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                                                                     EXHIBIT 4.1



                      MILLICOM INTERNATIONAL CELLULAR S.A.

                                                                          Issuer

                                       TO

                              THE BANK OF NEW YORK

                                                                         Trustee

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

                                   Indenture

                            Dated as of May 8, 2003

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



                                  $562,219,000

                                11% SENIOR NOTES

                                    Due 2006






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<PAGE>

                      MILLICOM INTERNATIONAL CELLULAR S.A.

                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture Act
    Section                                               Indenture Section

ss. 310(a)(1)        ................................         6.09
       (a)(2)        ................................         6.09
       (a)(3)        ................................         Not Applicable
       (a)(4)        ................................         Not Applicable
       (a)(5)        ................................         6.09
       (b)           ................................         6.08
                                                              6.10
ss. 311(a)           ................................         6.13
       (b)           ................................         6.13
ss. 312(a)           ................................         7.01
                                                              7.02(a)
       (b)           ................................         7.02(b)
       (c)           ................................         7.02(c)
ss. 313(a)           ................................         7.03(a)
       (b)           ................................         7.03(a)
       (c)           ................................         7.03(a)
       (d)           ................................         7.03(b)
ss. 314(a)           ................................         7.04
       (a)(4)        ................................         1.01
                                                              10.04
       (b)           ................................         Not Applicable
       (c)(1)        ................................         1.02
       (c)(2)        ................................         1.02
       (c)(3)        ................................         Not Applicable
       (d)           ................................         Not Applicable
       (e)           ................................         1.02
ss. 315(a)           ................................         6.01
       (b)           ................................         6.02
       (c)           ................................         6.01
       (d)           ................................         6.01
       (e)           ................................         5.14
ss. 316(a)           ................................         1.01
       (a)(1)(A)     ................................         5.12
       (a)(1)(B)     ................................         5.02, 5.13

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Note:     This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Identure.

<PAGE>

       (a)(2)        ................................         Not Applicable
       (b)           ................................         5.08
       (c)           ................................         1.04(c)
ss. 317(a)(1)        ................................         5.03
       (a)(2)        ................................         5.04
       (b)           ................................         10.03
ss. 318(a)           ................................         1.07

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Note:     This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Identure.

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

Parties .......................................................................1
Recitals of the Company .......................................................1


                                  ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................1

     SECTION 1.01.     Definitions.............................................1
                       Acquired Debt...........................................2
                       Act.....................................................2
                       Additional Step-Up......................................2
                       Affiliate...............................................2
                       Agent Member............................................2
                       Amortization Payment....................................2
                       Amortization Payment Date...............................2
                       Applicable Procedures...................................2
                       Asset Disposition.......................................2
                       Authenticating Agent....................................3
                       Board of Directors......................................3
                       Board Resolution........................................3
                       Business Day............................................3
                       Capital Lease Obligation................................3
                       Capital Stock...........................................4
                       Cash Equivalents........................................4
                       Cellular Operating Income...............................4
                       Change of Control.......................................5
                       Commission..............................................5
                       Common Stock............................................5
                       Company.................................................5
                       Company Request or Company Order........................5
                       Consolidated Corporate and License Acquisition Expense..5
                       Consolidated Income Tax Expense.........................5
                       Consolidated Interest Expense...........................5
                       Consolidated Net Income.................................6
                       Corporate Trust Office..................................6
                       corporation.............................................6
                       Credit Facility.........................................6
                       Debt....................................................6
                       Debt Coverage Ratio.....................................7
                       Default Amount..........................................7

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Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.

<PAGE>

                       Defaulted Interest......................................7
                       Depository..............................................7
                       Event of Default........................................8
                       Exchange Act............................................8
                       Expiration Date.........................................8
                       Global Security.........................................8
                       Government Securities...................................8
                       Gradation...............................................8
                       Guarantee...............................................8
                       Holder..................................................8
                       Incur...................................................9
                       Indenture...............................................9
                       Interest Payment Date...................................9
                       Interest Rate, Currency or Commodity Price Agreement....9
                       Investment..............................................9
                       Investment Grade........................................9
                       Lien....................................................9
                       Maturity...............................................10
                       Minority Owned Affiliate...............................10
                       Moody's................................................10
                       Net Available Proceeds.................................10
                       Offer to Purchase......................................10
                       Officer's Certificate..................................12
                       Opinion of Counsel.....................................13
                       Other Securities.......................................13
                       Outstanding............................................13
                       Paying Agent...........................................13
                       Permitted Holder.......................................13
                       Permitted Interest Rate, Currency or
                       Commodity Price Agreement..............................14
                       Permitted Investments..................................14
                       Person.................................................15
                       Predecessor Security...................................15
                       Preferred Dividends....................................15
                       Preferred Stock........................................15
                       Pro Rata Portion.......................................15
                       Purchase Date..........................................16
                       Rating Agencies........................................16
                       Rating Category........................................16
                       Receivables............................................16
                       Receivables Sale.......................................16
                       Redeemable Stock.......................................16
                       Redemption Date........................................16
                       Redemption Price.......................................16

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Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.

<PAGE>

                       Registration Rights Agreement..........................17
                       Regular Record Date....................................17
                       Regulation S...........................................17
                       Regulation S Global Security...........................17
                       Regulation S Legend....................................17
                       Regulation S Securities................................17
                       Related Assets.........................................17
                       Related Business.......................................17
                       Related Person.........................................17
                       Resale Registration Statement..........................17
                       Responsible Officer....................................17
                       Restricted Affiliate...................................18
                       Restricted Global Security.............................18
                       Restricted Group.......................................18
                       Restricted Securities..................................18
                       Restricted Securities Certificate......................18
                       Restricted Securities Legend...........................18
                       Restricted Period......................................18
                       Restricted Subsidiary..................................18
                       S&P....................................................18
                       Securities Act.........................................18
                       Security Register and Security Registrar...............19
                       Senior Debt............................................19
                       Significant Restricted Group Member....................19
                       Special Interest.......................................19
                       Special Record Date....................................19
                       Stated Maturity........................................19
                       Step-Down Date.........................................19
                       Step-Up................................................20
                       Strategic Investor.....................................20
                       Subsidiary.............................................20
                       Successor Security.....................................20
                       Trustee................................................20
                       Trust Indenture Act....................................20
                       Unrestricted Affiliate.................................20
                       Unrestricted Subsidiary................................20
                       Vice President.........................................21
                       Voting Stock...........................................21
                       Weighted Average Life to Maturity......................21
                       Wholly Owned Restricted Subsidiary.....................21
                       13-1/2% Notes..........................................21
     SECTION 1.02.     Compliance Certificates and Opinions...................22
     SECTION 1.03.     Form of Documents Delivered to Trustee.................22

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Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.

<PAGE>

     SECTION 1.04.     Acts of Holders; Record Dates..........................23
     SECTION 1.05.     Notices, Etc., to Trustee and Company..................24
     SECTION 1.06.     Notice to Holders; Waiver..............................24
     SECTION 1.07.     Conflict with Trust Indenture Act......................24
     SECTION 1.08.     Effect of Headings and Table of Contents...............25
     SECTION 1.09.     Successors and Assigns.................................25
     SECTION 1.10.     Separability Clause....................................25
     SECTION 1.11.     Benefits of Indenture..................................25
     SECTION 1.12.     Governing Law..........................................25
     SECTION 1.13.     Submission to Jurisdiction.............................25
     SECTION 1.14.     Legal Holidays.........................................26

                                   ARTICLE TWO

SECURITY FORMS................................................................26

     SECTION 2.01.     Forms Generally; Initial Forms of Securities...........26
     SECTION 2.02.     Form of Face of Security...............................27
     SECTION 2.03.     Form of Reverse of Security............................31
     SECTION 2.04.     Form of Trustee's Certificate of Authentication........34

                                  ARTICLE THREE

THE SECURITIES................................................................34

     SECTION 3.01.     Title and Terms........................................34
     SECTION 3.02.     Denominations..........................................35
     SECTION 3.03.     Execution, Authentication, Delivery and Dating.........35
     SECTION 3.04.     Temporary Securities...................................36
     SECTION 3.05.     Global Securities......................................36
     SECTION 3.06.     Registration, Registration of Transfer Generally; Certa
                       Transfers and Exchanges................................37
     SECTION 3.07.     Mutilated, Destroyed, Lost and Stolen Securities.......42
     SECTION 3.08.     Payment of Interest; Interest Rights Preserved.........43
     SECTION 3.09.     Persons Deemed Owners..................................44
     SECTION 3.10.     Cancellation...........................................44
     SECTION 3.11.     Computation of Interest................................44
     SECTION 3.12.     CUSIP Numbers..........................................44

                                  ARTICLE FOUR

SATISFACTION AND DISCHARGE....................................................45

     SECTION 4.01.     Satisfaction and Discharge of Indenture................45

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Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.

<PAGE>

     SECTION 4.02.     Application of Trust Money.............................46

                                  ARTICLE FIVE

REMEDIES......................................................................46

     SECTION 5.01.     Events of Default......................................46
     SECTION 5.02.     Acceleration of Maturity; Rescission and Annulment.....48
     SECTION 5.03.     Collection of Indebtedness and Suits for Enforcement by
                       Trustee................................................49
     SECTION 5.04.     Trustee May File Proofs of Claim.......................50
     SECTION 5.05.     Trustee May Enforce Claims Without Possession of
                       Securities.............................................50
     SECTION 5.06.     Application of Money Collected.........................50
     SECTION 5.07.     Limitation on Suits....................................51
     SECTION 5.08.     Unconditional Right of Holders to Receive Principal,
                       Premium and Interest...................................51
     SECTION 5.09.     Restoration of Rights and Remedies.....................52
     SECTION 5.10.     Rights and Remedies Cumulative.........................52
     SECTION 5.11.     Delay or Omission Not Waiver...........................52
     SECTION 5.12.     Control by Holders.....................................52
     SECTION 5.13.     Waiver of Past Defaults................................52
     SECTION 5.14.     Undertaking for Costs..................................53
     SECTION 5.15.     Waiver of Stay or Extension Laws.......................53

                                   ARTICLE SIX

THE TRUSTEE...................................................................53

     SECTION 6.01.     Certain Duties and Responsibilities....................53
     SECTION 6.02.     Notice of Defaults.....................................54
     SECTION 6.03.     Certain Rights of Trustee..............................55
     SECTION 6.04.     Not Responsible for Recitals or Issuance of Securities.56
     SECTION 6.05.     May Hold Securities....................................56
     SECTION 6.06.     Money Held in Trust....................................57
     SECTION 6.07.     Compensation and Reimbursement.........................57
     SECTION 6.08.     Disqualification; Conflicting Interests................57
     SECTION 6.09.     Corporate Trustee Required; Eligibility................58
     SECTION 6.10.     Resignation and Removal; Appointment of Successor......58
     SECTION 6.11.     Acceptance of Appointment by Successor.................59
     SECTION 6.12.     Merger, Conversion, Consolidation or Succession to
                       Business...............................................59
     SECTION 6.13.     Preferential Collection of Claims Against Company......60
     SECTION 6.14.     Appointment of Authenticating Agent....................60

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Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.

<PAGE>


                                  ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............................61

     SECTION 7.01.     Company to Furnish Trustee Names and Addresses of
                       Holders................................................61
     SECTION 7.02.     Preservation of Information; Communications to Holders.62
     SECTION 7.03.     Reports by Trustee.....................................62
     SECTION 7.04.     Reports by Company.....................................62
     SECTION 7.05.     Officer's Certificate with Respect to Change in Interest
                       Rates..................................................63

                                  ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..........................63

     SECTION 8.01.     Company May Consolidate, Etc., Only on Certain Terms...63
     SECTION 8.02.     Successor Substituted..................................64

                                  ARTICLE NINE

SUPPLEMENTAL INDENTURES.......................................................64

     SECTION 9.01.     Supplemental Indentures Without Consent of Holders.....64
     SECTION 9.02.     Supplemental Indentures with Consent of Holders........65
     SECTION 9.03.     Execution of Supplemental Indentures...................66
     SECTION 9.04.     Effect of Supplemental Indentures......................66
     SECTION 9.05.     Conformity with Trust Indenture Act....................67
     SECTION 9.06.     Reference in Securities to Supplemental Indentures.....67

                                   ARTICLE TEN

COVENANTS.....................................................................67

     SECTION 10.01.    Payment of Principal (including Amortization Payments),
                       Premium and Interest...................................67
     SECTION 10.02.    Maintenance of Office or Agency........................67
     SECTION 10.03.    Money for Security Payments to Be Held in Trust........68
     SECTION 10.04.    Statement by Officers as to Default; Compliance
                       Certificates...........................................69
     SECTION 10.05.    Existence..............................................69
     SECTION 10.06.    Maintenance of Properties..............................69
     SECTION 10.07.    Payment of Taxes and Other Claims......................69
     SECTION 10.08.    Limitation on Debt.....................................70
     SECTION 10.09.    Limitation on Restricted Payments......................72
     SECTION 10.10.    Limitation on Dividend and Other Payment Restrictions
                       Affecting Subsidiaries.................................74

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Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.

<PAGE>

     SECTION 10.11.    [RESERVED].............................................76
     SECTION 10.12.    Limitation on Liens Securing Company Subordinated Debt.76
     SECTION 10.13.    Limitation on Guarantees of Company Subordinated Debt..76
     SECTION 10.14.    Limitation on Asset Dispositions.......................76
     SECTION 10.15.    Transactions with Affiliates and Related Persons.......78
     SECTION 10.16.    Change of Control......................................79
     SECTION 10.17.    Provision of Financial Information.....................80
     SECTION 10.18.    Limitation on Lines of Business........................80
     SECTION 10.19.    Payment of Additional Amounts..........................80
     SECTION 10.20.    Guarantee..............................................81
     SECTION 10.21.    Waiver of Certain Covenants............................81

                                 ARTICLE ELEVEN

REDEMPTION OF SECURITIES......................................................81

     SECTION 11.01.    Right of Redemption....................................81
     SECTION 11.02.    Applicability of Article...............................82
     SECTION 11.03.    Election to Redeem; Notice to Trustee..................82
     SECTION 11.04.    Selection by Trustee of Securities to Be Redeemed......82
     SECTION 11.05.    Notice of Redemption...................................82
     SECTION 11.06.    Deposit of Redemption Price and Amortization Payments..83
     SECTION 11.07.    Securities Payable on Redemption Date..................83
     SECTION 11.08.    Securities Redeemed in Part............................84

                                 ARTICLE TWELVE

AMORTIZATION PAYMENTS.........................................................84

     SECTION 12.01.    Amortization Payments..................................84

                                ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE............................................85

     SECTION 13.01.    Company's Option to Effect Defeasance or Covenant
                       Defeasance.............................................85
     SECTION 13.02.    Company's Option to Effect Defeasance or Covenant
                       Defeasance.............................................85
     SECTION 13.03.    Covenant Defeasance....................................85
     SECTION 13.04.    Conditions to Defeasance or Covenant Defeasance........86
     SECTION 13.05.    Deposited Money and U.S. Government Obligations to Be
                       Held in Trust; Other Miscellaneous Provisions..........87
     SECTION 13.06.    Reinstatement..........................................88


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Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.

<PAGE>

                  INDENTURE, dated as of May 8, 2003, between Millicom
International Cellular S.A., a corporation duly organized and existing under the
laws of the Grand Duchy of Luxembourg (herein called the "Company"), having its
principal office at 75 Route de Longwy, Box 23, L-8080 Bertrange, Luxembourg and
The Bank of New York, a New York banking corporation, as Trustee (herein called
the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its 11% Senior
Notes due 2006 (herein called the "Securities"), to be issued in one series as
herein set forth.

                  All things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms, have been
done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                  ARTICLE ONE

             Definitions and Other Provisions of General Application

SECTION 1.01.     Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1)       the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular;

(2)       all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

(3)       all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted International Financial
Reporting Standards and, except as otherwise herein expressly provided, the term
"International Financial Reporting Standards", with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of this Indenture; and

(4)       the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

                  "Acquired Debt" means Debt of any Person at the time it
becomes a Restricted Subsidiary of the Company, a Restricted Affiliate or a
Restricted Subsidiary of a Restricted Affiliate; provided that the Debt Coverage
Ratio of the Company and its Restricted Group, after giving pro forma effect to
the transaction or transactions by which such Person becomes a Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate, would be not more than such ratio of the Company and its
Restricted Group before giving effect to such transactions.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "Additional Step-Up" has the meaning set forth in the form of
the Security contained in Section 2.02.

                  "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.

                  "Agent Member" means any member of, or participant in, the
Depository.

                  "Amortization Payment" has the meaning set forth in Section
12.01.

                  "Amortization Payment Date" means each of June 1, 2004,
December 1, 2004, June 1, 2005 and December 1, 2005, respectively.

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depository for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

                  "Asset Disposition" means any transfer, conveyance, sale,
lease or other disposition by the Company, any Restricted Subsidiary of the
Company, 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 Company, 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 Company, Restricted
Affiliate or Restricted Subsidiary of a Restricted Affiliate ceases to be a
Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate, but excluding a disposition by a
Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate to the Company or a Restricted Subsidiary
which is an 80% or more owned Subsidiary of the Company, by the Company to a
Restricted Subsidiary of the Company which is an 80% or more owned Subsidiary of
the Company, 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 Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate, (ii) substantially all of the assets of the Company, any Restricted
Subsidiary of the Company, 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 Company, any Restricted Subsidiary of the Company,
any Restricted Affiliate or any Restricted Subsidiary of a Restricted Affiliate
outside of the ordinary course of business (other than Receivables Sales),
provided in each case that the aggregate consideration for such transfer,
conveyance, sale, lease or other disposition is equal to $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 or (y) any Permitted
Investment.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities.

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized 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 Company 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.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the Borough of
Manhattan, the City of New York, in London, England or in Luxembourg are
authorized or obligated by law or executive order to close.

                  "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 such
obligation shall be the capitalized 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 Securities, (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 bank or trust company which is organized under the
laws of the United States of America, any state thereof or any foreign country
recognized by the United States, and which bank or trust company has capital,
surplus and undivided profits aggregating in excess of $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
recognized statistical rating organization (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 organized 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
organized or conducting business; and (vi) up to $2 million in aggregate of
other Investments held by Restricted Subsidiaries of the Company, Restricted
Affiliates or Restricted Subsidiaries of Restricted Affiliates.

                  "Cellular Operating Income" for any period means the
Consolidated Net Income of the Company and its Restricted Group for such period
increased by the sum of (i) Consolidated Interest Expense of the Company and its
Restricted Group for such period, plus (ii) Consolidated Income Tax Expense of
the Company and its Restricted Group for such period, plus (iii) the
consolidated depreciation and amortization expense included in the income
statement of the Company and its Restricted Group for such period, plus (iv)
Consolidated Corporate and License Acquisition Expense of the Company and its
Restricted Group for such period; provided, however, that for purposes of any
determination pursuant to the provisions of Section 10.09(3)(a)(x), there shall
be excluded therefrom the Cellular Operating Income (if positive) of any
Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of such Restricted Affiliate (calculated separately for such Person
in the same manner as provided above for the Company and its Restricted Group)
that is subject to a restriction to the extent it would have prevented the
payment of dividends or the making of distributions to the Company or another
Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate to the extent of such restriction; provided
further that, in the event any of the Company, 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, Cellular 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.

                  "Change of Control" has the meaning set forth in Section
10.16.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

                  "Common Stock" of any Person means Capital Stock of such
Person that does not rank 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.

                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its President, Chairman of the
Board, any Vice Chairman of the Board, any Director, its President, its Chief
Executive Officer, its Chief Operating Officer, any Senior Vice President or the
Secretary of the Board of the Company, and delivered to the Trustee.

                  "Consolidated Corporate and License Acquisition Expense"
means, with respect to the Company, (i) costs of head office personnel salaries,
rent, and other head office expenses and (ii) costs (other than capitalized
costs) incurred in seeking new licenses.

                  "Consolidated Income Tax Expense" for any period means the
consolidated provision for income taxes of the Company 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 Company 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
amortization 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 Company 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 Company 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
Company 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 Company except to the extent of the amount of dividends or other
distributions actually paid to the Company or a member of its Restricted Group
by such Person during such period, (c) gains or losses on Asset Dispositions by
the Company or any member of its Restricted Group, (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.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office as of the date of the execution of this
Indenture is located at The Bank of New York, One Canada Square, London E14 5AL,
England, Attention: Corporate Trust Administration, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company.

                  "corporation" means a corporation, association, company,
limited liability company, joint-stock company or business trust.

                  "Credit Facility" means the equity swap facility dated as of
December 7, 2001, between The Toronto-Dominion Bank, London Branch and Millicom
Telecommunications S.A. including the ISDA Master Agreement, dated as of
December 7, 2001, the Schedule to the ISDA Master Agreement, dated as of
December 7, 2001, the Confirmation of an Equity Swap Transaction, dated December
7, 2001, the Amendment Confirmation of an Equity Swap Transaction, dated
December 12, 2001, the Side Letter to Amendment Confirmation, dated December 18,
2001, the Notice of the Initial Exchange Amount for the Amendment Confirmation
of an Equity Swap Transaction, dated December 12, 2001, the Notice of the
Initial Exchange Amount for the Amendment Confirmation of an Equity Swap
Transaction, dated December 17, 2001, the ISDA Credit Support Deed, dated
December 7, 2001, and the Side Letter regarding hedging and disposal of shares,
dated December 7, 2001, all of which are between The Toronto-Dominion Bank,
London Branch and Millicom Telecommunications S.A. and the Custody Agreement
between The Toronto-Dominion Bank, London Branch, Millicom Telecommunications
S.A. and Nordea Bank Sweden AB, dated December 7, 2001.

                  "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) every obligation of such Person for money
borrowed, (ii) 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, (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 Receivables Sales 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) every 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 Receivables Sale, shall be the amount of
the unrecovered capital or principal investment of the purchaser (other than the
Company or a Wholly Owned Restricted Subsidiary of the Company) 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.

                  "Debt Coverage Ratio", when used in connection with any
Incurrence (or deemed Incurrence) of Debt, means the ratio of (i) the
consolidated principal amount of Debt of the Company and its Restricted Group
outstanding as of the most recent available quarterly or annual balance sheet,
after giving pro forma effect to (a) the Incurrence of such Debt and any other
Debt Incurred since such balance sheet date, (b) the receipt and application of
the proceeds thereof and (c) (without duplication) the repayment, redemption or
repurchase of any other Debt since such balance sheet date, to (ii) four times
Cellular Operating Income for the full fiscal quarter next preceding the
Incurrence of such Debt for which consolidated financial statements are
available, determined on a pro forma basis as if any such Debt had been Incurred
and the proceeds thereof had been applied, or such other Debt had been repaid,
redeemed or repurchased, as applicable, at the beginning of such fiscal quarter.
In the case of any such Incurrence of Debt by a Restricted Subsidiary of the
Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate, the amount of Debt Incurred or repaid, redeemed or repurchased, as
applicable, for purposes of the foregoing computation, will be deemed to be the
greater of (i) the Company's Pro Rata Portion of such Debt and (ii) the amount
of any Guarantee of such Debt by the Company.

