duly completed and
signed notice of exercise (a Put Exercise
Notice), in the form for the time being current, obtainable from
the specified office of any Paying, Transfer and Conversion Agent at any time
in the Relevant Period.  Payment
in respect of any such Bond shall be made by U.S. dollar cheque drawn on, or by
transfer to, a U.S. dollar account maintained with a bank in New York City
specified by the relevant Bondholder in the applicable Put Exercise Notice.  A Put
Exercise Notice, once delivered, shall be irrevocable and the Issuer shall
redeem all Bonds the subject of Put Exercise Notices delivered as aforesaid on
the Put Date.  (g)Purchase  Subject
to the requirements (if any) of any stock exchange on which the Bonds may be
listed at the relevant time, the Issuer or any Subsidiary of the Issuer may at
any time purchase Bonds in the open market or otherwise at any price. Any
purchase by tender shall be made available to all Bondholders alike. Such Bonds
may be held, resold or reissued, or, at the option of the Issuer, surrendered
to any Paying, Transfer and Conversion Agent for cancellation.  (h)Cancellation  All
Bonds which are redeemed or in respect of which Conversion Rights are exercised
will be cancelled and may not be reissued or resold.  (i)Multiple
Notices  If
more that one notice of redemption is given pursuant to this Condition 7, the
first of such notices to be given shall prevail.  8Payments  (a)Principal  Payment
of the principal in respect of the Bonds and accrued interest payable on a
redemption of the Bonds other than on an Interest Payment Date will be made to
the persons shown in the Register at the close of business on the Record Date
and subject to the surrender of the Bonds at the specified office of the
Registrar or of any of the Paying, Transfer and Conversion Agents.  (b)Interest
and other Amounts  (i)Payments
of interest due on an Interest Payment Date will be made to the persons shown
in the Register at close of business on the Record Date.  77


(ii)Payments
of all amounts other than as provided in Condition 8(a) and (b)(i) will be made
as provided in these Conditions.  (c)Record
Date  Record Date means the seventh business
day, in the place of the specified office of the Registrar, before the due date
for the relevant payment.  (d)Payments  Each
payment in respect of the Bonds pursuant to Condition 8(a) and (b)(i)
will be made by U.S. dollar cheque drawn on a branch of a bank in New York City
mailed to the holder of the relevant Bond at his address appearing in the
Register. However, upon application by the holder to the specified office of
the Registrar or any Paying, Transfer and Conversion Agent not less than 15
days before the due date for any payment in respect of a Bond, such payment may
be made by transfer to a U.S. dollar account maintained by the payee with a
bank in New York City.  Where
payment is to be made by cheque, the cheque will be mailed, on the business day
preceding the due date for payment or, in the case of payments referred to in
Condition 8(a), if later, on
the business day on which the relevant Bond is surrendered as specified in
Condition 8(a) (at the risk
and, if mailed at the request of the holder otherwise than by ordinary mail,
expense of the holder).  (e)Payments
subject to fiscal laws  All
payments in respect of the Bonds are subject in all cases to any applicable
fiscal or other laws and regulations. No commissions or expenses shall be
charged to the Bondholders in respect of such payments.  (f)Delay
in payment  Bondholders
will not be entitled to any interest or other payment for any delay after the
due date in receiving the amount due (i) as a result of the due date not being
a business day, (ii) if the Bondholder is late in surrendering the relevant
Bond or (iii) if a cheque mailed in accordance with this Condition arrives
after the date for payment.  (g)Business
Days  In
this Condition, business day
means any day (other than a Saturday or Sunday) on which banks and foreign
exchange markets are open for business in New York City and, in the case of
presentation or surrender of a Bond, in the place of the specified office of
the Registrar or relevant Paying, Transfer and Conversion Agent, to whom the
relevant Bond is presented or surrendered.  (h)Paying,
Transfer and Conversion Agents, etc.  The
initial Paying, Transfer and Conversion Agents and Registrar and their initial
specified offices are listed below. The Issuer reserves the right under the
Agency Agreement at any time, with the prior written approval of the Trustee
(which approval shall not be unreasonably withheld or delayed having regard to
the interests of Bondholders only), to vary or terminate the appointment of any
Paying, Transfer and Conversion Agent or the Registrar and appoint additional
or other Paying, Transfer and Conversion Agents, provided that it will (i)
maintain a Principal Paying, Transfer and Conversion Agent and a Registrar,
