Exhibit 2.2  CONFORMED COPY  Dated 7 August 2003   MILLICOM TELECOMMUNICATIONS S.A.   and   MILLICOM INTERNATIONAL CELLULAR
S.A.   and   DEUTSCHE TRUSTEE COMPANY LIMITED   TRUST DEED   constituting
SEK 2,555,994,000 5.00 per cent.
Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due
2006
guaranteed by Millicom International Cellular S.A.
and exchangeable into Series B Shares of Tele2 AB (publ)    Exh 2.2-1 
   TABLE OF
CONTENTS  1
  Interpretation2
  Amount
  of the Notes and Covenant of Compliance3
  Form of the Notes4
  Security5
  Stamp Duties6
  Guarantee
  and Indemnity7
  Application
  of Moneys Received by the Trustee8
  Covenant to Comply
  with Provisions9
  Exchange10
  Covenants
  relating to Exchange Rights and Mandatory Exchange11
  General Covenants12
  Remuneration
  and Indemnification of the Trustee13
  Provisions
  Supplemental to the Trustee Act 1925 and the Trustee Act 200014
  Trustee Liable for
  Negligence15
  Waiver and Proof of Default16
  Trustee
  not Precluded from Entering into Contracts17
  Modification and
  Substitution18
  Appointment, Retirement and Removal of the
  Trustee19
  Currency
  Indemnity20
  Notes
  held in Clearing Systems and Couponholders21
  Communications22
  Counterparts23
  Governing Law and
  JurisdictionSchedule 1 Form of
  Definitive Note  Exh 2.2-2 
   Schedule
  2 Part 1 Form of Temporary Global NoteSchedule 2 Part 2
  Form of Global NoteSchedule
  3 Provisions for Meetings of Noteholders  Exh 2.2-3 
   This Trust Deed is made on 7 August 2003 between:  (1)MILLICOM TELECOMMUNICATIONS S.A., a limited company incorporated in the Grand Duchy of Luxembourg,
registered with the Register of Commerce and Companies in Luxembourg under
registration number B 64899 and whose registered office is at 75, route de
Longwy, L-8080 Bertrange (the Issuer);  (2)MILLICOM INTERNATIONAL CELLULAR S.A., a public limited company incorporated in
the Grand Duchy of Luxembourg, registered with the Register of Commerce and
Companies in Luxembourg under registration number B 40630 and whose registered
office is at 75, route de Longwy, L-8080 Bertrange (the
Guarantor); and  (3)DEUTSCHE TRUSTEE COMPANY LIMITED (the Trustee,
which expression, where the context so admits, includes any other trustee for
the time being of this Trust Deed).  Background:  (A)The
Issuer has authorised the issue of SEK 2,555,994,000 5.00 per cent. Fixed and
Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due 2006 to be
constituted by this Trust Deed (as described below) and the Guarantor has
authorised the giving of a guarantee in respect of such Notes.  (B)The
Notes are exchangeable into the Exchange Property which initially comprises
8,968,400 Series B shares in Tele2 AB (publ).  (C)The
Issuer has agreed to charge the Charged Property in favour of the Trustee for
the benefit of the holders from time to time of the Notes in order to secure
the Issuers obligations in respect of the Exchange Rights, the redemption of
the Notes and delivery of the Exchange Property and in respect of the
Additional Interest Amounts.  (D)The
Trustee has agreed to act as trustee of this Trust Deed on the following terms
and conditions.  This Deed witnesses and it is
declared as follows:  1Interpretation  1.1Definitions: Expressions defined in the
Conditions, unless otherwise defined in the main body of this Trust Deed, have
the meanings given to them in the Conditions. In addition, the following terms
and expressions have the following meanings:  affiliate means any Subsidiary of any
holding company of any entity;  Agency Agreement means the agreement
referred to as such in the Conditions, as amended from time to time, and
includes any other agreements approved in writing by the Trustee appointing
Successor Paying and Exchange Agents or altering any such agreements;  Agents means, in relation to the Notes,
the Principal Paying and Exchange Agent and the other Paying and Exchange
Agents or any of them;  Charged
Property means the property, assets and rights of the Issuer from
time to time secured by or pursuant to the Transaction Documents;  Conditions means the terms and conditions
set out in Schedule 1 as from time to time modified in accordance with this
Trust Deed and, with respect to any Notes represented by the Temporary Global
Note or the Global Note, as modified by the provisions of the  Exh 2.2-4 
   Temporary Global Note or the Global Note, as
the case may be. Any reference to a particularly numbered Condition shall be
construed accordingly;  Control
Agreement means an agreement of the same name dated 7 August 2003
between Deutsche Bank Trust Company Americas, the Issuer and the Trustee;  Coupon
means the bearer coupons relating to the Notes or, as the context may require,
a specific number of them and includes any replacement Coupons issued pursuant
to the Conditions;  Couponholder
means the bearer of a Coupon;  Custodian
Bank means Nordea Bank Sverige AB (publ);  Deposit
Account means the custody account referred to as such in the Share
Pledge Agreement provided by the Custodian Bank in the name of the Issuer in
respect of the Tele2 B Shares;  Event of Default means an event described
in Condition 14;  Extraordinary Resolution has the meaning
set out in Schedule 3;  Global Note means the permanent global
note which will represent the Notes, or some of them, after exchange of the
Temporary Global Note, or a portion of it, substantially in the form set out in
Part 2 of Schedule 2;  Guarantee
means the guarantee and indemnity of the Guarantor in Clause 6;  Noteholder means the bearer of a Note;  Notes
means notes substantially in the form set out in Schedule 1 comprising theSEK 2,555,994,000 5.00 per cent. Fixed and Additional Rate Guaranteed Secured
Mandatory Exchangeable Notes due 2006 constituted by this Trust Deed and for
the time being outstanding or, as the context may require, a specific number of
them and includes (except for the purposes of Clause 2.1) any replacement Notes
issued pursuant to the Conditions and (except for the purposes of Clause 3.1)
the Temporary Global Note and the Global Note;  outstanding means, in relation to the
Notes, all the Notes issued except (a) those which have been exchanged for the
relevant proportion of the Exchange Property per Note in accordance with the
Conditions including in the case of a Mandatory Exchange, those in respect of
which the date for redemption has occurred and the Relevant Proportion of
Exchange Property per Note (including any cash amount due to Noteholders) has
been duly paid or delivered to the Trustee or as the Trustee may direct, (b)
those in respect of which claims have become void, (c) those which have been
purchased by the Issuer or any of its Subsidiaries or affiliates and cancelled
as provided in the Conditions, (d) those mutilated or defaced Notes which have
been surrendered in exchange for replacement Notes, (e) (for the purpose only
of determining how many Notes are outstanding and without prejudice to their
status for any other purpose) those Notes alleged to have been lost, stolen or
destroyed and in respect of which replacement Notes have been issued and (f)
the Temporary Global Note to the extent that it shall have been exchanged for
the Global Note pursuant to its provisions, provided that for the purposes of
(1) ascertaining the right to attend and vote at any meeting of the Noteholders,
(2) the determination of how many Notes are outstanding for the purposes of the
Conditions and Schedule 3, (3) the exercise of any discretion, power or
authority which the Trustee is required, expressly or  Exh 2.2-5 
   impliedly, to exercise in or by reference to
the interests of the Noteholders and (4) the certification (where relevant) by
the Trustee as to whether any event, circumstances or matter is in its opinion
materially prejudicial to the interests of the Noteholders, those Notes which
are beneficially held by or on behalf of the Issuer, the Guarantor or any of
their respective subsidiaries and not cancelled shall (unless no longer so
held) be deemed not to remain outstanding;  Paying and
Exchange Agents means the banks (including the Principal Paying and
Exchange Agent) referred to as such in the Conditions or any Successor Paying
and Exchange Agents in each case at their respective specified offices;  Potential
Event of Default means any condition, event or act which, with the
lapse of time and/or the issue, making or giving of any notice, certification,
declaration, demand, determination and/or request and/or taking of any similar
action and/or the fulfilment of any similar condition, could constitute an
Event of Default;  Principal
Paying and Exchange Agent means the bank named as such in the
Conditions or any Successor Principal Paying and Exchange Agent;  Securities
Lending Agreement means a securities lending agreement dated 18
July 2003 made between the Issuer and Deutsche Bank AG London (as supplemented
and amended from time to time);  Security
means all or any of the security interests created or intended by the Issuer to
be created in favour of the Trustee by and pursuant to the Transaction
Documents;  specified office means, in relation to a
Paying and Exchange Agent, the office identified with its name at the end of
the Conditions or any other office approved by the Trustee and notified to
Noteholders pursuant to the Conditions;  Stock
Exchange means the Luxembourg Stock Exchange or any other or
further stock exchange(s) on which the Notes may from time to time be listed;  Subsidiary
has the meaning ascribed to it under Section 736 of the Companies Act 1985;  Successor means, in relation to the Paying
and Exchange Agents, such other or further person as may from time to time be
appointed by the Issuer and the Guarantor as a Paying and Exchange Agent with
the written approval of, and on terms approved in writing by, the Trustee and
notice of whose appointment is given to Noteholders pursuant to Clause 11.13;  Temporary Global Note means the temporary
global note which will represent the Notes on issue substantially in the form
set out in Part 1 of Schedule 2;  this Trust Deed means this Trust Deed (as
from time to time altered in accordance with this Trust Deed) and any other
document executed in accordance with this Trust Deed (as from time to time so
altered) and expressed to be supplemental to this Trust Deed;  Transaction
Documents means this Trust Deed, the Share Pledge Agreement, the
U.S. Security Agreement and the Control Agreement;  trust corporation means a trust
corporation (as defined in the Law of Property Act 1925) or a corporation
entitled to act as a trustee pursuant to applicable foreign legislation
relating to trustees; and  Exh 2.2-6 
   U.S.
Security Agreement means the security agreement governed by New
York law dated 7 August 2003 between the Issuer and the Trustee.  1.2Construction of Certain References:
References to:  1.2.1costs, charges, remuneration or expenses include any value added,
turnover or similar tax charged in respect thereof;  1.2.2SEK and Swedish  kronor
are to the lawful currency of the Kingdom of Sweden;  1.2.3U.S. dollars and U.S.$ are to the lawful currency of the
United States of America; and  1.2.4an action, remedy or method of judicial proceedings for the
enforcement of creditors rights include references to the action, remedy or
method of judicial proceedings in jurisdictions other than England as shall
most nearly approximate thereto.  1.3Headings: Headings shall be ignored in
construing this Trust Deed.  1.4Schedules: The Schedules are part of
this Trust Deed and have effect accordingly.  1.5Contracts (Rights of Third Parties) Act 1999:A person who is not a party to this Trust Deed has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Trust Deed, except to the extent (if any) that this Trust Deed expressly
provides for such Act to apply to any of its terms.  2Amount of the Notes and
Covenant of Compliance  2.1Amount of the Notes: The aggregate
principal amount of the Notes is limited to an amount not exceeding SEK
2,555,994,000.  2.2Covenant of Compliance: The Issuer
covenants with the Trustee that it will comply with, and perform and observe
all the provisions of the Conditions and of the Transaction Documents which are
expressed to be binding on it and covenants that it will on any date when the
Notes become due to be redeemed unconditionally deliver (or procure the
delivery of) the relevant proportion of the Exchange Property per Note together
with any cash sums payable in accordance with the Conditions to or to the order
of the Trustee and will (subject to the Conditions) until such delivery (both
before and after judgment) unconditionally pay to or to the order of the
Trustee interest on the U.S. dollar Equivalent Amount of the Notes as set out
in the Conditions provided that (1) payment of any sum due or delivery of any
Exchange Property in respect of the Notes made to the Principal Paying and
Exchange Agent as provided in the Agency Agreement shall, to that extent,
satisfy such obligation except to the extent that there is failure in its
subsequent payment or delivery to the relevant Noteholders or the Trustee under
the Conditions, (2) the delivery of Exchange Property and any payment made
after the due date or after accelerated maturity following an Event of Default
pursuant to Condition 14 will be deemed to have been made when the full amount
due has been received by the Principal Paying and Exchange Agent or the
Trustee, except to the extent that there is failure in its subsequent payment
to the relevant Noteholders or, as the case may be, the Trustee under the
Conditions and (3) every delivery of the relevant proportion of the Exchange
Property per Note (together with any cash sums payable in accordance with the
Conditions) to a Noteholder who has exercised Exchange Rights shall, to such
extent, satisfy the Issuers obligations in respect  Exh 2.2-7 
   of the relevant Note. The Trustee will hold
the benefit of these covenants on trust for the Noteholders.  2.3Discharge: Subject to Clause 2.4, any
payment to be made in respect of the Notes or the Coupons or any transfer or
delivery of Exchange Property to be made in respect of the Notes by the Issuer
or the Trustee may be made as provided in the Conditions and any payment, transfer
or delivery so made will (subject to Clause 2.4) to that extent be a good
discharge to the Issuer or the Trustee, as the case may be.  2.4Mandatory Exchange after a Default: At
any time after an Event of Default or a Potential Event of Default has occurred,
the Trustee may:  2.4.1by notice in writing to the Issuer, the Guarantor and the Agents,
require the Agents, until notified by the Trustee to the contrary, so far as
permitted by applicable law:  (i)to act
as Agents of the Trustee under this Trust Deed and the Notes on the terms of
the Agency Agreement (with consequential amendments as necessary and except
that the Trustees liability for the indemnification, remuneration and expenses
of the Agents will be limited to the amounts for the time being held by the
Trustee in respect of the Notes on the terms of this Trust Deed) and thereafter
to hold all Exchange Property, Notes, Coupons and all moneys, documents and
records held by them in respect of the Exchange Property, Notes and Coupons to
the order of the Trustee or  (ii)to
deliver all Notes and Coupons, all Exchange Property and all moneys, documents
and records held by them in respect of the Notes, Coupons or Exchange Property
to the Trustee or as the Trustee directs in such demand and  2.4.2on demand in writing to the Issuer and the Guarantor require them to
make all subsequent payments, transfers or deliveries of the Exchange Property
in respect of the Notes to or to the order of the Trustee and not to the
Principal Paying and Exchange Agent.  3Form of the Notes  3.1The Global Note: The Notes will
initially be represented by the Temporary Global Note in the principal amount
of SEK 2,555,994,000. Interests in the Temporary Global Note will be
exchangeable for the Global Note as set out in the Temporary Global Note. The
Global Note will be exchangeable for definitive Notes as set out in the Global
Note.  3.2The Definitive Notes: The definitive
Notes and Coupons will be security printed in accordance with applicable legal
and stock exchange requirements substantially in the forms set out in Schedule
1. The Notes will be endorsed with the Conditions.  3.3Signature: The Notes and Coupons will be
signed manually or in facsimile by two Directors of the Issuer and the Notes
will be authenticated by or on behalf of the Principal Paying and Exchange
Agent. The Issuer may use the facsimile signature of such persons who at the
date of this Trust Deed are Directors. Only Notes and Coupons so executed and
authenticated will be binding and valid obligations of the Issuer.  Exh 2.2-8 
   4Security  4.1Security Interests: The Issuer with full title guarantee and as continuing security
hereby:  4.1.1assigns by way of security in favour of the Trustee all its rights,
title and interest in and to the Securities Lending Agreement;  4.1.2assigns by way of security in favour of the Trustee all of the
Issuers rights, title and interest in and to the Agency Agreement including
the Issuers rights to any sums held by the Principal Paying and Exchange Agent
under or pursuant to the Agency Agreement to meet payments due in respect of
the Notes;  4.1.3charges by way of a first fixed charge in favour of the Trustee all
its rights, title and interest over the Tele2 B Shares which may be repaid by
Deutsche Bank AG London (otherwise than to the Deposit Account) pursuant to the
Securities Lending Agreement and all sums derived therefrom including without
limitation any right to delivery thereof or to an equivalent number or nominal
value thereof which arises in connection with any such assets being held in a
clearing system or through a custodian or other financial intermediary; and  4.1.4charges by way of a first fixed charge in favour of the Trustee, all
its rights, title and interest in all other property comprising Exchange
Property from time to time and which is not already subject to the Share Pledge
Agreement.  The Issuer covenants that it will give notice
to Deutsche Bank AG London both in its capacity as counterparty to the
Securities Lending Agreement and as Principal Paying and Exchange Agent of the
charges and/or assignments by way of Security created by this Trust Deed. As at
the date of the Trust Deed, the Issuer covenants that all of the Tele2 B Shares
have been lent (and delivered) to Deutsche Bank AG London under the terms of
the Securities Lending Agreement on or before the date hereof.  The Security created pursuant to Clauses
4.1.1 to 4.1.4 and pursuant to the Share Pledge Agreement is granted to the
Trustee (as trustee for itself and the Noteholders) as continuing security for
the Issuers obligations in respect of (i) the Exchange Rights pursuant to
Condition 6, (ii) redemption of the Notes and delivery of the Exchange Property
pursuant to Conditions 5(a) and (c) (other than in any such case payments of