                  "Default Amount" means, in respect to any particular Security,
as of any particular date, the principal amount of such Security. "Defaulted
Interest" has the meaning set forth in Section 3.08.

                  "Depository" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities, The
Depository Trust Company ("DTC") for so long as it shall be a clearing agency
registered under the Exchange Act, or such successor as the Company shall
designate from time to time in an Officer's Certificate delivered to the
Trustee.

                  "Event of Default" has the meaning set forth in Section 5.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended (or any successor act) and the rules and regulations thereunder.

                  "Expiration Date" has the meaning set forth in the definition
of "Offer to Purchase" in this Section 1.01.

                  "Global Security" means a Security that evidences all or part
of the Securities and bears the legend set forth in the third paragraph of
Section 2.02 and includes, as the context may require, any or all of the
Regulation S Global Security and the Restricted Global Security.

                  "Government Securities" 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.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                  "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 this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "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 substituted for S&P or Moody's.

"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).

                  "Maturity", when used with respect to any Security, means the
date on which the principal of such Security 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.

                  "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, installment receivable or other receivable, but excluding
any 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 Company or any Restricted Subsidiary of the Company, 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 Company or any Restricted Subsidiary of the Company, 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 Company, 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 Company or any Restricted Subsidiary
of the Company, 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 Company or any Restricted Subsidiary of the Company,
Restricted Affiliate or Restricted Subsidiary 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 the Indenture and the Securities as a new Asset Disposition at the
time of such reduction with Net Available Proceeds equal to the amount of such
reduction.

                  "Offer to Purchase" means a written offer (the "Offer") sent
by the Company by first class mail, postage prepaid, to each Holder at his
address appearing in the Security Register on the date of the Offer offering to
purchase up to the principal amount of Securities specified in such Offer at the
purchase price specified in such Offer (as determined pursuant to the
Indenture). Unless otherwise required by applicable law, the Offer shall specify
an expiration date (the "Expiration Date") of the Offer to Purchase which shall
be, subject to any contrary requirements of applicable law, not less than 30
days or more than 60 days after the date of such Offer and a settlement date
(the "Purchase Date") for purchase of Securities within five Business Days after
the Expiration Date. The Company shall notify the Trustee at least 15 Business
Days (or such shorter period as is acceptable to the Trustee) prior to the
mailing of the Offer of the Company's obligation to make an Offer to Purchase,
and the Offer shall be mailed by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company. The Offer shall
contain information concerning the business of the Company which the Company in
good faith believes will enable such Holders to make an informed decision with
respect to the Offer to Purchase (which at a minimum will include (i) the most
recent annual and quarterly financial statements and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to this Indenture
(which requirements may be satisfied by delivery of such documents together with
the Offer), (ii) a description of material developments in the Company's
business subsequent to the date of the latest of such financial statements
referred to in clause (i) (including a description of the events requiring the
Company to make the Offer to Purchase), (iii) if applicable, appropriate pro
forma financial information concerning the Offer to Purchase and the events
requiring the Company to make the Offer to Purchase and (iv) any other
information required by applicable law to be included therein. The Offer shall
contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Offer to Purchase. The Offer shall also state:

                  (a)      the Section of this Indenture pursuant to which the
         Offer to Purchase is being made;

                  (b)      the Expiration Date and the Purchase Date;

                  (c)      the aggregate principal amount of the Outstanding
         Securities offered to be purchased by the Company pursuant to the Offer
         to Purchase (including, if less than 100%, the manner by which such has
         been determined pursuant to the Section hereof requiring the Offer to
         Purchase) (the "Purchase Amount");

                  (d)      the purchase price to be paid by the Company for each
         $1,000 aggregate principal amount of Securities accepted for payment
         (as specified pursuant to the Indenture) (the "Purchase Price");

                  (e)      that the Holder may tender all or any portion of the
         Securities registered in the name of such Holder and that any portion
         of a Security tendered must be tendered in an integral multiple of
         $1,000 principal amount;

                  (f)      the place or places where Securities are to be
         surrendered for tender pursuant to the Offer to Purchase;

                  (g)      that interest on any Security not tendered or
         tendered but not purchased by the Company pursuant to the Offer to
         Purchase will continue to accrue;

                  (h)      that on the Purchase Date the Purchase Price will
         become due and payable upon each Security being accepted for payment
         pursuant to the Offer to Purchase and that interest thereon shall cease
         to accrue on and after the Purchase Date;

                  (i)      that each Holder electing to tender a Security
         pursuant to the Offer to Purchase will be required to surrender such
         Security at the place or places specified in the Offer prior to the
         close of business on the Expiration Date (such Security being, if the
         Company or the Trustee so requires, duly endorsed by, or accompanied by
         a written instrument of transfer in form satisfactory to the Company
         and the Trustee duly executed by, the Holder thereof or his attorney
         duly authorized in writing);

                  (j)      that Holders will be entitled to withdraw all or any
         portion of Securities tendered if the Company (or their Paying Agent)
         receives, not later than the close of business on the Expiration Date,
         a telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of the Security the Holder
         tendered, the certificate number of the Security the Holder tendered
         and a statement that such Holder is withdrawing all or a portion of his
         tender;

                  (k)      that (a) if Securities in an aggregate principal
         amount less than or equal to the Purchase Amount are duly tendered and
         not withdrawn pursuant to the Offer to Purchase, the Company shall
         purchase all such Securities and (b) if Securities in an aggregate
         principal amount in excess of the Purchase Amount are tendered and not
         withdrawn pursuant to the Offer to Purchase, the Company shall purchase
         Securities having an aggregate principal amount equal to the Purchase
         Amount on a pro rata basis (with such adjustments as may be deemed
         appropriate so that only Securities in denominations of $1,000 or
         integral multiples thereof shall be purchased); and

                  (l)      that in the case of any Holder whose Security is
         purchased only in part, the Company shall execute, and the Trustee
         shall authenticate and deliver to the Holder of such Security without
         service charge, a new Security or Securities, of any authorized
         denomination as requested by such Holder, in an aggregate principal
         amount equal to and in exchange for the unpurchased portion of the
         Security so tendered.

Any Offer to Purchase shall be governed by and effected in accordance with the
Offer for such Offer to Purchase.

                  "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 Operating Officer, any Senior Vice
President, or the Secretary of the Board of the Company, and delivered to the
Trustee. An officer signing an Officer's Certificate given pursuant to Section
10.04 shall be the principal executive, financial or accounting officer of the
Company.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee.

                  "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i)      Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii)     Securities for whose payment or redemption money in
         the necessary amount has been theretofore deposited with the Trustee or
         any Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; provided that, if
         such Securities are to be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made; and

                  (iii)    Securities which have been paid pursuant to Section
         3.07 or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.

                  "Permitted Holder" means Industriforvaltnings 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 66 2/3% 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 Interest Rate, Currency or Commodity Price
Agreement" of any Person means any Interest Rate, Currency or Commodity Price
Agreement entered into with one or more financial institutions in the ordinary
course of business that is designed to protect such Person against fluctuations
in interest rates or currency exchange rates with respect to Debt Incurred and
which shall have a notional amount no greater than the payments due with respect
to the Debt being hedged thereby, or in the case of currency or commodity
protection agreements, against currency exchange rate or commodity price
fluctuations in the ordinary course of business relating to then existing
financial obligations or then existing or sold production and not for purposes
of speculation.

                  "Permitted Investments" means:

                  (1)      Investments in Cash Equivalents;

                  (2)      Investments by the Company or any Restricted
         Subsidiary of the Company in a Restricted Subsidiary of the Company
         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;

                  (3)      Investments by the Company or any Restricted
         Subsidiary of the Company in a Person, if as a result of such
         Investment (i) such Person becomes a Restricted Subsidiary of the
         Company 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 Company or a Restricted Subsidiary of the Company that is
         primarily engaged in a Related Business;

                  (4)      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;

                  (5)      Investments by the Company 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 Company's Pro Rata Portion of the aggregate cumulative
         direct and indirect investment in all members of the Company's
         Restricted Group since the date of the Indenture shall be in the form
         of debt of such members of the Company's Restricted Group, provided
         further that any such Investment shall cease to be a Permitted
         Investment pursuant to this clause (5) 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;

                  (6)      Investments acquired as consideration as permitted
         under Section 10.14; and

                  (7)      Other Investments in Persons primarily engaged in
         Related Businesses, in an aggregate cumulative amount not to exceed
         $50 million.

                  For purposes of the foregoing clause (7), only the Company's
Pro Rata Portion of any Investment will be counted in determining the amount of
Investments permitted to be made under such clause. In the event of any change
in the Company's Pro Rata Portion of any such Investment, such calculation shall
be recomputed as of the date of such change.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof or any other entity.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.07 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "Preferred Dividends" for any Person means for any period the
quotient determined by dividing the amount of dividends and distributions paid
or accrued (whether or not declared) on Preferred Stock of such Person during
such period calculated in accordance with International Financial Reporting
Standards, by one (1) minus the actual combined Federal, state, local and
foreign income tax rate of the Company on a consolidated basis (expressed as a
decimal).

                  "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 Company for
purposes of determining the amount of Net Available Proceeds from an Asset
Disposition required to be applied pursuant to Section 10.14 or for purposes of
determining the amount of an Investment that will be deemed to be outstanding or
the amount of Debt that will be deemed to be Incurred under a particular
covenant or definition, that portion of such Net Available Proceeds or
Investment or Debt as corresponds to the Company'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 or the Person which
Incurred the Debt, as applicable (which would be 100% in the case of any
Investments made or Debt Incurred by the Company directly). The Pro Rata Portion
of the Net Available Proceeds from an Asset Disposition shall be determined in
good faith by the Company's Board of Directors in connection with such Asset
Disposition. The Pro Rata Portion of an Investment or amount of Debt as of any
date shall be determined in good faith either by the Company's Board of
Directors or in accordance with procedures established as to such Investment or
Debt by the Company's Board of Directors.

                  "Purchase Date" has the meaning set forth in the definition of
"Offer to Purchase".

                  "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 Securities publicly
available, a nationally recognized U.S. rating agency or agencies, as the case
may be, selected by the Company, 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.

                  "Receivables" means receivables, chattel paper, instruments,
documents or intangibles evidencing or consisting of the right to payment of
money for goods sold or services rendered.

                  "Receivables Sale" of any Person means any sale of Receivables
of such Person (pursuant to a purchase facility or otherwise), other than in
connection with a disposition of the business operations of such Person relating
thereto or a disposition of defaulted Receivables for purpose of collection and
not as a financing arrangement.

                  "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 Securities.

                  "Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registration Rights Agreement ", means the Registration
Rights Agreement attached as Annex F to this Indenture, which is being made a
part hereof. Any Holder of Securities pursuant to this Indenture, by virtue of
holding such Securities, is deemed to have accepted and agreed and being made
subject to the terms and obligations and is entitled to the rights under the
Registration Rights Agreement as set forth therein.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the May 15 or November 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act (or
any successor provision), as it may be amended from time to time.

                  "Regulation S Global Securities" has the meaning specified in
Section 2.01. "Regulation S Legend" means a legend substantially in the form of
the legend required in the form of Security set forth in Section 2.02 to be
placed upon a Regulation S Global Security.

                  "Regulation S Securities" means all Securities required
pursuant to Section 3.06(c) to bear a Regulation S Legend. Such term includes
the Regulation S Global Security.

                  "Related Assets" means all assets, rights (contractual or
otherwise) and properties, whether tangible or intangible, used or intended for
use in connection with a Related Business.

                  "Related Business" means any business in which the Company,
its Subsidiaries or Minority Owned Affiliates are engaged, directly or
indirectly, that consist primarily of, or are related to, operating, acquiring,
developing and constructing any telecommunications services and related
businesses.

                  "Related Person" of any Person means any other Person directly
or indirectly owning (a) 5% or more of the outstanding Common Stock of such
Person (or, in the case of a Person that is not a corporation, 5% or more of the
equity interest in such Person) or (b) 5% or more of the combined voting power
of the Voting Stock of such Person.

                  "Resale Registration Statement" means a shelf registration
statement under the Securities Act filed by the Company, if required by, and
meeting the requirements of, the Registration Rights Agreement in respect of the
Company's securities covered thereby.

                  "Responsible Officer" means any Vice President, Assistant Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of
the Trustee assigned by the Trustee to administer this Indenture, or any other
officer customarily performing functions similar to those performed by any of
the above designated officers and also, with respect to a particular matter any
other officer to whom such matter is referred.

                  "Restricted Affiliate" means any direct or indirect Minority
Owned Affiliate of the Company or a Restricted Subsidiary of the Company that
has been designated in a Board Resolution as a Restricted Affiliate based on a
determination by the Board of Directors that (i) the Company 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 the Indenture that are applicable to
Restricted Affiliates or (ii) the Minority Owned Affiliate is a joint venture
with at least one or more Strategic Investors. The Company will be required to
deliver an Officer's Certificate to the Trustee, including a copy of the Board
Resolution, upon designating any Minority Owned Affiliate as a Restricted
Affiliate.

                  "Restricted Global Security" has the meaning specified in
Section 2.01.

                  "Restricted Group", when used in respect of the Company, means
the Company, the Restricted Subsidiaries and Restricted Affiliates of the
Company, and the Restricted Subsidiaries of such Restricted Affiliates, taken
together on a consolidated basis.

                  "Restricted Securities" means all Securities required pursuant
to Section 3.06(c) to bear a Restricted Securities Legend. Such term includes
the Regulation S Global Security and the Restricted Global Security.

                  "Restricted Securities Certificate" means a certificate
substantially in the form set forth in Annex B.

                  "Restricted Securities Legend" means a legend substantially in
the form of the legend required in the form of Security set forth in Section
2.02 to be placed upon a Restricted Security.

                  "Restricted Period" means the period of 41 consecutive days
beginning on and including the day on which Securities are first offered to
persons other than distributors (as defined in Regulation S) in reliance on
Regulation S.

                  "Restricted Subsidiary" means any Subsidiary other than an
Unrestricted Subsidiary.

                  "S&P" means Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc., a New York corporation and its successors.

                  "Securities Act" means the Securities Act of 1933 (or any
successor statute), as it may be amended from time to time.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.06.

                  "Senior Debt" means the principal of (and premium, if any) and
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding) on, or other
amount of, (i) Debt for money borrowed of the Company, and any other obligations
of the Company, contingent or otherwise, created pursuant to the Credit
Facility, (ii) Debt for money borrowed of the Company, whether incurred on or
prior to the date of the Indenture or thereafter incurred, other than the
Securities, (iii) Debt evidenced by bonds, debentures, notes or other similar
instruments, including Debt Incurred in connection with the acquisition of
property, assets or businesses, (iv) matured and unmatured reimbursement or
other obligations of the Company with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of the Company, (v)
obligations of the Company under interest rate swaps, caps, collars and similar
arrangements, (vi) Capital Lease Obligations of the Company, (vii) Guarantees by
the Company of Debt for money borrowed and (viii) amendments, renewals,
extensions, modifications, refinancings and refundings of any such Debt;
provided, however, the following shall not constitute Senior Debt: (A) any Debt
owed to a Person when such Person is a Subsidiary of the Company, (B) any Debt
which by the terms of the instrument creating or evidencing the same is pari
passu or subordinated in right of payment to the Securities (including the
13-1/2% Notes, if any), (C) any Debt Incurred in violation of the Indenture or
(D) any Debt which is subordinated in right of payment in any respect to any
other Debt of the Company.

                  "Significant Restricted Group Member" means any Restricted
Subsidiary of the Company, 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 17-1/2% or
more of Cellular Operating Income of the Company and its Restricted Group for
such period (determined on a consolidated basis in accordance with International
Financial Reporting Standards).

                  "Special Interest" has the meaning specified in the form of
the Securities set forth in Section 2.02.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.08.

                  "Stated Maturity", when used with respect to any Security or
any installment of interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
interest is due and payable.

                  "Step-Down Date" has the meaning set forth in the form of the
Security contained in Section 2.02.

                  "Step-Up" has the meaning set forth in the form of the
Security contained in Section 2.02.

                  "Strategic Investor" means a corporation, partnership or other
entity engaged in one or more telecommunications businesses that has, or is a
Subsidiary of a Person that has, an equity market capitalization in excess of
$2.0 billion or book equity in excess of $1.0 billion.

                  "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.

                  "Successor Security" of any particular Security means every
Security issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.07 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed or, if this
Indenture is qualified under such Act after the issuance of the Securities, as
in effect at the date of such qualification; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                  "Unrestricted Affiliate" means any Minority Owned Affiliate of
the Company which is not a Restricted Affiliate.

                  "Unrestricted Subsidiary" means (1) any Subsidiary of the
Company (other than Millicom International Operations, B.V.) or a Restricted
Affiliate designated as such by the Board of Directors as set forth below where
no default with respect to any Debt 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 Company 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 final scheduled maturity and (2) any Subsidiary of an Unrestricted
Subsidiary. The Board of Directors may designate any Subsidiary of the Company
or a Restricted Affiliate to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, any other Subsidiary of the Company 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 $100,000 or less or (y) immediately after giving
effect to such designation, the Company could Incur at least $1.00 of additional
Debt pursuant to the first paragraph under Section 10.08 and provided further,
that the Company could make a Restricted Payment in an amount equal to the
Company's Pro Rata Portion of the greater of the fair market value and book
value of such Subsidiary pursuant to Section 10.09 and such amount is thereafter
treated as a Restricted Payment for the purpose of calculating the aggregate
amount available for Restricted Payments thereunder. For the avoidance of doubt,
Millicom International Operations, B.V ., may not be designated an Unrestricted
Subsidiary for as long as the Securities remain Outstanding.

                  "Vice President", when used with respect to the Company, 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".

                  "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.

                  "Weighted Average Life to Maturity" means, when applied to any
Debt or Preferred Stock at any date, the number of years obtained by dividing
(a) the then outstanding principal amount of such Debt or liquidation preference
of such Preferred Stock, as the case may be, into (b) the total of the product
obtained by multiplying (x) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal or upon
mandatory redemption, including payment at final maturity, in respect thereof,
by (y) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment.

                  "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.

                  "13-1/2% Notes"" means the Company's 13-1/2% Senior
Subordinated Discount Notes Due 2005, as the same may be Outstanding from time
to time.

SECTION 1.02.     Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer's Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirement set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

         (1)      a statement that each individual signing such
    certificate or opinion has read such covenant or condition and the
    definitions herein relating thereto;

         (2)      a brief statement as to the nature and scope of the
    examination or investigation upon which the statements or opinions contained
    in such certificate or opinion are based;

         (3)      a statement that, in the opinion of each such
    individual, he has made such examination or investigation as is
    necessary to enable him to express an informed opinion as to whether or
    not such covenant or condition has been complied with; and

         (4)      a statement as to whether, in the opinion of each such
    individual, such condition or covenant has been complied with.

SECTION 1.03.     Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

SECTION 1.04.     Acts of Holders; Record Dates.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are received
by the Trustee and, where it is hereby expressly required, by the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee, and
the Company, if made in the manner provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         (c)      The Company may, by or pursuant to a Board Resolution, in the
circumstances permitted by the Trust Indenture Act, fix any day as the record
date for the purpose of determining the Holders entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders. If not set by the Company prior to the first solicitation of a
Holder made by any Person in respect of any such action, or, in the case of any
such vote, prior to such vote, the record date for any such action or vote shall
be the 30th day (or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 7.01) prior to such first
solicitation or vote, as the case may be. With regard to any record date, only
the Holders on such date (or their duly designated proxies) shall be entitled to
give or take, or vote on, the relevant action.

         (d)      The ownership of Securities shall be proved by the Security
Register.

         (e)      Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

SECTION 1.05.     Notices, Etc., to Trustee and Company.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

         (1)      the Trustee by any Holder or by the Company shall be
    sufficient for every purpose hereunder if made, given, furnished or filed in
    writing in the manner specified in this Indenture to or with the Trustee at
    its Corporate Trust Office; or

         (2)      the Company by the Trustee or by any Holder shall be
    sufficient for every purpose hereunder (unless otherwise herein expressly
    provided) if in writing and mailed, first-class postage prepaid, to the
    Company addressed to it at the address of its principal office specified in
    the first paragraph of this instrument or at any other address previously
    furnished in writing to the Trustee by the Company.

SECTION 1.06.     Notice to Holders; Waiver.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.07.     Conflict with Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be. Until such time as this Indenture shall be qualified under the Trust
Indenture Act, this Indenture, the Company and the Trustee shall be deemed for
all purposes hereof to be subject to and governed by the Trust Indenture Act to
the same extent as would be the case if this Indenture were so qualified on the
date hereof.

SECTION 1.08.     Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.09.     Successors and Assigns.

                  All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

SECTION 1.10.     Separability Clause.
                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 1.11.     Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

SECTION 1.12.     Governing Law.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 1.13.     Submission to Jurisdiction.

                  The Company irrevocably (i) agrees that any legal suit, action
or proceeding against the Company brought by any Holder or the Trustee arising
out of or based upon this Indenture may be instituted in any State or Federal
court in the Borough of Manhattan, The City of New York, (ii) waives, to the
fullest extent it may effectively do so, any objection which it may now or
hereafter have to the laying of venue of any such proceeding and (iii) submits
to the exclusive jurisdiction of such courts in any such suit, action or
proceeding. The Company has appointed CT Corporation, 111 Eighth Avenue, New
York, New York 10011 as its authorized agent (the "Authorized Agent") upon whom
process may be served in any such action arising out of or based on this
Indenture which may be instituted in any State or Federal court in the Borough
of Manhattan, The City of New York, expressly consents to the jurisdiction of
any such court in respect of any such action, and waives any other requirements
of or objections to personal jurisdiction with respect thereto. Such appointment
shall be irrevocable. The Company represents and warrants that the Authorized
Agent has agreed to act as such agent for service of process and agrees to take
any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Company shall be deemed, in every respect,
effective service of process upon the Company.

SECTION 1.14.     Legal Holidays.

                  In any case where any Interest Payment Date, Amortization
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Securities) payment of interest or principal (and premium, if any) need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date, Amortization
Payment Date, or Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Amortization Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                  ARTICLE TWO

                                 Security Forms

SECTION 2.01.     Forms Generally; Initial Forms of Securities.

                  The Securities and the Trustee's certificates of
authentication shall be in substantially the forms set forth in this Article or
in such other form as shall be established pursuant to a Board Resolution or in
one or more supplemental indentures, in each case, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the President, the
Chief Executive Officer, any Director or the Secretary of the Board of Directors
of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.03 for the authentication and delivery
of such Securities.

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the officers executing such Notes, as evidenced by their execution whether in
original or facsimile form, of such Securities.

                  Upon their original issuance, Initial Regulation S Securities
shall be issued in the form of one or more Global Securities registered in the
name of DTC, as Depository, or its nominee and deposited with the Trustee, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they may
direct), provided that upon such deposit all such Securities shall be credited
to or through accounts maintained at DTC by or on behalf of Euroclear or
Clearstream. Such Global Securities, together with their Successor Securities
which are Global Securities other than the Restricted Global Security, are
collectively herein called the "Regulation S Global Securities".