(ii) maintain Paying, Transfer and Conversion Agents having specified offices
in at least two major European cities including, so long as the Bonds are
listed on the Luxembourg Stock Exchange and the rules of that Stock Exchange so
require, a Paying, Transfer and Conversion Agent having a specified office in
Luxembourg, (iii) maintain a Paying, Transfer and Conversion Agent with a
specified office in an EU Member State that will not be obliged to withhold or
deduct tax pursuant to European Council Directive 2003/48/EC or any other
European Union Directive implementing the conclusion of the ECOFIN Council
Meeting of 26-27 November 2000 on the taxation of savings income or any law
implementing or complying with such Directive and (iv) maintain a Registrar
with a specified office outside the United Kingdom. Notice of any change in the
Paying, Transfer and Conversion Agents or the Registrar or their specified
offices will promptly be given to the Bondholders in accordance with Condition
17.  78


(i)Fractions  When
making payments to Bondholders, if the relevant payment is not of an amount
which is a whole multiple of the smallest unit of the relevant currency in
which such payment is to be made, such payment will be rounded down to the
nearest unit.  9Taxation  All
payments by or on behalf of the Issuer in respect of the Bonds shall be made
free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within Luxembourg or any authority
therein or thereof having power to tax, unless such withholding or deduction is
required by law. In that event the Issuer shall pay such additional amounts (Additional Amounts) as will result in
receipt by the Bondholders of such amounts as would have been received by them
had no such withholding or deduction been required, except that no such
Additional Amounts shall be payable in respect of any Bond:  (a)to
or on behalf of a holder who is liable to such taxes, duties, assessments or
governmental charges in respect of such Bond by reason of his having some
connection with Luxembourg other than the mere holding of the Bond; or  (b)which
is presented for payment (where presentation is required pursuant to these
Conditions) more than 30 days after the Relevant Date except to the extent that
the holder of it would have been entitled to such additional amounts on
presenting such Bond for payment on the last day of such period of 30 days; or  (c)where
such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to European Council Directive 2003/48/EC or any
other European Union Directive implementing the conclusions of the ECOFIN Council
meeting of 26-27 November 2000 on the taxation of savings income or any law
implementing or complying with, or introduced in order to conform to, such
Directive; or  (d)by
or on behalf of a Bondholder who would have been able to avoid such withholding
or deduction by presenting the relevant Bond to another Paying, Transfer and
Conversion Agent in a Member State of the European Union.  Any
reference in these Conditions to principal, interest or any other amount
payable in respect of the Bonds shall be deemed to include any Additional
Amounts which may be payable under this Condition or any undertaking given in
addition to or substitution for it under the Trust Deed.  This
Condition 9 shall not apply in respect of any Bonds which are the subject of an
election by the relevant Bondholder in accordance with Condition 7(d).  10Events
of Default  The
Trustee at its discretion may, and if so requested in writing by the holders of
at least one-quarter in principal amount of the Bonds then outstanding or if so
directed by an Extraordinary Resolution of the Bondholders shall (subject in
each case to being indemnified to its satisfaction), give notice to the Issuer
that the Bonds are, and they shall accordingly thereby immediately become, due
and repayable at their principal amount together with accrued interest if any
of the following events (each an Event of
Default) shall have occurred (unless such Event of Default has been
remedied to the satisfaction of the Trustee), provided that in the case of
paragraphs (c) and (d) the Trustee shall have certified that in its opinion
such event is materially prejudicial to the interests of the Bondholders:  (a)default
is made in the payment of the principal of any Bond at its Maturity; or  (b)default
is made in the payment of any interest upon any Bond when it becomes due and
payable, and continuance of such default for a period of 30 days; or  (c)default
is made in the performance of, or there is a breach of, any covenant,
undertaking or warranty of the Issuer contained in the Indenture or in the
terms and conditions of any agreement or indenture or instrument refinancing
the 10% Senior Notes which default or breach is not in the  79


opinion of the
Trustee remedied within 60 days after notice of such default or breach shall
have been given to the Issuer by the Trustee; or  (d)default
is made in the performance, or there is a breach, of any covenant, undertaking