any Accrued Interest or Discounted Interest Amount) and (iii) in respect of
Additional Interest Amounts.  The Issuer confirms that the Security created
pursuant to the U.S. Security Agreement and the Control Agreement is pledged to
the Trustee (as trustee for itself, the Noteholders and the Couponholders) as
continuing security to secure the due and punctual payment of the Issuers
obligations in respect of payment of the Fixed Interest Amounts, Accrued
Interest and Discounted Interest Amounts.  The Trustee shall be entitled to retain the
Security constituted by the Transaction Documents until the date (the release date) on which the obligations of
the Issuer under the Transaction Documents have been unconditionally performed
or paid and discharged in full, as the case may be. The Trustee may only
release the Security constituted by the Transaction Documents prior to the
release date in accordance, and in order to comply with, this Trust Deed and
the Conditions. In particular, and without limitation, the Trustee will release
the Security over the relevant Charged Property to the extent that:  Exh 2.2-9 
   (a)the
Issuer is required to deliver Exchange Property as a result of either the
exercise of a Noteholder of its Exchange Rights pursuant to Condition 6 or
redemption of the Notes pursuant to Condition 5(a) or Condition 5(c);  (b)the
Issuer is required to make a payment of Accrued Interest or Discounted Interest
Amounts pursuant to the Conditions; or  (c)the
Issuer is required to make payment of Fixed Interest Amounts pursuant to the
terms of the Conditions.  Upon delivery of the Exchange Property
pursuant to the Conditions, the Issuers Specified Proportion of the Exchange
Property per Note shall cease to be part of the Exchange Property and shall be
released from the Security, and shall be retained or delivered to the Issuer.  4.2Covenants:  4.2.1For so long as the Charged Property remains subject to the Security
constituted by the relevant Transaction Document, the Issuer hereby agrees that
it shall not deal with the Exchange Securities and any of the Exchange Property
except strictly in accordance with the terms of the Transaction Documents and
the Securities Lending Agreement. The Issuer further covenants that it shall
take all steps to ensure that the Exchange Property is preserved and that all
additional and/or alternative amounts and property which falls to be added to
the Exchange Property shall be so added as and when provided for in the
Conditions and shall take such action as the Trustee may require to create
Security over the same.  4.2.2For so long as the Charged Property remains subject to the Security
constituted by the relevant Transaction Document, the Issuer shall comply with
and perform all its obligations under the Transaction Documents and the
Securities Lending Agreement and shall not agree to any amendment, variation or
termination of any of the Transaction Documents and the Securities Lending Agreement
save, prior to any Security becoming enforceable, for any such amendment,
variation or termination which has the sanction of an Extraordinary Resolution
or which has the prior written consent of the Trustee (if in the Trustees
opinion the interests of the Noteholders will not be materially prejudiced
thereby).  4.3Liability in respect of Charged Property: The Trustee shall not be responsible for, nor shall it have any
liability with respect to any loss or theft or reduction in value of any of the
Charged Property and shall not be obliged to insure the same and shall have no
responsibility or liability arising from the fact that the same will (if
applicable) be held in safe custody. The Trustee shall not be responsible for
the validity, value, sufficiency and enforceability (which the Trustee has not
investigated) of the Security.  4.4Rights of the Issuer: Until any Security
becomes enforceable the Issuer may, with the sanction of an Extraordinary
Resolution or with the prior written consent of the Trustee:  4.4.1take such action in relation to the Charged Property as it may think
expedient; and  4.4.2exercise the rights incidental to the ownership of the Charged
Property and, in particular (but without limitation and without responsibility
for their exercise) any voting rights in respect of such property and all
rights to enforce it.  The Issuer will not exercise any rights with
respect to any Charged Property unless (i) it is so permitted by Condition 9(a)
or (ii) it has the consents referred to above or is directed to  Exh 2.2-10 
   do so by an Extraordinary Resolution and, if
such direction or consent is given, the Issuer will act only in accordance with
such direction or consent.  4.5Enforcement of Security: The Security
shall become enforceable upon the Notes becoming immediately due and redeemable
following the occurrence of an Event of Default in accordance with Condition
14.  4.6Trustee taking possession of Charged  Property: At any time after any Security shall have become
enforceable, the Trustee shall if so requested in writing by holders of at
least onequarter in principal amount of the outstanding Notes or if so
directed by an Extraordinary Resolution, and otherwise in its discretion may, (in
each case subject to it having been indemnified to its satisfaction against any
loss, liability, cost, claim, action, demand or expense which may be incurred
or made against it in connection therewith) enforce the Security. To do this it
may, at its discretion, take possession of all or part of the Charged Property
over which the Security shall have become enforceable and may in its discretion
sell, call in, collect and convert into money all or part of the Charged
Property in such manner and on such terms as it shall think fit. The power of
sale under Section 101 of the Law of Property Act 1925 (but without the
restrictions imposed by Sections 93 and 103 of such Act) shall apply and have
effect on the basis that the Trustee is a mortgagee exercising the power of
sale conferred on mortgagees by that Act with limited title guarantee.  4.7Discharge: The Trustees receipt for any
moneys paid to it shall discharge the person paying them and such person shall
not be responsible for their application.  4.8Appointment of Receiver: At any time
after the Security constituted by the Transaction Documents becomes
enforceable, the Trustee may in writing appoint a receiver of all or part of
the Charged Property and may remove any receiver so appointed and appoint another
in his place. No delay or waiver of the right to exercise these powers shall
prejudice their future exercise. Subject as aforesaid, the following provisions
shall have effect:  4.8.1such appointment may be made before or after the Trustee shall have
taken possession of all or part of the relevant Charged Property;  4.8.2such receiver may be vested by the Trustee with such powers and
discretions as the Trustee may think expedient including, without limitation,
all the powers set out in Schedule 1 to the Insolvency Act 1986 and may sell,
concur in selling, assign or release any of the relevant Charged Property
without restriction and on such terms as he may think fit and may effect any
such transaction in the name or on behalf of the Issuer or otherwise;  4.8.3such receiver shall in the exercise of his functions conform to the
regulations from time to time made by the Trustee;  4.8.4the Trustee may from time to time fix such receivers remuneration
and direct its payment out of moneys accruing to it in the exercise of his
powers as such receiver;  4.8.5the Trustee may from time to time and at any time require such
receiver to give security for the due performance of his duties as receiver and
may fix the nature and amount of the security to be given. The Trustee need
not, however, in any case require any such security nor shall it be responsible
for its adequacy or sufficiency;  Exh 2.2-11 
   4.8.6all moneys received by such receiver shall be paid over to the
Trustee unless the Trustee directs otherwise;  4.8.7such receiver shall be the Issuers agent for all purposes. The
Issuer alone shall be responsible for its acts, defaults and misconduct and
none of the Trustee or the Noteholders shall incur any liability therefor; and  4.8.8none of the Trustee or the Noteholders shall be responsible for any
misconduct or negligence on the part of any such receiver.  4.9Perfecting the Security: The Issuer
shall take such action as the Trustee may reasonably require (1) to perfect or
protect the Security created or intended to be created by or pursuant to the
Transaction Documents over the Charged Property and (2) from time to time and
at any time after the Security constituted by or pursuant to the Transaction
Documents shall have become enforceable to facilitate the realisation of such
Security and the exercise of the functions of the Trustee or any receiver of
any such Charged Property. A certificate from the Trustee to the effect that a
particular action is reasonably required by it shall be conclusive evidence of
that fact.  4.10Ability to Borrow on Charged Property:
At any time after the Security constituted by the Transaction Documents becomes
enforceable, the Trustee may at its discretion raise and borrow money on the
security of the Charged Property or any part of it in order to defray moneys,
costs, charges, losses and expenses paid or incurred by it in relation to the
Trust Deed (including the costs of realising any security and the remuneration
of the Trustee) or in exercise of any of its functions pursuant to the Trust
Deed. The Trustee may raise and borrow such money on such terms as it shall
think fit and may secure its repayment with interest by mortgaging or otherwise
charging all or part of the Charged Property whether or not in priority to the
Security constituted by or pursuant to the Transaction Documents and generally
in such manner and form as the Trustee shall think fit and for such purposes
may take such action as it shall think fit.  4.11Attorney: The Issuer irrevocably
appoints the Trustee and every receiver of any Charged Property appointed
pursuant to the Trust Deed to be severally its attorney (with full power of
substitution) on its behalf and in its name to do anything which the Issuer
ought to do under the Transaction Documents and generally to exercise all or
any of the functions of the Trustee or any such receiver. The Issuer ratifies
and confirms and agrees to ratify and confirm whatever any such attorney shall
do or purport to do in the exercise or purported exercise of such functions.  4.12Liability of Trustee: Neither the
Trustee nor any such receiver or any attorney or agent of the Trustee shall by
reason of taking possession of any Charged Property or any other reason and
whether or not as mortgagee in possession be liable to account for anything
except actual receipts or be liable for any loss or damage arising from the
realisation of such Charged Property or from any act or omission in relation to
such Charged Property or otherwise unless such loss or damage shall be caused
by its own fraud.  4.13Powers additional to LPA 1925: The
powers conferred by this Trust Deed in relation to the Charged Property on the
Trustee or on any receiver of any such property shall be in addition to those
conferred on mortgagees or receivers under the Law of Property Act 1925. If
there is any ambiguity or conflict between the powers contained in that Act and
those conferred by this Trust Deed, the terms of this Trust Deed shall prevail.  Exh 2.2-12 
   4.14Dealings with Trustee: No one dealing
with the Trustee or any receiver of any of the Charged Property appointed by
the Trustee need enquire whether any of the powers, authorities and discretions
conferred by or pursuant to this Trust Deed in relation to such property are or
may be exercisable by the Trustee or such receiver or as to the propriety or
regularity of acts purporting or intended to be in exercise of any such powers.
The protection to purchasers contained in Sections 104 and 107 of the Law of
Property Act 1925 shall apply to anyone dealing with the Trustee or such
receiver as if the statutory powers of sale and of appointing a receiver in
relation to the Charged Property had not been varied or extended by this Trust
Deed.  5Stamp Duties  The Issuer will pay any stamp, issue,
documentary, transfer and registration taxes and duties or other taxes and
duties equivalent thereto, including interest and penalties, payable in the
United Kingdom, Luxembourg or the Kingdom of Belgium in respect of the
creation, issue and offering of the Notes and Coupons and the execution or
delivery of this Trust Deed. The Issuer will also indemnify the Trustee and the
Noteholders and Couponholders from and against all stamp, issue, documentary,
transfer and registration or other taxes paid by any of them in any
jurisdiction in connection with any action taken by or on behalf of the Trustee
or, as the case may be, the Noteholders or the Couponholders (where permitted
or required under this Trust Deed to take any such action) to enforce the
Issuers or the Guarantors obligations under this Trust Deed, the Notes or the
Coupons.  6Guarantee and Indemnity  6.1Guarantee: The Guarantor unconditionally
and irrevocably guarantees that if the Issuer does not pay any sum payable by
it by way of Fixed Interest Amounts, Accrued Interest, Discounted Interest
Amounts or, as the case may be, Additional Interest Amounts, in each case by
the time and on the date specified for such payment (whether on the normal due
date, on acceleration or otherwise), the Guarantor will pay that sum to or to
the order of the Trustee, in the manner provided in Clause 2.2 (or if in
respect of sums due under Clause 12, in London in pounds sterling in immediately
available funds) before close of business on that date in the city to which
payment is so to be made. Clause 2.2.(1), 2.2.(2) and 2.2(3) will apply (with
consequential amendments as necessary) to such payments other than those in
respect of sums due under Clause 11. All payments under the Guarantee by the
Guarantor will be made subject to Condition 12.  6.2Guarantor as Principal Debtor: As
between the Guarantor and the Trustee, the Noteholders and the Couponholders
but without affecting the Issuers obligations, the Guarantor will be liable
under this Clause as if it were the sole principal debtor and not merely a
surety. Accordingly, it will not be discharged, nor will its liability be
affected, by anything which would not discharge it or affect its liability if
it were the sole principal debtor (including (1) any time, indulgence, waiver
or consent at any time given to the Issuer or any other person, (2) any
amendment to any other provisions of this Trust Deed or to the Conditions or to
any security or other guarantee or indemnity, (3) the making or absence of any
demand on the Issuer or any other person for payment, (4) the enforcement or
absence of enforcement of this Trust Deed, the Notes or the Coupons or of any
security or other guarantee or indemnity, (5) the taking, existence or release
of any security, guarantee or indemnity, (6) the dissolution, amalgamation,
reconstruction or reorganisation of the Issuer or any other person or (7) the
illegality, invalidity or unenforceability of or any  Exh 2.2-13 
   defect in any provision of this Trust Deed,
the Notes or the Coupons or any of the Issuers obligations under any of them).  6.3Guarantors Obligations Continuing: The
Guarantors obligations under this Trust Deed are and will remain in full force
and effect by way of continuing security until no sum remains payable under
this Trust Deed, the Notes or the Coupons. Furthermore, those obligations of
the Guarantor are additional to, and not instead of, any security or other
guarantee or indemnity at any time existing in favour of any person, whether
from the Guarantor or otherwise and may be enforced without first having
recourse to the Issuer, any other person, any security or any other guarantee
or indemnity. The Guarantor irrevocably waives all notices and demands of any
kind.  6.4Exercise of Guarantors Rights: So long
as any sum remains payable or Exchange Property remains deliverable under this
Trust Deed, the Notes or the Coupons:  6.4.1any right of the Guarantor, by reason of the performance of any of
its obligations under this Clause, to be indemnified by the Issuer or to take
the benefit of or to enforce any security or other guarantee or indemnity will
be exercised and enforced by the Guarantor only in such manner and on such
terms as the Trustee may require or approve; and  6.4.2any amount received or recovered by the Guarantor (a) as a result of
any exercise of any such right or (b) in the dissolution, amalgamation,
reconstruction or reorganisation of the Issuer will be held in trust for the
Trustee and immediately paid to the Trustee and the Trustee will hold it on the
trusts set out in Clause 7.  6.5Suspense Accounts: Any amount received
or recovered by the Trustee (otherwise than as a result of a payment by the
Issuer to the Trustee in accordance with Clause 2) in respect of any sum
payable by the Issuer under this Trust Deed, the Notes or the Coupons may be
placed in a suspense account and kept there for so long as the Trustee thinks
fit.  6.6Avoidance of Payments: The Guarantor
shall on demand indemnify the Trustee, each Noteholder and each Couponholder
against any cost, loss, expense or liability sustained or incurred by it as a
result of it being required for any reason (including any bankruptcy,
insolvency, winding-up, dissolution, or similar law of any jurisdiction) to
refund all or part of any amount received or recovered by it in respect of any
sum payable by the Issuer by way of Fixed Interest Amounts, Accrued Interest,
Discounted Interest Amounts or, as the case may be, Additional Interest
Amounts, in each case and shall in any event pay to it on demand the amount as
refunded by it.  6.7Debts of Issuer: If any moneys become
payable by the Guarantor under this Guarantee, the Issuer will not (except in
the event of the liquidation of the Issuer) so long as any such moneys remain
unpaid, pay any moneys for the time being due from the Issuer to the Guarantor.  6.8Indemnity: As separate, independent and
alternative stipulations, the Guarantor unconditionally and irrevocably agrees
(1) that any sum which, although expressed to be payable by the Issuer by way
of Fixed Interest Amounts, Accrued Interest, Discounted Interest Amounts or, as
the case may be, Additional Interest Amounts, in each case, is for any reason
(whether or not now existing and whether or not now known or becoming known to
the Issuer, the Guarantor, the Trustee or any Noteholder or Couponholder) not
recoverable from the Guarantor on the basis of a guarantee will nevertheless be
recoverable from it as if it were the sole principal debtor and will be paid by
it to the Trustee  Exh 2.2-14 
   on demand and (2) as a primary obligation to
indemnify the Trustee, each Noteholder and each Couponholder against any loss
suffered by it as a result of any sum expressed to be payable by the Issuer