                  Upon their original issuance, Securities (other than
Regulation S Securities) shall be issued in the form of one or more Global
Securities registered in the name of DTC, as Depository, or its nominee and
deposited with the Trustee, as custodian for DTC, for credit by DTC to the
respective accounts of beneficial owners of the Securities represented thereby
(or such other accounts as they may direct). Such Global Securities, together
with their Successor Securities which are Global Securities, are collectively
herein called the "Restricted Global Security".

SECTION 2.02.     Form of Face of Security.

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE HOLDER THEREOF (1) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A)
ABOVE OR TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE (A) AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

                  [If the Security is a Regulation S Security, then insert --
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS
SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]

                  [If the Security is a Global Security, then insert -- THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

                  [If the Security is a Global Security and The Depository Trust
Company is to be the Depository therefor, then insert -- UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

CUSIP NO.

                      MILLICOM INTERNATIONAL CELLULAR S.A.

                            11% Senior Notes due 2006

No. ___________                                                 $_______________

                  Millicom International Cellular S.A., a corporation duly
organized and existing under the laws of the Grand-Duchy of Luxembourg (herein
called the "Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _____________, or registered assigns, the principal sum of ______________
(less any Amortization Payments previously paid in accordance with the
Indenture) on June 1, 2006, and to pay interest thereon, accruing in the first
instance from December 1, 2002 to June 1, 2003 (the first interest payment date)
and continuing to accrue thereafter and payable semi-annually on June 1 and
December 1 in each year, at the rate of 11% per annum, until the principal
hereof is paid or made available for payment, provided, however, that if (i) the
Company has not filed a shelf registration statement on Form F-3 under the
Securities Act of 1933, as amended (or, in the event that Form F-3 is
unavailable to the Company, a registration statement on such other SEC Form that
is available to the Company), (the "Resale Registration Statement") covering the
resale of this Security by the holder thereof (subject to the conditions and
qualifications set forth in the Registration Rights Agreement) and the Resale
Registration Statement has not become or been declared effective by December 4,
2003, or (ii) the Resale Registration Statement is filed and declared effective
but shall thereafter cease to be effective (except as specifically permitted
pursuant to the agreement referred to below) without being succeeded immediately
by an additional registration statement filed and declared effective, in each
case (i) and (ii) upon the terms and conditions set forth in the Registration
Rights Agreement (each such event referred to in Clauses (i) and (ii), a
"Registration Default"), provided, however, that no such Registration Default
shall have occurred (x) with respect to any Holder who has not provided the
Company with information for inclusion in the Resale Registration Statement or
(y) if the Company is not required to file a Resale Registration Statement
because less than 50% of the Holders have provided such information, in each
case (x) and (y) as is required by the Registration Rights Agreement,) then
additional interest will accrue (the "Step-Up") at a rate of 0.25% per annum,
determined daily, on the principal amount of the Securities, for the first
90-day period immediately following the occurrence of the Registration Default
until such time (the "Step-Down Date") as no Registration Default is in effect
and, provided, further, that for each additional 90-day period that the
Registration Default continues, the per annum rate of such Special Interest (as
defined below) shall increase (each such increase, an "Additional Step-Up") by
an additional 0.25% per annum up to a maximum aggregate amount of 1.00% per
annum rate of Special Interest (i.e. for the combined Step-Up and any Additional
Step-Up) until the Step-Down Date (after which the interest rate will be
restored to its initial rate). The Company shall provide the Trustee with
written notice of the date of any Registration Default and the Step-Down Date,
and, in connection with each Step-Up, an Officer's Certificate specifying the
principal Outstanding as of the date of such Step-Up. Interest accruing as a
result of the Step-Up or the Additional Step-Up is referred to herein as
"Special Interest." Special Interest, if any, shall be paid in cash
semi-annually in arrears on June 1 and December 1 in each year; and the amount
of accrued Special Interest shall be determined on the basis of the number of
days actually elapsed.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.


Dated:

                                     MILLICOM INTERNATIONAL CELLULAR S.A.


                                     By
                                          --------------------------------------
                                          Name:
                                          Title:

Attest:

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




                                     By
                                          --------------------------------------
                                          Name:
                                          Title:

Attest:

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


<PAGE>

SECTION 2.03.     Form of Reverse of Security.

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 11% Senior Notes due 2006 (herein called the
"Securities"), issued and to be issued under an Indenture, dated as of May 8,
2003 (herein called the "Indenture"), between the Company, and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

                  The Securities are subject to redemption upon not less than 30
nor more than 60 days' notice by mail, to each Holder of Securities to be
redeemed at such Holder's address appearing in the Security Register, in amounts
of $1,000 or an integral multiple of $1,000 at any time prior to maturity, as a
whole or in part, at the election of the Company, at a Redemption Price of
102.25% if such redemption occurs prior to June 1, 2004 and on June 1, 2004 and
thereafter at a Redemption Price equal to 100% of the principal amount, together
in the case of any such redemption with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.

                  The Securities have the benefit of any guarantee issued
specifically for the benefit of the Securities in accordance with the terms of
the Indenture (including the guarantee issued by Millicom International
Operations, B.V., dated May 7, 2003).

                  Subject to the terms and in accordance with this Indenture,
this Security is subject to mandatory redemption by way of its pro-rata share in
four semi-annual Amortization Payments of $17,500,000 each, on the total
principal amount of the Securities, payable on each Amortization Date,
commencing with the Amortization Payment scheduled to be paid on June 1, 2004.
As used in this Security and in the Indenture, the terms "Amortization Date"
means each of June 1, 2004, December 1, 2004, June 1, 2005 and December 1, 2005.

                  The Indenture provides that, subject to certain conditions, if
(i) a Change of Control occurs or (ii) certain Net Available Proceeds are
available to the Company as a result of any Asset Disposition, the Company shall
be required to make an Offer to Purchase for all or a specified portion of the
Securities.

                  In the event of redemption or purchase pursuant to an Offer to
Purchase of this Security in part only, a new Security or Securities of like
tenor for the unredeemed or unpurchased portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

                  If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Security, or (ii) certain restrictive
covenants and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.

                  Unless the context otherwise requires, the Securities (as
defined in the Indenture) shall constitute one series for all purposes under the
Indenture, including without limitation, amendments, waivers, redemptions and
Offers to Purchase.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (including
Amortization Payments and premium, if any) and interest (including Special
Interest) on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, the
City of New York duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

                  The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months; provided, however, that Special Interest
shall be computed on the basis of a 365- or 366-day year, as the case may be,
and the number of days actually elapsed.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  The Indenture and this Security shall be governed by and
construed in accordance with the laws of the State of New York.

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased in its
entirety by the Company pursuant to Section 10.14 or 10.16 of the Indenture,
check the box:

                                ______

                  If you want to elect to have only a part of this Security
purchased by the Company pursuant to Section 10.14 or 10.16 of the Indenture,
state the amount: $_______________

Dated:  ____________________        Your Signature:_____________________________
                                                   (Sign exactly as name appears
                                                    on the other side of this
                                                    Security)

Signature Guarantee:  __________________________________________________________

                      Notice: Signature(s) must be guaranteed by an "eligible
                      guarantor institution" meeting the requirements of the
                      Trustee, which requirements will include membership or
                      participation in STAMP or such other "signature guarantee
                      program" as may be determined by the Trustee in addition
                      to, or in substitution for STAMP, all in accordance with
                      the Securities Exchange Act of 1934, as amended.



<PAGE>




SECTION 2.04.     Form of Trustee's Certificate of Authentication.

         Dated:

  This is one of the Securities referred to in the within-mentioned Indenture.

                                                           THE BANK OF NEW YORK,
                                                                      as Trustee


                                           By:
                                           -------------------------------------
                                           Authorized Signatory


                                 ARTICLE THREE

                                 The Securities

SECTION 3.01.     Title and Terms.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

                  The Securities shall be known and designated as the "11%
Senior Notes due 2006" of the Company. Their Stated Maturity shall be June 1,
2006, and they shall bear interest at the rate of 11% per annum, accruing in the
first instance from December 1, 2002 to June 1, 2003 (the first Interest Payment
Date) and continuing to accrue thereafter and payable semi-annually on June 1
and December 1, until the principal thereof is paid or made available for
payment; provided, however, with respect to Securities, if there has been a
Registration Default, then additional interest will accrue (the "Step-Up") at a
rate of 0.25% per annum, determined daily, on the principal amount of the
Securities, for the first 90-day period immediately following the occurrence of
the Registration Default until such time (the "Step-Down Date") as no
Registration Default is in effect and, provided, further, that for each
additional 90-day period that the Registration Default continues, the per annum
rate of such Special Interest shall increase (each such increase, an "Additional
Step-Up") by an additional 0.25% per annum up to a maximum aggregate amount of
1.00% per annum rate of Special Interest (i.e., for the combined Step-Up and any
Additional Step-Up) until the Step-Down Date (after which the interest rate will
be restored to its initial rate). Accrued Special Interest, if any, shall be
paid in cash in arrears semi-annually on June 1 and December 1 in each year, the
amount of accrued Special Interest shall be determined on the basis of the
number of days actually elapsed and computed as provided in Section 3.11.

                  The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company in the
Borough of Manhattan, the City of New York maintained for such purpose and at
any other office or agency maintained by the Company for such purpose; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

                  The Securities shall be subject to repurchase by the Company
pursuant to an Offer to Purchase as provided in Sections 10.14 and 10.16.

                  The Securities shall be redeemable as provided in Article
Eleven (and Article Twelve, with respect to Amortization Payments).

                  The Securities shall be subject to Amortization Payments as
provided in Article Twelve.

                  The Securities shall be subject to defeasance at the option of
the Company as provided in Article Thirteen.

                  The Securities shall have the benefit of any guarantees issued
specifically for the benefit of these Securities in accordance with Section
10.20 (including the guarantee issued by Millicom International Operations,
B.V., dated May 8, 2003 attached to this Indenture as Annex E).

                  Unless the context otherwise requires, the Securities issued
hereunder shall constitute one series for all purposes under the Indenture,
including with respect to any amendment, waiver, acceleration or other Act of
Holders, redemption or Offer to Purchase.

SECTION 3.02.     Denominations.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 and any integral multiple
thereof.

SECTION 3.03.     Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
any two Directors of the Company. The signature of any of these officers on the
Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

                  In authenticating the Securities pursuant to this Section, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating, that such Securities have been duly and validly issued in accordance
with the terms of the Indenture, and are entitled to all the rights and benefits
set forth herein.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.

SECTION 3.04.     Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
10.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 3.05.     Global Securities.

         (a)      Each Global Security authenticated under this Indenture shall
be registered in the name of the Depository designated by the Company for such
Global Security or a nominee thereof and delivered to such Depository or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

         (b)      Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depository for such Global Security or a
nominee thereof unless (i) such Depository (A) has notified the Company that it
is unwilling or unable to continue as Depository for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
(ii) there shall have occurred and be continuing an Event of Default with
respect to such Global Security, (iii) the Company executes and delivers to the
Trustee a Company Order stating that all Global Securities shall be exchanged in
whole for Securities that are not Global Securities (in which case such exchange
shall be effected by the Trustee) or (iv) pursuant to the following sentence.
Subject to any other applicable provisions hereof, all or any portion of a
Global Security may be exchanged for a Security that has a like aggregate
principal amount and is not a Global Security, upon 20 days' prior request made
by the Depository or its authorized representative to the Trustee.

         (c)      If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the Depository
or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or cancelled in part, or if another Security is
to be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or cancelled, or equal to the principal amount of
such other Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depository or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to
Section 3.05(b) and as otherwise provided in this Article Three, authenticate
and deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depository or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depository or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

         (d)      Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Article Three, Section 9.06, 10.14 or
10.16 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depository for such Global Security or a nominee thereof.

         (e)      The Depository or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under the
Indenture and the Securities, and owners of beneficial interests in a Global
Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depository or its nominee or its Agent Members.

SECTION 3.06.     Registration, Registration of Transfer Generally; Certain
                  Transfers and Exchanges.

         (a)      Registration, Registration of Transfer and Exchange Generally.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
a register (the register maintained in such office and in any other office or
agency designated pursuant to Section 10.02 being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
and transfer of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

                  Upon surrender for registration of transfer or exchange of any
Security at an office or agency of the Company designated pursuant to Section
10.02 for such purpose, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denominations and of a
like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

                  Subject to Section 3.06(b), at the option of the Holder,
Securities may be exchanged for other Securities of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

                  All Securities issued upon any registration of transfer of or
exchange for Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 9.06 or 11.08 or in accordance with any
Offer to Purchase pursuant to Section 10.14 or 10.16 not involving any transfer.

                  The Company shall not be required (i) to issue or register the
transfer of any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.04 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

         (b)      Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers or exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.06(b) shall be made only in accordance with this Section
3.06(b).

         (i)      Restricted Global Security to Regulation S Global Security.
    If the owner of a beneficial interest in the Restricted Global Security
    wishes at any time to transfer such interest to a Person who wishes to
    take delivery thereof in the form of a beneficial interest in the
    Regulation S Global Security, such transfer may be effected only in
    accordance with the provisions of this Clause (b)(i) and Clause (b)(vii)
    below and subject to the Applicable Procedures.  Upon receipt by the
    Trustee, as Security Registrar, of (A) an order given by the Depository or
    its authorized representative directing that a beneficial interest in the
    Regulation S Global Security in a specified principal amount be credited to
    a specified Agent Member's account and that a beneficial interest in the
    Restricted Global Security in an equal principal amount be debited from
    another specified Agent Member's account and (B) a Regulation S Certificate,
    satisfactory to the Trustee and duly executed by the owner of such
    beneficial interest in the Restricted Global Security or his attorney in
    fact duly authorized in writing, then the Trustee, as Security Registrar but
    subject to Clause (b)(vii) below, shall reduce the principal amount of
    the Restricted Global Security and increase the principal amount of the
    Regulation S Global Security by such specified principal amount as
    provided in Section 3.05(c).

         (ii)     Regulation S Global Security to Restricted Global Security.
    If the owner of a beneficial interest in the Regulation S Global Security
    wishes at any time to transfer such interest to a Person who wishes to take
    delivery thereof in the form of a beneficial interest in the Restricted
    Global Security, such transfer may be effected only in accordance with this
    Clause (b)(ii) and subject to the Applicable Procedures.  Upon receipt by
    the Trustee, as Security Registrar, of (A) an order given by the Depository
    or its authorized representative directing that a beneficial interest in the
    Restricted Global Security in a specified principal amount be credited to a
    specified Agent Member's account and that a beneficial interest in the
    Regulation S Global Security in an equal principal amount be debited from
    another specified Agent Member's account and (B) if such transfer is to
    occur during the Restricted Period, a Restricted Securities Certificate,
    satisfactory to the Trustee and duly executed by the owner of such
    beneficial interest in the Regulation S Global Security or his attorney in
    fact duly authorized in writing, then the Trustee, as Security Registrar,
    shall reduce the principal amount of the Regulation S Global Security and
    increase the principal amount of the Restricted Global Security by such
    specified principal amount as provided in Section 3.05(c).  If transfers
    under this Section 3.06(b)(ii) occur after the Restricted Period, no
    Restricted Securities Certificates will be required.

         (iii)    Restricted Non-Global Security to Restricted Global Security
    or Regulation S Global Security.  If the Holder of a Restricted Security
    (other than a Global Security) wishes at any time to transfer all or any
    portion of such Security to a Person who wishes to take delivery thereof in
    the form of a beneficial interest in the Restricted Global Security or the
    Regulation S Global Security, such transfer may be effected only in
    accordance with the provisions of this Clause (b)(iii) and Clause (b)(vii)
    below and subject to the Applicable Procedures.  Upon receipt by the
    Trustee, as Security Registrar, of (A) such Security as provided in Section
    3.06(a) and instructions satisfactory to the Trustee directing that a
    beneficial interest in the Restricted Global Security or Regulation S Global
    Security in a specified principal amount not greater than the principal
    amount of such Security be credited to a specified Agent Member's account
    and (B) a Restricted Securities Certificate, if the specified account is to
    be credited with a beneficial interest in the Restricted Global Security, or
    a Regulation S Certificate, if the specified account is to be credited with
    a beneficial interest in the Regulation S Global Security, in either case
    satisfactory to the Trustee and duly executed by such Holder or his attorney
    duly authorized in writing, then the Trustee, as Security Registrar but
    subject to Clause (b)(vii) below, shall cancel such Security (and issue a
    new Security in respect of any untransferred portion thereof) as provided in
    Section 3.06(a) and increase the principal amount of the Restricted Global
    Security or the Regulation S Global Security, as the case may be, by the
    specified principal amount as provided in Section 3.05(c).

         (iv)     Regulation S Non-Global Security to Restricted Global Security
    or Regulation S Global Security.  If the Holder of a Regulation S Security
    (other than a Regulation S Global Security) wishes at any time to transfer
    all or any portion of such Security (other than a Global Security) to a
    Person who wishes to take delivery thereof in the form of a beneficial
    interest in the Restricted Global Security or the Regulation S Global
    Security, such transfer may be effected only in accordance with this Clause
    (b)(iv) and Clause (b)(vii) below and subject to the Applicable Procedures.
    Upon receipt by the Trustee, as Security Registrar, of (A) such Security as
    provided in Section 3.06(a) and instructions satisfactory to the Trustee
    directing that a beneficial interest in the Restricted Global Security or
    Regulation S Global Security in a specified principal amount not greater
    than the principal amount of such Security be credited to a specified Agent
    Member's account and (B) if the transfer is to occur during the Restricted
    Period and the specified account is to be credited with a beneficial
    interest in the Restricted Global Security, a Restricted Securities
    Certificate satisfactory to the Trustee and duly executed by such Holder or
    his attorney duly authorized in writing, then the Trustee, as Security
    Registrar but subject to Clause (b)(vii) below, shall cancel such Security
    (and issue a new Security in respect of any untransferred portion thereof)
    as provided in Section 3.06(a) and increase the principal amount of the
    Restricted Global Security or the Regulation S Global Security, as the case
    may be, by the specified principal amount as provided in Section 3.05(c).

         (v)      Non-Global Security to Non-Global Security.  A Security that
    is not a Global Security may be transferred, in whole or in part, to a
    Person who takes delivery in the form of another Security that is not a
    Global Security as provided in Section 3.06(a), provided that, if the
    Security to be transferred in whole or in part is a Restricted Security, and
    the transfer is to occur during the Restricted Period, then the Trustee
    shall have received (A) a Restricted Securities Certificate, satisfactory
    to the Trustee and duly executed by the transferor Holder or his attorney
    duly authorized in writing, in which case the transferee Holder shall take
    delivery in the form of a Restricted Security, or (B) a Regulation S
    Certificate, satisfactory to the Trustee and duly executed by the transferor
    Holder or his attorney duly authorized in writing, in which case the
    transferee Holder shall take delivery in the form of a Regulation S Security
    (subject in each case to Section 3.06(c)).

         (vi)     Exchanges between Global Security and Non-Global Security. A
    beneficial interest in a Global Security may be exchanged for a Security
    that is not a Global Security as provided in Section 3.05, provided that, if
    such interest is a beneficial interest in the Restricted Global Security,
    then such interest shall be exchanged for a Restricted Security (subject in
    each case to Section 3.06(c)). A Security that is not a Global Security may
    be exchanged for a beneficial interest in a Global Security only if such
    exchange occurs in connection with a transfer effected in accordance with
    Clause (b)(iii) or (iv) above.

         (vii)    Regulation S Global Security to be Held Through Euroclear or
    Clearstream during Restricted Period.  The Company shall use its best
    efforts to cause the Depository to ensure that, until the expiration of the
    Restricted Period, beneficial interests in the Regulation S Global Security
    may be held only in or through accounts maintained at the Depository by
    Euroclear or Clearstream (or by Agent Members acting for the account
    thereof), and no person shall be entitled to effect any transfer or exchange
    that would result in any such interest being held otherwise than in or
    through such an account; provided that this Clause (b)(vii) shall not
    prohibit any transfer or exchange of such an interest in accordance with
    Clause (b)(ii) or (vi) above.

                  The Company shall notify the Trustee promptly of the
expiration of the Restricted Period. Such notification shall be in the form of
Annex D hereto.

         (c)      Securities Act Legends.  Securities shall bear a Restricted
Securities Legend and Regulation S Securities shall bear a Regulation S Legend,
subject to the following:

         (i)      subject to the following Clauses of this Section 3.06(c), a
    Security or any portion thereof which is exchanged, upon transfer or
    otherwise, for a Global Security or any portion thereof shall bear the
    Securities Act Legend borne by such Global Security while represented
    thereby;

         (ii)     subject to the following Clauses of this Section 3.06(c), a
    new Security which is not a Global Security and is issued in exchange for
    another Security (including a Global Security) or any portion thereof, upon
    transfer or otherwise, shall bear the Securities Act Legend borne by such
    other Security, provided that, if such new Security is required pursuant to
    Section 3.06(b)(v) or (vi) to be issued in the form of a Restricted
    Security, it shall bear a Restricted Securities Legend and, if such new
    Security is so required to be issued in the form of a Regulation S Security,
    it shall bear a Regulation S Legend;

         (iii)    after a date that is two years from issuance, a new Security
    which does not bear a Securities Act Legend may be issued in exchange for or
    in lieu of a Security or any portion thereof which bears such a legend if
    the Trustee has received an Unrestricted Securities Certificate,
    satisfactory to the Trustee and duly executed by the Holder of such legended
    Security or his attorney duly authorized in writing, and after such date and
    receipt of such certificate, the Trustee shall authenticate and deliver such
    a new Security in exchange for or in lieu of such other Security as provided
    in this Article Three;

         (iv)     a new Security which does not bear a Securities Act Legend
    (other than a Global Security) may be issued in exchange for or in lieu of a
    Security or any portion thereof which bears such a legend if, in the
    Company's judgment, placing such a legend upon such new Security is not
    necessary to ensure compliance with the registration requirements of the
    Securities Act, and the Trustee, at the direction of the Company, shall
    authenticate and deliver such a new Security as provided in this Article
    Three; and

         (v)      notwithstanding the foregoing provisions of this Section
    3.06(c), a Successor Security of a Security that does not bear a particular
    form of Securities Act Legend shall not bear such form of legend unless the
    Company has reasonable cause to believe that such Successor Security is a
    "restricted security" within the meaning of Rule 144, in which case the
    Trustee, at the direction of the Company, shall authenticate and deliver a
    new Security bearing a Restricted Securities Legend in exchange for such
    Successor Security as provided in this Article Three.

SECTION 3.07.     Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.08.     Payment of Interest; Interest Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

         (1)      The Company may elect to make payment of any Defaulted
    Interest to the Persons in whose names the Securities (or their respective
    Predecessor Securities) are registered at the close of business on a Special
    Record Date for the payment of such Defaulted Interest, which shall be fixed
    in the following manner. The Company shall notify the Trustee in writing of
    the amount of Defaulted Interest proposed to be paid on each Security and
    the date of the proposed payment, and at the same time the Company shall
    deposit with the Trustee an amount of money equal to the aggregate amount
    proposed to be paid in respect of such Defaulted Interest or shall make
    arrangements satisfactory to the Trustee for such deposit prior to the date
    of the proposed payment, such money when deposited to be held in trust for
    the benefit of the Persons entitled to such Defaulted Interest as in this
    Clause provided. Thereupon the Trustee shall fix a Special Record Date for
    the payment of such Defaulted Interest which shall be not more than 15 days
    and not less than 10 days prior to the date of the proposed payment and not
    less than 10 days after the receipt by the Trustee of the notice of the
    proposed payment. The Trustee shall promptly notify the Company of such
    Special Record Date and, in the name and at the expense of the Company,
    shall cause notice of the proposed payment of such Defaulted Interest and
    the Special Record Date therefor to be mailed, first-class postage prepaid,
    to each Holder at his address as it appears in the Security Register, not
    less than 10 days prior to such Special Record Date. Notice of the proposed
    payment of such Defaulted Interest and the Special Record Date therefor
    having been so mailed, such Defaulted Interest shall be paid to the Persons
    in whose names the Securities (or their respective Predecessor Securities)
    are registered at the close of business on such Special Record Date and
    shall no longer be payable pursuant to the following Clause (2).