or warranty of the Issuer under the Bonds or the Trust Deed which default or
breach is not in the opinion of the Trustee remedied within 60 days after
notice of such default shall have been given to the Issuer by the Trustee; or  (e)a
default or defaults are made under any bond(s), debenture(s), note(s) or other evidence(s)
of Debt by the Issuer or any Significant Restricted Group Member or under any
mortgage(s), indenture(s) or instrument(s) under which there may be issued or
by which there may be secured or evidenced any Debt of such type by the Issuer
or any Significant Restricted Group Member with a principal amount then
outstanding, individually or in the aggregate, in excess of U.S.$25 million,
whether such Debt now exists or shall hereafter be created, which default or
defaults shall constitute a failure to pay such Debt when due at the final
maturity thereof, or shall have resulted in such Debt becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable; provided that, notwithstanding the foregoing, any
default under the 2% Notes or the Mandatorily Exchangeable Notes, in each case,
(i) arising out of the issue of the Mandatorily Exchangeable Notes, the
entering into of the Securities Lending Agreement or the performance of the
obligations thereunder and (ii) outstanding as at December 1, 2004, shall not
constitute or give rise to a default or an Event of Default hereunder; or  (f)a
final judgment or final judgments (not subject to appeal) for the payment of
money are entered against the Issuer or any Significant Restricted Group Member
in an aggregate amount in excess of U.S.$10 million by a court or courts of
competent jurisdiction, which judgments remain undischarged or unstayed for a
period (during which execution shall not be effectively stayed) of 45 days
after the right to appeal all such judgments has expired; or  (g)save
in any case for the purposes of or pursuant to a Newco Scheme (in circumstances
where, in accordance with these Conditions and the Trust Deed, Newco is
substituted under the Bonds and the Trust Deed as principal obligor in place of
the Issuer and such adjustments are made to these Conditions and the Trust Deed
to ensure that the Bonds may be converted into ordinary shares in Newco mutatis mutandis in accordance with and subject to these
Conditions and the Trust Deed), the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Issuer or any
Significant Restricted Group Member in an involuntary case or proceeding under
any applicable U.S. Federal or State or, foreign, bankruptcy, insolvency,
reorganisation or other similar law (including, without limitation, in relation
to the Issuer, bankruptcy (faillite),
insolvency, voluntary or judicial liquidation (liquidation
volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors,
reorganisation or similar laws affecting the rights of creditors generally) or
(B) a decree or order adjudging the Issuer or any Significant Restricted Group
Member a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganisation, arrangement, adjustment or composition of or in respect
of the Issuer or any Significant Restricted Group Member under any applicable
U.S. Federal or State or, foreign, law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Issuer (including, without limitation, in relation to the Issuer, any commissaire, juge-commissaire,
liquidateur or curateur)
or any Significant Restricted Group Member or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or  (h)save
in any case for the purposes of or pursuant to a Newco Scheme (in circumstances
where, in accordance with these Conditions and the Trust Deed, Newco is
substituted under the Bonds and the Trust Deed as principal obligor in place of
the Issuer and such adjustments are made to these Conditions and the Trust Deed
to ensure that the Bonds may be converted into ordinary shares in Newco mutatis mutandis in accordance with and subject to these
Conditions and the Trust Deed), the commencement by the Issuer or any
Significant Restricted Group Member of a voluntary case or proceeding under any
applicable U.S. Federal or State or, foreign, bankruptcy, insolvency,
reorganisation or other similar law (including, without limitation, in relation
to the Issuer,  80


bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with
creditors (concordat préventif de  faillite), reprieve from payment (sursis de
paiement), controlled management (gestion
contrôlée), fraudulent conveyance (actio
pauliana), general settlement with creditors, reorganisation or
similar laws affecting the rights of creditors generally) or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree or order for relief in respect of the Issuer, or any
Significant Restricted Group Member in an involuntary case or proceeding under
any applicable U.S. Federal or State or, foreign, bankruptcy, insolvency,
reorganisation or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganisation or relief under any applicable