under this Trust Deed, the Notes or the Coupons not being paid on the date and
otherwise in the manner specified in this Trust Deed or any payment obligation
of the Issuer under this Trust Deed, the Notes or the Coupons being or becoming
void, voidable or unenforceable for any reason (whether or not now existing and
whether or not now known or becoming known to the Trustee, any Noteholder or
any Couponholder), the amount of that loss being the amount expressed to be
payable by the Issuer in respect of the relevant sum.  6.9Subrogation of the Guarantor: The Guarantor shall be subrogated to the rights of the Noteholders
against the Issuer in respect of any amounts paid by the Guarantor provided
that the Guarantor shall not without the prior consent of the Trustee be
entitled to enforce, or to receive any payments arising out of or based upon or
prove in any insolvency or winding up of the Issuer in respect of, such right
of subrogation until such time as the principal of and interest on all
outstanding Notes and all other amounts due or Exchange Property under this
Trust Deed and the Notes have been paid in full or delivered. Furthermore,
until such time as aforesaid, the Guarantor shall not take any security or
counter indemnity from the Issuer in respect of the Guarantors obligations
under this Clause 6. Any amount received or recovered by the Guarantor in the
exercise of any of its rights against the Issuer will be held in trust for the
Trustee and immediately paid to the Trustee and the Trustee will hold it on the
trusts set out in Clause 7.  7Application of Moneys
Received by the Trustee  7.1Pre-Enforcement: Save for any moneys
received in connection with the realisation or enforcement of all or part of
the Security constituted by or pursuant to this Trust Deed, all moneys received
by the Trustee in respect of the Notes or amounts payable under this Trust Deed
will, despite any appropriation of all or part of them by the Issuer or the
Guarantor, be held by the Trustee on trust to apply them (subject to Clause 6.5
and Clause 7.4):  7.1.1first, in payment of all costs, charges, expenses and liabilities
properly incurred by the Trustee (including remuneration payable to it) in
carrying out its functions under this Trust Deed;  7.1.2secondly, in payment of any amounts owing in respect of the Notes
and Coupons pari
passu
and rateably; and  7.1.3thirdly, in payment of any balance to the Issuer for itself or, if
any moneys were received from the Guarantor and to the extent of such moneys,
the Guarantor.  If the Trustee holds any moneys in respect of
Notes or Coupons which have become void or in respect of which claims have
become prescribed, the Trustee will hold them on these trusts.  7.2Post Enforcement (Exchange Rights):The Trustee shall
apply all moneys received by it under the Transaction Documents in connection
with the realisation or enforcement of the Security in respect of Exchange
Rights constituted thereby on trust to apply them as follows:  7.2.1firstly, in payment or satisfaction of the fees, costs, charges,
expenses and liabilities incurred by the Trustee or any receiver in preparing
and executing the  Exh 2.2-15 
   trusts hereunder (including any taxes
required to be paid, the costs of realising any Security in respect of Exchange
Rights and the Trustees remuneration);  7.2.2secondly, in or towards payment or discharge or satisfaction pari passuof all amounts due and
obligations in respect of the Exchange Rights; and  7.2.3thirdly, in payment of any balance to the Issuer itself, or if any
moneys were received from the Guarantor and to the extent of such moneys, the
Guarantor.  The Trustee shall promptly pay to the Issuer
any moneys it shall hold which represent principal or interest in respect of
Notes or Coupons which have become void or in respect of which claims have
become prescribed subject to payment or provision for the payment or satisfaction
of the costs, charges, expenses and liabilities and the remuneration of the
Trustee.  7.3Post Enforcement (Interest): The Trustee shall apply all moneys received by it under the
Transaction Documents in connection with the realisation or enforcement of the
Security in respect of payments of cash sums (including interest amounts)
constituted thereby on trust to apply them as follows:  7.3.1firstly, in payment or satisfaction of the fees, costs, charges,
expenses and liabilities incurred by the Trustee or any receiver in preparing
and executing the trusts hereunder (including any taxes required to be paid,
the costs of realising any Security in respect of payments of cash sums
(including interest amounts) and the Trustees remuneration);  7.3.2secondly, or towards payment or discharge or satisfaction pari passuof all amounts due and
obligations in respect of payments of cash sums (including interest amounts);
and  7.3.3thirdly, in payment of any balance to the Issuer itself, or if any
moneys were received from the Guarantor and to the extent of such moneys, the
Guarantor.  The Trustee shall promptly pay to the Issuer
any moneys it shall hold which represent principal or interest in respect of
Notes or Coupons which have become void or in respect of which claims have
become prescribed subject to payment or provision for the payment or
satisfaction of the costs, charges, expenses and liabilities and the
remuneration of the Trustee.  7.4Accumulation:If the amount of the moneys at any time available for payment in
respect of the Notes under Clause 7.1 is less than 10 per cent of the nominal
amount of the Notes then outstanding, the Trustee may, at its discretion,
invest such moneys. The Trustee may retain such investments and accumulate the
resulting income until the investments and the accumulations, together with any
other funds for the time being under its control and available for such
payment, amount to at least 10 per cent of the nominal amount of the Notes then
outstanding and then such investments, accumulations and funds (after deduction
of, or provision for, any applicable taxes) shall be applied as specified in
Clause 7.1.  7.5Investment: Moneys held by the Trustee
may be invested in its name or under its control in any investments or other
assets anywhere whether or not they produce income or deposited in its name or
under its control at such bank or other financial institution in such currency
as the Trustee may, in its absolute discretion, think fit. If that bank or
institution is the Trustee or a subsidiary, holding or associated company of
the Trustee, it need only  Exh 2.2-16 
   account for an amount of interest equal to
the standard amount of interest payable by it on such a deposit to an independent
customer. The Trustee may at any time vary or transpose any such investments or
assets or convert any moneys so deposited into any other currency, and will not
be responsible for any resulting loss, whether by depreciation in value, change
in exchange rates or otherwise.  8Covenant to Comply with
Provisions  Each of the Issuer and the Guarantor hereby
covenant with the Trustee that it will comply with and perform and observe all
the provisions of the Conditions, the Transaction Documents and the Agency
Agreement which are binding on it and that it will give effect to the Exchange
Rights provided that any transfer and delivery of the relevant proportion of
the Exchange Property to or to the order of a Noteholder who has exercised his
Exchange Right in relation to a Note, in accordance with the Conditions, shall
satisfy such obligation to give effect to the Exchange Rights. The Conditions
shall be binding on the Issuer, the Guarantor, the Noteholders and the
Couponholders. The Trustee shall be entitled to enforce the obligations of the
Issuer or the Guarantor, as the case may be, under the Notes and the Conditions
as if the same were set out and contained in this Trust Deed. The Trustee shall
also be entitled to exercise the powers and discretions expressed to be
conferred on it by the Notes and the Conditions as if the same were set out and
contained in this Trust Deed. This Trust Deed shall be read and construed as
one document with the Notes.  9Exchange  9.1Delivery of Exchange Property to Trustee: In the event of a Mandatory Exchange where the Exchange Notice and
the relevant Note or Notes are not delivered to the specified office of a
Paying and Exchange Agent no later than 6 Business Days prior to the relevant
Settlement Date, the Issuer will deliver the relevant Exchange Property and any
cash amount (other than a Fixed Interest Amount) to the Trustee or as the
Trustee may direct on the relevant Settlement Date.  9.2Sale of Exchange Property: The Trustee
shall sell or shall arrange for such Exchange Property referred to in Clause
9.1, to be sold as soon as practicable and shall have no responsibility for any
loss occasioned by such sale. The Trustee shall distribute the net proceeds of
the sale (converted where practicable into Swedish kronor and after the
deduction by the Trustee of any amount which it determines in its discretion to
be payable in respect of its liability to taxation and the payment of any
capital, stamp, issue or registration duties and any costs incurred by the
Trustee in connection with the allotment and sale of such Exchange Property) to
the holders of the relevant Notes in accordance with Condition 10(a) and Clause
7 or in such other manner as the Trustee shall determine and notify to
Noteholders in accordance with Condition 18. The Trustee shall have no
obligation or liability to any person in respect of any sale of Exchange
Property whether for the timing of such sale or the price at which any such
Exchange Property is sold or the inability to sell any such Exchange Property,
or the rate at which the net proceeds of any such sale are converted into
Swedish kronor.  9.3Adjustment to Exchange Property: The
composition of the Exchange Property shall be adjusted upwards or downwards in
accordance with Condition 8 or in accordance with Condition 9.  Exh 2.2-17 
   9.4Dividends from Exchange Property:
Subject to the Security becoming enforceable, any dividends and other
distributions derived by the Issuer from the Tele2 B Shares or other Exchange
Securities comprised in the Exchange Property shall be dealt with by the Issuer
in accordance with the Conditions.  9.5Determination
of Calculation Agent: If any doubt shall arise as to whether an Adjustment Event has occurred,
or as to the adjustment to be made to the composition of the Exchange Property
or as to the Exchange Property per Note, a determination by the Calculation
Agent (having first consulted with the Expert) in respect thereof shall (save
in the case of manifest error) be final and binding on all concerned.  9.6Selection of Expert: If the Calculation
Agent after consultation with the Issuer fails to select an investment bank or
independent appraiser, in each case of international repute, when required to
do so for the purposes of the Conditions and such failure continues for a
reasonable period (as determined by the Trustee), the Trustee shall be entitled
to select such bank or appraiser and any costs, fees or expenses that the
Trustee incurs in so doing shall be for the account of the Issuer.  10Covenants relating to
Exchange Rights and Mandatory Exchange  The Issuer hereby undertakes to and covenants
with the Trustee that it will (save with the approval of an Extraordinary
Resolution or with the approval of the Trustee where, in the opinion of the
Trustee, it is not materially prejudicial to the interests of the Noteholders
to give such approval) observe all its obligations under the Conditions and
this Trust Deed with respect to Exchange Rights and Mandatory Exchange and in
addition it shall:  10.1Delivery of Exchange Property: comply with its obligations to deliver Exchange Property
(including all additional amounts which fall to be added) in accordance with
the instructions set out in any Exchange Notice or, as the case may be, as
specified by the Trustee, on exercise of Exchange Rights or a Mandatory
Exchange in accordance with this Trust Deed, the Conditions and the Agency
Agreement;  10.2Record of Exchange Property: at all times maintain a record clearly identifying the composition
of the Exchange Property and allow the Trustee and any person appointed by it
to whom the Issuer shall have no reasonable objection free access to such
record at all reasonable times;  10.3Changes to the Exchange Rights: on each occasion that the Exchange Property and/or the Exchange
Rights fall to be adjusted in accordance with the Conditions or this Trust Deed
or a calculation or valuation falls to be made in respect thereof, and at any
other time at the request of the Trustee, forthwith determine (or cause to be
determined) the Exchange Property and/or Exchange Rights and, as soon as
reasonably practicable thereafter, notify the Trustee and the Noteholders in
accordance with this Trust Deed and the Conditions of any change in the
composition and nature of the Exchange Property or any adjustment to the
Exchange Rights, including, but not limited to, the circumstances requiring
such change or adjustment, details of the Exchange Securities (as defined in
the Conditions) or other Exchange Property, as the case may be, which,
following such change, the holder of a Note will be entitled to receive upon
exercise of Exchange Rights, and the date from which it shall become, or
became, effective and such other or further information as the Trustee may from
time to time reasonably request; and  10.4Notices relating to Exchange
Property: in the circumstances described in Clause
10.3, send or procure to be sent to the Trustee (in addition to any copies to
which it may be  Exh 2.2-18 
   entitled as a holder of any securities of the
Issuer) two copies of all notices, statements and circulars which are received
by it or any of its subsidiaries to which the beneficial ownership of the
Exchange Property may be transferred in its or their capacity as legal or
beneficial owner of any Exchange Securities and which contain information
having or which may have a material bearing on the matters described in Clause
10.3 as soon as practicable, but in any event not later than seven days after
the date of receipt thereof.  11General Covenants  So long as any Note remains outstanding, the
Issuer and the Guarantor each covenants with the Trustee that it shall:  11.1Conduct of Affairs: at all times carry
on and conduct its affairs in a proper and efficient manner;  11.2Opinions etc: use all reasonable endeavours to give or procure
to be given to the Trustee such opinions, certificates, information and
evidence as the Trustee shall require and in such form as it shall require for
the purpose of the discharge or exercise of the duties, trusts, powers,
authorities and discretions vested in it under this Trust Deed or by operation
of law;  11.3Books of Account:at all times keep such
proper books of account as may be necessary to comply with all applicable laws
and so as to enable the financial statements of the Issuer and the Guarantor to
be prepared and allow the Trustee and any person appointed by the Trustee free
access to such books of account upon reasonable notice and at all reasonable
times during normal business hours;  11.4Financial Statements:send to the
Trustee (in addition to any copies to which the Trustee may be entitled as a
holder of any securities of the Issuer) two copies in English of all annual
financial statements and every notice of a general meeting and every other
document issued by it or sent to its shareholders together with any of the
foregoing, and every document issued or sent to holders of securities other
than its shareholders (including the Noteholders) as soon as reasonably
practicable after the issue or publication thereof;  11.5Notice of Events of Default:forthwith
give notice in writing to the Trustee on becoming aware of the occurrence of
any Event of Default or Potential Event of Default;  11.6Certificate of Directors:give to the
Trustee (a) within fourteen days after demand by the Trustee therefor and (b)
(without the necessity for any such demand) promptly after the publication of
its audited accounts in respect of each financial period commencing with the
financial period ending 31 December 2003 and in any event not later than 180
days after the end of each such financial period a certificate of the Issuer
or, as the case may be, the Guarantor signed by two Directors to the effect
that, having made all reasonable enquiries, as at a date not more than seven
days before delivering such certificate (the relevant date) there did not
exist and had not existed since the relevant date of the previous certificate
(or, in the case of the first such certificate, the date hereof) any Event of
Default or Potential Event of Default (or if such exists or existed giving
details of the same) and that during the period from and including the relevant
date of the last such certificate (or, in the case of the first such
certificate, the date hereof) to and including the relevant date of such
certificate each of the Issuer and the Guarantor has complied with all its
obligations contained in this Trust Deed or (if such is not the case)
specifying the respects in which it has not complied;  Exh 2.2-19 
   11.7Further Acts:so far as permitted by
applicable law, at all times execute all such further documents and do all such
further acts and things as may be necessary at any time or times in the opinion
of the Trustee to give effect to this Trust Deed and the Exchange Rights;  11.8Paying and Exchange Agents: at all times
maintain Paying and Exchange Agents in accordance with the Conditions;  11.9Notice of Non-payment of Full Amount: use all reasonable endeavours to procure that the Principal Paying and Exchange Agent shall notify
the Trustee as soon as practicable thereafter in the event that it does not, on
or before the due date for any payment (including the delivery of Exchange
Property) in respect of the Notes or Coupons or any of them, receive
unconditionally pursuant to the Agency Agreement payment of the full amount in
the relevant currency of the moneys payable on such due date on all such Notes
or Coupons, as the case may be;  11.10Notice of Late Payment:in the event of
the unconditional payment to the Principal Paying and Exchange Agent of any sum
due in respect of the Notes or Coupons or any of them being made after the due
date for payment thereof forthwith give or procure to be given notice to the
relevant Noteholders in accordance with Condition 18 that such payment has been
made;  11.11Redemption/Repayment of Notes:not less
than the number of days specified in the relevant Condition prior to the
redemption or repayment date in respect of any Note, give to the Trustee notice
in writing of the amount of such redemption or repayment pursuant to the
Conditions;  11.12Listing of Notes:in the case of the Issuer only,use
all reasonable endeavours to obtain and/or maintain the listing of the Notes on
the Luxembourg Stock Exchange or, if it is unable to do so having used such