         (2)      The Company may make payment of any Defaulted Interest in any
    other lawful manner not inconsistent with the requirements of any securities
    exchange on which the Securities may be listed, and upon such notice as may
    be required by such exchange, if, after notice given by the Company to the
   Trustee of the proposed payment pursuant to this Clause, such manner of
   payment shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.09.     Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 3.08) interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 3.10.     Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer, exchange or pursuant to any Offer to Purchase pursuant
to Section 10.14 or 10.16 shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of as directed by a Company Order; provided,
however, that the Trustee may, but shall not be required to destroy cancelled
Securities.

SECTION 3.11.     Computation of Interest.

                  Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months; provided, however, that Special Interest
on Securities shall be computed on the basis of a 365- or 366-day year, as the
case may be, and the number of days actually elapsed.

SECTION 3.12.     CUSIP Numbers.

                  The Company shall in issuing the Securities use CUSIP numbers,
and the Trustee shall use the applicable CUSIP number in notices of redemption
or exchange as a convenience to the Holders; provided, that any such notice may
state that no representation is made as to the accuracy or correctness of the
CUSIP number or numbers printed in the notice or on the certificates
representing the Securities and that reliance may be placed only on the other
identification numbers printed on the certificates representing the Securities.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 4.01.     Satisfaction and Discharge of Indenture.

                  This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

         (1)      either

                  (A)   all Securities theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 3.07 and
         (ii) Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 10.03) have been delivered to the Trustee for cancellation; or

                  (B)   all such Securities not theretofore delivered to the
         Trustee for cancellation

                        (i)      have become due and payable, or

                        (ii)     will become due and payable at their Stated
                  Maturity within one year, or

                        (iii)    are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company, and the Company, in the case of (i),
                  (ii) or (iii) above, has deposited or caused to be deposited
                  with the Trustee as trust funds in trust for the purpose an
                  amount sufficient to pay and discharge the entire indebtedness
                  on such Securities not theretofore delivered to the Trustee
                  for cancellation, for principal (including Amortization
                  Payments and premium, if any) and interest to the date of such
                  deposit (in the case of Securities which have become due and
                  payable) or to the Stated Maturity or Redemption Date, as the
                  case may be;

         (2)      the Company has paid or cause to be paid all other sums
    payable hereunder by the Company; and

         (3)      the Company has delivered to the Trustee an Officer's
    Certificate and an Opinion of Counsel, each stating that all conditions
    precedent herein provided for relating to the satisfaction and discharge of
    this Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture pursuant to this Article Four, the obligations of the Company to the
Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations
of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive.

SECTION 4.02.     Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal
(including Amortization Payments and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    Remedies

SECTION 5.01.     Events of Default.

                  "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

         (1)      default in the payment  of the principal of (including
    Amortization Payments and premium, if any, on) any Security on any
    Amortization Payment Date or at its Maturity; or

         (2)      default in the payment of any interest upon any Security
    (including Additional Amounts and Special Interest, if any) when it becomes
    due and payable, and continuance of such default for a period of 30 days; or

         (3)      default in the payment of principal and interest upon any
    Security required to be purchased pursuant to an Offer to Purchase pursuant
    to Section 10.14 or 10.16; or

         (4)      default in the performance, or breach, of Section 8.01; or

         (5)       default in the performance, or breach, of any covenant or
    warranty of the Company in this Indenture (other than a covenant or warranty
    a default in whose performance or whose breach is elsewhere in this Section
    specifically dealt with), and continuance of such default or breach for a
    period of 60 days after there has been given, by registered or certified
    mail, to the Company by the Trustee or to the Company and the Trustee by the
    Holders of at least 25% in aggregate principal amount of the Outstanding
    Securities a written notice specifying such default or breach and requiring
    it to be remedied and stating that such notice is a "Notice of Default"
    hereunder; or

         (6)      a default or defaults under any bond(s), debenture(s), note(s)
    or other evidence(s) of Debt by the Company 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 Company or any Significant Restricted Group Member
    with a principal amount then outstanding, individually or in the aggregate,
    in excess of $10 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; or

         (7)      a final judgment or final judgments (not subject to appeal)
    for the payment of money are entered against the Company or any Significant
    Restricted Group Member in an aggregate amount in excess of $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

         (8)      the entry by a court having jurisdiction in the premises of
    (A) a decree or order for relief in respect of the Company or any
    Significant Restricted Group Member in an involuntary case or proceeding
    under any applicable Federal, State or foreign bankruptcy, insolvency,
    reorganization or other similar law or (B) a decree or order adjudging the
    Company or any Significant Restricted Group Member a bankrupt or insolvent,
    or approving as properly filed a petition seeking reorganization,
    arrangement, adjustment or composition of or in respect of the Company or
    any Significant Restricted Group Member under any applicable Federal, State
    or foreign law, or appointing a custodian, receiver, liquidator, assignee,
    trustee, sequestrator or other similar official of the Company 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

         (9)      the commencement by the Company or any Significant Restricted
    Group Member of a voluntary case or proceeding under any applicable Federal,
    State or foreign bankruptcy, insolvency, reorganization or other similar law
    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 Company, or any Significant Restricted Group Member in an
    involuntary case or proceeding under any applicable Federal, State or
    foreign bankruptcy, insolvency, reorganization 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
    reorganization 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 Company, 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
    Company, or any Significant Restricted Group Member in furtherance of any
    such action.

SECTION 5.02.     Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 5.01(8) or (9) with respect to the Company) occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities may declare
the Default Amount of all the Securities to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration the Default Amount and any accrued interest, together
with all other amounts due under this Indenture, shall become immediately due
and payable. If an Event of Default specified in Section 5.01(8) or (9) occurs
with respect to the Company, then the Default Amount of, and any accrued
interest on, the Securities then Outstanding, together with all other amounts
due under this Indenture, shall ipso facto become immediately due and payable
without any declaration or other action on the part of the Trustee or any
Holder.

                  At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

         (1)      the Company has paid or deposited with the Trustee a sum
    sufficient to pay

                  (A)   all overdue interest on all Securities,

                  (B)   the principal of (and premium, if any, on) any
         Securities which have become due otherwise (including, but not limited
         to, any overdue Amortization Payments) than by such declaration of
         acceleration (including any Securities required to have been purchased
         on the Purchase Date pursuant to an Offer to Purchase made by the
         Company) and interest thereon at the rate borne by the Securities,

                  (C)   to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate borne by the Securities, and

                  (D)   all sums paid or advanced by the Trustee hereunder and
         the reasonable compensation, expenses, disbursements and advances of
         the Trustee, its agents and counsel;

    and

         (2)      all Events of Default, other than the non-payment of the
         principal of Securities which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 5.13.

                  No such rescission shall affect any subsequent default or
impair any right consequent thereon.

SECTION 5.03.     Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

                  The Company covenants that if

         (1)      default is made in the payment of any interest on any Security
    when such interest becomes due and payable and such default continues for a
    period of 30 days, or

         (2)      default is made in the payment of the principal of (or
    premium, if any, on) any Security at the Maturity thereof or at any
    Amortization Payment Date, or, with respect to any Security required to have
    been purchased pursuant to an Offer to Purchase made by the Company at the
    Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including Amortization Payments, (and premium, if any)
and interest, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal, including Amortization Payments,
(and premium, if any) and on any overdue interest, at the rate borne by the
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.04.     Trustee May File Proofs of Claim.

                  In case of any judicial proceeding relative to the Company,
Millicom International Operations B,V, as guarantor of the Securities (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 5.05.     Trustee May Enforce Claims Without Possession of Securities.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 5.06.     Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
including Amortization Payments, (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

                  FIRST:          To the payment of all amounts due the
         Trustee under Section 6.07; and

                  SECOND:         To the payment of the amounts then due and
         unpaid for principal, including Amortization Payments, of (and premium,
         if any) and interest on the Securities in respect of which or for the
         benefit of which such money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on such Securities for principal (and premium, if any) and
         interest, respectively.

SECTION 5.07.     Limitation on Suits.

                  No Holder of any Security shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

         (1)      such Holder has previously given written notice to the Trustee
    of a continuing Event of Default;

         (2)      the Holders of not less than 25% in principal amount of the
    Outstanding Securities shall have made written request to the Trustee to
    institute proceedings in respect of such Event of Default in its own name as
    Trustee hereunder;

         (3)      such Holder or Holders have offered to the Trustee reasonable
    indemnity against the costs, expenses and liabilities to be incurred in
    compliance with such request;

         (4)      the Trustee for 60 days after its receipt of such notice,
    request and offer of indemnity has failed to institute any such proceeding;
    and

         (5)      no direction inconsistent with such written request has been
    given to the Trustee during such 60-day period by the Holders of a majority
    in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION 5.08.     Unconditional Right of Holders to Receive Principal, Premium
                  and Interest.

                  Notwithstanding Section 5.07 or any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of, including
Amortization Payments, (and premium, if any) and (subject to Section 3.08)
interest on such Security on the respective Stated Maturities and Amortization
Payment Dates expressed in such Security (or, in the case of redemption, on the
Redemption Date or, in the case of an Offer to Purchase made by the Company, on
the Purchase Date) and to institute suit for the enforcement of any such payment
and such rights shall not be impaired without the consent of such Holder.

SECTION 5.09.     Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 5.10.     Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.07, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11.     Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

SECTION 5.12.     Control by Holders.

                  The Holders of a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that

         (1)      such direction shall not be in conflict with any rule of law
    or with this Indenture, and

         (2)      the Trustee may take any other action deemed proper by the
    Trustee which is not inconsistent with such direction.

SECTION 5.13.     Waiver of Past Defaults.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities may on behalf of the Holders of all the Securities
waive any past default hereunder and its consequences, except a default

         (1)      in the payment of the principal of, including Amortization
    Payments, (or premium, if any) or interest on any Security (including any
    Security which is required to have been purchased pursuant to an Offer to
    Purchase made by the Company), or

         (2)      in respect of a covenant or provision hereof which under
    Article Nine cannot be modified or amended without the consent of the Holder
    of each Outstanding Security affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 5.14.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

SECTION 5.15.     Waiver of Stay or Extension Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                   The Trustee

SECTION 6.01.     Certain Duties and Responsibilities.

         (a)      Except during the continuance of an Event of Default,

         (1)      the Trustee undertakes to perform such duties and only such
    duties as are specifically set forth in this Indenture, and no implied
    covenants or obligations shall be read into this Indenture against the
    Trustee; and

         (2)      in the absence of bad faith on its part, the Trustee may
    conclusively rely, as to the truth of the statements and the correctness of
    the opinions expressed therein, upon certificates or opinions furnished to
    the Trustee and conforming to the requirements of this Indenture; but in the
    case of any such certificates or opinions which by any provision hereof are
    specifically required to be furnished to the Trustee, the Trustee shall be
    under a duty to examine the same to determine whether or not they conform to
    the requirements of this Indenture (but need not confirm or investigate the
    accuracy of mathematical calculations or other facts stated therein).

         (b)      In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

         (c)      No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that

         (1)      this Subsection shall not be construed to limit the effect of
    Subsection (a) of this Section;

         (2)      the Trustee shall not be liable for any error of judgment made
    in good faith by a Responsible Officer, unless it shall be proved that the
    Trustee was negligent in ascertaining the pertinent facts; and

         (3)      the Trustee shall not be liable with respect to any action
    taken or omitted to be taken by it in good faith in accordance with the
    direction of the Holders of a majority in principal amount of the
    Outstanding Securities, relating to the time, method and place of conducting
    any proceeding for any remedy available to the Trustee, or exercising any
    trust or power conferred upon the Trustee, under this Indenture.

                  Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 6.02.     Notice of Defaults.

                  The Trustee shall give the Holders notice of any default
hereunder actually known by the Trustee as and to the extent provided by the
Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 5.01(5), no such notice to Holders shall be given
until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

SECTION 6.03.     Certain Rights of Trustee.

                  Subject to the provisions of Section 6.01:

         (a)      the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

         (b)      any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

         (c)      whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely conclusively upon an Officer's Certificate;

         (d)      the Trustee may consult with counsel of its selection and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

         (e)      the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

         (f)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;

         (g)      the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

         (h)      the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder;

         (i)      the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;

         (j)      in no event shall the Trustee be responsible or liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

         (k)      in no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations under this Indenture
arising out of or caused by, directly or indirectly, forces beyond its control,
including without limitation strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances; and

         (l)      the Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture.

SECTION 6.04.     Not Responsible for Recitals or Issuance of Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.

SECTION 6.05.     May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 6.06.     Money Held in Trust.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

SECTION 6.07.     Compensation and Reimbursement.

                  The Company agrees

         (1)      to pay to the Trustee from time to time such compensation as
    the Company and the Trustee shall from time to time agree for all services
    rendered by it hereunder (which compensation shall not be limited by any
    provision of law in regard to the compensation of a trustee of an express
    trust);

         (2)      except as otherwise expressly provided herein, to reimburse
    the Trustee upon its request for all reasonable expenses, disbursements and
    advances incurred or made by the Trustee in accordance with any provision of
    this Indenture (including the reasonable compensation and the expenses and
    disbursements of its agents and counsel), except any such expense,
    disbursement or advance as may be attributable to its negligence or bad
    faith; and

         (3)      to indemnify the Trustee and its officers and agents for, and
    to hold them harmless against, any loss, liability, damage, claims or
    expense incurred without negligence or bad faith on its part, arising out of
    or in connection with the acceptance or administration of this trust,
    including the costs and expenses of defending itself against any claim or
    liability in connection with the exercise or performance of any of its
    powers or duties hereunder.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(8) or Section
5.01(9), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture and the resignation or removal of the Trustee.

SECTION 6.08.     Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.09.     Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and its Corporate
Trust Office in The City of New York, New York. If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 6.10.     Resignation and Removal; Appointment of Successor.

         (a)      No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

         (b)      The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (c)      The Trustee may be removed at any time by Act of the Holders
of a majority in principal amount of the Outstanding Securities, delivered to
the Trustee and to the Company.

         (d)      If at any time:

         (1)      the Trustee shall fail to comply with Section 6.08 after
    written request therefor by the Company or by any Holder who has been a bona
    fide Holder of a Security for at least six months, or

         (2)      the Trustee shall cease to be eligible under Section 6.09 and
    shall fail to resign after written request therefor by the Company or by any
    such Holder, or

         (3)      the Trustee shall become incapable of acting or shall be
    adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
    property shall be appointed or any public officer shall take charge or
    control of the Trustee or of its property or affairs for the purpose of
    rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         (e)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (f)      The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 6.11.     Acceptance of Appointment by Successor.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company, or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 6.12.     Merger, Conversion, Consolidation or Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13.     Preferential Collection of Claims Against Company.

                  If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

SECTION 6.14.     Appointment of Authenticating Agent.

                  The Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of
transfer or partial redemption or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

                  If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

Dated:

   This is one of the Securities described in the within-mentioned Indenture.


                                  THE BANK OF NEW YORK,
                                    As Trustee

                                  By
                                    --------------------------------------------
                                       As Authenticating Agent
                                  By
                                    --------------------------------------------
                                       Authorized Signatory



                                 ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

SECTION 7.01.     Company to Furnish Trustee Names and Addresses of Holders.

                  The Company will furnish or cause to be furnished to the
Trustee

         (a)      semi-annually, not more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date, and

         (b)      at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 7.02.     Preservation of Information; Communications to Holders.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.01 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

         (b)      The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c)      Every Holder of Securities, by receiving and holding the same,
agrees with the Company, and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

SECTION 7.03.     Reports by Trustee.

         (a)      The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 3.13(a) of the Trust Indenture Act, the Trustee
shall, within 60 days after each May 15 following the date of this Indenture
deliver to Holders a brief report, dated as of such May 15, which complies with
the provisions of such Section 3.13(a).

         (b)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange.

SECTION 7.04.     Reports by Company.

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein,
including the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officer's Certificates).

SECTION 7.05.     Officer's Certificate with Respect to Change in Interest Rates

                  Within five days after any Step-Up or Additional Step-Up or
Step-Down Date, the Company shall deliver an Officer's Certificate to the
Trustee stating the interest rate thereupon in effect for the Outstanding
Securities (if any are Outstanding) and the date on which such rate became
effective.

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.01.     Company May Consolidate, Etc., Only on Certain Terms.

                  The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

                  (1)   in a transaction in which the Company does not survive
         or in which the Company sells, leases or otherwise disposes of all or
         substantially all of its assets, the successor entity to the Company
         (A) shall expressly assume, by a supplemental indenture executed and
         delivered to the Trustee in form satisfactory to the Trustee, all of
         the Company's obligations under the Indenture and (B) is organized
         under the laws of (x) Luxembourg or (y) the United States of America or
         any State thereof or the District of Columbia or (z) any other country
         if such successor entity undertakes, in such supplemental indenture, to
         pay such additional amounts in respect of principal (and premium, if
         any) and interest as may be necessary in order that the net amounts
         paid pursuant to the Securities after deduction or withholding of any
         present or future withholding taxes, levies, imports or charges
         whatsoever imposed by or for the account of such country or any
         political subdivision or taxing authority thereof or therein shall
         equal the respective amounts of principal (and premium, if any) and
         interest specified in the Securities;

                  (2)   immediately after giving effect to such transaction and
         treating any Debt which becomes an obligation of the Company or a
         Restricted Subsidiary of the Company, Restricted Affiliate or
         Restricted Subsidiary of a Restricted Affiliate as a result of such
         transaction as having been Incurred by the Company or such Restricted
         Subsidiary of the Company, Restricted Affiliate or Restricted
         Subsidiary of a Restricted Affiliate at the time of such transaction,
         no Event of Default, and no event that with the passing of time or the
         giving of notice or both would constitute an Event of Default, shall
         have occurred and be continuing; and

                  (3)   immediately after giving effect to such transaction, and
         treating any Debt which becomes an obligation of the Company or a
         Restricted Subsidiary of the Company, Restricted Affiliate or
         Restricted Subsidiary of a Restricted Affiliate as a result of such
         transaction as having been Incurred by the Company or such Restricted
         Subsidiary of the Company, Restricted Affiliate or Restricted
         Subsidiary of a Restricted Affiliate at the time of the transaction,
         the Company (including any successor entity to the Company) could Incur
         at least $1.00 of additional Debt pursuant to the provisions of the
         first paragraph of Section 10.08; provided, however, that this Clause
         (3) will not apply if, in the good faith determination of the Board of
         Directors of the Company, whose determination shall be evidenced by a
         Board Resolution, the principal purpose of such transaction is to
         change the jurisdiction of incorporation of the Company;

                  (4)   if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Company
         would become subject to a mortgage, pledge, lien, security interest or
         other encumbrance which would not be permitted by Section 10.12, the
         Company or such successor Person, as the case may be, shall take such
         steps as shall be necessary effectively to secure the Securities
         equally and ratably with (or prior to) all indebtedness secured
         thereby; and

                  (5)   the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 8.02.     Successor Substituted.

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 9.01.     Supplemental Indentures Without Consent of Holders.

                  Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                  (1)   to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities; or

                  (2)   to add to the covenants of the Company for the benefit
         of the Holders, or to surrender any right or power herein conferred
         upon the Company; or

                  (3)   to secure the Securities pursuant to the requirements of
         Section 10.12 or otherwise; or

                  (4)   to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to comply with any
         requirement of the Commission in order to effect qualification of this
         Indenture under the Trust Indenture Act in connection with the Resale
         Registration Statement or thereafter to maintain the qualification of
         this Indenture under the Trust Indenture Act; or

                  (5)   to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture which shall not be inconsistent
         with the provisions of this Indenture, provided that such action
         pursuant to this Clause (5) shall not adversely affect the interests of
         the Holders in any material respect; or

                  (6)   to modify, eliminate or add to Article Three and other
         provisions of this Indenture regarding registration, transfer and
         exchange of securities to such extent as may be necessary to issue
         additional Securities in order to comply with applicable law; or

                  (7)   to modify, eliminate or add to the provisions of this
         Indenture to permit or facilitate the issuance of Global Securities and
         matters related thereto, provided that such action pursuant to this
         Clause (7) shall not adversely affect the interests of the Holders in
         any material respect.

SECTION 9.02.     Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture
(including, without limitation, any modification to the provisions of this
Indenture with respect to any Offer to Purchase, provided such modifications are
effected prior to the mailing to any Holder of an Offer Document with respect to
such Offer to Purchase); provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

                  (1)   change the Stated Maturity of the principal of, or any
         installment of interest on, any  Security, or reduce the principal
         amount thereof (including the amount of any Amortization Payment) or
         the rate of interest thereon or any premium payable upon the redemption
         thereof, or change the place of payment where, or the coin or currency
         in which, any Security or any premium or interest thereon is payable,
         or impair the right to institute suit for the enforcement of any such
         payment on or after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date or Amortization Payment
         Date, as applicable, or, in the case of an Offer to Purchase which has
         been made, on or after the applicable Purchase Date), or

                  (2)   reduce the percentage in principal amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver (of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences)
         provided for in this Indenture, or

                  (3)   modify any of the provisions of this Section, Section
         5.13 or Section 10.19, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby, or

                  (4)   following the mailing to a Holder of an Offer Document
         with respect to an Offer to Purchase and until the Expiration Date of
         such Offer to Purchase, modify the provisions of this Indenture with
         respect to such Offer to Purchase in a manner adverse to such Holder.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.03.     Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 9.04.     Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

SECTION 9.05.     Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

SECTION 9.06.     Reference in Securities to Supplemental Indentures.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                  ARTICLE TEN

                                   Covenants

SECTION 10.01.    Payment of Principal (including Amortization Payments),
                  Premium and Interest.

                  The Company will duly and punctually pay the principal of,
including Amortization Payments, (and premium, if any) and interest (including
Special Interest, if any) on the Securities in accordance with the terms of the
Securities and this Indenture.

SECTION 10.02.    Maintenance of Office or Agency.

                  The Company will maintain in the Borough of Manhattan, the
City of New York an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange, where Securities may be surrendered for conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside the Borough of Manhattan, City of New
York) where the Securities may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
City of New York for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 10.03.    Money for Security Payments to Be Held in Trust.

                  If the Company shall at any time act as its own Paying Agent,
it will, on or before each due date of the principal of, including Amortization
Payments, (and premium, if any) or interest on any of the Securities, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal, including Amortization Payments, (and premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents, it
will, prior to each due date of the principal of, including Amortization
Payments, (and premium, if any) or interest on any Securities, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

                  The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (i) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (ii) during the continuance
of any default by the Company (or any other obligor upon the Securities) in the
making of any payment in respect of the Securities, upon the written request of
the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of,
including Amortization Payments, (and premium, if any) or interest on any
Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 10.04.    Statement by Officers as to Default; Compliance Certificates.