Federal, State or foreign law, or the consent by it to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Issuer, or any Significant Restricted Group Member or of any substantial part
of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Issuer
(including, without limitation, in relation to the Issuer, any commissaire, juge-commissaire,
liquidateur or curateur)
or any Significant Restricted Group Member in furtherance of any such action.  11Undertakings  Whilst
any Conversion Right remains exercisable, the Issuer will, save with the
approval of an Extraordinary Resolution or with the prior written approval of
the Trustee where, in its opinion, it is not materially prejudicial to the
interests of the Bondholders to give such approval:  (a)issue,
allot, register and deliver Ordinary Shares on exercise of Conversion Rights
and procure the issue and delivery of SDRs in accordance with these Conditions
and at all times keep available for issue, free from pre-emptive or other
similar rights, out of its authorised but unissued share capital, such number
of Ordinary Shares as would enable it to issue in full, such number of Ordinary
Shares as are required to be issued on exercise of Conversion Rights and all
other rights of subscription and exchange for and conversion into Ordinary
Shares;  (b)not
issue or pay up any Securities, in either case by way of capitalisation of
profits or reserves, other than:  (i)by
the issue of fully paid Ordinary Shares to Shareholders and other holders of
shares in the capital of the Issuer which by their terms entitle the holders
thereof to receive Ordinary Shares; or  (ii)by
the issue of Ordinary Shares paid up in full (in accordance with applicable
law) and issued wholly, ignoring fractional entitlements, in lieu of the whole
or part of a cash dividend; or  (iii)by
the issue of fully paid equity share capital (other than Ordinary Shares) to
the holders of equity share capital of the same class and other holders of
shares in the capital of the Issuer which by their terms entitle the holders
thereof to receive equity share capital (other than Ordinary Shares); or  (iv)by
the issue of any equity share capital to, or for the benefit of, any employee
or former employee, director or executive holding or formerly holding executive
office whether of the Issuer or any of its Subsidiaries or any associated
company or to trustees or nominees to be held for the benefit of any such
person, in any such case pursuant to an employee, director or executive share
or option scheme whether for all employees, directors, or executives or any one
or more of them,  unless,
in any such case, the same constitutes a Dividend or otherwise gives rise (or
would, but for the provisions of Condition 6(f) relating to the carry forward of adjustments, give rise) to
an adjustment to the Conversion Price; or  (c)not
modify the rights attaching to the Ordinary Shares with respect to voting,
dividends or liquidation nor issue any other class of equity share capital
carrying any rights which are more  81


favourable than
the rights attaching to the Ordinary Shares but so that nothing in this
Condition 11(c) shall prevent:  (i)any
consolidation, reclassification or subdivision of the Ordinary Shares; or  (ii)any
modification of such rights which is not, in the opinion of an independent
investment bank of international repute selected by the Issuer (acting as an
expert), approved in writing by the Trustee, materially prejudicial to the
interests of the holders of the Bonds; or  (iii)any
issue of equity share capital where the issue of such equity share capital
results, or would, but for the provisions of Condition 6(f) relating to the
carry forward of adjustments or the fact that the consideration per Ordinary
Share receivable therefore is at least 95 per cent. of the Current Market Price
per Ordinary Share, otherwise result, in an adjustment to the Conversion Price;
or  (iv)any
issue of equity share capital or modification of rights attaching to the
Ordinary Shares where prior thereto the Issuer shall have instructed an
Independent Financial Adviser to determine what (if any) adjustments should be
made to the Conversion Price as being fair and reasonable to take account
thereof and such Independent Financial Adviser shall have determined either
that no adjustment is required or that an adjustment resulting in an increase
in the Conversion Price is required and, if so, the new Conversion Price as a
result thereof and the basis upon which such adjustment is to be made and, in
any such case, the date on which the adjustment shall take effect (and so that
the adjustment shall be made and shall take effect accordingly);  (d)procure
that no Securities (whether issued by the Issuer or any Subsidiary of the
Issuer or procured by the Issuer or any Subsidiary of the Issuer to be issued
or issued by any other person pursuant to any arrangement with the Issuer or
any Subsidiary of the Issuer) issued without rights to convert into, or