endeavours or if the maintenance of such listing is agreed by the Trustee to be
unduly burdensome or impractical, instead use its reasonable endeavours to
obtain and maintain an admission to listing and/or trading of the Notes with or
on such other listing authority or listing authorities or stock exchange or
exchanges or securities market or markets as it may (with the prior written
approval of the Trustee) decide and shall also upon obtaining a quotation or
listing of the Notes on such other stock exchange or exchanges or securities
market or markets enter into a trust deed supplemental to this Trust Deed to
effect such consequential amendments to this Trust Deed as the Trustee may
require or as shall be requisite to comply with the requirements of any such
stock exchange or securities market;  11.13Change in Agents:give notice to the
Noteholders in accordance with Condition 18 of any appointment, resignation or
removal of any Paying and Exchange Agent after having obtained the approval of
the Trustee thereto or any change of any Paying and Exchange Agents specified
office and (except as provided by the Agency Agreement or the Conditions) at
least 30 days prior to such event taking effect;  11.14Notices to Noteholders:send or procure
to be sent to the Trustee not less than seven days prior to the date of
publication, for the Trustees approval, one copy of each notice to be given to
the Noteholders in accordance with Condition 18 (such approval, unless so
expressed, not to constitute approval for the purposes of Section 21 of the
Financial Services and Markets Act 2000 (the FSMA)
of any such notice which is a communication within the meaning of Section 21 of
the FSMA) and not publish such notice without such approval and, upon
publication, send to the Trustee two copies of such notice;  Exh 2.2-20 
   11.15Compliance:comply with and perform all
its obligations under the Transaction Documents, the Securities Lending
Agreement and the Agency Agreement and use all reasonable endeavours to procure
that the parties to such Transaction Documents, the Securities Lending
Agreement and the Agency Agreement comply with and perform all their respective
obligations thereunder (and in the case of the Paying and Exchange Agents,
comply with any notice given by the Trustee pursuant to Clause 2.4) and not
make any amendment or modification to such Transaction Documents, the
Securities Lending Agreement and the Agency Agreement without the prior written
approval of the Trustee;  11.16Notes held by Issuer etc.:in order to
enable the Trustee to ascertain the principal amount of Notes for the time
being outstanding for any of the purposes referred to in the proviso to the
definition of outstanding in Clause 1, deliver to the Trustee forthwith
upon being so requested in writing by the Trustee a certificate in writing
signed by two Directors of the Issuer or, as the case may be, the Guarantor
setting out the total number and aggregate principal amount of Notes which:  11.16.1up to and including the date of such certificate have been purchased
by or on behalf of the Issuer or the Guarantor or any of their respective
subsidiaries and cancelled; and  11.16.2are at the date of such certificate held by, for the benefit of, or
on behalf of the Issuer or the Guarantor or any of their respective
subsidiaries;  11.17Inspection of Agency Agreement:use all
reasonable endeavours to procure that each of the Agents makes available for
inspection by holders of the Notes at its specified office copies of this Trust
Deed, the Agency Agreement and the then latest audited balance sheet and profit
and loss account (consolidated if applicable) of the Guarantor;  11.18Tax Event and Offer: as soon as reasonably practicable give notice to the Trustee on
the occurrence of a Tax Event or after an Offer is made pursuant to Conditions
6(b) and 6(c), respectively; and  11.19Trustees Functions:so far as permitted
by applicable law, regulations and any stock exchange requirements by which the
Issuer is bound, give to the Trustee such information as it reasonably requires
for the performance of its functions.  12Remuneration and
Indemnification of the Trustee  12.1Normal Remuneration: So long as any Note
is outstanding the Issuer will pay the Trustee as remuneration for its services
as Trustee such sum on such dates in each case as they may from time to time
agree. Such remuneration will accrue from day to day from the date of this
Trust Deed up to the date when all the Notes having become due for redemption,
the redemption moneys to the date of redemption have been paid to the Principal
Paying and Exchange Agent or the Trustee. However, if any payment to a
Noteholder or a Couponholder of moneys due and/or delivery of any Exchange
Property due in respect of any Note or Coupon is improperly withheld or
refused, such remuneration will again accrue as from the date of such
withholding or refusal until payment and/or delivery to such Noteholder or
Couponholder is duly made.  12.2Extra Remuneration: If an Event of
Default or Potential Event of Default shall have occurred or if the Trustee
finds it expedient or necessary or is requested by the Issuer to undertake
duties which they both agree to be of an exceptional nature or otherwise
outside the scope of the Trustees normal duties under this Trust Deed, the
Issuer will pay such  Exh 2.2-21 
   additional remuneration as they may agree or,
failing agreement as to any of the matters in this sub-Clause (or as to such
sums referred to in Clause 12.1), as determined by an investment bank (acting
as an expert) selected by the Trustee and approved by the Issuer or, failing
such approval, nominated by the President for the time being of The Law Society
of England and Wales. The expenses involved in such nomination and such
investment banks fee will be borne by the Issuer. The determination of such
investment bank will be conclusive and binding on the Issuer, the Guarantor,
the Trustee, the Noteholders and the Couponholders.  12.3Expenses: The Issuer will also on
written demand by the Trustee pay or discharge all costs, charges, liabilities
and expenses properly incurred by the Trustee in the preparation and execution
of this Trust Deed and the performance of its functions under this Trust Deed
including, but not limited to, legal and travelling expenses and any stamp,
documentary or other taxes or duties paid by the Trustee in connection with any
legal proceedings brought or contemplated by the Trustee against the Issuer or
the Guarantor to enforce any provision of the Transaction Documents, the Agency
Agreement, the Notes or the Coupons. Such costs, charges, liabilities and
expenses will:  12.3.1in the case of payments made by the Trustee before such demand (if
not paid within three days of such demand and the Trustee so requires) carry
interest from the date of the demand at the rate of 2 per cent per annum over the
base rate of National Westminster Bank PLC on the date on which the Trustee
made such payments and  12.3.2in other cases carry interest at such rate from 30 days after the
date of the demand or (where the demand specifies that payment is to be made on
an earlier date) from such earlier date .  12.4Indemnity: Subject to the terms of
Clause 14, the Issuer shall indemnify the
Trustee in respect of Amounts or Claims (each as defined below) paid or
incurred by it in acting as trustee under this Trust Deed (including (1) any
Agent/Delegate Liabilities (as defined below) and (2) in respect of disputing
or defending any Amounts or Claims made against the Trustee or any
Agent/Delegate Liabilities). Amounts or Claims are losses,
liabilities, costs, claims, actions, demands or expenses and Agent/Delegate
Liabilities are Amounts or Claims which the Trustee is or would be
obliged to pay or reimburse to any of its agents or delegates appointed
pursuant to this Trust Deed.  12.5Moneys
Payable: The
Issuer further undertakes to the Trustee that all moneys payable to the Trustee
hereunder shall be made without set-off, counterclaim, deduction or
withholding, unless otherwise compelled by law. In the event of any deduction
or withholding compelled by law, the Issuer will pay such additional amount as
will result in the payment to the Trustee of the amount which would otherwise
have been paid to the Trustee by the Issuer hereunder. The Trustee agrees that
all moneys payable to the Issuer hereunder will be made without the exercise of
any rights of set-off.  12.6Continuing Effect: Clauses 12.3 and 12.4
will continue in full force and effect as regards the Trustee even if it no
longer is Trustee.  13Provisions
Supplemental to the Trustee Act 1925 and the Trustee Act 2000  13.1By way of supplement to the Trustee Act 1925 and the Trustee Act
2000 it is expressly declared in the terms of the following provisions of this
clause that in carrying out the trusts of this Trust Deed:  Exh 2.2-22 
   13.1.1Advice: The Trustee may act on the
opinion or advice of, or information obtained from, any lawyer, valuer,
accountant, surveyor, banker, broker, auctioneer or other expert and will not
be responsible to anyone for any loss occasioned by so acting. Any such
opinion, advice or information may be sent or obtained by letter, telex or fax
and the Trustee will not be liable to anyone for acting in good faith on any
opinion, advice or information purporting to be conveyed by such means even if
it contains some error or is not authentic.  13.1.2Resolutions of Noteholders: The Trustee
will not be responsible for having acted in good faith on any Extraordinary
Resolution in writing or any resolution purporting to have been passed at a
meeting of Noteholders in respect of which minutes have been made and signed or
any direction or request of Noteholders even if it is later found that there
was a defect in the constitution of the meeting or the passing of the
resolution or, in the case of an Extraordinary Resolution in writing or
direction or request of Noteholders it was not signed by the requisite number
of Noteholders or that for any reason it is found that the resolution,
direction or request was not valid or binding on the Noteholders or the Couponholders.  13.1.3Certificate signed by Directors: If the
Trustee, in the exercise of its functions, requires to be satisfied or to have
information as to any fact or the expediency of any act, it may call for and
accept as sufficient evidence of that fact or the expediency of that act a
certificate signed by any two Directors of the Issuer or the Guarantor as to
that fact or to the effect that, in their opinion, that act is expedient and
the Trustee need not call for further evidence and will not be responsible for
any loss occasioned by acting on such a certificate.  13.1.4Deposit of Documents: The Trustee may
appoint as custodian, on any terms, any bank or entity whose business includes
the safe custody of documents or any lawyer or firm of lawyers believed by it
to be of good repute and may deposit this Trust Deed, any of the Transaction
Documents and any other documents with such custodian and pay all sums due in
respect thereof. The Trustee is not obliged to appoint a custodian of
securities payable to bearer.  13.1.5Notice: The Trustee shall not be bound
to give notice to any person of the execution of any documents comprised or
referred to in the Transaction Documents or to take any steps to ascertain
whether any Event of Default or any Potential Event of Default has occurred
and, until it shall have actual knowledge or express notice to the contrary,
the Trustee shall be entitled to assume that no Event of Default or Potential
Event of Default has occurred and that the Issuer is observing and performing
all its obligations under the Transaction Documents.  13.1.6Discretion: Save as expressly otherwise
provided in this Trust Deed, the Trustee will have absolute and uncontrolled
discretion as to the exercise of its functions and will not be responsible for
any loss, liability, cost, claim, action, demand, expense or inconvenience
which may result from their exercise or non-exercise.  13.1.7Agents: Whenever it considers it
expedient in the interests of the Noteholders, the Trustee may, in the conduct
of its trust business, instead of acting personally, employ and pay an agent
selected by it, whether or not a lawyer or other professional person, to
transact or conduct, or concur in transacting or conducting, any business and
to do or concur in doing all acts required to be done by the Trustee (including
the receipt and payment of money).  Exh 2.2-23 
   13.1.8Delegation: Whenever it considers it
expedient in the interests of the Noteholders, the Trustee may delegate to any
person on any terms (including power to sub-delegate) all or any of its
functions. It will notify the Issuer of its appointment of any such delegate
within a reasonable time.  13.1.9Nominees: In relation to any asset held
by it under this Trust Deed or the Transaction Documents, the Trustee may
appoint any person to act as its nominee on any terms.  13.1.10Forged Notes: The Trustee will not be
liable to the Issuer or the Guarantor or any Noteholder or Couponholder by
reason of having accepted as valid or not having rejected any Note or Coupon
purporting to be such and later found to be forged or not authentic.  13.1.11Confidentiality: Unless ordered to do so
by a court of competent jurisdiction the Trustee shall not be required to
disclose to any Noteholder or Couponholder any information (including, without
limitation, information of a confidential, financial or price-sensitive nature)
made available to the Trustee by the Issuer or the Guarantor.  13.1.12Determinations Conclusive: The Trustee
may determine all questions and doubts arising in relation to any of the
provisions of this Trust Deed and the Transaction Documents. Such
determinations, whether made upon such a question actually raised or implied in
the acts or proceedings of the Trustee, will be conclusive and shall bind the
Issuer, the Guarantor, Trustee, the Noteholders and the Couponholders.  13.1.13Currency Conversion: Where it is
necessary or desirable to convert any sum from one currency to another, it will
(unless otherwise provided hereby or required by law) be converted at such rate
or rates, in accordance with such method and as at such date as may be agreed
by the Trustee in consultation with the Issuer but having regard to current
rates of exchange, if available. Any rate, method and date so specified will be
binding on the Issuer, the Guarantor, the Noteholders and the Couponholders.  13.1.14Events of Default: The Trustee may
determine whether or not an Event of Default or Potential Event of Default is
in its opinion capable of remedy. Any such determination will be conclusive and
binding on the Issuer, the Guarantor, the Noteholders and the Couponholders.  13.1.15Payment for and Delivery of Notes: The
Trustee will not be responsible for the receipt or application by the Issuer of
the proceeds of the issue of the Notes, any exchange of Notes or the delivery
of Notes to the persons entitled to them.  13.1.16Notes held by the Issuer etc.: In the
absence of knowledge or express notice to the contrary, the Trustee may assume
without enquiry (other than requesting a certificate under Clause 11.16) that
no Notes are for the time being held by or on behalf of the Issuer, the
Guarantor or any of their respective subsidiaries.  13.1.17Responsibility for agents etc.: If the
Trustee exercises reasonable care in selecting any custodian, agent, delegate
or nominee appointed under this clause (an Appointee), it will not have
any obligation to supervise the Appointee or be responsible for any loss,
liability, cost, claim, action, demand or expense incurred  Exh 2.2-24 
   by reason of the Appointees misconduct or
default or the misconduct or default of any substitute appointed by the
Appointee.  13.1.18Other Obligations: The Trustee shall not
be responsible for the validity or enforceability of any obligations owed to it
as Trustee hereof.  13.1.19No Responsibility for Exchange Property:
The Trustee shall not at any time be under any duty or responsibility to any
Noteholder to determine whether any facts exist which may require any
adjustment to the Exchange Property or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, or in
this Trust Deed provided to be employed, in making the same. The Trustee shall
not at any time be under any duty or responsibility in respect of the validity
or value (or the kind or amount) of any Exchange Property, which may at any
time be made available or delivered upon the exchange of any Note; and it makes
no representation with respect thereto. The Trustee shall not be responsible
for any failure of the Issuer to make available or deliver any Exchange
Property or to make any payment (including in respect of any fractional
Exchange Security) upon the exercise of the Exchange Right in respect of any
Note or of the Issuer to comply with any of its covenants contained in this
Trust Deed. The Trustee shall not be under any duty or responsibility for any
insufficiency of the Exchange Property resulting from any shortfall arising
under the Securities Lending Agreement or from the Trustee or the Issuer being
liable for any tax in respect of the Exchange Property.  13.1.20Title:  (i)The
Trustee shall accept without investigation, requisition or objection such right
and title as the Issuer has to any of the Charged Property and shall not be
bound to examine or enquire into or be liable for any defect or failure in the
right or title of the Issuer to the Charged Property or any part thereof
whether such defect or failure is known to the Trustee or might have been
discovered upon examination or enquiry and whether capable of remedy or not.  (ii)The
Trustee assumes no responsibility for the validity, sufficiency or
enforceability (which the Trustee has not investigated) of the security
purported to be created by the Transaction Documents.  13.1.21Expert Reports:Any certificate or report of any accountants, financial advisers or
investment bank or any other expert or other person called for by or provided
to the Trustee (whether or not addressed to the Trustee) in accordance with or
for the purposes of the Transaction Documents may be relied upon by the Trustee
as sufficient evidence of the facts stated therein notwithstanding that such
certificate or report and/or any engagement letter or other document entered
into by the Trustee and/or any accountants, financial advisers or investment
bank or any other expert or person in connection therewith contains a monetary
limit or other limit on the liability of such accountants, financial advisers
or investment bank or such other expert or other person in respect thereof and
such certificate or report shall be binding on the Issuer, the Trustee, the
Noteholders and the Couponholders in the absence of manifest error.  13.1.22Responsibility for Statements
etc.: The Trustee shall not be responsible for, or
for investigating any matter which is the subject of, any recital, statement,  Exh 2.2-25 