         (a)      The Company will deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company ending after the date of this
Indenture an Officer's Certificate, stating whether or not to the best knowledge
of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

         (b)      The Company shall deliver to the Trustee, as soon as possible
and in any event within 30 days after the Company becomes aware of the
occurrence of an Event of Default or an event which, with notice or the lapse of
time or both, would constitute an Event of Default, an Officer's Certificate
setting forth the details of such Event of Default or default, and the action
which the Company proposes to take with respect thereto.

SECTION 10.05.    Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 10.06.    Maintenance of Properties.

                  The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Restricted Subsidiary and not
disadvantageous in any material respect to the Holders.

                  The Company shall, and shall cause the Restricted Subsidiaries
of the Company to, keep at all times all of their properties which are of an
insurable nature insured against loss or damage with insurers believed by the
Company to be responsible to the extent that property of similar character is
usually so insured by corporations similarly situated and owning like properties
in accordance with good business practice.

SECTION 10.07.    Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Restricted Subsidiary; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 10.08.    Limitation on Debt.

                  The Company may not, and may not permit any Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate to Incur any Debt, unless the Debt Coverage Ratio for the
most recently completed fiscal quarter for which financial statements are
available would be less than 7.0 to 1.

                  Notwithstanding the foregoing limitation, the following Debt
may be Incurred:

                  (1)   Debt Incurred under the Credit Facility in an aggregate
         principal amount at any one time not to exceed $200 million, and any
         renewal, extension, refinancing, refunding, substitution or replacement
         thereof in an amount which, together with any amount remaining
         outstanding or committed under the Credit Facility or any successor
         agreement, does not exceed the amount outstanding or committed under
         the Credit Facility or such successor agreement immediately prior to
         such renewal, extension, refinancing, refunding, substitution or
         replacement;

                  (2)   the original issuance by the Company of the Debt
         evidenced by the Securities;

                  (3)   Debt (other than Debt described in another clause of
         Section 10.08) outstanding, committed or mandated on the date of the
         Indenture, including but not limited to the 13-1/2% Notes;

                  (4)   Debt owed by the Company to any Wholly Owned Restricted
         Subsidiary of the Company or Debt owed by a Restricted Subsidiary of
         the Company, Restricted Affiliate or Restricted Subsidiary of a
         Restricted Affiliate to the Company, a Restricted Subsidiary of the
         Company or a Restricted Affiliate or, in the case of Debt of a
         Restricted Subsidiary of a Restricted Affiliate, to another Restricted
         Subsidiary of such Restricted Affiliate; provided, however, that upon
         either (A) the transfer or other disposition by the Company or such
         Restricted Subsidiary, Restricted Affiliate or Restricted Subsidiary of
         a Restricted Affiliate of any Debt so permitted to a Person other than
         the Company or another Restricted Subsidiary of the Company or
         Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate
         or (B) such Restricted Subsidiary, Restricted Affiliate or Restricted
         Subsidiary of a Restricted Affiliate ceasing to be a Restricted
         Subsidiary of the Company, Restricted Affiliate or Restricted
         Subsidiary of a Restricted Affiliate, the provisions of this clause (4)
         shall no longer be applicable to such Debt and such Debt shall be
         deemed to have been Incurred at the time of such transfer or other
         disposition;

                  (5)   Guarantees by the Company of Debt of a Subsidiary or
         Minority Owned Affiliate of the Company; provided that the Company then
         holds cash or Cash Equivalents not subject to any pledge, security
         interest or other encumbrance in an aggregate amount equal to not less
         than 100% of the amount of all such Guarantees then outstanding;
         provided further, that if any such Guarantee relates to Debt incurred
         in reliance on one or more of clauses (1) through (4) above or clauses
         (6) through (10) below, the amount of such cash or Cash Equivalents
         held by the Company may be reduced by an amount equal to the amount of
         such Guaranteed Debt Incurred in reliance on such clause or clauses and
         provided further, that if at any time the aggregate amount of such
         Guarantees Incurred in reliance on this clause (5) exceeds the
         aggregate amount of such cash or Cash Equivalents so held by the
         Company (plus the amount of any reduction pursuant to the foregoing
         provision), the provisions of this clause (5) shall no longer be
         applicable to such Guarantees to the extent of such excess and an
         amount of such Guarantees equal to the amount of such excess shall be
         deemed to have been Incurred at the time such deficiency arose (this
         third proviso shall be applied successively whenever the amount of such
         cash and Cash Equivalents decreases);

                  (6)   Acquired Debt;

                  (7)   Debt consisting of Permitted Interest Rate, Currency or
         Commodity Price Agreements;

                  (8)   Debt of the Company, a Restricted Subsidiary of the
         Company, a Restricted Affiliate or a Restricted Subsidiary of a
         Restricted Affiliate which is exchanged for or the proceeds of which
         are used to refinance or refund, or any extension or renewal of,
         outstanding Debt of the same entity (each of the foregoing, a
         "refinancing") in an aggregate principal amount not to exceed the
         principal amount of the Debt so refinanced plus the amount of any
         premium required to be paid in connection with such refinancing
         pursuant to the terms of the Debt so refinanced or the amount of any
         premium reasonably determined by the issuer thereof as necessary to
         accomplish such refinancing by means of a tender offer or privately
         negotiated repurchase, plus the expenses of the issuer thereof incurred
         in connection with such refinancing; provided, however, that (A) Debt
         the proceeds of which are used to refinance the Securities or Debt
         which is pari passu with or subordinate in right of payment to the
         Securities shall only be permitted if (x) in the case of any
         refinancing of the Securities or Debt which is pari passu to the
         Securities, the refinancing Debt is Incurred by the Company and made
         pari passu to the Securities or subordinated to the Securities, and (y)
         in the case of any refinancing of Debt which is subordinated to the
         Securities, the refinancing Debt is Incurred by the Company and is so
         subordinated at least to the same extent; (B) the refinancing Debt by
         its terms, or by the terms of any agreement or instrument pursuant to
         which such Debt is issued, (x) has a Weighted Average Life to Maturity
         longer than the Weighted Average Life to Maturity of the Debt being
         refinanced and (y) does not permit redemption or other retirement
         (including pursuant to an offer to purchase) of such Debt at the option
         of the holder thereof prior to the earlier of the final stated maturity
         or time of comparable redemption or retirement with respect to the Debt
         being refinanced, other than a redemption or other retirement at the
         option of the holder of such Debt (including pursuant to an offer to
         purchase) which is conditioned upon provisions substantially similar to
         those described in Sections 10.14 and 10.16;

                  (9)   Debt in an aggregate amount not exceeding $200 million
         Incurred for the purpose of funding, and the net proceeds of which are
         applied to fund, capital expenditures of the Company or any of its
         Subsidiaries or Minority Owned Affiliates; and

                  (10)  Debt not otherwise permitted to be Incurred pursuant to
         clauses (1) through (9) above, which, together with any other
         outstanding Debt Incurred pursuant to this clause (10), has an
         aggregate principal amount not in excess of $75 million at any time
         outstanding.

                  For purposes of the foregoing clauses (1) through (10), in
case of any Incurrence of Debt by a Restricted Subsidiary of the Company,
Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate, the
amount of Debt Incurred by such entity will be deemed to be the Company's Pro
Rata Portion of such Debt.

SECTION 10.09.    Limitation on Restricted Payments.

                  The Company may not, and may not permit any Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate to, directly or indirectly, (i) declare or pay any dividend
or make any distribution in respect of the Capital Stock of the Company or to
the holders thereof, excluding any dividends or distributions by the Company
payable solely in shares of its Capital Stock (other than Redeemable Stock) or
in options, warrants or other rights to acquire its Capital Stock (other than
Redeemable Stock), (ii) purchase, redeem, or otherwise acquire or retire for
value (a) any Capital Stock of the Company or any Related Person of the Company
or (b) any options, warrants or other rights to acquire shares of Capital Stock
of the Company or any Related Person of the Company or any securities
convertible or exchangeable into shares of Capital Stock of the Company or any
Related Person of the Company, (iii) redeem, repurchase, defease or otherwise
acquire or retire for value prior to any scheduled maturity, repayment or
sinking fund payment Debt of the Company which is subordinate in right of
payment to the Securities, or (iv) make any Investment, other than Permitted
Investments (each of clauses (i) through (iv) being a "Restricted Payment") if:

                  (1)   an Event of Default, or an event that with the passing
         of time or the giving of notice, or both, would constitute an Event of
         Default, shall have occurred and is continuing or would result from
         such Restricted Payment, or

                  (2)   after giving pro forma effect to such Restricted Payment
         as if such Restricted Payment had been made at the beginning of the
         applicable fiscal-quarter period, the Company could not Incur at least
         $1.00 of additional Debt pursuant to the provisions of the first
         paragraph of Section 10.08, or

                  (3)   upon giving effect to such Restricted Payment, the
         aggregate of all Restricted Payments from the date of the Indenture
         (including for this purpose, in respect of any Investment, only the
         Company's Pro Rata Portion of such Investment), excluding those made
         pursuant to the further proviso below or pursuant to clause (ii) or
         (vi) of the next paragraph, exceeds the sum of:  (a) the difference of
         (x) 100% of  cumulative Cellular Operating Income from March 31, 1996,
         through the last day of the last full fiscal quarter ending immediately
         preceding the date of such Restricted Payment for which quarterly or
         annual financial statements are available minus (y) the product of 1.5
         times cumulative Consolidated Interest Expense from March 31, 1996,
         through the last day of the last full fiscal quarter immediately
         preceding such Restricted Payment for which quarterly or annual fiscal
         statements of the Company are available; plus (b) $10 million; plus (c)
         100% of the Company's Pro Rata Portion of the net reduction in
         Investments in any Unrestricted Subsidiary or Unrestricted Affiliate
         resulting from payments of interest on Debt, dividends, return of
         capital, repayments of loans or advances, or other transfers of assets,
         in each case to the Company or any Restricted Subsidiary of the
         Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
         Affiliate from such Unrestricted Subsidiary or Unrestricted Affiliate
         (except to the extent that any such payment is included in the
         calculation of Consolidated Net Income) or from redesignations of
         Unrestricted Subsidiaries as Restricted Subsidiaries; provided that the
         amount included in this clause (c) shall not exceed the Company's Pro
         Rata Portion of the amount of Investments previously made by the
         Company and its Restricted Subsidiaries, Restricted Affiliates and
         Restricted Subsidiaries of Restricted Affiliates in such Unrestricted
         Subsidiary or Unrestricted Affiliate;

provided, further, that the Company, any Unrestricted Subsidiary of the Company,
Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate may make
any Restricted Payment with the aggregate net proceeds received by the Company
after the date of original issuance of the Securities, including the fair market
value of property other than cash (as determined in good faith by the Board of
Directors as evidenced by a resolution of the Board of Directors filed with the
Trustee), from contributions of capital or the issuance and sale (other than to
a Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate) of Capital Stock (other than Redeemable
Stock) of the Company, options, warrants or other rights to acquire Capital
Stock (other than Redeemable Stock) of the Company and Debt of the Company that
has been converted into or exchanged for Capital Stock (other than Redeemable
Stock and other than by or from a Restricted Subsidiary of the Company,
Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate) of the
Company after the date of original issuance of the Securities; provided that any
such net proceeds received by the Company from an employee stock ownership plan
financed by loans from the Company or a Subsidiary of the Company shall be
included only to the extent such loans have been repaid with cash on or prior to
the date of determination. Prior to the making of any Restricted Payment, the
Company shall deliver to the Trustee an Officer's Certificate setting forth the
computations by which the determinations required by clauses (2) and (3) above
were made and stating that no Event of Default, or event that with the passing
of time or the giving of notice, or both, would constitute an Event of Default,
has occurred and is continuing or will result from such Restricted Payment.

                  Notwithstanding the foregoing, so long as no Event of Default,
or event that with the passing of time or the giving of notice, or both, would
constitute an Event of Default, shall have occurred and is continuing or would
result therefrom, (i) the Company may pay any dividend on Capital Stock of any
class within 60 days after the declaration thereof if, on the date when the
dividend was declared, the Company could have paid such dividend in accordance
with the foregoing provisions; (ii) the Company may refinance any Debt otherwise
as permitted by clause (8) of the second paragraph under Section 10.08 or solely
in exchange for or out of the net proceeds of the substantially concurrent sale
(other than from or to a Restricted Subsidiary, Restricted Affiliate or
Restricted Subsidiary of a Restricted Affiliate or from or to an employee stock
ownership plan financed by loans from the Company or a Restricted Subsidiary of
the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate) of shares of Capital Stock (other than Redeemable Stock) of the
Company, provided that the amount of net proceeds from such exchange or sale
shall be excluded from the calculation of the amount available for Restricted
Payments pursuant to the preceding paragraph; (iii) the Company may purchase,
redeem, acquire or retire any shares of Capital Stock of the Company solely in
exchange for or out of the net proceeds of the substantially concurrent sale
(other than from or to a Restricted Subsidiary, Restricted Affiliate or
Restricted Subsidiary of a Restricted Affiliate or from or to an employee stock
ownership plan financed by loans from the Company or a Restricted Subsidiary of
the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate) of shares of Capital Stock (other than Redeemable Stock) of the
Company; (iv) the Company may make loans to employees in connection with such
employees' exercise of options to purchase Capital Stock or otherwise in the
ordinary course of business; (v) the Company may purchase, redeem, acquire or
retire shares of its Capital Stock for aggregate consideration not to exceed $50
million and (vi) the Company may purchase or redeem any Debt from Net Available
Proceeds to the extent permitted under Section 10.14. Any payment made pursuant
to clause (i), (iii), (iv) or (v) of this paragraph shall be a Restricted
Payment for purposes of calculating aggregate Restricted Payments pursuant to
the preceding paragraph.

SECTION 10.10.    Limitation on Dividend and Other Payment Restrictions
                  Affecting Subsidiaries.

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any such Restricted Subsidiary of the Company, Restricted Affiliate
or Restricted Subsidiary of a Restricted Affiliate (i) to pay dividends (in cash
or otherwise) or make any other distributions in respect of its Capital Stock to
the Company or any other Restricted Subsidiary of the Company, Restricted
Affiliate or Restricted Subsidiary of a Restricted Affiliate or pay any Debt or
other obligation owed to the Company or any other such Restricted Subsidiary of
the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate; (ii) to make loans or advances to the Company or any other Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate; or (iii) to transfer any of its property or assets to the
Company or any other Restricted Subsidiary of the Company, Restricted Affiliate
or Restricted Subsidiary of a Restricted Affiliate.

                  Notwithstanding the foregoing, the Company may, and may permit
any Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate to, suffer to exist any such encumbrance or
restriction

         (a)      pursuant to any agreement in effect on the date of original
issuance of the Securities;

         (b)      pursuant to an agreement relating to any Debt Incurred by a
Person (other than a Restricted Subsidiary of the Company, Restricted Affiliate
or Restricted Subsidiary of a Restricted Affiliate existing on the date of
original issuance of the Securities or any Person carrying on any of the
businesses of any such Restricted Subsidiary of the Company, Restricted
Affiliate or Restricted Subsidiary of a Restricted Affiliate) prior to the date
on which such Person became such a Restricted Subsidiary of the Company,
Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate and
outstanding on such date and not Incurred in anticipation of becoming such a
Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person so acquired;

         (c)      pursuant to an agreement by which a Restricted Subsidiary,
Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate obtains
financing, provided that (x) such restriction is not materially more restrictive
than customary provisions in comparable financing agreements and (y) management
of the Company determines that at the time such agreement is entered into such
restriction will not materially impair the Company's ability to make payments on
the Securities, such determination to be confirmed not less frequently than once
a year by an Officer's Certificate delivered to the Trustee;

         (d)      pursuant to an agreement effecting a renewal, refunding or
extension of Debt Incurred pursuant to an agreement referred to in clause (a) or
(b) or (c) above, provided, however, that the provisions contained in such
renewal, refunding or extension agreement relating to such encumbrance or
restriction are no more restrictive in any material respect than the provisions
contained in the agreement the subject thereof, as determined in good faith by
management of the Company, such determination to be confirmed not less
frequently than once a year by an Officer's Certificate delivered to the
Trustee;

         (e)      in the case of clause (iii) above, restrictions contained in
any security agreement (including a capital lease) securing Debt of a Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate otherwise permitted under the Indenture, but only to the
extent such restrictions restrict the transfer of the property subject to such
security agreement;

         (f)      in the case of clause (iii) above, customary nonassignment
provisions entered into in the ordinary course of business consistent with past
practices in leases to the extent such provisions restrict the transfer or
subletting of any such lease;

         (g)      any restriction with respect to a Restricted Subsidiary of the
Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate
imposed pursuant to an agreement which has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Restricted Subsidiary or Restricted Affiliate, provided that consummation of
such transaction would not result in an Event of Default or an event that, with
the passing of time or the giving of notice or both, would constitute an Event
of Default, that such restriction terminates if such transaction is closed or
abandoned and that the closing or abandonment of such transaction occurs within
one year of the date such agreement was entered into; or

         (h)      such encumbrance or restriction is the result of applicable
law or regulation.

SECTION 10.11.    [RESERVED]

SECTION 10.12.    Limitation on Liens Securing Company Subordinated Debt.

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate to, Incur or suffer to exist any Lien on or with respect to
any property or assets now owned or hereafter acquired to secure any Debt of the
Company that is expressly by its terms subordinate or junior in right of payment
to any other Debt of the Company without making, or causing such Restricted
Subsidiary or Restricted Affiliate to make, effective provision for securing the
Securities (x) equally and ratably with such Debt as to such property or assets
for so long as such Debt will be so secured or (y) in the event such Debt is
subordinate in right of payment to the Securities, prior to such Debt as to such
property or assets for so long as such Debt will be so secured.

SECTION 10.13.    Limitation on Guarantees of Company Subordinated Debt.

                  The Company shall not permit any Restricted Subsidiary of the
Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate, directly or indirectly, to assume, Guarantee or in any other manner
become liable with respect to any Debt of the Company that is expressly by its
terms subordinate or junior in right of payment to any other Debt of the
Company.

SECTION 10.14.    Limitation on Asset Dispositions.

         (a)      The Company may not, and may not permit any Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate to, make any Asset Disposition in one or more related
transactions unless:

         (i)      the Company or such Restricted Subsidiary or Restricted
    Affiliate or Restricted Subsidiary of a Restricted Affiliate, as the case
    may be, receives consideration for such disposition at least equal to the
    fair market value for the assets sold or disposed of as determined by the
    Board of Directors in good faith and evidenced by a Board Resolution filed
    with the Trustee;

         (ii)     at least 75% of the consideration for such disposition
    consists of (a) cash or readily marketable cash equivalents or the
    assumption of Debt of the Company (other than Debt that is subordinated to
    the Securities) or of such Restricted Subsidiary of the Company or
    Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate
    relating to such assets and release from all liability on the Debt assumed
    or (b) Related Assets; and

         (iii)    the Company's Pro Rata Portion of the difference between all
    Net Available Proceeds, less any amounts invested within 360 days of such
    disposition in a Related Business or committed to such investment, are
    applied within 360 days of such disposition (1) first, to the permanent
    repayment or reduction of Senior Debt of the Company or Debt of a Restricted
    Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of
    a Restricted Affiliate, provided that except in the case of repayment or
    reduction of Senior Debt of the Company, only the Company's Pro Rata Portion
    of such Debt shall be deemed to have been repaid or reduced out of such
    funds remaining, (2) second, to the extent of the Company's Pro Rata Portion
    of any such funds remaining, to make an Offer to Purchase outstanding
    Securities at 100% of their principal amount plus accrued interest to the
    date of purchase and, to the extent required by the terms thereof, any other
    Debt of the Company that is pari passu with the Securities at a price no
    greater than 100% of the principal amount thereof plus accrued interest to
    the date of purchase, and (3) third, to the extent of any such funds
    remaining, to any other use as determined by the Company which is not
    otherwise prohibited by the Indenture.

                  Notwithstanding the foregoing, the Company will not be
required to purchase Securities pursuant to the requirements described in clause
(iii)(2) of the preceding paragraph if the Company's Pro Rata Portion of the
funds available for such use in respect of an Asset Disposition, together with
the Company's Pro Rata Portion of the funds available for such use in respect of
all prior Asset Dispositions, but which were not so used pursuant to the
provisions described in this paragraph, are less than $10 million.

         (b)      The Company will mail the Offer to Purchase required pursuant
to Section 10.14(a) not more than 360 days after consummation of the disposition
referred to in Section 10.14(a). The aggregate principal amount of the
Securities to be offered to be purchased pursuant to the Offer to Purchase shall
equal the Net Available Proceeds available therefor pursuant to clause (iii)(2)
of Section 10.14(a) (rounded down to the next lowest integral multiple of
$1,000). Each Holder shall be entitled to tender all or any portion of the
Securities owned by such Holder pursuant to the Offer to Purchase, subject to
the requirement that any portion of a Security tendered must be tendered in an
integral multiple of $1,000 principal amount.

                  The Company shall not be entitled to any credit against its
obligations under this Section 10.14 for the principal amount of any Securities
acquired or redeemed by the Company otherwise than pursuant to the Offer to
Purchase pursuant to this Section 10.14.

         (c)      Not later than the date of the Offer with respect to an Offer
to Purchase pursuant to this Section 10.14, the Company shall deliver to the
Trustee an Officer's Certificate as to (i) the Purchase Amount, (ii) the
allocation of the Net Available Proceeds from the Asset Disposition pursuant to
which such Offer is being made, and (iii) the compliance of such allocation with
the provisions of Section 10.14(a).

                  The Company and the Trustee shall perform their respective
obligations specified in the Offer to Purchase and in this Section 10.14. On or
prior to the Purchase Date, the Company shall (i) accept for payment (on a pro
rata basis, if necessary) Securities or portions thereof tendered pursuant to
the Offer, (ii) deposit with the Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
money sufficient to pay the purchase price of all Securities or portions thereof
so accepted and (iii) deliver or cause to be delivered to the Trustee all
Securities so accepted together with an Officer's Certificate stating the
Securities or portions thereof accepted for payment by the Company. The Paying
Agent (or the Company, if so acting) shall promptly mail or deliver to Holders
of Securities so accepted payment in an amount equal to the purchase price, and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security of like tenor equal in principal amount to any unpurchased portion
of the Security surrendered. Any Security not accepted for payment shall be
promptly mailed or delivered by the Company to the Holder thereof.

         (d)      Notwithstanding the foregoing, this Section 10.14 shall not
apply to any Asset Disposition which constitutes a transfer, conveyance, sale,
lease or other disposition of all or substantially all of the Company's
properties or assets within the meaning of Section 8.01 hereof.

SECTION 10.15.    Transactions with Affiliates and Related Persons.