exchange or subscribe for, Ordinary Shares shall subsequently be granted such
rights exercisable at a consideration per Ordinary Share which is less than 95
per cent. of the Current Market Price per Ordinary Share at the close of
business on the last dealing day preceding the date of the first public
announcement of the proposed inclusion of such rights unless the same gives
rise (or would, but for the provisions of Condition 6(f) relating to the carry
forward of adjustments, give rise) to an adjustment to the Conversion Price and
that at no time shall there be in issue Ordinary Shares of differing nominal
values, save where such Ordinary Shares have the same economic rights;  (e)not
make any issue, grant or distribution or any other action taken if the effect
thereof would be that, on the exercise of Conversion Rights, Ordinary Shares
could not, under any applicable law then in effect, be legally issued as fully
paid;  (f)not
reduce its issued share capital, or any uncalled liability in respect thereof,
or any non-distributable reserves, except:  (i)pursuant
to the terms of issue of the relevant share capital; or  (ii)by
means of a purchase or redemption of share capital of the Issuer to the extent
permitted by applicable law; or  (iii)by
way of transfer to reserves as permitted under applicable law; or  (iv)where
the reduction is permitted by applicable law and the Trustee is advised by an
Independent Financial Adviser, acting as expert, that the interests of the
Bondholders will not be materially prejudiced by such reduction; or  (v)where
the reduction is permitted by applicable law and results in (or would, but for
the provisions of Condition 6(f) relating to the carry forward of adjustments,
result in) an adjustment to the Conversion Price,  provided
that, without prejudice to the other provisions of these Conditions, the Issuer
may exercise such rights as it may from time to time enjoy pursuant to
applicable law to purchase its Ordinary Shares  82


and
any depositary or other receipts or certificates representing Ordinary Shares
without the consent of Bondholders;  (g)if
any offer is made to all (or as nearly as may be practicable all) Shareholders
(or all (or as nearly as may be practicable all) Shareholders other than the
offeror and/or any associate or affiliate of the offeror) to acquire the whole
or any part of the issued ordinary share capital of the Issuer, or if any
person proposes a scheme with regard to such acquisition, give notice of such
offer or scheme to the Bondholders at the same time as any notice thereof is
sent to the Issuers Shareholders (or as soon as practicable thereafter) that
details concerning such offer or scheme may be obtained from the specified
offices of the Paying, Transfer and Conversion Agents and, where such an offer
or scheme has been recommended by the Board of Directors of the Issuer, or
where such an offer has become or been declared unconditional in all respects,
use all reasonable endeavours to procure that a like offer or scheme is
extended to the holders of any Ordinary Shares issued during the period of the
offer or scheme arising out of the exercise of the Conversion Rights by the
Bondholders;  (h)use
all reasonable endeavours to ensure that the Ordinary Shares issued upon
exercise of Conversion Rights will be granted, as soon as is practicable,
official quotation by the Relevant Exchange and will be listed, quoted or dealt
in, as soon as is practicable, on any other stock exchange or securities market
on which the Ordinary Shares may then be listed or quoted or dealt in, and that
the SDRs issued upon exercise of Conversion Rights will be admitted to listing
on the Stockholm Stock Exchange;  (i)procure
that it shall not become domiciled or resident in or subject generally to the
taxing authority of any jurisdiction (other than Luxembourg) unless the Issuer
would not thereafter be required pursuant to then current laws and regulations
to withhold or deduct for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of such jurisdiction or any political subdivision thereof or therein
having power to tax in respect of any payment on or in respect of the Bonds;
and  (j)in
the event of a Newco Scheme, the Issuer shall take (or shall procure that there
is taken) all necessary action to ensure that (to the satisfaction of the
Trustee) immediately upon completion of the scheme of arrangement, at its
option, either (a) Newco is substituted under the Bonds and the Trust Deed as
principal debtor in place of the Issuer or Newco becomes a guarantor under the
Bonds and the Trust Deed and, in either case, that such other adjustments are
made to these Conditions and the Trust Deed to ensure that the Bonds may be
converted into or exchanged for ordinary shares and/or depositary receipts of Newco
mutatis mutandis in accordance with and
subject to these Conditions and the Trust Deed; or (b) such amendments are made
to these Conditions and the Trust Deed as are necessary, in the opinion of the