   representation, warranty or covenant of any
person contained in this Trust Deed, or any other agreement or document
relating to the transactions contemplated in this Trust Deed or under such
other agreement or document.  13.1.23Voting Rights: The Trustee need not exercise any voting or other such rights it
may have over or in respect of the Exchange Property unless directed to do so
by an Extraordinary Resolution of the Noteholders and unless indemnified to its
satisfaction.  13.1.24Trustee:No provisions of this Trust Deed shall require the Trustee to cause
it to expend its own funds or otherwise incur any financial liability in the
performance of its duties or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that re-payment of such funds or
adequate indemnity against such risk or liability is not assured to it.  14Trustee Liable for Negligence  Section 1 of the Trustee Act 2000 shall not
apply to any function of the Trustee, provided that if the Trustee fails to
show the degree of care and diligence required of it as trustee having regard
to the provisions of this Trust Deed conferring on it powers, authorities and
discretion, nothing in this Trust Deed shall relieve or indemnify it from or
against any liability which would otherwise attach to it in respect of any
negligence, default, breach of duty or breach of trust of which it may be
guilty.  15Waiver and Proof of Default  15.1Waiver: The Trustee may, without the
consent of the Noteholders and without prejudice to its rights in respect of
any subsequent breach, from time to time and at any time, if in its opinion the
interests of the Noteholders will not be materially prejudiced thereby, waive
or authorise, on such terms as seem expedient to it, any breach or proposed
breach by the Issuer or the Guarantor of this Trust Deed or the Conditions or
may determine that any condition, event or act which, but for such
determination would constitute an Event of Default or Potential Event of
Default shall not be treated as such provided that the Trustee will not do so
in contravention of an express direction given by an Extraordinary Resolution.
No such direction or request will affect a previous waiver, authorisation or
determination. Any such waiver, authorisation or determination will be binding
on the Noteholders and Couponholders and, if the Trustee so requires, will be
notified to the Noteholders as soon as practicable.  15.2Proof of Default: Proof that the Issuer
or the Guarantor has failed to pay a sum due to the holder of any one Note or Coupon
will (unless the contrary be proved) be sufficient evidence that it has made
the same default as regards all other Notes or Coupons which are then payable.  16Trustee not Precluded
from Entering into Contracts  The Trustee and any other person, whether or
not acting for itself, may acquire, hold or dispose of any Note or Coupon or
other security (or any interest therein) (including, for the avoidance of
doubt, the Exchange Property) of the Issuer, the Guarantor or any other person
whose securities are comprised in the Exchange Property or any entity related
to any of them, and may enter into or be interested in any contract or
transaction with any such person and may act on, or as depositary or agent for,
any committee or body of  Exh 2.2-26 
   holders of any securities of any such person
in each case with the same rights as it would have had if the Trustee were not
acting as Trustee and need not account for any profit.  17Modification and Substitution  17.1Modification: The Trustee may agree
without the consent of the Noteholders or Couponholders to any modification of,
or to any waiver or authorisation of any breach or proposed breach of, any of
the Conditions or any provisions of this Trust Deed or any other Transaction
Document or the Agency Agreement, or may determine that an Event of Default or
Potential Event of Default, shall not be treated as such which in any such
case, in the opinion of the Trustee, is not materially prejudicial to the
interests of the Noteholders or to any modification of any of the Conditions,
the Notes or the provisions of this Trust Deed or any of the provisions of the
Transaction Documents or the Agency Agreement which is, in the opinion of the
Trustee, of a formal, minor or technical nature or which is made to correct a
manifest error or to comply with mandatory provisions of law. The Trustee may
also agree to any modification to the Conditions, the Agency Agreement, this
Trust Deed and the other Transaction Documents which is in its opinion not
materially prejudicial to the interests of the Noteholders, but such power does
not extend to any such modification as is mentioned in the proviso to paragraph
2 of Schedule 3 of this Trust Deed. If the Global Note shall be exchanged for
Notes in definitive form with Coupons attached, the Trustee may also agree,
without the consent of the Noteholders, to such modifications to this Trust
Deed, the Conditions, the Agency Agreement, and any of the Transaction
Documents as it considers appropriate to reflect the issue of such Notes and
Coupons. Any such modification, waiver, authorisation or determination shall be
binding on the Noteholders and, unless the Trustee agrees otherwise, notified
to the Noteholders as soon as practicable thereafter in accordance with the
Conditions.  17.2Substitution:  17.2.1The Trustee may, without the consent of the Noteholders or the
Couponholders, agree to the substitution at any time or times of any other
entity in place of the Issuer, or of any previous substitute of the Issuer
under this sub-Clause, as the principal debtor under this Trust Deed, the
Transaction Documents and the Notes (the Substituted Principal Obligor) provided
that:  (i)a
trust deed is executed or some other form of written undertaking is given by
the Substituted Principal Obligor to the Trustee, in form and manner
satisfactory to the Trustee, agreeing to be bound by the terms of this Trust
Deed, the Transaction Documents and the Notes with any consequential amendments
which the Trustee may deem appropriate as fully as if the Substituted Principal
Obligor had been named in this Trust Deed, the Transaction Documents, the Notes
and the Coupons as the principal debtor in place of the Issuer (or of any
previous substitute of the Issuer under this sub-Clause) and provided further
that if the Trustee shall so require all amounts payable under this Trust Deed
and the Transaction Documents are unconditionally and irrevocably guaranteed to
the satisfaction of the Trustee and the rights of exchange of any of the Notes
into Shares are safeguarded to the satisfaction of the Trustee;  (ii)the
Substituted Principal Obligor acquires the Issuers equity of redemption in the
relevant Charged Property (if any) or otherwise assumes all rights, obligations
and liabilities in relation to the Charged Property, acknowledges  Exh 2.2-27 
   the security created in respect thereof and
takes all such action as the Trustee may require so that each such security
constitutes a valid legal charge, pledge or other security interest as was
originally created by the Issuer for its obligations;  (iii)the
Trustee is satisfied (if it requires, by reference to legal opinions) that all
necessary consents, and approvals have been obtained and are in full force and
effect;  (iv)if any
two Directors of the Substituted Principal Obligor certify that immediately
prior to the assumption of its obligations as Substituted Principal Obligor
under this Trust Deed and the Notes the Substituted Principal Obligor is
solvent after taking account of all prospective and contingent liabilities
resulting from its becoming the Substantial Principal Obligor, the Trustee need
not have regard to the financial condition, profits or prospects of the Substituted
Principal Obligor or compare them with those of the Issuer (or of any previous
substitute of the Issuer under this sub-Clause);  (v)the
Issuer, the Guarantor and the Substituted Principal Obligor shall execute such
other deeds, documents and instruments (if any) as the Trustee may require in
order that the substitution is fully effective and comply with such other
requirements as the Trustee may direct in the interests of the Noteholders;  (vi)the
Issuer and the Substituted Principal Obligor shall comply with such other
requirements as the Trustee may direct in the interests of the Noteholders,
including such amendment of the Conditions and of any of the Transaction
Documents and to such other conditions as the Trustee may direct subject to
this Trust Deed;  (vii)without
prejudice to the rights of reliance of the Trustee under paragraph (iv), the
Trustee is satisfied that the relevant transaction is not materially
prejudicial to the interests of the Noteholders which may require (i) the
Issuer (jointly and severally with the Guarantor unless the Guarantor is the
Substituted Principal Obligor) unconditionally and irrevocably to guarantee the
Notes to the satisfaction of the Trustee and (ii) the transfer by the Issuer to
the Substituted Principal Obligor of the Exchange Property subject to the
security created by Clause 4;  (viii)the Issuer
prepares or procures the preparation of a supplemental offering circular with
certain supplemental information in relation to the Substituted Principal
Obligor to be filed with the Luxembourg Stock Exchange (so long as the Notes
are listed on the Luxembourg Stock Exchange);  (ix)the
obligations of the Substituted Principal Obligor as the principal debtor under
this Trust Deed, the Transaction Documents, the Notes and the Coupons are
irrevocably and unconditionally guaranteed by the Issuer (jointly and severally
with the Guarantor) unless the Substituted Principal Obligor is the Guarantor
in form and substance satisfactory to the Trustee, together with the making of such
other appropriate arrangements to safeguard any rights of the Noteholders
(including but not limited to the  Exh 2.2-28 
   Exchange Rights) as the Trustee may
reasonably direct in the interests of the Noteholders;  (x)the
Trustee is satisfied (if it requires, by reference to legal opinions) that (a)
the Substituted Principal Obligor has obtained all governmental and regulatory
approvals and consents necessary for its assumption of liability as principal debtor
in respect of the Trust Deed and the Notes in place of the Issuer (or such
previous substitute of the Issuer as aforesaid) and (b) the Issuer has obtained
all governmental and regulatory approvals and consents necessary for the
guarantee to be fully effective as referred to in sub-Clause 17.2.1(vii) and
(ix) and (c) such approvals and consents are at the time of substitution in
full force and effect;  (xi)the
Trustee is provided with legal opinions reasonably acceptable to the Trustee
from leading law firms in the jurisdiction in which the Substituted Principal
Obligor is incorporated or established and England confirming that the Notes,
the Coupons, the Trust Deed, the Agency Agreement and the instrument referred
to in sub-Clause 17.2.1(i) constitute legal, valid and binding obligations of
the Substituted Principal Obligor.  17.2.2Release: An agreement by the Trustee
pursuant to Clause 17.2 will, if so expressed, release the Issuer (or a
previous substitute) from any or all of its obligations under this Trust Deed
and the Notes and the Coupons. Notice of the substitution will be given to the
Noteholders within 14 days of the execution of such documents and compliance
with such requirements.  17.2.3Completion of Substitution: On
completion of the formalities set out in Clause 17.2.1, the Substituted
Principal Obligor will be deemed to be named in this Trust Deed, the Notes and
the Coupons as the principal debtor in place of the Issuer (or of any previous
substitute as the case may be) and this Trust Deed and the Notes and the
Coupons will be deemed to be amended as shall be necessary to give effect to
the substitution and without prejudice to the generality of the foregoing, any
references in this Trust Deed, in the Notes and in the Coupons to the Issuer
shall be deemed to be references to the Substituted Principal Obligor.  17.2.4Interests of Noteholders: In connection with any proposed substitution, the Trustee shall not
have regard to, or be in any way liable for, the consequences of such
substitution for individual Noteholders or Couponholders resulting from their
being for any purpose domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory. No Noteholder or
Couponholder shall, in connection with any such substitution, be entitled to
claim from the Issuer or the Guarantor any indemnification or payment in
respect of any tax consequence of any such substitution upon individual
Noteholders or Couponholders.  17.2.5Change of law: In connection with any proposed substitution of the Issuer or any
previous substitute, the Trustee may, in its absolute discretion and without
the consent of the Noteholders or the Couponholders agree to a change of the
law from time to time governing the Notes and the Coupons and this Trust Deed
provided that such change of law, in the opinion of the Trustee, would not be
materially prejudicial to the interests of the Noteholders and the
Couponholders.  Exh 2.2-29 
   18Appointment,
Retirement and Removal of the Trustee  18.1Appointment: The Issuer has the power of
appointing new trustees but no-one may be so appointed unless previously
approved by an Extraordinary Resolution. A trust corporation will at all times
be a Trustee and may be the sole Trustee. Any appointment of a new Trustee will
be notified by the Issuer to the Noteholders as soon as practicable.  18.2Retirement and Removal: Any Trustee may
retire at any time on giving at least three months written notice to the
Issuer and the Guarantor without giving any reason or being responsible for any
costs occasioned by such retirement and the Noteholders may by Extraordinary
Resolution remove any Trustee provided that the retirement or removal of a sole
trust corporation will not be effective until a trust corporation is appointed
as successor Trustee. If a sole trust corporation gives notice of retirement or
an Extraordinary Resolution is passed for its removal, the Issuer will use all
reasonable endeavours to procure that another trust corporation be appointed as
Trustee and if it does not procure the appointment of a new trustee within 30
days of the expiry of the Trustee notice referred to in this Clause, the
Trustee shall be entitled to procure forthwith the appointment of a new
trustee.  18.3Co-Trustees: The Trustee may, despite
Clause 18.1, by written notice to the Issuer and the Guarantor appoint anyone
to act as an additional Trustee jointly with the Trustee:  18.3.1if the Trustee considers the appointment to be in the interests of
the Noteholders and/or the Couponholders;  18.3.2to conform with a legal requirement, restriction or condition in a
jurisdiction in which a particular act is to be performed; or  18.3.3to obtain a judgment or to enforce a judgment or any provision of
this Trust Deed in any jurisdiction.  Subject to the provisions of this Trust Deed
the Trustee may confer on any person so appointed such functions as it thinks
fit. The Trustee may by written notice to the Issuer, the Guarantor and that person
remove that person. At the Trustees request, the Issuer and the Guarantor will
forthwith do all things as may be required to perfect such appointment or
removal and each of them irrevocably appoints the Trustee as its attorney in
its name and on its behalf to do so.  18.4Competence of a Majority of Trustees: If
there are more than two Trustees the majority of them will be competent to
perform the Trustees functions provided the majority includes a trust
corporation.  18.5Merger: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
Clause, without the execution or filing of any paper or any further act on the part
of any of the parties hereto.  19Currency Indemnity  19.1Currency of Account and Payment: U.S.
dollars (or, in relation to Clause 12, pounds sterling) (the Contractual
Currency) is the sole currency of account and payment for all  Exh 2.2-30 
   sums payable by the Issuer or the Guarantor
under or in connection with this Trust Deed, the Notes and the Coupons,
including damages.  19.2Extent of discharge: An amount received
or recovered in a currency other than the Contractual Currency (whether as a
result of, or of the enforcement of, a judgment or order of a court of any
jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or the
Guarantor or otherwise), by the Trustee or any Noteholder or Couponholder in
respect of any sum expressed to be due to it from the Issuer or Guarantor will
only discharge the Issuer and Guarantor to the extent of the Contractual
Currency amount which the recipient is able to purchase with the amount so
received or recovered in that other currency on the date of that receipt or
recovery (or, if it is not practicable to make that purchase on that date, on
the first date on which it is practicable to do so).  19.3Indemnity: If that Contractual Currency
amount is less than the Contractual Currency amount expressed to be due to the
recipient under this Trust Deed or the Notes, the Issuer, failing whom the
Guarantor, will indemnify it against any loss sustained by it as a result. In
any event, the Issuer, failing whom the Guarantor, will indemnify the recipient
against the cost of making any such purchase.  19.4Indemnities separate: The indemnities in
this Clause 19 and in Clause 12.4 constitute separate and independent
obligations from the other obligations in this Trust Deed, will give rise to a
separate and independent cause of action, will apply irrespective of any
indulgence granted by the Trustee and/or any Noteholder and will continue in
full force and effect despite any judgment, order, claim or proof for a liquidated
amount in respect of any sum due under this Trust Deed and/or the Notes or any
other judgment or order.  20Notes held in Clearing
Systems and Couponholders  20.1.1Notes Held in Clearing Systems: So long
as any Global Note is held on behalf of a clearing system, in considering the
interests of Noteholders, the Trustee may have regard to any information
provided to it by such clearing system or its operator as to the identity
(either individually or by category) of its accountholders or participants with
entitlements to any such Global Note and may consider such interests on the
basis that such accountholders or participants were the holder(s) thereof.  20.1.2Couponholders: No notices need be given
to Couponholders. They shall be deemed to have notice of the contents of any
notice given to Noteholders. Even if it has express notice to the contrary, in
exercising any of its functions by reference to the interests of the
Noteholders, the Trustee shall assume that the holder of each Note is the
holder of all Coupons relating to it.  21Communications  Any
  communication shall be by letter or fax:in the case
  of the Issuer, to it at:Millicom
  Telecommunications S.A.75, route de
  LongwyL-8080
  BertrangeFax number:
  