                  The Company may not, and may not permit any Restricted
Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a
Restricted Affiliate to, enter into any transaction (or series of related
transactions) with an Affiliate or Related Person of the Company (other than the
Company or a Restricted Subsidiary of the Company which is an 80% or more owned
Subsidiary prior to such transaction), including any Investment, either directly
or indirectly, unless such transaction is on terms no less favorable to the
Company or such Restricted Subsidiary of the Company, Restricted Affiliate or
Restricted Subsidiary of a Restricted Affiliate than those that could be
obtained in a comparable arm's-length transaction with an entity that is not an
Affiliate or Related Person and is in the best interests of such Company or such
Restricted Subsidiary of the Company, Restricted Affiliate or Restricted
Subsidiary of a Restricted Affiliate. For any transaction that involves in
excess of $5 million, a majority of the disinterested members of the Board of
Directors shall determine that the transaction satisfies the above criteria and
shall evidence such a determination by a Board Resolution filed with the
Trustee.

                  The foregoing restriction shall not apply to (i) reasonable
and customary payments on behalf of directors, officers or employees of the
Company or any of its Restricted Subsidiaries, Restricted Affiliates or
Restricted Subsidiaries of Restricted Affiliates, or in reimbursement of
reasonable and customary payments or reasonable and customary expenditures made
or incurred by such Persons as directors, officers or employees, (ii) any
Restricted Payment permitted under Section 10.09 and any Permitted Investment;
provided, however, that any Investment (including any Permitted Investment) made
in reliance on this clause (ii) is in the best interests of the Company, and
(iii) any loan or advance by the Company or a Restricted Subsidiary of the
Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate
to employees of any of them in the ordinary course of business.

SECTION 10.16.    Change of Control.

         (a)      Within 60 days of the occurrence of a Change of Control
Triggering Event, the Company will be required to make an Offer to Purchase all
Outstanding Securities at a purchase price equal to 101% of their principal
amount plus accrued interest to the date of purchase.

         (b)      The Company and the Trustee shall perform their respective
obligations specified in the Offer to Purchase. Prior to the Purchase Date, the
Company shall (i) accept for payment Securities or portions thereof tendered
pursuant to the Offer, (ii) deposit with the Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) money sufficient to pay the purchase price of all Securities or
portions thereof so accepted and (iii) deliver or cause to be delivered to the
Trustee all Securities so accepted together with an Officer's Certificate
stating the Securities or portions thereof accepted for payment by the Company.
The Paying Agent shall promptly mail or deliver to Holders of Securities so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Security or
Securities equal in principal amount to any unpurchased portion of the Security
surrendered as requested by the Holder. Any Security not accepted for payment
shall be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Offer on or as soon as
practicable after the Purchase Date.

         (c)      A "Change of Control Triggering Event" will be deemed to have
occurred if a Change of Control has occurred and a Rating Decline occurs.

         (d)      A "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 Securities Exchange Act of 1934, 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 Securities
Exchange Act of 1934, or any successor provision thereto) at least 50% of the
aggregate voting power of all classes of Voting Stock of the Company; 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 Company such that such nominees, when added to any
existing director remaining on the Board of Directors of the Company 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 Company.

         (e)      A "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 Company 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 Securities
is under publicly announced consideration for possible downgrade by a Rating
Agency), the rating of the Securities is decreased by either Rating Agency by
one or more Gradations and the rating by both Rating Agencies on the Securities
following such downgrade is below Investment Grade.

SECTION 10.17.    Provision of Financial Information.

                  Whether or not the Company is required to be subject to
Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto,
the Company shall file with the Commission the annual reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13(a) or 15(d) or any successor provision thereto if
the Company were so required, such documents to be filed with the Commission on
or prior to the respective dates (the "Required Filing Dates") by which the
Company would have been required so to file such documents if the Company were
so required. The Company shall also in any event (a) within 15 days of each
Required Filing Date (i) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders, and
(ii) file with the Trustee, copies of the annual reports and other documents
which the Company files with the Commission pursuant to such Section 13(a) or
15(d) or any successor provision thereto or would have been required to file
with the Commission pursuant to such Section 13(a) or 15(d) or any successor
provisions thereto if the Company were required to be subject to such Sections
and (b) if filing such documents by the Company with the Commission is not
permitted under the Exchange Act, promptly upon written request supply copies of
such documents to any prospective Holder.

SECTION 10.18.    Limitation on Lines of Business.

                  The Company shall, and shall cause each Restricted Subsidiary
of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted
Affiliate to, directly or indirectly engage primarily in a Related Business.

SECTION 10.19.    Payment of Additional Amounts.

                  The Company agrees that, if any deduction or withholding of
any present or future withholding taxes, levies, imposts or charges whatsoever
imposed by or for the account of Luxembourg or any political subdivision or
taxing authority thereof or therein shall be required, the Company will (subject
to compliance by the holders of the Securities with any relevant administrative
requirements) pay such additional amount in respect of principal (and premium,
if any) and interest (the "Additional Amounts") as may be necessary in order
that the net amounts paid to such holders pursuant to the Securities after such
deduction or withholding shall equal the respective amounts of principal (and
premium, if any) and interest specified in the Securities; provided, however,
that the foregoing shall not apply to any such tax, levy, impost or charge which
would not be payable but for the fact that the holder of a Security is a
domiciliary, national or resident of, or engaging in business or maintaining a
permanent establishment or being physically present in, Luxembourg or such
political subdivision or otherwise having some connection with Luxembourg other
than the holding or ownership of such Security or the collection of principal of
(and premium, if any) and interest on such Security or the enforcement of such
Security.

SECTION 10.20.    Guarantee.

                  The Company shall cause Millicom International Operations,
B.V., a corporation incorporated under the laws of the Netherlands and its
wholly-owned subsidiary, to execute and deliver a guarantee pursuant to which
Millicom International Operations, B.V. shall guarantee full payment of the
Securities and other amounts under the Indenture on the terms and conditions set
forth in this Indenture and the guarantee agreement attached hereto as Exhibit
E.

SECTION 10.21.    Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 8.01 and 10.05 to 10.19,
inclusive, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect; provided, however, with respect to an Offer to
Purchase as to which an Offer has been mailed, no such waiver may be made or
shall be effective against any Holder tendering Securities pursuant to such
Offer, and the Company may not omit to comply with the terms of such Offer as to
such Holder.

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 11.01.    Right of Redemption.

         (a)      The Securities may be redeemed, as a whole or in part, at the
election of the Company, at any time prior to Maturity, upon not less than 30
nor more than 60 days' notice by mail from the Company to each Holder of
Securities to be redeemed (with a copy to the Trustee) at such Holder's address
appearing in the Security Register, in amounts of $1,000 or an integral multiple
of $1,000 at the applicable Redemption Price, together with accrued interest
(including Special Interest) to, but excluding, the Redemption Date (subject to
the right of Holders of record on the relevant Regular Record Date to receive
interest (including Special Interest) due on an Interest Payment Date that is on
or prior to the Redemption Date).

         (b)      The Securities further may be redeemed, as a whole, at the
election of the Company if, as the result of any change in or any amendment to
the laws of Luxembourg, or of any political subdivision or taxing authority
thereof or therein, affecting taxation, or any change in an application or
interpretation of such laws either generally or in relation to the Securities,
which change or amendment to such laws becomes effective on or after May 8,
2003, or which change in application or interpretation is notified to the
Company on or after such date, it is determined by the Company that the Company
would be required to pay any Additional Amounts pursuant to Section 10.19 of
this Indenture or the terms of any Security thereof in respect of interest on
the next succeeding Interest Payment Date pursuant to the terms of the
Securities at a Redemption Price equal to 100% of the principal amount thereof
plus accrued interest to the date fixed for redemption. Prior to any redemption
of such a series of Securities pursuant to this Section 11.01(b), the Company
shall provide the Trustee with an Opinion of Counsel that the conditions
precedent to the right of the Company to redeem such Securities pursuant to this
Section have occurred. Such Opinion of Counsel shall be based on the laws and
application and interpretation thereof in effect on the date of such opinion or
to become effective on or before the next succeeding Interest Payment Date.

SECTION 11.02.    Applicability of Article.

                  Redemption of Securities at the election of the Company, as
permitted by any provision of this Indenture, shall be made in accordance with
such provision and this Article.

SECTION 11.03.    Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities pursuant
to Section 11.01 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities to
be redeemed. In the case of any redemption at the election of the Company
pursuant to Section 11.01 prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with Section 11.01.

SECTION 11.04.    Selection by Trustee of Securities to Be Redeemed.

                  If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee by lot from the Outstanding
Securities not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $1,000 or any integral multiple thereof) of the
principal amount of Securities of a denomination larger than $1,000.

                  The Trustee shall promptly notify the Company and each
Security Registrar in writing of the Securities selected for redemption and, in
the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

SECTION 11.05.    Notice of Redemption.

                  Notice of redemption shall be given by the Company by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

                  All notices of redemption shall state:

                  (1)   the Redemption Date,

                  (2)   the Redemption Price,

                  (3)   whether the redemption is being made pursuant to Section
         11.01(a) or (b) or (c) and, if being made pursuant to Section 11.01(a)
         or (c), a brief statement setting forth the Company's right to effect
         such redemption and the Company's basis therefor,

                  (4)   if less than all the Outstanding Securities are to be
         redeemed, the identification (and, in the case of partial redemption of
         any Securities, the principal amounts) of the particular Securities to
         be redeemed,

                  (5)   that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and that
         interest thereon will cease to accrue on and after said date,

                  (6)   the place or places where such Securities are to be
         surrendered for payment of the Redemption Price,

                  (7)   that in the case that a Security is only redeemed in
         part, the Company shall execute and the Trustee shall authenticate and
         deliver to the Holder of such Security, without service charge, a new
         Security or Securities in an aggregate amount equal to the unredeemed
         portion of the Security,

                  (8)   the aggregate principal amount of Securities being
         redeemed, and

                  (9)   the CUSIP number or numbers of the Securities being
         redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 11.06.    Deposit of Redemption Price and Amortization Payments.

                  Prior to any Redemption Date and any Amortization Payment
Date, as applicable, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price (or Amortization Payment) of, and (except if the Redemption
Date or Amortization Payment Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 11.07.    Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.08.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Security.

                  The aforesaid provisions shall also be applicable to a
redemption made by way of Amortization Payment in accordance with Section 12.01.

SECTION 11.08.    Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 10.02 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                              Amortization Payments

SECTION 12.01.    Amortization Payments.

                  The Company will deposit, in accordance with Section 11.06,
prior to each Amortization Payment Date, commencing with June 1, 2004 and ending
December 1, 2005, an amount in cash equaling $17,500,000 for the principal
amount of Securities to be redeemed (each such $17,500,000 an "Amortization
Payment"). Each such Amortization Payment shall be applied to the redemption of
Securities on the successive applicable Amortization Payment Date as herein
provided. The Trustee shall, on or before the thirtieth day prior to such
Amortization Payment Date, select, in the manner provided in Section 11.4, the
Securities to be redeemed on the following Amortization Payment Date and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.5. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.7 and 11.8.

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

SECTION 13.01.    Company's Option to Effect Defeasance or Covenant Defeasance.

                  Subject to Section 13.04, the Company may at its option by
Board Resolution, at any time, elect to have either Section 13.02 or Section
13.03 applied to the Outstanding Securities upon compliance with conditions set
forth below in this Article Thirteen.

SECTION 13.02.    Company's Option to Effect Defeasance or Covenant Defeasance.

                  Upon the Company's exercise of the option provided in Section
13.01 applicable to this Section, the Company may be deemed to have been
discharged from its obligations (including the provisions of Article Twelve)
with respect to the Outstanding Securities on the date the conditions set forth
below are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Outstanding Securities and to have
satisfied all its other obligations under the Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Securities to receive, solely from
the trust fund described in Section 13.04 and as more fully set forth in such
Section, payments in respect of the principal of including (and Amortization
Payments premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to such Securities under
Sections 3.04, 3.05, 3.06, 3.07, 6.07, 10.02 and 10.03, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 13.02 notwithstanding the prior exercise
of its option under Section 13.03.

SECTION 13.03.    Covenant Defeasance.

                  Upon the Company's exercise of the option provided in Section
13.01 applicable to this Section, (i) the Company shall be released from its
obligations under Sections 10.05 through 10.19, inclusive, and Clauses (2), (3)
and (4) of Section 8.01, (ii) the occurrence of an event specified in Sections
5.01(3), 5.01(4) (with respect to Clauses (2), (3) or (4) of Section 8.01),
5.01(5) (with respect to any of Sections 10.05 through 10.19, inclusive),
5.01(6) and 5.01(7) shall not be deemed to be an Event of Default (hereinafter,
"covenant defeasance") and (iii) the provisions of Article Twelve hereof shall
cease to be effective on and after the date the conditions set forth below are
satisfied. For this purpose, such covenant defeasance means that the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, Clause or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section, Clause or Article or by reason of any reference in any such
Section, Clause or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 13.04.    Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of either
Section 13.02 or Section 13.03 to the then Outstanding Securities:

                  (1)   The Company shall irrevocably have deposited or caused
         to be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.09 who shall agree to comply with the
         provisions of this Article Thirteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities, (A) money in an amount, or (B) U.S.
         Government Obligations which through the scheduled payment of principal
         and interest in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination thereof, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge, the
         principal of (and premium, if any) and each installment of interest on
         the Securities on the Stated Maturity of such principal or installment
         of interest in accordance with the terms of this Indenture and of such
         Securities. For this purpose, "U.S. Government Obligations" means
         securities that are (x) direct obligations of the United States of
         America for the payment of which its full faith and credit is pledged
         or (y) obligations of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case, are not callable or redeemable at the option of the issuer
         thereof, and shall also include a depository receipt issued by a bank
         (as defined in Section 3(a)(2) of the Securities Act of 1933, as
         amended) as custodian with respect to any such U.S. Government
         Obligation or a specific payment of principal of or interest on any
         such U.S. Government Obligation held by such custodian for the account
         of the holder of such depository receipt, provided that (except as
         required by law) such custodian is not authorized to make any
         deduction from the amount payable to the holder of such depository
         receipt from any amount received by the custodian in respect of the
         U.S. Government Obligation or the specific payment of principal of or
         interest on the U.S. Government Obligation evidenced by such
         depository receipt.

                  (2)   In the case of an election under Section 13.02, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (x) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling, or (y) since the
         date of this Indenture there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that, the Holders of the Outstanding
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of such deposit, defeasance and discharge and will
         be subject to Federal income tax on the same amount, in the same manner
         and at the same times as would have been the case if such deposit,
         defeasance and discharge had not occurred.

                  (3)   In the case of an election under Section 13.03, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the Outstanding Securities will not
         recognize gain or loss for Federal income tax purposes as a result of
         such deposit and covenant defeasance and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would have been the case if such deposit and covenant defeasance had
         not occurred.

                  (4)   The Company shall have delivered to the Trustee an
         Officer's Certificate to the effect that the Securities, if then listed
         on any securities exchange, will not be delisted as a result of such
         deposit.

                  (5)   Such defeasance or covenant defeasance shall not cause
         the Trustee to have a conflicting interest as defined in Section 6.08
         and for purposes of the Trust Indenture Act with respect to any
         securities of the Company.

                  (6)   No Event of Default or event which with notice or lapse
         of time or both would become an Event of Default shall have occurred
         and be continuing on the date of such deposit or, insofar as
         subsections 5.01(8) and (9) are concerned with respect to the Company,
         at any time during the period ending on the 91st day after the date of
         such deposit (it being understood that this condition shall not be
         deemed satisfied until the expiration of such period).

                  (7)   Such defeasance or covenant defeasance shall not result
         in a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Company is a party or by which it
         is bound.

                  (8)   The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the defeasance
         under Section 13.02 or the covenant defeasance under Section 13.03 (as
         the case may be) have been complied with.

                  (9)   Such defeasance or covenant defeasance shall not result
         in the trust arising from such deposit constituting an investment
         company as defined in the Investment Company Act of 1940, as amended,
         or such trust shall be qualified under such act or exempt from
         regulation thereunder.

SECTION 13.05.    Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
10.03, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee --
collectively, for purposes of this Section 13.05 only, the "Trustee") pursuant
to Section 13.04 in respect of the Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law. Money so held in trust shall not be subject to the provisions of this
Article Thirteen.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 13.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities.

                  Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 13.04 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (at the Company's expense), are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance.

SECTION 13.06.    Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with Section 13.02 or 13.03 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Thirteen until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 13.02 or 13.03; provided, however, that if the Company makes any payment
of principal of (and premium, if any) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or the Paying Agent.

                          ____________________________

                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated:



                               MILLICOM INTERNATIONAL CELLULAR S.A.

                               By: /s
                                  ----------------------------------------------
                                   Name:
                                   Title:
Attest:

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

                               By:
                                  ----------------------------------------------
                                   Name:
                                   Title:
Attest:

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



<PAGE>


                  This is one of the Securities referred to in the
within-mentioned Indenture.

                                          THE BANK OF NEW YORK,
                                               as Trustee

                                          By:
                                             -----------------------------------
                                                     Authorized Signatory


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.


                                          MILLICOM INTERNATIONAL CELLULAR S.A.

                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:
Attest:

-----------------------------
By

                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:
Attest:

-----------------------------
By

                                          THE BANK OF NEW YORK
                                               As Trustee

                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:
Attest:

-----------------------------
By





<PAGE>


                                                        ANNEX A -- Form of
                                                        Regulation S Certificate


                            REGULATION S CERTIFICATE

      (For transfers pursuant toss. 3.06(b)(i) and (iii) of the Indenture)

The Bank of New York
101 Barclay Street, 21st Floor
New York, New York  10286


      Re: 11% Senior Notes due 2006 of Millicom International Cellular S.A.
          (the "Securities")

                  Reference is made to the Indenture, dated as
of___________________ (the "Indenture"), from Millicom International Cellular
S.A. (the "Company") to The Bank of New York, as Trustee. Terms used herein and
defined in the Indenture or in Regulation S or Rule 144 under the U.S.
Securities Act of 1933 (the "Securities Act") are used herein as so defined.

                  This certificate relates to U.S. $_____________ principal
amount of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                  CUSIP No(s).
                                ------------------------------------------------

                  CERTIFICATE No(s).
                                     -------------------------------------------

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depository or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

                  The Owner has requested that the Specified Securities be
transferred to a person (the "Transferee") who will take delivery in the form of
a Regulation S Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

         (1)      Rule 904 Transfers.  If the transfer is being effected in
accordance with Rule 904:

                  (A)   the Owner is not a distributor of the Securities, an
         affiliate of the Company or any such distributor or a person acting on
         behalf of any of the foregoing;

                  (B)   the offer of the Specified Securities was not made to a
         person in the United States or for the account or benefit of a U.S.
         Person;

                  (C)   either:

                        (i)     at the time the buy order was originated, the
                  Transferee was outside the United States or the Owner and any
                  person acting on its behalf reasonably believed that the
                  Transferee was outside the United States, or

                        (ii)    the transaction is being executed in, on or
                  through the facilities of the Eurobond market, as regulated by
                  the Association of International Bond Dealers, or another
                  designated offshore securities market and neither the Owner
                  nor any person acting on its behalf knows that the transaction
                  has been prearranged with a buyer in the United States;

                  (D)   no directed selling efforts have been made in the United
         States by or on behalf of the Owner or any affiliate thereof;

                  (E)   if the Owner is a dealer in securities or has received a
         selling concession, fee or other remuneration in respect of the
         Specified Securities, and the transfer is to occur during the
         Restricted Period, then the requirements of Rule 904(c)(1) have been
         satisfied; and

                  (F)   the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act.

         (2)      Rule 144 Transfers.  If the transfer is being effected
    pursuant to Rule 144:

                  (A)   the transfer is occurring after ____________________ and
         is being effected in accordance with the applicable amount, manner of
         sale and notice requirements of Rule 144; or

                  (B)   the transfer is occurring after _________________ and
         the Owner is not, and during the preceding three months has not been,
         an affiliate of the Company.


<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

Dated:
                                ------------------------------------------------
                                (Print the name of the Undersigned, as such term
                                is defined in the second paragraph of this
                                certificate.)



                                By:
                                   ---------------------------------------------
                                     Name:
                                     Title:
                                (If the Undersigned is a corporation,
                                partnership or fiduciary, the title of the
                                person signing on behalf of the Undersigned
                                must be stated.)


<PAGE>


                                                   ANNEX B -- Form of Restricted
                                                   Securities Certificate



                        RESTRICTED SECURITIES CERTIFICATE

                   (For transfers pursuant toss. 3.06(b) (ii),
                      (iii), (iv) and (v) of the Indenture)

The Bank of New York
101 Barclay Street, 21st Floor
New York, New York  10286


      Re: 11% Senior Notes due 2006 of Millicom International Cellular S.A.
          (the "Securities")

                  Reference is made to the Indenture, dated as of May 8, 2003
(the "Indenture"), from Millicom International Cellular S.A. (the "Company") to
The Bank of New York, as Trustee. Terms used herein and defined in the Indenture
or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

                  This certificate relates to U.S. $_______________ principal
amount of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                  CUSIP No(s).
                                ------------------------------------------------

                  CERTIFICATE No(s).
                                      ------------------------------------------

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depository or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

                  The Owner has requested that the Specified Securities be
transferred to a person (the "Transferee") who will take delivery in the form of
a Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as:



                  (1)   Rule 144A Transfers.  If the transfer is being effected
         in accordance with Rule 144A:

                        (A)     the Specified Securities are being transferred
                  to a person that the Owner and any person acting on its behalf
                  reasonably believe is a "qualified institutional buyer" within
                  the meaning of Rule 144A, acquiring for its own account or for
                  the account of a qualified institutional buyer; and

                        (B)     the Owner and any person acting on its behalf
                  have taken reasonable steps to ensure that the Transferee is
                  aware that the Owner may be relying on Rule 144A in connection
                  with the transfer; and

                  (2)   Rule 144 Transfers.  If the transfer is being effected
         pursuant to Rule 144:

                        (A)     the transfer is occurring after June 3, 1998 and
                  is being effected in accordance with the applicable amount,
                  manner of sale and notice requirements of Rule 144; or

                        (B)     the transfer is occurring after June 3, 1999 and
                  the Owner is not, and during the preceding three months has
                  not been, an affiliate of the Company.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.



Dated:
                              --------------------------------------------------
                              (Print the name of the Undersigned, as such term
                              is defined in the second paragraph of this
                              certificate.)



                              By:
                                 -----------------------------------------------
                                   Name:
                                   Title:
                              (If the Undersigned is a corporation, partnership
                              or fiduciary, the title of the person signing on
                              behalf of the Undersigned must be stated.)


<PAGE>


                                                 ANNEX C -- Form of Unrestricted
                                                 Securities Certificate



                       UNRESTRICTED SECURITIES CERTIFICATE

         (For removal of Securities Act Legends pursuant toss. 3.06(c))

The Bank of New York
101 Barclay Street, 21st Floor
New York, New York  10286


      Re: 11% Senior Notes due 2006 of Millicom International Cellular S.A.
          (the "Securities")

                  Reference is made to the Indenture, dated as of May 8, 2003
(the "Indenture"), from Millicom International Cellular S.A. (the "Company") to
The Bank of New York, as Trustee. Terms used herein and defined in the Indenture
or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

                  This certificate relates to U.S. $_______________ principal
amount of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

                  CUSIP No(s).
                                ------------------------------------------------

                  CERTIFICATE No(s).
                                      ------------------------------------------

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depository or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

                  The Owner has requested that the Specified Securities be
exchanged for Securities bearing no Securities Act Legend pursuant to Section
3.06(c) of the Indenture. In connection with such exchange, the Owner hereby
certifies that the exchange is occurring after __________ and the Owner is not,
and during the preceding three months has not been, an affiliate of the Company.
The Owner also acknowledges that any future transfers of the Specified
Securities must comply with all applicable securities laws of the states of the
United States and other jurisdictions.