Trustee, to ensure that the Bonds may be converted into or exchanged for
ordinary shares and/or depositary receipts in Newco mutatis
mutandis in accordance with and subject to these Conditions and the
Trust Deed.  12Prescription  Claims
against the Issuer for payment in respect of the Bonds shall be prescribed and
become void unless made within 10 years (in the case of principal) or five
years (in the case of interest) from the appropriate Relevant Date in respect
of such payment and thereafter any principal, interest or other sums payable in
respect of such Bonds shall be forfeited and revert to the Issuer, as the case
may be.  Claims
in respect of any other amounts payable in respect of the Bonds shall become
void unless made within 10 years following the due date for payment thereof.  13Replacement
of Bonds  If any
Bond is lost, stolen, mutilated, defaced or destroyed, it may be replaced at
the specified office of the Paying, Transfer and Conversion Agent in Luxembourg
for the time being subject to all applicable laws and stock exchange
requirements, upon payment by the claimant of the expenses incurred in
connection with such replacement and on such terms as to evidence and indemnity
as the Issuer may require. Mutilated or defaced Bonds must be surrendered
before replacements will be issued.  83


14Meetings
of Bondholders, Modification and Waiver, Substitution  (a)Meetings
of Bondholders  The
Trust Deed contains provisions for convening meetings of Bondholders to
consider matters affecting their interests, including the sanctioning by
Extraordinary Resolution of a modification of any of these Conditions or any
provisions of the Trust Deed. Such a meeting may be convened by the Issuer or
the Trustee and shall be convened by the Issuer if requested in writing by
Bondholders holding not less than 10 per cent. in principal amount of the Bonds
for the time being outstanding. The quorum for any meeting convened to consider
an Extraordinary Resolution will be one or more persons holding or representing
a clear majority in principal amount of the Bonds for the time being
outstanding, or at any adjourned meeting one or more persons being or
representing Bondholders whatever the principal amount of the Bonds so held or
represented, unless the business of such meeting includes consideration of
proposals, inter alia, (i) to
modify the maturity of the Bonds or the dates on which interest is payable in
respect of the Bonds, (ii) to reduce or cancel the principal amount, or
interest on, the Bonds, (iii) to increase the Conversion Price other than in
accordance with these Conditions, (iv) to change the currency of any payment in
respect of the Bonds, (v) to modify or vary the Conversion Rights in respect of
the Bonds, or (vi) to modify the provisions concerning the quorum required at
any meeting of Bondholders or the majority required to pass an Extraordinary
Resolution, in which case the necessary quorum will be one or more persons
holding or representing not less than three-quarters, or at any adjourned
meeting not less than one-half, in principal amount of the Bonds for the time
being outstanding. Any Extraordinary Resolution duly passed shall be binding on
Bondholders (whether or not they were present at the meeting at which such
resolution was passed).  In
addition, a resolution in writing signed by or on behalf of the holder or
holders of not less than 90 per cent. of the aggregate principal amount of the
Bonds for the time being outstanding shall take effect as if it were an
Extraordinary Resolution. Such a resolution in writing may be contained in one
document or several documents in the same form, each signed by or on behalf of
one or more holders of the Bonds.  For the avoidance of doubt, the provisions of
Article 86 to 94-8 of the Luxembourg law of August 10, 1915 concerning
commercial companies, as amended, shall not apply in respect of the Bonds.  (b)Modification
and Waiver  The
Trustee may agree, without the consent of the Bondholders, to (i) any
modification of any of the provisions of the Trust Deed, any trust deed
supplemental to the Trust Deed, the Agency Agreement, any agreement
supplemental to the Agency Agreement, the Bonds or these Conditions which in
the Trustees opinion is of a formal, minor or technical nature or is made to
correct a manifest error or any mistake or error which is proved to the Trustees
satisfaction to be such or to comply with mandatory provisions of law, and (ii)
any other modification to the Trust Deed, any trust deed supplemental to the
Trust Deed, the Agency Agreement, any agreement supplemental to the Agency
Agreement, the Bonds or these Conditions (except as mentioned in the Trust
Deed), and any waiver or authorisation of any breach or proposed breach, of any
of the provisions of the Trust Deed, any trust deed supplemental to the Trust
Deed, the Agency Agreement, any agreement supplemental to the Agency Agreement,
the Bond or these Conditions which is, in the opinion of the Trustee, not