  + 352 27 759
  359Attention:
  
  Chief
  Financial Officer  Exh 2.2-31 
   in the case
  of the Guarantor, to it at:Millicom
  International Cellular S.A.75, route de
  LongwyL-8080
  BertrangeFax number:
  
  + 352 27 759
  359Attention:
  
  Chief
  Financial Officerwith a copy
  to:Banque Invik
  SA7 Avenue
  J.P. PescatorePO Box 285L-2012
  LuxembourgAttention:
  
  Head of
  Corporate Financeand in the
  case of the Trustee, to it at:Deutsche
  Trustee Company LimitedWinchester
  House1 Great
  Winchester StreetLondon EC2N
  2DBTelephone
  number:
  
  020 7545
  8000Fax number:
  
  020 7547
  6149Attention:
  
  Managing
  Director  Communications will take effect, in the case
of delivery, when delivered or, in the case of fax, when despatched.
Communications not by letter shall be confirmed by letter but failure to send
or receive that letter shall not invalidate the original communication.  22Counterparts  This Trust Deed and any trust deed
supplemental hereto may be executed and delivered in any number of
counterparts, all of which, taken together, shall constitute one and the same
deed and any party to this Trust Deed or any trust deed supplemental hereto may
enter into the same by executing and delivering a counterpart.  23Governing Law and
Jurisdiction  23.1Governing Law: This Trust Deed shall be
governed by and construed in accordance with English law.  23.2Jurisdiction: The courts of England are
to have jurisdiction to settle any disputes which may arise out of or in connection
with this Trust Deed or the Notes and accordingly any legal action or
proceedings arising out of or in connection with this Trust Deed or the Notes
(Proceedings)
may be brought in such courts. The Issuer and the Guarantor each irrevocably
submits to the jurisdiction of such courts and waives any objections to
Proceedings in such courts on the ground of venue or on the ground that the
Proceedings have been brought in an inconvenient forum. These submissions are
for the benefit of each of the Trustee and the Noteholders and shall not limit
the right of any of them to take Proceedings in any other court of competent
jurisdiction nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not).  Exh 2.2-32 
   23.3Service of Process: Each of the Issuer
and the Guarantor irrevocably appoints Metro International UK Limited, at its
registered office for the time being (being at the date hereof at 3rd Floor,
Interpark House, 7 Down Street, London W1J 7AJ) to receive, for it and on its
behalf, service of process in any Proceedings in England. Such service shall be
deemed completed on delivery to such process agent (whether or not it is
forwarded to and received by the Issuer or the Guarantor). If for any reason
such process agent ceases to act as such or no longer has a registered office
or a place of business in England each of the Issuer and the Guarantor
irrevocably agrees to appoint a substitute process agent acceptable to the
Trustee and shall immediately notify the Trustee of such appointment. Nothing
shall affect the right to serve process in any other manner permitted by law.  Exh 2.2-33 
   Schedule 1
Form of Definitive Note  On the front:  ISIN
  
  Certif. No.XS0173345140  Millicom
Telecommunications S.A., société anonyme (Registered
office: 75, route de Longwy, L-8080 Bertrange) (R.C.S.
Luxembourg B 64899) (Incorporated
for an unlimited duration, with limited liability in the Grand Duchy of
Luxembourg)
SEK 2,555,994,000 5.00 per cent.
Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due
2006
guaranteed by Millicom International Cellular S.A.
(Incorporated with limited liability in the Grand Duchy of Luxembourg) and
exchangeable into Series B Shares of Tele2 AB (publ)  This Note
forms part of a series designated as specified in the title (the Notes)
of Millicom Telecommunications S.A. (the Issuer) constituted by the Trust Deed
referred to on the reverse hereof. The Notes are subject to, and have the
benefit of, that Trust Deed and the terms and conditions (the Conditions)
set out on the reverse hereof. If the Note has not been previously exchanged,
it will be mandatorily exchanged on 7 August 2006 in accordance with the
Conditions.  This is to
certify that this Note has a principal amount of:  SEK14,250 (fourteen thousand, two hundred and fifty Swedish kronor).  and that the
bearer of this Note is entitled on the Maturity Date, or on such earlier date
as exchange is effected in accordance with the Trust Deed and the Conditions,
to the Relevant Proportion of the Exchange Property (as specified and defined
in the Conditions) determined in accordance with the Conditions together with
interest on the U.S. dollar Equivalent Amount (as defined in accordance with
the Conditions) of this Note from 7 August 2003 at the rate of 5.00 per cent.
per annum determined in accordance with the Conditions payable annually in
arrear on 7 February and 7 August in each year and any Additional Interest
Amounts (as defined in the Conditions) and any other moneys payable in respect
of this Note, in each case subject to and in accordance with the Conditions. Payments
of Additional Interest Amounts and any amounts payable by the Trustee pursuant
to Condition 6(d) shall be made against presentation (and in the case of such
payment pursuant to Condition 6(d)) surrender and endorsement of this Note at
the specified office of any Paying and Exchange Agent named below.  This Note
shall not be valid or become obligatory for any purpose until authenticated by
or on behalf of the Principal Paying and Exchange Agent.  Exh 2.2-34 
   In
witness whereof the Issuer has caused
this Note to be signed in facsimile on its behalf.  Dated 7 August
2003  Millicom Telecommunications
  S.A.By:
  By:Director
  DirectorThis Note is
  authenticated by or on behalf of the Principal Paying and Exchange Agent.By:Director  ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.  Exh 2.2-35


TERMS AND
CONDITIONS  1.General  (a)Description  The SEK
2,555,994,000 5.00 per cent. Fixed and Additional Rate Guaranteed Secured
Mandatory Exchangeable Notes due 2006 (the Notes) of Millicom
Telecommunications S.A., a société anonyme with limited liability incorporated
under the laws of the Grand Duchy of Luxembourg (the Issuer) are constituted
by a Trust Deed (the Trust Deed) dated 7 August 2003 and made between
the Issuer, Millicom International Cellular S.A., a société anonyme with limited
liability incorporated under the laws of the Grand Duchy of Luxembourg (the
Guarantor) and Deutsche Trustee Company Limited (the Trustee, which term
shall include any successor as trustee).  The Issuer and the
Guarantor have entered into a paying and exchange agency agreement (the Agency
Agreement) dated 7 August 2003 with the Trustee, Deutsche Bank AG London
as principal paying and exchange agent, and the other paying and exchange
agents named therein. The principal paying and exchange agent and the paying
and exchange agents for the time being are referred to in these Conditions,
respectively, as the Principal Paying and Exchange Agent, and the Paying and
Exchange Agents (which expression shall include the Principal Paying and
Exchange Agent).  The Issuer and the
Guarantor have also entered into a Calculation Agency Agreement (the
Calculation Agency Agreement) dated 7 August 2003 with Deutsche Bank AG
London as calculation agent (the Calculation Agent and which expression shall
include any successor in such capacity under the Calculation Agency Agreement).  The statements in
these terms and conditions (the Conditions) include summaries of, and are
subject to the detailed provisions of, the Trust Deed, which includes the form
of the Notes and the Coupons relating to them (the Coupons). The Noteholders
(as defined in Condition 1 (e)) and the holders of the Coupons (whether or not
attached to the relevant Notes) (the Couponholders) are entitled to the
benefit of the Trust Deed and are bound by and are deemed to have notice of all
the provisions of the Trust Deed, the Agency Agreement and the Calculation
Agency Agreement applicable to them. Copies of the Trust Deed, the Agency
Agreement and the Calculation Agency Agreement are available for inspection
during normal office hours by Noteholders at the registered office of the
Trustee for the time being, being at the date hereof at Winchester House,
1 Great Winchester Street, London EC2N 2DB, and at the specified office(s)
of the Paying and Exchange Agents. References below to Conditions are, unless
the context requires otherwise, to the numbered paragraphs below.  (b)Exchange  The Notes shall be
exchangeable, subject to and in accordance with these Conditions, into their
respective entitlements to the Exchange Property (as defined in Condition 5
below). The Exchange Property initially comprises 8,968,400 Series B
shares of SEK 5 par value each of Tele2 AB (publ), a company incorporated under
the laws of Sweden (the Tele2 B Shares).  (c)Authorisation  The issuance of the
Notes was authorised by the Issuer pursuant to a resolution of its board of
directors passed on 24 July 2003 and the giving of the Guarantee was
authorised by the Guarantor pursuant to a resolution of its board of directors
passed on 11 July 2003.  (d)Form, Denomination
and Title  The Notes are in
bearer form, serially numbered, in the denomination of SEK 14,250 each with
Coupons attached on issue.  Exh 2.2-35 
   (e)Title  Title to the Notes
and the Coupons will pass by delivery. In these Conditions, in relation to a
Note, Noteholder and holder means the bearer of any Note. The holder of any
Note or Coupon will (except as otherwise required by law) be treated as its absolute
owner for all purposes (whether or not it is overdue and regardless of any
notice of ownership, trust or any interest in it or any writing on, or theft or
loss of it) and no person will be liable for so treating the holder.  2.Status
and Guarantee; Security  (a)Status  The Notes and
Coupons constitute unconditional and unsubordinated obligations of the Issuer.
secured in the manner described in Condition 2(c), and rank and will rank pari passu without preference or priority
among themselves.  (b)Guarantee  The Guarantor has
unconditionally and irrevocably guaranteed the due payment of all Fixed
Interest Amounts, Accrued Interest, Discounted Interest Amounts or, as the case
may be, Additional Interest Amounts payable by the Issuer under the Trust Deed,
the Notes and the Coupons. Its obligations in that respect (the Guarantee)
are contained in the Trust Deed.  The payment
obligations of the Guarantor under the Guarantee shall, save for such
exceptions as may be provided by applicable legislation, at all times rank at
least equally with all its other present and future unsecured and
unsubordinated obligations.  (c)Security  The Issuers
obligations in respect of the Exchange Rights pursuant to Condition 6,
redemption of the Notes and delivery of Exchange Property pursuant to
Conditions 5(a) and 5(c) (other than, in any such case, payment of any Accrued
Interest or Discounted Interest Amount) and in respect of Additional interest
Amounts are secured in favour of the Trustee for the benefit of itself and the
Noteholders, subject as provided in these Conditions and the applicable
Transaction Documents, pursuant to the Trust Deed as follows:  (i)by an assignment by
way of security of all the Issuers rights, title and interest in and to the
Securities Lending Agreement;  (ii)by an assignment by
way of security of all the Issuers rights, title and interest in and to the
Agency Agreement, including the Issuers rights to any sums held by the
Principal Paying and Exchange Agent under or pursuant to the Agency Agreement
to meet payments due in respect of the Notes;  (iii)by a share pledge
agreement (governed by Swedish law) dated 7 August 2003 between the
Issuer, the Trustee and Nordea Bank Sverige AB (publ) (the Share Pledge
Agreement) and a first fixed charge over all Tele2 B Shares repaid by Deutsche
Bank AG London pursuant to the Securities Lending Agreement and which is not
already subject to the Share Pledge Agreement; and  (iv)a first fixed charge
over all other property comprising Exchange Property from time to time and
which is not already subject to the Share Pledge Agreement.  Exh 2.2-36 
   The Issuers
obligations in respect of Fixed Interest Amounts, Accrued Interest and
Discounted Interest Amounts are secured in favour of the Trustee for the
benefit of itself and the Noteholders, subject as provided in these Conditions
and the applicable Transaction Documents, by a security agreement (governed by
New York law) dated 7 August 2003 between the Issuer and the Trustee (the
U.S. Security Agreement) granting a security interest in U.S. Treasury
Securities together with, inter alia,
all financial assets, cash and any other property held in or credited to the
securities account referred to therein, which security interest will be
perfected by the terms of a Control Agreement.  The property which
is subject to the security referred to above in this Condition 2(c) is together
referred to as the Charged Property.  Control Agreement
means the Agreement dated 7 August 2003 between Deutsche Bank Trust
Company Americas, the Issuer and the Trustee pursuant to which Deutsche Bank
Trust Company Americas agrees to follow the instructions of the Trustee with
respect to the U.S. Treasury Securities.  Securities Lending
Agreement means the Securities Lending Agreement dated 18 July 2003
between Deutsche Bank AG London and the Issuer pursuant to which the Issuer has
lent to Deutsche AG London 8,968,400 Tele2 B Shares, being the initial
Exchange Property.  Transaction
Documents means the Trust Deed, the Share Pledge Agreement, the U.S. Security
Agreement and the Control Agreement.  U.S. Treasury
Securities means six U.S. Treasury STRIPS with the following respective CUSIP
Numbers and maturity dates:  CUSIP
  