<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.



Dated:
                                       -----------------------------------------
                                       (Print the name of the Undersigned, as
                                       such term is defined in the second
                                       paragraph of this certificate.)



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                       (If the Undersigned is a corporation,
                                       partnership or fiduciary, the title of
                                       the person signing on behalf of the
                                       Undersigned must be stated.)


<PAGE>


                                                                         ANNEX D



                      MILLICOM INTERNATIONAL CELLULAR S.A.

                                                         -------------, --------



The Depository Trust Company
55 Water Street, 49th Floor
New York, New York  10041

The Bank of New York,
   As Trustee
101 Barclay Street, 21st Floor
New York, New York  10286


                          Re: 11% Senior Notes due 2006

Ladies and Gentlemen:

                  Reference is hereby made to the Indenture dated as of May 8,
2003 (the "Indenture"), between Millicom International Cellular S.A., as Issuer,
and The Bank of New York, as Trustee. Capitalized terms used and not defined
herein shall have the meanings given them in the Indenture.

                  This letter relates to U.S. $______________ principal amount
of Securities represented by the Regulation S Global Security, held by the
Trustee pursuant to Section 2.01 of the Indenture. We hereby certify that the
offering of the Securities closed on ____________ and therefore, the restricted
period (as defined in Regulation S) with respect to the offer and sale of the
Securities will terminate on _________, ____.

                                 MILLICOM INTERNATIONAL
                                    CELLULAR S.A.

                                 By:
                                    --------------------------------------------
                                     Name:
                                     Title:

cc:       Euroclear
          Clearstream



<PAGE>


                                                                         ANNEX E

                                   GUARANTEE

     GUARANTEE, dated as of May 7, 2003 made by Millicom International
Operations, B.V., a corporation incorporated under the laws of the Netherlands
(the "Guarantor") the undersigned wholly-owned subsidiary of Millicom
International Cellular, S.A. (the "Company") in favor of the Holders and the
Trustee (each as defined in the Indenture referred to below).

     Reference is made to the Indenture between the Company and the Trustee,
dated as of May 8, 2003, as amended and supplemented from time to time (the
"Indenture"), covering the Company's 11% Senior Notes due 2006 (collectively
the "Securities," each a "Security").

                              W I T N E S S E T H:

     WHEREAS the Company is restructuring its 13 1/2% Senior Subordinated
Discount Notes by way of exchanging them for certain new notes including the
Securities in an exchange offer and consent solicitation and in consideration
thereof, the Guarantor has agreed to enter into this Guarantee to guarantee the
obligations of the Company under the Indenture for the benefit of the Holders
and the Trustee in the manner set out in this Guarantee;

     WHEREAS, under the terms of Section 10.20 of the Indenture, the Company is
required to cause the Guarantor to enter into this Guarantee; and

     NOW THEREFORE, in consideration of the promises therein, the Guarantor
hereby agrees with and for the benefit of the Holders as follows:

                                  Article I.

                                  Definitions

     Section 1.1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to them in the Indenture.

                                  Article II.

                Representations and Warranties of the Guarantor

     The Guarantor hereby represents and warrants to the Trustee and the
Holders as follows:

     Section 2.1. Due Existence; Compliance. The Guarantor is a corporation
incorporated under the laws of the Netherlands and is validly existing under
the laws of such jurisdiction and has all requisite power and authority under
such laws to own or lease and operate its properties and to carry on its
business as now conducted and as proposed to be conducted, and to execute,
deliver and perform its obligations under this Guarantee. The Guarantor is in
compliance in all material respects with all applicable law, rules, regulations
and orders.

<PAGE>


     Section 2.2. Corporate Authorities; No Conflicts. The execution, delivery
and performance by the Guarantor of this Guarantee is within its corporate
powers and has been duly authorized by all necessary corporate and stockholder
approvals or partnership or other approvals and (i) does not contravene its
organizational documents or any law, rule, regulation, judgment, order or
decree applicable to or binding on the Guarantor and (ii) does not contravene,
and will not result in the creation of any lien under, any provision of any
contract, indenture, mortgage or agreement to which the Guarantor is a party,
or by which it or any of its properties are bound, other than liens permitted
under the Indenture. Without prejudice to the generality of the foregoing, the
Guarantor represents and warrants that this Guarantee will not be voidable
under the Netherlands Commercial Code, including without limitation Section 2.7
of such code. For purposes of this Section 2.2, "lien" means, with respect to
any asset, an in rem security interest (zakelijk zekerheidsrecht) such as a
mortgage (hypotheek), pledge (pandrecht) or attachment (beslag).

     (a) Government Approvals and Authorizations. No authorization or approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body is required for the due execution, delivery and performance
by or enforcement against the Guarantor of this Guarantee (except such
governmental approvals or authorizations as have been duly obtained or made and
remain in full force and effect).

     (b) Legal, Valid and Binding. This Guarantee is the legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms.

     (c) Ranking. The obligations of the Guarantor under this Guarantee rank
pari passu with other non-subordinated, senior, unsecured obligations of the
Guarantor (subject to any rights of set-off or counterclaim that may exist).

     (d) Immunities. Neither the Guarantor nor its property has any immunity
from jurisdiction of any court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under applicable law.

     (e) No Filing. To ensure the legality, validity, enforceability or
admissibility in evidence of this Guarantee in the Netherlands and the United
States or any other jurisdiction in which the Guarantor conducts business, it
is not necessary that this Guarantee be filed or recorded with any court or
other authority in such jurisdiction, or that any stamp or similar tax be paid
on or with respect to this Guarantee, or, if such actions are necessary, they
have been taken.

     (f) Solvency. The Guarantor is able to pay its debts as they fall due and
is not currently insolvent on a balance sheet basis and is not the subject of
any petitions/actions/resolutions pending or presently before a court which
seek to subject the Guarantor to: voluntary or involuntary liquidation;
dissolution; the sale of any collateral; receivership; bankruptcy (or
faillissement in The Netherlands); assignment for the benefit of creditors;
reorganization; administration (or surseance van betaling in The Netherlands);
any arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, the Guarantor.


                                      -2-
<PAGE>


                                 Article III.

                                   Guarantee

     Section 3.1. Guarantee. The Guarantor hereby absolutely, irrevocably and
unconditionally agrees, subject only to the limitations expressly set forth in
this Guarantee, to pay, as primary obligor and not as a surety, in full basis
to the Holders of Securities from time to time, whether such rights under this
Guarantee are asserted by the Trustee or directly by any such Holder (without
duplication of amounts theretofore paid by the Company or the Guarantor
(including without duplication of amounts theretofore paid under this
Guarantee)), if, as and when due, regardless of any defense, right of setoff,
deduction, withholding or counterclaim that the Guarantor may have or assert
(other than the defense of payment having been made) and without abatement,
suspension, deferment or diminution on account of any event or condition
whatsoever:

     (a) any due and payable interest payments required to be paid on the
Securities in accordance with their terms (including without limitation any
Amortization Payments, Special Interest and Additional Amounts);

     (b) the Redemption Price required to be paid for each Security called for
redemption, plus an amount equal to accrued interest, if any, from the last
Interest Payment Date accrued on a daily basis to the Redemption Date, and all
other amounts outstanding thereon; and

     (c) upon Maturity of the Securities, or a dissolution, winding up or
liquidation or bankruptcy or similar proceeding of the Company, the aggregate
principal amount of the Securities, plus any accrued interest at the stated
rate from the last Interest Payment Date, through the date of payment, and all
other amounts outstanding thereon (collectively, the "Guarantee Payments").

     This Guarantee is a guarantee of payment and not of collection.

     All Guarantee Payments shall include interest accrued on such Guarantee
Payments (including Special Interest), at a rate per annum equal to the stated
interest rate of the Securities, since the date of the claim asserted under
this Guarantee relating to such Guarantee Payments through the date of payment
of or the date full payment is offered on such claim.

     The Guarantor's obligations to make any of the Guarantee Payments may be
satisfied by direct payment of the required amounts by the Guarantor to the
Holders or by causing the Company to pay such amounts to the Holders. In
addition, the Guarantor's obligations to make the payments described above will
exist regardless of any defense, right of set-off or counter claim that the
Company may have or assert (other than payment).

     No reference herein to the Indenture and no provision of this Guarantee or
of the Indenture shall alter or impair the Guarantee of the Guarantor, which is
absolute and unconditional, independent from the due and punctual payment of
the principal of and interest on the Securities.


                                      -3-
<PAGE>

     The obligations of the Guarantor under this Guarantee rank pari passu with
other senior unsecured obligations of the Guarantor.

     The Guarantor waives any right or remedy to require that any action be
brought first against the Company or any other Person or entity before
proceeding directly against the Guarantor. The Guarantor hereby further
expressly waives any right of protest, presentment, notice or demand
whatsoever, and any claims of waiver, release, surrender, alteration or
compromise and all defenses (other than payment), set-offs, counterclaims,
recoupments, reductions, limitations, impairments or terminations, whether
arising hereunder or otherwise. This Guarantee shall continue to be effective
or be reinstated if any payment to the Holders or the Trustee by the Company on
account of any Guaranteed Payment is returned to the Company or is rescinded
upon the dissolution, winding-up, liquidation or bankruptcy of the Company.

     Upon making any payment pursuant this Guarantee, the Guarantor shall be
subrogated to the rights of the payee against the Company with respect to such
payment; provided, however, that the Guarantor shall not claim or enforce any
payment by way of subrogation if and as long as any amounts under or in
connection with the Securities are outstanding.

     Section 3.2. No Waiver, etc. The obligations, covenants, agreements and
duties of the Guarantor under this Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

     (i)  the release or waiver, by operation of law or otherwise, of the
          performance or observance by the Company of any express or implied
          agreement, covenant, term or condition relating to the Securities to
          be performed or observed by the Company under the Securities, the
          Indenture or otherwise;

     (ii) any failure, omission, delay or lack of diligence on the part of the
          Trustee or the Holders to enforce, assert or exercise any right,
          privilege, power or remedy conferred on the Trustee or the Holders
          pursuant to the terms of the Securities, or any action on the part of
          the Company granting indulgence or extension of any kind;

    (iii) the voluntary or involuntary liquidation, dissolution, sale of any
          collateral, receivership, insolvency, bankruptcy, assignment for the
          benefit of creditors, reorganization, arrangement, composition or
          readjustment of debt of, or other similar proceedings affecting, the
          Company or any of the assets of the Company;

     (iv) any invalidity, illegality or unenforceability of, or defect or
          deficiency in, the Securities;

     (v)  the settlement or compromise of any obligation guaranteed hereby or
          hereby incurred; or

     (vi) any other circumstance whatsoever that might otherwise constitute a
          legal or equitable discharge or defense of a guarantor, it being the
          intent that the obligations of each of the Guarantor hereunder shall
          be absolute and unconditional under any and all circumstances.


                                      -4-
<PAGE>

     There shall be no obligation of the Holders or the Trustee to give notice
to, or obtain consent of, the Guarantor with respect to the happening of any of
the foregoing.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Company with respect to the Securities, and that the
Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the
occurrence of any event referred to in paragraphs (i) through (vi) above.

     Section 3.3. Enforcement by Trustee. Should the Guarantor default in
respect of any of its obligations under this Guarantee, including any covenants
the Trustee will have the right to enforce the terms of the Guarantee for the
benefit of the Holders. The Holders of not less than a majority in total
principal amount of the outstanding Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee regarding the Guarantor's obligations under the Guarantee or to
direct the exercise of any trust or power conferred upon the Trustee under this
Guarantee. If the Trustee fails to enforce the Guarantee, then any holder of
Securities may institute a legal proceeding directly against the Guarantor to
enforce the relevant trustee's rights under the guarantee, without first
instituting a legal proceeding against the Company, the Trustee or any other
person or entity.

     Section 3.4. Limitation on Liability. Any term or provision of this
Guarantee to the contrary notwithstanding, the maximum aggregate amount of the
Guarantee Payments guaranteed hereunder by the Guarantor shall not exceed the
maximum amount that can be hereby guarantied without rendering this Guarantee,
as it relates to such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer.

                                  Article IV.

                                 Miscellaneous

     Section 4.1. Successors and Assigns. This Agreement shall be continuing,
irrevocable and binding on the Guarantor and its successors and assigns and
shall inure to the benefit of the Holders and their successors and assigns and,
in the event of any transfer or assignment of rights by any Holder in
accordance with the terms of the Indenture, the rights and privileges conferred
upon that party in this Guarantee and in the Securities shall automatically
extend to and be vested in such transferee or assignee, all subject to the
terms and conditions of this Guarantee and the Indenture. The Guarantor may not
assign or transfer any of its rights and obligations under this Guarantee,
without the prior written consent of the Trustee. This Guarantee is an
irrevocable continuing guarantee of the Guarantee Payments which shall continue
in effect until all of the Guarantee Payments have been fully, finally and
indefeasibly paid.

     Section 4.2. Notices. All notices and other communications provided for
hereunder shall be given to in the manner and subject to the other notice
provisions set forth in the Indenture, provided however, that such notices
shall be delivered (i) if to the Trustee, the Holders or the Company, in the
manner provided in the Indenture and (ii) if to the Guarantor, at its address
set forth below:


                                      -5-
<PAGE>


                  Millicom International Operations B.V.
                  Att: The Managing Director
                  Locatellikade 1, Parnassustoren
                  1076 AZ Amsterdam

     Section 4.3. Parties. This Guarantee shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns, including, without limitation, the Holders and the Trustee. Nothing
expressed or mentioned in this Guarantee is otherwise intended or shall be
construed to give any other Person any legal or equitable right, remedy or
claim under or in respect of this Guarantee or any provisions herein contained.

     Section 4.4. Waivers, Amendments and Remedies. The failure to insist in
any one or more instances upon strict performance of any of the provisions of
this Guarantee or to take advantage of any rights hereunder shall not be
construed as a waiver of any such provisions or the relinquishment of any such
rights, but the same shall continue and remain in full force and effect. Except
as otherwise expressly limited in this Guarantee, all remedies under this
Guarantee shall be cumulative and in addition to every other remedy provided
for herein or by law. No provisions of this Guarantee may be amended or waived
except by a written instrument executed by the Guarantor and the Trustee, on
behalf of the Holders.

     Section 4.5. Governing Law. The Guarantee shall be governed by and
construed in accordance with the laws of the State of New York, except for the
ranking provisions as set forth in Section 2.2 subparagraph (c), which shall be
governed by the laws of The Netherlands. Any claim or proceeding brought to
enforce the Guarantor's obligations herein shall be brought exclusively before
any federal or state court in the Borough of Manhattan, The City of New York.
The Guarantor will irrevocably and unconditionally (i) submit itself and its
property in any legal action or proceeding relating to the Guarantee to which
it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the general jurisdiction of the Courts of the State of New York,
the courts of the United States of America for the Southern District of New
York, appellate courts from any thereof and courts of its own corporate
domicile, with respect to actions brought against it as defendant; (ii) consent
that any such action or proceeding may be brought in such courts and waive any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same; and (iii)
appoint CT Corporation System, currently having an office at 111 Eighth Avenue,
New York, New York 10011, as its agent to receive on its behalf service of all
process in any such action or proceeding, such service being hereby
acknowledged by the Guarantor to be effective and binding in every respect.

     Section 4.6. Partial Invalidity. If any provision of this Guarantee or the
application thereof to any party or circumstance is held invalid or
unenforceable, the remainder of this Guarantee and the application of such
provision or provisions to the other parties and circumstances will not be
affected thereby, the provisions of this Guarantee being severable in any such
instance.


                                      -6-
<PAGE>


     Section 4.7. Entire Agreement. This Guarantee embodies the entire
agreement of the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof.

     Section 4.8. Expenses, Etc. The Guarantor agrees to pay or to reimburse
the Holders and the Trustee for all reasonable out of pocket costs and expenses
(including reasonable attorneys' fees and expenses) that may be incurred by any
of them in any effort to enforce any of the obligations of Guarantor under this
Guarantee, whether or not any lawsuit is filed, including all such out of
pocket costs and expenses (and reasonable attorneys' fees and expenses)
incurred by such party in any bankruptcy, reorganization, workout or similar
proceeding of Guarantor.


                                      -7-
<PAGE>


     IN WITNESS WHEREOF, the Guarantor has executed this Guarantee as of the
date first above written.



MILLICOM INTERNATIONAL OPERATIONS B.V.

By:
    ----------------------------------
    Name:
    Title:






                                      -8-

<PAGE>


                                                                         ANNEX F


                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), attached as Annex F
to this Indenture (as defined below) is being entered into in connection
therewith and is being made part thereof, as set forth in Section 1.01 of each
of the Indentures covering the Company's 11% Senior Notes Due 2006 (the "11%
Notes" and such Indenture the "11% Indenture") and the Company's 2% Senior
Convertible PIK Notes Due 2006 (the "2% Notes" and together with the 11% Notes,
the "Notes" and such Indenture the "2% Indenture" and together with the 11%
Indenture the "Indentures," each an "Indenture"), respectively, in the
definition of "Registration Rights Agreement." Any Holder of Notes pursuant to
the Indentures, by virtue of holding such Notes, is deemed to have accepted and
agreed and being made subject to the terms and obligations and is entitled to
the rights under this Agreement as set forth herein.

                                R E C I T A L S

     1. This Agreement is made in accordance with the Company's private amended
and restated Offering Memorandum, dated April 16, 2003, (the "Offering
Memorandum") under which the Company offered to holders of its existing 13-1/2%
Senior Subordinated Discount Notes due 2005 (the "Old Notes") who are not U.S.
persons, or who are U.S. persons that are either "qualified institutional
buyers" or institutional "accredited investors" (as each of those terms are
defined under the Securities Act of 1933, as amended (the "Securities Act"))
and who can make the representations to exchange upon the terms and subject to
the conditions set forth in the Offering Memorandum, to exchange their Old
Notes for Notes without registration under the Securities Act, in reliance upon
the exemption from registration provided by Section 4(2) of the Securities Act
and the provisions of Rule 506 of Regulation D, promulgated under the
Securities Act (the "Exchange Offer and Consent Solicitation").

     2. In accordance with the Section "Notice to Investors and Transfer
Restrictions" in Offering Memorandum, each holder of Notes (each a "Holder" and
collectively the "Holders") is deemed to make the representations and further
acknowledgments and agreements set forth in such section.

     3. In order to induce the Holders to tender their Old Notes in the
Exchange Offer and Consent Solicitation, the Company has agreed with certain
Holders to provide to the Holders (and their permitted transferees, if any) the
registration rights set forth in this Agreement with respect to the resale of
the Notes, as well as with respect to the resale of the common stock of the
Company issuable upon conversion of the 2% Notes (the "Conversion Shares").

     4. Capitalized terms used but not defined herein shall have the meaning
provided in the indentures governing the Notes, each dated May [8], 2003,
between the Company and the Trustee, as the same may be amended from time to
time (the "Indentures").

     In consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Holders intending to be legally bound, agree as follows:


<PAGE>


                                   Article I.

                              Registration Rights

     Section 1.1. Filing of Form F-3 Resale Registration Statement. As soon as
practicable and, in no event later than December [4], 2003 (the "Effective
Date"), the Company shall file with the Securities and Exchange Commission (the
"SEC" or the "Commission") a registration statement on Form F-3 pursuant to
Rule 415 under the Securities Act, or, in the event that Form F-3 is
unavailable to the Company, a registration statement on such other SEC Form
that is available to the Company (together with any exhibits, amendments or
supplements thereto, and any documents incorporated by reference therein, the
"Registration Statement"), with respect to the resale of the Notes and the
Conversion Shares, and any securities of the Company issued as a dividend or
other distribution with respect to, or in exchange for or in replacement of,
the Notes and Conversion Shares, provided that at least 50% of holders of
Registrable Securities (as defined below) have submitted the information
required by Article II for inclusion in such Registration Statement. The
securities described in the preceding sentence are collectively referred to
herein as the "Registrable Securities"; provided, that the term "Registrable
Securities" shall not include securities transferred to a person other than a
permitted transferee under the Offering Memorandum and the Indentures.

     Section 1.2. Effectiveness of Registration Statement. The Company shall,
subject to Article VI hereof, use its commercially reasonable efforts to cause
the Registration Statement to become effective as soon as practicable and
within 90 days after the filing thereof, and shall use its commercially
reasonable efforts to keep the Registration Statement continuously effective
from the date such Registration Statement becomes effective until the earlier
of (i) the sale of all the securities registered thereunder, (ii) two years
after the Effective Date and (iii) the holding period mandated in Rule 144(k)
of the Securities Act of 1933 or any successor provision thereof "Effectiveness
Period").

     Section 1.3. Supplements; Amendments. Subject to Sections V and VI hereof,
the Company shall supplement or amend the Registration Statement, (i) as
required by Form F-3 (or such other form as is available to the Company at such
time), including, without limitation, the instructions applicable to Form F-3,
or by the Securities Act, the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the rules and regulations promulgated under the Securities
Act or the Exchange Act, respectively, (ii) upon receipt of the information set
forth in Article II below, as is necessary to permit at least 5% of holders of
the then-outstanding 11% Notes, 2% Notes or Conversion Shares, respectively, at
any time and from time to time, to be included in the prospectus contained in
such Registration Statement and to deliver such prospectus to purchasers of the
Notes or the Conversion Shares, as the case may be, and (iii) to include in the
Registration Statement any additional securities that become Registrable
Securities by operation of the definition thereof. The Company shall furnish to
the Holders of such Registrable Securities to which the Registration Statement
relates copies of any such supplement or amendment sufficiently in advance of
its use and/or filing with the Commission.


<PAGE>

                                  Article II.

                    Provision of Information by the Holders

     Section 2.1. Information To Be Provided By Holders. Each of the Holders
whose Registrable Securities are included in the Registration Statement shall
furnish to the Company at least five (5) business days prior to each of (i) the
initial filing of the Registration Statement and (ii) any supplement or
amendment to such Registration Statement in accordance with Section 1.3., a
completed questionnaire set forth on Annex A hereto (the "Questionnaire") and
such other information regarding such Holder as the Company may reasonably
request in writing and as shall be reasonably required or advisable in
connection with any registration, qualification or compliance referred to in
this Agreement (such information together with the Questionnaire the "Holder
Information"), and shall promptly notify the Company if such Holder Information
becomes incorrect or misleading, or requires amendment or updating; provided
that such Holder Information shall only be used in connection with the
completion of the Registration Statement. Subject to the foregoing, Holders
hereby also waive any notice of the initial filing of the Registration
Statement and agree that such Holders and their successors and assigns will
promptly notify the Company of any changes in such Holder Information.