materially prejudicial to the interests of the Bondholders. The Trustee may,
without the consent of the Bondholders, determine any Event of Default or a
Potential Event of Default (as defined in the Trust Deed) should not be treated
as such, provided that in the opinion of the Trustee, the interests of
Bondholders will not be materially prejudiced thereby. Any such modification,
authorisation or waiver shall be binding on the Bondholders and, if the Trustee
so requires, such modification shall be notified to the Bondholders promptly in
accordance with Condition 17.  (c)Substitution  The
Trustee may, without the consent of the Bondholders, agree with the Issuer (i)
to the substitution in place of the Issuer (or of any previous substitute or
substitutes under this Condition) as the principal debtor under the Bonds and
the Trust Deed of any Subsidiary of the Issuer subject to (a) the Bonds being
unconditionally and irrevocably guaranteed by the Issuer, (b) the Bonds
continuing to be convertible or exchangeable into Ordinary Shares in the form
of Ordinary Shares and/or SDRs as provided in these Conditions mutatis mutandis as provided in these
Conditions, with such amendments as the Trustee shall consider appropriate or
(ii) to the substitution of Newco as provided in Condition 11(j), provided that in the case of (i)
or (ii), (x) the Trustee is satisfied that the interests of the Bondholders
will not be materially  84


prejudiced by the substitution, and (y) certain other
conditions set out in the Trust Deed are complied with. In the case of such a
substitution the Trustee may agree, without the consent of the Bondholders, to
a change of the law governing the Bonds and/or the Trust Deed provided that
such change would not in the opinion of the Trustee be materially prejudicial
to the interests of the Bondholders. Any such substitution shall be binding on
the Bondholders and shall be notified promptly to the Bondholders in accordance
with Condition 17.  For
the purposes of Luxembourg law and this Condition 14(c), it is agreed that by
subscribing to, acquiring or otherwise purchasing the Bonds, the Bondholders
are expressly deemed to have consented to any such substitution of the Issuer
by Newco pursuant to this Condition 14(c) and to any release of the Issuer from
its obligations in respect of the Bonds and the Trust Deed and are expressly
deemed to have accepted such substitution and the consequences thereof.  (d)Entitlement
of the Trustee  In
connection with the exercise of its functions (including but not limited to
those referred to in this Condition) the Trustee shall have regard to the
interests of the Bondholders as a class and, in particular but without
limitation, shall not have regard to the consequences of the exercise of its
trusts, powers or discretions for individual Bondholders resulting from their
being for any purpose domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory, and the Trustee shall
not be entitled to require, nor shall any Bondholder be entitled to claim, from
the Issuer or any other person any indemnification or payment in respect of any
tax consequence of any such exercise upon individual Bondholders.  15Enforcement  The
Trustee may at any time, at its discretion and without notice, take such
proceedings against the Issuer as it may think fit to enforce the provisions of
the Trust Deed and the Bonds, but it shall not be bound to take any such
proceedings or any other action in relation to the Trust Deed or the Bonds
unless (i) it shall have been so directed by an Extraordinary Resolution of the
Bondholders or so requested in writing by the holders of at least one-quarter
in principal amount of the Bonds then outstanding, and (ii) it shall have been
indemnified to its satisfaction. No Bondholder shall be entitled to proceed
directly against the Issuer unless the Trustee, having become bound so to
proceed, fails so to do within a reasonable period and the failure shall be
continuing.  16The
Trustee  The
Trust Deed contains provisions for the indemnification of the Trustee and for
its relief from responsibility, including relieving it from taking proceedings
unless indemnified to its satisfaction. The Trustee is entitled to enter into
business transactions with the Issuer and any entity related to the Issuer
without accounting for any profit. The Trustee may rely without liability to
Bondholders on a report, confirmation or certificate of any accountants,
financial advisers or investment bank, whether or not addressed to it and
whether their liability in relation thereto is limited (by its terms or by any
engagement letter relating thereto entered into by the Trustee or in any other
manner) by reference to a monetary cap, methodology or otherwise. The Trustee
shall be obliged to accept and be entitled to rely on any such report, confirmation
or certificate where the Issuer procures delivery of the same pursuant to its
obligation to do so under a condition hereof and such report, confirmation or