  STRJP
  Maturity912833FT2
  
  15
  November 2003912833FU9
  
  15
  May 2004912833FV7
  
  15
  November 2004912B33FWS
  
  15
  May 2005912833FX3
  
  15
  November 2005912833FY1
  
  15
  May 2006
  3.Covenants  So long as any Note
or Coupon remains outstanding (as defined in the Trust Deed), save with the
prior written consent of the Trustee or as approved by any Extraordinary
Resolution (as defined in the Trust Deed) of the Noteholders or as provided in
any of the Transaction Documents, the Issuer will not:  (i)create or permit to
subsist any mortgage, pledge, lien, security interest, charge or encumbrance or
any arrangement having a like or similar effect upon all or any of the Charged
Property;  (ii)transfer, sell,
lend, part with or otherwise dispose of, or deal with, or grant any option or
present or future right to acquire any of the Charged Property.  4.Interest  (a)General  The Notes bear
interest from (and including) 7 August 2003 (the Issue Date) to (but
excluding) the Maturity Date (as defined in Condition 5(8) below) on a fixed
rate basis and an additional variable basis as provided below.  Exh 2.2-37 
   (b)Fixed Rate Interest  (i)Each Note bears
interest on its U.S. dollar Equivalent Amount at the rate of 5.00 per cent. per
annum (the Fixed Interest Rate), payable in U.S. dollars semi-annually in
arrear in equal installments on 7 February and 7 August of each year (each a
Fixed Interest Payment Date) commencing on 7 February 2004. The amount
of fixed rate interest payable in respect of each Note on each Fixed Interest
Payment Date is U.S.$43.18 (the Fixed Interest Amount). The period beginning
on (and including) the Issue Date and ending on (but excluding) the first Fixed
Interest Payment Date, and each successive period beginning on (and including)
a Fixed Interest Payment Date and ending on (but excluding) the next successive
Fixed Interest Payment Date, is called a Fixed Interest Period.  (ii)The amount of
interest payable in respect of any period which is not a Fixed Interest Period
shall be calculated by the Calculation Agent on the basis of a 360-day year
consisting of 12 months of 30 days each and, in the case of an
incomplete month, the number of days elapsed and rounded, if applicable to the
nearest cent, half a cent being rounded down.  (iii)Each Note will cease
to bear interest upon its redemption on the Maturity Date or, if earlier, on
the relevant Settlement Date, provided that if delivery of any of the Exchange
Property per Note (as defined in Condition 5(b) below) and/or payment of any
amount due is improperly withheld or refused, such Note shall continue to bear
interest (both before and after judgment). In such case, interest will accrue
on such Note in accordance with the provisions of this Condition until the
earlier of (x) the day on which all such Exchange Property per Note and
all sums due in respect of such Note up to that day are received by or on
behalf of the relevant Noteholder and (y) the day seven days after the
Noteholders have been notified by the Issuer pursuant to Condition 18 of
receipt of all such Exchange Property per Note and all sums due in respect of
the Notes up to that seventh day (except to the extent that there is failure in
the subsequent delivery or payment to the relevant Noteholders under these
Conditions).  (iv)For the avoidance of
doubt (x) if the Settlement Date in respect of any such redemption falls
on a Fixed Interest Payment Date, the Fixed Interest Amount payable on such
date shall be payable on each such Note and (y) on redemption of a Note on
the Maturity Date, the Fixed Interest Amount payable on the Fixed Interest
Payment Date which is the Maturity Date shall be payable on such Note.  (v)U.S. dollar
Equivalent Amount means, in respect of each Note of SEK 14,250 principal
amount, U.S.$1,727.27.  (vi)All calculations of
any Fixed Interest Amount will be made by the Calculation Agent as regards each
Noteholder on the basis of the total number of Notes held by such Noteholder at
any relevant time.  Exh 2.2-38 
   (c)Additional Interest  (i)Each Note entitles
the relevant Noteholder to receive an additional interest payment equal
(subject to the provisions of paragraph (ii) below) to the Net Amount of
any Cash Distribution (each as defined below), such amount to be calculated by
the Calculation Agent (rounded, if applicable, to the nearest whole unit of the
relevant currency, with half a unit being rounded down) and paid in relation to
each such Note on the basis of a fraction, the numerator of which is one and
the denominator of which shall correspond to the total number of Notes which
are outstanding at such time, of the relevant Cash Distribution (the
Additional Interest Amount). Additional Interest Amounts will be payable in
the currency in which the relevant Cash Distribution is paid, and will be paid
within 20 Business Days (as defined below) of the date of payment of the
relevant Cash Distribution, which date of payment of such Cash Distribution and
payment of the Additional Interest Amount shall be notified by the Issuer to
the Noteholders in accordance with Condition 18 and to the Luxembourg Stock
Exchange (so long as the Notes are listed on the Luxembourg Stock Exchange)
within five Business Days following the date of payment of the relevant Cash
Distribution.  (ii)Subject as provided
in the next sentence, any such Additional interest Amount shall be payable in
respect of all such Cash Distributions (i) paid as aforesaid up to and including
the relevant Settlement Date (as defined in Condition 5(b)) and/or
(ii) declared before, but paid after, the relevant Settlement Date and,
for the avoidance of doubt, such Cash Distributions shall not form part of the
Exchange Property. If the right to such Cash Distribution shall accrue directly
to the relevant Noteholder upon receipt of the relevant Exchange Property
following a redemption of the Notes pursuant to Condition 5, 6 or 14, the
Issuer shall have no obligation to pay any Additional Interest Amount in
respect of such Cash Distribution.  (iii)For the purposes of
these Conditions: Business Day means any day, other than a Saturday or a
Sunday, on which commercial banks and foreign exchange markets are open for
general business in New York City, London and Luxembourg. Cash Distributions
means any Distribution and/or Capital Repayments (each as defined in Condition
5(b)) paid in cash. Net Amount means in respect of any Cash Distribution, an
amount equal to the amount thereof as would be receivable by the Issuer after
any deduction or withholding therefrom for or on account of any Swedish tax (in
the case of Tele2 B Shares) or as the case may be, tax imposed by the Relevant
Jurisdiction (in the case of any other Exchange Property) (calculated on the
assumptions, whether or not this is the case, (i) that the Issuer is the legal
and beneficial holder of the relevant Tele2 B Shares comprising the Exchange
Property or, as the case may be, of such other Exchange Property and that
dividend or distribution on the record date or dividend or distribution payment
date concerned and does not hold them through a Swedish permanent establishment
and (ii) has made all claims as are or would be available to it under any
double taxation treaty between Luxembourg or Sweden (in the case of
Tele2 B Shares) or the Relevant Jurisdiction (in the case of any other
Exchange Property) or otherwise to reduce the amount of any such withholding or
deduction to the greatest available extent). Relevant Jurisdiction means the
jurisdiction in which the relevant payer of the Cash Distribution is resident
for tax purposes.  5.Redemption  The Notes may not be
redeemed otherwise than in accordance with this Condition 5. Condition 6 or
Condition 14.  Exh 2.2-39 
   (a)Mandatory Exchange
at Maturity  Unless otherwise
previously redeemed and exchanged or purchased and cancelled in accordance with
these Conditions, each outstanding Note will be mandatorily redeemed on 7
August 2006 (the Maturity Date) by delivery by or on behalf of the
Issuer on the relevant Settlement Date to, or to the account of, the relevant
Noteholder of the Relevant Proportion of the Exchange Property per Note as at
the last day of the relevant Calculation Period (as defined in Condition 5(b)).  (b)Definitions  For the purposes of
these Conditions: Accrued Interest means, in respect of each Note, the
accrued interest on the U.S. dollar Equivalent Amount of such Note at the Fixed
Interest Rate from (and including) the previous Fixed Interest Payment Date
(or, if none, the Issue Date) to (but excluding) the relevant Settlement Date
calculated in accordance with the provisions of Condition b)(ii) by the
Calculation Agent and rounded, if applicable to the nearest cent, half a cent
being rounded down.  Calculation Period
means:  (i)with respect to a
Mandatory Exchange pursuant to Condition 5(8), a period of 15 consecutive
Trading Days ending on, and including, the sixth Trading Day immediately
preceding the Maturity Date;  (ii)with respect to any
early redemption of the Notes pursuant to Condition 5(c), the period of 10
consecutive Trading Days ending on, and including, the six Trading Day
preceding the relevant Redemption Date; and  (iii)with respect to a
Voluntary Exchange pursuant to Conditions 6(b) and (c), a period of 10
consecutive Trading Days beginning on the third Trading Day following the
relevant Notification Date. For this purpose, Trading Day shall, if
applicable, be the Trading Day corresponding to the Predominant Exchange
Security.  Capital Repayments
means any repayment or redemption in whole or in part, whether or not in cash,
of any Exchange Securities or of any other property or assets comprising the
Exchange Property.  Closing Price
means, with respect to a Trading Day on which an Exchange Security is listed on
the Exchange, the closing price of such Exchange Security on the Exchange at
the close of such Trading Day (as published by the Exchange). If the Exchange
Securities are quoted in a currency other than SEK, conversions to SEK of the
Closing Price of the Exchange Securities will be made at the Relevant Rate in
effect on the relevant Trading Day.  CMV means, with
respect to the Exchange Property per Note on any Valuation Day, the current
market value thereof, being the aggregate amount calculated by the Calculation
Agent of:  (i)the VWAP of publicly-traded
Exchange Securities included in the Exchange Property on such Valuation Day as
determined by the Calculation Agent in consultation with the Expert;  (ii)in the case of any
publicly-traded Exchange Securities in respect of which the VWAP is not
available, the Closing Prices of such Exchange Securities on such Valuation
Day, all as determined by the Calculation Agent in consultation with the
Expert;  Exh 2.2-40 
   (iii)in the case of all
other publicly-traded Exchange Securities and assets included in the
Exchange Property on such Valuation Day for which a value cannot be determined
pursuant to paragraph (i) or (ii) above, their fair market value as
determined by the Expert; and (iv) in respect of any Exchange Property
Cash included in the Exchange Property on such Valuation Day, the amount of
such cash on such Valuation Day, in each case converted (if necessary) into SEK
at the Relevant Rate in effect on the relevant Valuation Date, and provided
that:  (a)for the purposes of
paragraphs (i) and (ii) above, if such VWAP or Closing Prices are not
available on any Valuation Day (whether by reason of a suspension of trading In
the relevant securities or otherwise) or there is a Market Disruption Event on
any such Valuation Day, then the CMV of the relevant Exchange Securities shall
be determined in accordance with paragraph (iii) above; and  (b)for the purposes of
paragraphs (i), (ii) and (iii) above, if, where applicable, the
Valuation Date of any Non-Predominant Exchange Security does not fall on the
same Valuation Date as the Predominant Exchange Security, then, for the purposes
of determining CMV, the VWAP or, as the case may be, the Closing Price of any
such Non-Predominant Exchange Security shall be calculated using the relevant
VWAP or, as the case may be, the Closing Price applicable on the first
Valuation Date for such Non-Predominant Exchange Security immediately preceding
the Valuation Date for the Predominant Exchange Security. Daily Relevant
Proportion means, for each Valuation Day in the relevant Calculation Period, a
ratio determined by the Calculation Agent as follows:  (i)if the CMV on such
Valuation Day is less than or equal to SEK 285 (the Minimum Threshold Price),
one;  (ii)if the CMV an such
Valuation Day is less than the Maximum Threshold Price (as defined below) but
greater than the Minimum Threshold Price, the following:  285CMV
  ; and
  (iii)if the CMV on such
Valuation Day is greater than or equal to SEK 370.5 (the Maximum Threshold
Price), the following:  85.51 -(
  CMV
  ).
  Discounted Interest
Amount means, in respect of each Note, an amount in U.S. dollars, calculated
by the Calculation Agent (rounded, if applicable, to the nearest cent, half a
cent being rounded down), equal to the aggregate amount of all, and any part of
any, unmatured Fixed Interest Amounts relating to such Note in respect of Fixed
Interest Payment Dates falling after the relevant Settlement Date and up to and
including the Maturity Date. discounted from the Maturity Date to the relevant
Settlement Date at the Discount Rate. Discount Rate shall be the rate per
annum determined by the Calculation Agent as follows:  (i)the Discount Rate
shall be determined through the use of interpolation for the length of the
period from (and including) the relevant Settlement Date until (but excluding)
the Maturity Date (the Discount Rate Determination Period) by reference to
the U.S. dollar offer rates appearing on the Reuters Screen page LIBOR 01 as of
11.00 a.m. London time on the day that is two London Banking Days before
the relevant Settlement Date;  Exh 2.2-41 
   (ii)if such rates do not
appear on such page as of 11.00 hours (London time) on the day that is two
London Banking Days before the relevant Settlement Date then:  (a)if the Discount Rate
Determination Period is one year or less, the Discount Rate shall be determined
through the use of interpolation for the Discount Rate Determination Period by
reference to the rates determined mutatis mutandis in accordance with the
procedures described under USD-LIBOR-Reference Banks in the ISDA Definitions
(as defined below), where: Designated Maturity means the length of the
Discount Rate Determination Period; London Banking Day means a day on which
commercial banks are open for IReset Date shall be two London Banking Days
immediately prior to the relevant Settlement Date;  (b)if the Discount Rate
Determination Period is more than one year:  (i)the Discount Rate
shall be determined through the use of interpolation for the length of the
Discount Rate Determination Period by reference to the mid swap rates for U.S.
dollar swaps, expressed as a percentage, which appear on the Reuters Screen
page ISDAFIXl as of 11.00 a.m. New York City time on the day that is two
London Banking days before the relevant Settlement Date;  (ii)if such rates do not
appear on such page as of 11.00 a.m. New York City time on the day that is
two London Banking Days before the relevant Settlement Date then the Discount
Rate shall be determined through the use of interpolation for the Discount Rate
Determination Period by reference to the rates determined mutatis mutandis in
accordance with the procedures described under USD-LIBOR-Reference
Banks as referred to in sub-paragraph (a) above.  Distribution
means, in respect of any Exchange Property, any cash, property or other assets
paid, made or transferred by or on behalf of, or charged and provided for in
the accounts of, the relevant issuer of or obligor under any such Exchange
Property to holders or owners of such Exchange Property, including, but not
limited to, evidence of indebtedness, interest, dividends, income, benefits or
other rights derived from, and the granting for free of additional Exchange
Securities or other property, assets or rights, subscription rights or
put-options against the issuer of or obligor under, any such Exchange Property.  Early Closure
means the closure on any Trading Day of the Exchange prior to its scheduled
weekday closing time unless such earlier closing time is announced by such
Exchange at least one hour prior to the actual closing time for the regular
trading session on such Exchange on such Trading Day.  Exchange means
Stockholmsborsen AB. For the purposes of these Conditions, except where the
context otherwise requires, references to the Exchange shall, if the Exchange
Securities or the relevant Exchange Securities are not listed on the Exchange
at the relevant time, be construed as references to such other United States,
Canadian, Japanese, Hong Kong, Australian or European Union (as it exists
today) regulated stock exchange or to any other similarly regulated markets on
which Exchange Securities or the relevant Exchange Securities are primarily so
listed at such time, as selected by the Calculation Agent, following the advice
of an Expert if there are more than one (with preference to be given to the
regulated stock ex change with the highest average trading volume of Exchange
Securities or the relevant Exchange Securities).Exchange Disruption means, in
respect of any publicly-traded Exchange Security, any event (other than a
Trading Disruption or an Early Closure) that disrupts or impairs (in the
opinion of the Calculation Agent) the ability of market participants in general
to effect transactions in, or obtain market values for, such Exchange Security
on the relevant Exchange.  Exchange Period
means, subject to Condition 9(b), the period commencing on and including 17
September 2003 to and including the date which is 25 Trading Days prior to
the Maturity Date.  Exh 2.2-42 
   Exchange Property
means, initially, the 8,968,400 Tele2 B Shares constituting the initial
Exchange Property, and subsequently such Exchange Securities, Exchange Property
Cash and/or other property constituting for the time being the Exchange
Property in accordance with these Conditions. Exchange Property Cash means
any cash for the time being comprised in the Exchange Property.  Exchange Property
per Note means, with respect to each Note to be redeemed and exchanged, a
fraction of the Exchange Property, the numerator of which fraction shall be one
and the denominator of which shall correspond to the total number of Notes
(including the Note which is the subject of such exchange) which are
outstanding at such time (excluding for this purpose the number of Notes in
respect of which the Exchange Right has been exercised by any Noteholder where
the relevant Exchange Property has not yet been delivered, as well as such
undelivered Exchange Property), such fraction of the Exchange Property
initially comprising 50 Tele2 B Shares.  Exchange
Securities means any part of the Exchange Property comprising shares, options,
warrants, bonds, debentures, or other negotiable or transferable securities or
instruments, subject to adjustment in accordance with these Conditions.  Expert means an
independent investment bank or, for the purposes of the determination of any