     Section 2.2. Special Interest. Any Holder that does not complete and
deliver the Holder Information will not be named as a selling security holder
in the prospectus and therefore will not be permitted to sell the Notes or the
Conversion Shares pursuant to the Registration Statement and will not be
entitled to receive, and the Company shall not be obligated to pay, Special
Interest (as defined in the Indentures). Further, the Holders shall not be
entitled to receive, and the Company shall not be obligated to pay, Special
Interest if the Company is not required to file a Registration Statement
because the 50% threshold set forth in Section 1.1 is not met.

     Section 2.3. Transfer Restrictions. Each Holder further acknowledges the
restrictions set forth in the Offering Memorandum in the Section "Notice to
Investors and Transfer Restrictions" and that such Holder will not resell any
Registrable Securities pursuant to the Registration Statement in any manner
other than as provided therein or herein.

                                 Article III.

                            Registration Procedures

     Section 3.1. Registration. The Company will advise the Holders as to the
status of the preparation, filing and effectiveness of the Registration
Statement and, at the Company's expense, will do the following:

     (a) make available to each Holder upon their request a copy of the
Registration Statement (including all exhibits thereto) and any prospectus
forming a part thereof and any amendments and supplements thereto (including
all documents incorporated or deemed incorporated by reference therein prior to
the effectiveness of the Registration Statement and including each preliminary
prospectus) and any other prospectus filed under Rule 424 under the Securities
Act, which documents, other than documents incorporated or deemed incorporated
by


                                      -3-
<PAGE>


reference, will be subject to the review of the information contained therein
regarding the Holders and any plan for resale of the Registrable Securities by
the Holders for a period of at least seven (7) business days from the Holder's
receipt of such documents, and the Company shall not file the Registration
Statement or such prospectus or any amendment or supplement to the Registration
Statement or prospectus if any Holder shall reasonably object within a seven
(7) business day period after the receipt thereof unless the Company shall have
been advised by its counsel that the Registration Statement or such prospectus
or amendment or supplement thereto is required under the Securities Act or the
rules or regulations adopted thereunder in connection with the distribution of
Registrable Securities by the Holders or the Company. A Holder shall be deemed
to have reasonably objected to such filing only if the Registration Statement,
amendment, prospectus or supplement, as applicable, as proposed to be filed,
contains a material misstatement or omission with respect to such Holder or its
plan of resale;

     (b) make available to each Holder upon their request one copy of the
Registration Statement and of each amendment and supplement thereto (in each
case including all exhibits) and such number of copies of the prospectus
forming a part of the Registration Statement and any prospectus filed under
Rule 424 under the Securities Act, in conformity with the requirements of the
Securities Act;

     (c) use its commercially reasonable efforts (i) to register or qualify all
Registrable Securities covered by the Registration Statement under state
securities, or "blue sky," laws of such States of the United States of America
where required and where an exemption is not available and as the Holders of
Registrable Securities covered by the Registration Statement shall reasonably
request, (ii) to keep such registration or qualification in effect for the
Registration Period, and (iii) to take any other action which may be reasonably
necessary or advisable to enable the Holders to consummate the disposition of
the securities to be sold by the Holders in such jurisdictions, consistent with
the plan of distribution described in the prospectus included in the
Registration Statement, except that the Company shall not for any such purpose
be required to qualify generally to do business as a foreign corporation in any
jurisdiction where it is not so qualified, or to execute a general consent to
service of process in effecting such registration, qualification or compliance,
unless the Company is already subject to service in such jurisdiction and
except as may be required by the Securities Act or applicable rules or
regulations thereunder;

     (d) use its commercially reasonable efforts to cause all Registrable
Securities covered by the Registration Statement to be registered or qualified
with or approved by all other applicable governmental authorities as may be
necessary, in the opinion of counsel to the Company and counsel to the Holders
of Registrable Securities, to enable the Holders thereof to consummate the
disposition of such Registrable Securities;

     (e) subject to Article VI hereof, promptly notify the Trustee on behalf of
the Holders and each Holder selling Registrable Securities covered by the
Registration Statement (i) upon discovery that, or upon the occurrence of any
event as a result of which, the prospectus forming a part of the Registration
Statement, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, (ii) of the issuance by the Commission of any
stop order suspending the


                                      -4-
<PAGE>


effectiveness of the Registration Statement or the initiation of proceedings
for that purpose, (iii) of any request by the Commission for (A) amendments to
the Registration Statement or any document incorporated or deemed to be
incorporated by reference in the Registration Statement, or (B) supplements to
the prospectus forming a part of the Registration Statement, or (C) additional
information, or (iv) of the receipt by the Company of any notification with
respect to the suspension of the registration, qualification or exemption from
registration or qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation of any proceeding for such purpose, and at
the request of the Trustee as directed by such Holders or any such selling
Holder promptly prepare and file an amendment to the Registration Statement or
a supplement to the prospectus, as the Company may deem necessary so that, as
thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact relating to any holder of Registrable Securities required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and make available to
each Holder upon their request a reasonable number of copies of such supplement
to, or amendment of, such registration statement and prospectus, and, in the
event of a stop order, use its commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of any the Registration
Statement, or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any
jurisdiction;

     (f) if reasonably requested by any Holder or if required by law or SEC or
other applicable rule or regulation, promptly incorporate in the Registration
Statement such appropriate information as the Holder may reasonably request to
have included therein by filing a Form 6-K, or filing a supplement to the
prospectus, to reflect any change in the information regarding the Holder, and
make all required filings with the Commission in respect of any offer or sale
of Registrable Securities or any amendment or supplement to the Registration
Statement or related prospectus provided, however that the Company shall only
be obligated to include the information of Holders of Registrable Securities in
such prospectus who, from time to time, collectively hold collectively at least
5% of the then-outstanding 11% Notes, the 2% Notes and/or the Conversion
Shares, respectively and have provided the Holder Information to the Company
for inclusion in the prospectus;

     (g) use its commercially reasonable efforts to cause all Registrable
Securities included in the Registration Statement to be listed on The Nasdaq
National Market ("Nasdaq") and each securities exchange on which securities of
the same class are then listed, or, if not then listed on any securities
exchange or Nasdaq, to be eligible for trading in any over-the-counter market
or trading system in which securities of the same class are then traded;

     (h) the Trustee shall have no duty to monitor the Company's performance of
its obligations under this Agreement; and

     (i) Article VI of each of the Indentures is incorporated herein by
reference.


                                      -5-
<PAGE>


                                  Article IV.

                                Indemnification

     Section 4.1. Indemnification by the Company. The Company will indemnify
and hold harmless to the fullest extent permitted by law:

     (a) the Trustee;

     (b) each of the Holders, as applicable, and

     (c) each of the Holder's officers, directors, members and general and
limited partners,

with respect to the Registration Statement, against all expenses, claims,
losses, damages and liabilities (joint or several) (or actions, investigations
or proceedings in respect thereof) (collectively, a "Claim") arising out of or
based on any actual or alleged untrue statement of a material fact, or any
omission of a material fact required to be stated therein or necessary in order
to make the statements included therein not misleading, contained in the
Registration Statement, any prospectus or other offering document (including
any related registration statement, notification or the like) incident to the
registration, qualification or compliance, or any violation by the Company of
the Securities Act or the Exchange Act or any other laws or any rule or
regulation thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each of the Holders, each of
its officers, directors, members and partners, and each Person controlling each
of the Holders, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such Claim; provided, however,
that the Company will not be liable in any such case to the extent that any
such Claim (i) arises out of or is based on any untrue statement or omission
based upon the Holder Information or any other written information furnished to
the Company by the Holders or their representatives and stated to be
specifically for use therein, or (ii) is finally judicially determined to have
resulted primarily from the gross negligence or willful misconduct of any
person or entity set forth in subsections (a) through (c) above.

     Section 4.2. Indemnification by the Holders. Each of the Holders will, if
Registrable Securities held by it are included in the securities as to which
such Registration Statement is being effected, severally and not jointly,
indemnify the Company, each of its directors and officers, and each Person who
"controls" the Company within the meaning of SEC Rule 405 under the Securities
Act, Section 15 of the Securities Act or Section 20 of the Exchange Act, and
each other Holder, against all Claims arising out of or based on any actual or
alleged untrue statement of a material fact, or any omission or a material fact
required to be stated therein or necessary in order to make the statement
included or incorporated therein not misleading, contained in the Registration
Statement, prospectus, or other offering document made by or on behalf of such
Holder, and will reimburse the Company and each other Holder, its respective
directors, officers, partners, members or control Persons for any legal or any
other expenses reasonably incurred in connection with investigating and
defending any such Claim, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in the Registration Statement, prospectus, offering


                                      -6-
<PAGE>


memorandum or other document in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Holder and stated
to be specifically for use therein; provided, however, that the several
obligations of each of the Holders hereunder shall be limited to an amount
equal to the net proceeds received by such Holder from the sale of the
Registrable Securities pursuant to the Registration Statement.

     Section 4.3. Procedures. Each party entitled to indemnification under this
Agreement (each, an "Indemnified Party") shall give written notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any Claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
any such Claim; provided that counsel for the Indemnifying Party, who shall
conduct the defense of such Claim, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense (unless the Indemnified
Party shall have reasonably concluded that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in such action, in
which case the fees and expenses of one such counsel for all Indemnified
Parties shall be at the expense of the Indemnifying Party), and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Agreement unless the Indemnifying Party is materially prejudiced thereby. No
Indemnifying Party, in the investigation or defense of any such Claim shall,
except with the consent of each Indemnified Party (which consent shall not be
unreasonably withheld or delayed), consent to entry of any judgment or enter
into any settlement or compromise which does not include an unconditional
release of the Indemnifying Party from all liability in respect to such Claim.
Each Indemnified Party shall furnish such information regarding itself or the
Claim in question as an Indemnifying Party may reasonably request in writing
and as shall be reasonably required in connection with the investigation and
defense of such Claim.

     Section 4.4. Contribution. If the indemnification provided for in this
Agreement is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any Claim or expense, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the
statements or omissions which resulted in such Claim, as well as any other
relevant equitable considerations; provided, however, that the Company will not
be liable in any such case to the extent that any such Claim (i) arises out of
or is based on any untrue statement or omission based upon written information
furnished to the Company by the Holders or their Representatives and stated to
be specifically for use therein, or (ii) is finally judicially determined to
have resulted primarily from the gross negligence or willful misconduct of any
person or entity set forth in Section 4.1(a) through 4.1(c) above. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue (or alleged
untrue) statement of a material fact or the omission (or alleged omission) to
state a material fact relates to information supplied by the Indemnifying Party
or by the Indemnified Party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission, and provided that each Holder shall not be required to contribute, in
the aggregate, more than the net proceeds


<PAGE>


received by such Holder from the sale of its Registrable Securities pursuant to
the Registration Statement and further provided that the obligations of the
Holders under this Section 4.4 shall be several and not joint.

     Section 4.5. Periodic Payments. The indemnification and contribution
required by this Article IV shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or expense, loss, damage or liability is incurred.

                                  Article V.

                                   Marketing

     The Company shall use its commercially reasonable efforts to undertake
such marketing efforts, in consultation with the holders of Registrable
Securities listed on Schedule V hereto1, as are appropriate for similar
securities of comparable issuers, provided, however, that the Company shall
only be required to undertake any such efforts at the request of at least 5% of
Holders of then-outstanding Registrable Securities who have provided to the
Company the Holder Information for inclusion in the prospectus and provided
further, however, that the Company shall only be obligated to undertake one
such effort pursuant to this Agreement.

                                  Article VI.

                                    Expenses

     Section 6.1. The Company shall pay all expenses, fees and costs incurred
in connection with the preparation, filing, distribution and effectiveness of
the Registration Statement and any supplements or amendments thereto, whether
or not the Registration Statement becomes effective, and whether all, none or
some of the Registrable Securities are sold pursuant to the Registration
Statement, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, fees and
state securities, or "blue sky," fees, and the expense of any special audits
incident to or required by, or in connection with the filing and effectiveness
of the Registration Statement. The Holders shall, severally and not jointly,
pay all selling commissions, brokerage fees and stock transfer taxes applicable
to the Registrable Securities sold by such Holder.

                                 Article VII.

                             Holdback; Postponement

     Notwithstanding the other provisions of this Agreement, if (a) there is
material non-public information regarding the Company which the Company's Board
of Directors reasonably and in good faith determines not to be in the Company's
best interest to disclose and which the Company is not otherwise required to
disclose, or (b) there is a extraordinary business


--------
1 The Initial Participants.


                                      -8-
<PAGE>

opportunity (including but not limited to the acquisition or disposition of
assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other similar extraordinary transaction not in
the ordinary course of business) available to the Company which the Company's
Board of Directors reasonably and in good faith determines not to be in the
Company's best interest to disclose, then the Company may postpone or suspend
filing or effectiveness of a registration statement for a period not to exceed
30 days in any 90 day period, provided that the Company may not postpone or
suspend filing or effectiveness of a registration statement for more than 180
days in the aggregate during any 365-day period and there shall be an aggregate
of not more than two (2) suspensions during any 365-day period; provided,
however that no postponement or suspension shall be permitted for consecutive
90 day periods arising out of the same set of facts, circumstances or
transactions.

                                 Article VIII.

                            Rule 144 Reporting, Etc.

     Section 8.1. SEC Reporting Compliance.

     (a) During the Effectiveness Period and with a view to making available
the benefits of certain rules and regulations of the Commission which may at
any time permit the sale of the Registrable Securities to the public without
registration, the Company will:

     (i)  make and keep "current public information" regarding the Company
          available, as defined in Commission Rule 144(c) under the Securities
          Act, and cooperate with the Holders and take such further reasonable
          action as the Holders may reasonable request in writing (including,
          without limitation, making such reasonable representations as the
          Holders may reasonably request);

     (ii) use its commercially reasonable efforts to file with the Commission
          in a timely manner all SEC Reports and other filings and documents
          required of the Company under the Securities Act and the Exchange
          Act; and

    (iii) so long as a Holder owns any Registrable Securities, furnish to such
          Holder and the Trustee forthwith upon request a written statement by
          the Company as to its compliance with the reporting requirements
          under the Securities Act and the Exchange Act, including compliance
          with SEC Rule 144(c), a copy of the most recent annual or quarterly
          report of the Company, and such other reports and documents of the
          Company and other information in the possession of, or reasonably
          obtainable by, the Company as a Holder may reasonably request in
          availing itself of any rule or regulation of the Commission allowing
          a Holder to sell any such securities without registration.

     Notwithstanding the foregoing, nothing in this Section 7.1(a) shall be
deemed to require the Company to register any of its securities (other than the
Conversion Shares) under any section of the Exchange Act, unless otherwise
required.


                                      -9-
<PAGE>


     (b) The Company shall timely file the reports required to be filed by it
under the Exchange Act and shall comply with all other requirements set forth
in the instruction to Form F-3 in order to allow the Company to be eligible to
file registration statements on Form F-3.

                                  Article IX.

                                 Miscellaneous

     Section 9.1. Assignment. The registration rights set forth herein may be
assigned, in whole or in part, to any transferee of Registrable Securities
permitted in accordance with the Indentures, which transferee, upon
registration on the Company's or its transfer agent's books and records as a
holder of record of Registrable Securities, shall be considered thereafter to
be a Holder and shall be bound by all obligations and limitations of this
Agreement and the Indentures.

     Section 9.2. Section Headings. The titles and headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not
be deemed to constitute a part thereof.

     Section 9.3. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflict of law rules thereof to the extent that the application
of the law of another jurisdiction would be required thereby. Any claim or
proceeding brought to enforce the Company's obligations herein shall be brought
exclusively before any federal or state court in the Borough of Manhattan, The
City of New York. The Company will irrevocably and unconditionally (i) submit
itself and its property in any legal action or proceeding relating to the
Guarantee to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the general jurisdiction of the Courts of the
State of New York, the courts of the United States of America for the Southern
District of New York, appellate courts from any thereof and courts of its own
corporate domicile, with respect to actions brought against it as defendant;
(ii) consent that any such action or proceeding may be brought in such courts
and waive any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same;
and (iii) appoint CT Corporation System , currently having an office at 111
Eighth Avenue, New York, New York 10011, as its agent to receive on its behalf
service of all process in any such action or proceeding, such service being
hereby acknowledged by the Company to be effective and binding in every
respect.

     Section 9.4. Notices.

     (a) All communications under this Agreement shall be in writing and shall
be delivered by facsimile, by hand, by reliable overnight delivery service such
as UPS or FedEx or by registered or certified mail, postage prepaid, to the
address listed in the Indentures, or at such other address as it may have
furnished in writing to respective other party.

(b) Any notice so addressed shall be deemed to be given (i) if delivered by
hand, on the date of such delivery, (ii) if sent by reliable overnight delivery
service such as UPS or FedEx,


                                     -10-
<PAGE>


on the first business day following the date of delivery to such service for
overnight delivery, (iii) if delivered by facsimile, on the date of such
facsimile, or (iv) if mailed by registered or certified mail, on the third
business day after the date of such mailing. In the event that any notice is
sent by facsimile transmission to the Company, such transmission shall be
followed immediately by overnight delivery to the Company of such notice.

     Section 9.5. Successors and Assigns; No Third Party Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties. No other person is intended to or
shall have any rights or remedies hereunder, whether as a third part
beneficiary or otherwise.

     Section 9.6. Severability. In the event that any provision contained
herein is unenforceable, the remaining provisions shall continue in full force
and effect.

     Section 9.7. Delays or Omissions. It is agreed that no delay or omission
to exercise any right, power or remedy accruing to the Holders, upon any breach
or default of the Company under this Agreement, shall impair any such right,
power or remedy, nor shall it be construed to be a waiver of any provision
hereof, or of any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. It is further agreed that any
waiver, permit, consent or approval of any kind or character by a Holder of any
breach or default under this Agreement, or any waiver by a Holder of any
provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in the writing, and that
all remedies, either under this Agreement, or by law or otherwise afforded to a
Holder, shall be cumulative and not alternative.

     Section 9.8. Entire Agreement; Amendment. This Agreement is a part of and
read to be in conjunction with the applicable Indenture to which it is
attached. This Agreement and the Indentures and any other document contemplated
hereby or thereby constitute the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersede all prior
understandings, written or otherwise, among such parties. This Agreement may be
amended only in a writing signed by the Company and the Holders of at least a
majority in principal amount of the then outstanding Registrable Securities.



















                                      -11-
<PAGE>


                                    ANNEX A

            Form of Selling Securityholder Notice and Questionnaire

     The undersigned beneficial holder of 11% Senior Amortizing Notes due 2006
(the "11% Notes") and 2% Senior Convertible PIK Notes due 2006 (the "2% Notes"
and together with the 11% Notes the "New Notes") of Millicom International
Cellular, S.A. ("MIC" or the "Company") or shares of common stock issued upon
conversion of the 2% Notes, (together with the New Notes, the "Registrable
Securities"), of the Company understands that the Company has filed or intends
to file with the Securities and Exchange Commission a registration statement on
Form F-3, or, in the event that Form F-3 is unavailable to the Company, a
registration statement on such other SEC Form that is available to the Company,
(the "Shelf Registration Statement") for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the "Securities Act"), of the
Registrable Securities in accordance with the terms of the Registration Rights
Agreement (the "Registration Rights Agreement") between the Company and the
holders named therein. A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below. All capitalized
terms not otherwise defined herein shall have the meaning ascribed thereto in
the Registration Rights Agreement.

     Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling securityholder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions, as described
below). Beneficial owners are encouraged to complete and deliver this Notice
and Questionnaire prior to the effectiveness of the Shelf Registration
Statement so that such beneficial owners may be named as selling
securityholders in the related prospectus at the time of effectiveness. Upon
receipt of a completed Notice and Questionnaire from a beneficial owner
following the effectiveness of the Shelf Registration Statement, the Company
will, as promptly as practicable, file such amendments to the Shelf
Registration Statement or supplements to the related prospectus as are
necessary to permit such holder to deliver such prospectus to purchasers of
Registrable Securities. The Company has agreed to pay liquidated damages
pursuant to the Registration Rights Agreement under certain circumstances as
set forth therein.

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related prospectus.

                                     Notice

     The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it
and listed below in Item 3 (unless otherwise specified under Item 3) pursuant
to the Shelf Registration Statement. The undersigned, by
<PAGE>


signing and returning this Notice and Questionnaire, understands that it will
be bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

     The undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:

                                 Questionnaire

                 1. Full legal Name of Selling Securityholder:

     ___________________________________________________________________________
Full Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities listed in (3) below are held:

     ___________________________________________________________________________
Full Legal Name of DTC Participant (if applicable and if not the same as (b)
above) through which Registrable Securities listed in (3) below are held:

      ____________________________________________________________________
               2. Address for Notices to Selling Securityholder:

      Telephone:________________________________________________________________

      Fax:______________________________________________________________________

     Contact Person:____________________________________________________________

               3. Beneficial Ownership of Registrable Securities:

Type and Principal Amount of Registrable Securities beneficially owned:

     ___________________________________________________________________________

CUSIP No(s). of such Registrable Securities beneficially owned:

     ___________________________________________________________________________
     4. Beneficial Ownership of other Company securities owned by the Selling
        Securityholder:

Except as set forth below in this Item (4),the undersigned is not the
beneficial or registered owner of any securities of the Company other than the
Registrable Securities listed above in Item (3).

Type and Amount of Other Securities beneficially owned by the Selling
Securityholder:

     ___________________________________________________________________________
CUSIP No(s). of such Other Securities beneficially owned:

     ___________________________________________________________________________
                       5. Relationship with the Company:


                                      -2-
<PAGE>


Except as set forth below, neither the undersigned nor any of its affiliates,
directors or principal equityholders (5% or more) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.

State any exceptions here:

________________________________________________________________________________

________________________________________________________________________________

                            6. Plan of Distribution:

Except as set forth below, the undersigned (including its donees or pledgees)
intends to distribute the Registrable Securities listed above in Item (3)
pursuant to the Shelf Registration Statement only in accordance with the
following principles (if at all): Such Registrable Securities may be sold from
time to time directly by the undersigned or alternatively, through
underwriters, broker-dealers or agents. If the Registrable Securities are sold
through underwriters or broker-dealers, the Selling Securityholder will be
responsible for underwriting discounts or commissions or agent's commissions.
Such Registrable Securities may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. Such sales may be
effected in transactions (which may involve block transactions) (i) on any
national securities exchange or quotation service on which the Registrable
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options. In connection with sales of the Registrable Securities or otherwise,
the undersigned may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Registrable Securities, short and
deliver Registrable Securities to close out such short positions, or loan or
pledge Registrable Securities to broker-dealers that in turn may sell such
securities.

State any exceptions here:

________________________________________________________________________________

________________________________________________________________________________

Note:   In no event will such method(s) of distribution take the form of an
        underwritten offering of the Registrable Securities
        without the prior agreement of the Company.

     The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Securities Exchange Act of 1934, as amended, and the
rules thereunder relating to stock manipulation, particularly Regulation M
thereunder (or any successor rules or regulations), in connection with any
offering of Registrable Securities pursuant to the Shelf Registration
Statement. The undersigned agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.

     The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein.

                                      -3-
<PAGE>


     Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholders against
certain liabilities.

     In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth below.

     By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Shelf Registration Statement and the related prospectus.

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


Dated:


                                              Beneficial Owner


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO MIC.


                                      -4-