certificate shall be binding on the Issuer, the Trustee and the Bondholders in
the absence of manifest error or any mistake or error which is proved to the
Trustees satisfaction to be such.  17Notices  Notices
to Bondholders shall be valid if published in a daily newspaper of general
circulation in London (which is expected to be the Financial Times)
and so long as the Bonds are listed on the Luxembourg Stock Exchange, and the
rules of the Luxembourg Stock Exchange so require, in a daily newspaper with
general circulation in Luxembourg (which is expected to be the Luxemburger Wort). If in the opinion of
the Trustee any such publication is not practicable, notice shall be validly
given if published in another leading daily English language newspaper with
general circulation in Europe. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once or on
different dates, on the first date on which publication is made, as provided
above.  85


18Further
Issues  The
Issuer may from time to time without the consent of the Bondholders create and
issue further notes, bonds or debentures either having the same terms and
conditions in all respects as the outstanding notes, bonds or debentures of any
series (including the Bonds) or in all respects except for the first payment of
interest on them and so that such further issue shall be consolidated and form
a single series with the outstanding notes, bonds or debentures of any series
(including the Bonds) or upon such terms as to interest, conversion, premium,
redemption and otherwise as the Issuer may determine at the time of their
issue. Any further notes, bonds or debentures forming a single series with the
outstanding notes, bonds or debentures of any series (including the Bonds)
constituted by the Trust Deed or any deed supplemental to it shall, and any
other notes, bonds or debentures may, with the consent of the Trustee, be
constituted by a deed supplemental to the Trust Deed. The Trust Deed contains
provisions for convening a single meeting of the Bondholders and the holders of
notes, bonds or debentures of other series in certain circumstances where the
Trustee so decides.  19Contracts
(Rights of Third Parties) Act 1999  No
person shall have any right to enforce any term or condition of the Bonds under
the Contracts (Rights of Third Parties) Act 1999.  20Governing
Law and Jurisdiction  (a)Governing
Law  The
Trust Deed, the Agency Agreement and the Bonds are governed by, and shall be
construed in accordance with, English law.  (b)Jurisdiction  The
courts of England are to have jurisdiction to settle any disputes which may
arise out of or in connection with the Trust Deed or the Bonds and accordingly
any legal action or proceedings arising out of or in connection with the Trust
Deed or the Bonds (Proceedings)
may be brought in such courts. The Issuer has in the Trust Deed irrevocably
submitted to the jurisdiction of such courts and has waived any objection to
Proceedings in such courts whether on the ground of venue or on the ground that
the Proceedings have been brought in an inconvenient forum. This submission is
made for the benefit of the Trustee and each of the Bondholders and shall not
limit the right of any of them to take Proceedings in any other court of
competent jurisdiction nor shall the taking of Proceedings in one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not).  (c)Agent
for Service of Process  The Issuer has irrevocably
appointed Metro International UK Limited at 3rd Floor, Interpark House, 7 Down
Street, London W1J 7AJ as its agent in England to receive service of process in
any Proceedings in England. Nothing herein or in the Trust Deed shall affect
the right to serve process in any other manner permitted by law.  86


SIGNED as a DEED byMILLICOM INTERNATIONAL CELLULAR S.A.
  in the presence of:MARC BEULS
  BRUNO NIEUWLANDSIGNED as a DEED byTHE BANK OF NEW YORK
  in the presence of:DANIEL WYNNE
  VICE PRESIDENTPAUL PEREIRA
  AVP  87


Table of Contents  Contents1
  Interpretation2
  Amount of the
  Bonds and Covenant to Pay3
  Form
  of Bonds4
  Tax5
  Further Issues6
  Application
  of Moneys received by the Trustee7
  Covenant to Comply
  with Provisions8
  Conversion9
  Covenants10
  Remuneration
  and Indemnification of the Trustee11
  Provisions Supplemental to
  The Trustee Act 1925 and the Trustee Act 200012
  Trustee liable for
  negligence13
  Waiver and Proof of
  Default14
  Trustee
  not precluded from entering into Contracts15
  Modification and
  Substitution16
  Appointment,
  Retirement and Removal of the Trustee17
  Currency Indemnity18
  Communications19
  Purchase or Redemption by the
  Issuer of its own Shares20
  Governing Law and
  Jurisdiction21
  Counterparts22
  Contracts
  (Rights of Third Parties) Act 1999Schedule
  1 Form of Definitive Original Bonds  i


Schedule
  2 Form of Original Global BondSchedule
  3 Provisions for meetings of BondholdersSchedule
  4 Terms and Conditions of the Bonds  ii