assets other than Exchange Securities pursuant to paragraph (iii) of the
definition of CMV above, an independent appraiser, in each case of
international repute selected by the Calculation Agent in consultation with the
Issuer and approved in writing by the Trustee.  ISDA Definitions
means the 2000 ISDA Definitions as published by the International Swaps and
Derivatives Association, Inc. without regard to any subsequent edition or
amendment.  Issuers Specified
Proportion means, in relation to each Note being redeemed, a ratio equal to
one minus the Relevant Proportion, the Maximum Proportion or, as the case may be,
the Minimum Proportion.  Mandatory Exchange
means a redemption of the Notes pursuant to the provisions of Condition 5(8) or
(c).  Market Disruption
Event means, in respect of any publicly-traded Exchange Security, the
occurrence or existence of (i)(a) a Trading Disruption or (b) an Exchange
Disruption, in each case on any relevant Trading Day and which the Calculation
Agent determines is material. At any time during the one hour period that ends
at the close of such Trading Day. or (ii) an Early Closure.  Maximum Proportion
means the Relevant Proportion of any Exchange Property per Note which would be
deliverable assuming CMV is equal to the Minimum Threshold Price on each
Trading Day in the relevant Calculation Period (i.e., 100 per cent. of the
Exchange Property per Note).  Minimum Proportion
means the Relevant Proportion of any Exchange Property per Note which would be
deliverable assuming CMV is equal to the Maximum Threshold Price on each
Trading Day in the relevant Calculation Period (i.e., 76.92 per cent. of the
Exchange Property per Note).  Non-Predominant
Exchange Security means, where relevant, any Ex change Security other than the
Predominant Exchange Security.  Predominant
Exchange Security means, if at any time there is more than one type or series
of Exchange Security in the Exchange Property, such type or series of Exchange
Security which the Calculation Agent considers to represent the largest
proportion or weighting in the Exchange Property.  Redemption Date
has the meaning provided in Condition 5(c).  Relevant
Proportion means the sum, calculated by the Calculation Agent, of the Daily
Relevant Proportion for each Valuation Day in the relevant Calculation Period
divided by the number of Valuation Days in such Calculation Period.  Exh 2.2-43 
   Relevant Rate
means on any day, and, in respect of the conversion of one currency into
another currency, the rate of exchange between such currencies appearing on
Reuters page ECB 37 on that day, or, if that page is not available or that rate
of exchange does not appear on that page on that day, the rate of exchange
between such currencies appearing on such other screen or information service,
or determined in such other manner, as the Calculation Agent shall determine.  SEK means Swedish
krona.  Settlement Date
means the date for the delivery of any Exchange Property and/or cash pursuant
to these Conditions which shall be (i) in the case of a Voluntary Exchange
of the Notes pursuant to Condition 6(a), the 10th Trading Day following the
relevant Notification Date and (ii) in the case of all other redemptions
of the Notes pursuant to the Conditions, the sixth Trading Day following the
end of the relevant Calculation Period.  Tax Event means
the withholding or deduction required to be made for any Luxembourg taxes in
respect of any pay to be made in respect of any of the Notes.  Trading Day means,
in respect of any publicly-traded Exchange Security forming part of the
Exchange Property at the relevant time, any Business Day on which the relevant
Exchange is open for trading other than a day on which trading ceases prior to
its regular weekday closing time.  Trading Disruption
means, in respect of any publicly-traded Exchange Security, any
suspension of, or limitation imposed on, trading by the relevant Exchange or
otherwise, and whether by reason of movements in price exceeding limits
permitted by such Exchange or otherwise relating to such Exchange Security.  Valuation Day
means (i) in respect of any publicly-traded Exchange Security, the
relevant Trading Day and (ii) in respect of any non-publicly-traded
Exchange Security or other property or asset forming part of the Exchange
Property at the relevant time, the Business Day falling on suchTrading Day.  Voluntary Exchange
means a redemption of the Notes pursuant to these Conditions, other than a
Mandatory Exchange.  VWAP means, in
respect of any publicly-traded Exchange Securities forming part of the
Exchange Property on any Valuation Day, the volume weighted average trading
price for such Exchange Securities published as the normal quote on Bloombergs
AQR (average quote recap) page for such Valuation Day; provided that, if at any
time after the commencement of the relevant Calculation Period and prior to the
relevant Settlement Date, the publicly-traded Exchange Securities shall
have been quoted ex-dividend, ex-Distribution or ex-any other entitlement to
another security or asset and during some other part of such period shall have
been quoted cum-dividend, cum-Distribution or cum-any other entitlement to
another security or asset, then the trade prices on the Valuation Days during
such period on which the publicly-traded Exchange Securities shall have
been quoted cum-dividend, cum-Distribution or cum-any other entitlement to
another security or asset shall, for the purpose of this definition, be deemed
to be the amount thereof reduced by an amount equal to the value of such
dividend, Distribution or other entitlement per publicly-traded Exchange
Security.  (c)Early Mandatory
Exchange following an Event of Default  The Issuer shall,
within 15 Trading Days of any notice delivered pursuant to Condition 14 or the
date of any Event of Default arising pursuant to Condition 14(d) (the
Redemption Date), redeem the Notes (in whole but not in part) by:  (i)delivering to the
Noteholders in respect of each Note held by them, the Maximum Proportion of the
Exchange Property per Note as at the last day of the relevant Calculation
Period; and  Exh 2.2-44 
   (ii)paying to such
Noteholder in respect of each such Note an amount equal to the aggregate of
(x) the Accrued Interest and (y) the Discounted Interest Amount.  6.Exchange
Rights  (a)Voluntary Exchange
by Noteholders  At any time during
the Exchange Period, and except as otherwise provided herein, each Noteholder
will have the right (the Exchange Right) to have each of its Notes redeemed
by Exchange for the Minimum Proportion of the Exchange Property per Note
calculated as at the Notification Date (as defined in paragraph (d)
below).  Without prejudice to
Condition 4(b), no Accrued Interest or Discounted Interest Amount shall be
payable in respect of any Note for which an Exchange Notice shall have been
given pursuant to this Condition 6(a).  (b)Voluntary Exchange
by Noteholders following a Tax Event  The Issuer shall, as
soon as reasonably practicable and in any event not later than seven days after
the occurrence of a Tax Event, give notice to the Trustee and the Noteholders,
in accordance with Condition 18, of such Tax Event.  Before giving such
notice in relation to a Tax Event, the Issuer will deliver to the Trustee a
certificate signed by a duly authorised officer of the Issuer stating, and
setting forth a statement of the facts showing, that a Tax Event has occurred,
and an opinion of independent counsel confirming the same.  If any Noteholder
exercises its Exchange Right in respect of any Note at any time during the period
commencing on the date of the notice of any such Tax Event and, subject to the
provisions of Condition 7(b)(vi) below, ending on the 60th day thereafter,
such Note shall be redeemed on the relevant Settlement Date by:  (i)delivering to the
Noteholders in respect of each Note the subject of any such exercise, the
Relevant Proportion of the Exchange Property per Note as at the relevant
Notification Date; and  (ii)paying to such
Noteholder in respect of each such Note, an amount equal to the aggregate of
(x) the Accrued Interest and (y) the Discounted Interest Amount.  (c)Voluntary Exchange
by Noteholders following a Take-Over Offer  The Issuer shall as
soon as reasonably practicable and in any event no rater than the seventh
Trading Day following the making of any Offer (as defined in Condition 9(a)),
notify the Calculation Agent, the Trustee and the Principal Paying and Exchange
Agent and the Noteholders of such Offer in accordance with Condition 18. If any
Noteholder exercises its Exchange Right in respect of any Note at any time
during the period commencing on the date of such notice and, subject to the
provisions of Condition 7(b)(vi) below, ending on the 60th day after such
Offer becomes or is declared unconditional, such Note shall be redeemed on the
relevant Settlement Date by:  (i)delivering to the
Noteholders in respect of each Note the subject on any such exercise, the
Relevant Proportion of the Exchange Property per Note as at the relevant
Notification Date; and  (ii)paying to such Noteholder
in respect of such Note, an amount equal to the aggregate of (x) the
Accrued Interest and (y) the Discounted Interest Amount.  Exh 2.2-45 
   (d)Procedure for
exercising Exchange Rights and for Mandatory Exchange  Subject to the
provisions of this Condition 6(d), each Noteholder may exercise its Exchange
Right in respect of any of its Notes during the Exchange Period by delivering
the relevant Note or Notes together with a duly executed exchange notice in, or
substantially in, the form set forth in the Agency Agreement (each an Exchange
Notice) to the specified office of any Paying and Exchange Agent outside the
United States.  As a precondition to
any delivery of Exchange Property and any payment pursuant to a Mandatory
Exchange, a Noteholder shall be required to deliver the relevant Note or Notes
together with a duly executed Exchange Notice to the specified office of any
Paying and Exchange Agent outside the United States by not later than six, Business
Days prior to the relevant Settlement Date.  The Exchange Notice
will be considered given on the Trading Day immediately following the date on
which the relevant Note or Notes and the Exchange Notice are deposited at the
specified office of the relevant Paying and Exchange Agent, before
14.00 hours on a business day (being a day, other than a Saturday or a
Sunday, on which commercial banks are open) in the city where the relevant
Paying and Exchange Agents specified office is located. The date on which such
Exchange Notice shall have been so given shall be the Notification Date. The
Exchange Notice shall specify:  (i)the name and address
of the Noteholder;  (ii)the number and
aggregate principal amount of Notes being exchanged;  (iii)the Noteholders
account at Euroclear or Clearstream, Luxembourg to be debited with such Notes
and an irrevocable authorisation to Euroclear or Clearstream, Luxembourg to
effect such debit;  (iv)that the Noteholder
represents and warrants that the Notes to be exchanged are owned by it (or a
person for whose account it holds the Notes) free from all liens, charges,
encumbrances and other third party rights;  (v)in the case of
Exchange Property comprising securities, the number and account name of the
security account(s) at Euroclear, Clearstream, Luxembourg or such other
clearing system through which such securities are cleared and which is to be
credited with any such Exchange Property or, in the case of any securities
comprised in the Exchange Property that are not cleared through a clearing
system, the address to which any relevant certificates are to be sent,
uninsured and at the risk of the relevant Noteholder;  (vi)the number and
account name of an SEK account in Stockholm to which any Exchange Property comprising
cash, and of a U.S. dollar account with a bank in New York City to which any
Accrued Interest and Discounted Interest Amount, is to be paid by or on behalf
of the Issuer;  Exh 2.2-46 
   (vii)(in the case of an
exercise of Exchange Rights only and not on a Mandatory Exchange) that the
Noteholder represents and warrants that, at the time of signing and delivery of
the Exchange Notice, (A) it understands that the Tele2 B Shares and/or any
other part of the Exchange Property to be transferred upon redemption of the
Notes have not been registered under the U.S. Securities Act of 1933, as
amended (the Securities Act) and (B) it is not a U.S. person nor acting
for the account or benefit of a U.S. person (as defined in Regulation S
under the Securities Act, Regulation S) and is located outside the United
States within the meaning of Regulation S, is acquiring the Tele2 B Shares
and/or any other part of the Exchange Property to be transferred upon
redemption of the Notes in an offshore transaction (as defined in
Regulation S) in accordance with Rule 903 of Regulation S and
understands that the Tele2 B Shares and/or any other part of the Exchange
Property may not be delivered within the United States upon redemption of the
Notes and may not be resold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act; and  (viii)that such Noteholder
authorises the production of such Exchange Notice in any applicable administrative
or legal proceedings.  If, in the case of a
Mandatory Exchange, the Exchange Notice and the relevant Note or Notes are not
delivered to the specified office of a Paying and Exchange Agent outside the
United States by not later than six Business Days prior to the relevant
Settlement Date, then (1), if the Settlement Date is a Fixed Interest Payment
Date, the Fixed Interest Amount will be paid in accordance with Condition 10(a)
on such Fixed Interest Payment Date and (2) the relevant Exchange Property
and any cash amount (other than any such Fixed Interest Amount) due to the
relevant Noteholders will be paid or delivered to the Trustee or as the Trustee
may direct on the relevant Settlement Date. All of such Exchange Property shall
be sold by or on behalf of the Trustee (without the Trustee having any
responsibility for any loss occasioned thereby) as soon as practicable, and
(subject to any necessary consents being obtained and to the deduction by the
Trustee of any amount which it determines to be payable in respect of its
liability to taxation and the payment of any capital, stamp, issue or
registration duties (if any) and any costs incurred by the Trustee in
connection with the allotment and sale thereof) the net proceeds of sale
(converted where applicable into SEK) together with any such cash amount paid
to the Trustee shall be held by or on behalf of the Trustee and distributed
rateably to the holders of the relevant Notes in accordance with Condition
10(a) or in such other manner as the Trustee shall determine and notify to
Noteholders in accordance with Condition 18. The amount of such net proceeds of
sale and any such cash amount paid as aforesaid payable to a holder pursuant to
this paragraph shall be treated for all purposes as discharging the Issuers
obligations in respect of the relevant Notes.  The Trustee shall
have no obligation or liability in respect of any sale of Exchange Property
whether for the timing of any such sale or the price at which any such Exchange
Property are sold or the inability to sell any such Exchange Property, or at
the rate at which the net proceeds of any such sale are converted into SEK.  Once delivered to
the Paying and Exchange Agent, an Exchange Notice will be irrevocable. Any
determination as to whether any purported Exchange Notice has been duly
completed and properly delivered shall be made by the Paying and Exchange Agent
and shall, save in the case of a manifest error, be conclusive and binding on
the Issuer, the Guarantor, the Trustee, the Paying and Exchange Agents and the
relevant Noteholder. In the event that any expenses are payable by a Noteholder
arising out of the exercise of the Exchange Right, the Noteholders will make
payments to the account specified by the relevant Paying and Exchange Agent.  Exh 2.2-47 
   7.Settlement
and Other Miscellaneous Provisions  (a)Settlement  The Calculation
Agent shall notify the Issuer and the Principal Paying and Exchange Agent, no
later than 17.00 hours (London time) on the fifth Trading Day immediately
preceding the relevant Settlement Date, of the Relevant Proportion, the Maximum
Proportion or, as the case may be, the Minimum Proportion of the Exchange
Property per Note to be transferred by or on behalf of the Issuer to each
Noteholder pursuant to Condition 5 or 6, as well as, where applicable, any cash
amount (including any Accrued Interest and Discounted Interest Amount) due to
each Noteholder (including in respect of any fractional Exchange Security as described
in Condition 7(b)(vi)).  The Issuer shall
cause, on or before the relevant Settlement Date, the Relevant Proportion, the
Maximum Proportion or, as the case may be, the Minimum Proportion of the
Exchange Property per Note and any cash amount in respect of all Notes being
redeemed to be transferred to the relevant Noteholders. Such transfer shall be
made, in respect of any Exchange Property comprising Exchange Securities or
cash in the case of any Voluntary Exchange, to such securities and/or cash accounts
and otherwise as specified in the relevant Exchange Notices other than any
Fixed Interest Amount payable, which shall be paid as provided in Condition
10(a).  (b)Miscellaneous
provisions applicable to both mandatory and voluntary redemption  (i)Settlement
Disruption Event  If a Settlement
Disruption Event occurs on the Settlement Date, and delivery of any Exchange
Securities cannot be effected on the Settlement Date, then solely for purposes
of this Condition 7(b)(i), the Settlement Date with respect to such Exchange
Securities will be postponed until the first succeeding calendar day on which
delivery can take place through a national or international settlement system
or in any other commercially reasonable manner.  Settlement
Disruption Event means an event beyond the control of the Issuer as a result
of which any central securities depositary cannot settle the book-entry
transfer of such securities on such date.  (ii)Exchange Property
Record Date  A Noteholder shall,
upon redemption of each Note, be deemed to be a holder of record on the
Notification Date (in the case of a Voluntary Exchange), the Maturity Date (in
the case of Condition 5(a)) or the relevant Redemption Date (in the case of
Condition 5(c)), as the case may be, of all Exchange Securities and/or the
owner of any other propertyor assets included in the Exchange Property and, in
each case, comprised in the Relevant Proportion, the Maximum Proportion or, as
the case may be, the Minimum Proportion of the Exchange Property per Note.  Exh 2.2-48 
   If any Cash
Distribution is paid by or on behalf of the Issuer in respect of any such
Exchange Securities or other such property or assets during the period from
(but excluding) the Notification Date, the Maturity Date or the relevant
Redemption Date, as the case may be, to (and including) the relevant Settlement
Date (as extended pursuant to Condition 7(b)(i) (which Cash Distribution
has not otherwise been, or will be, paid in the form of an Additional Interest
Amount to the relevant Noteholder(s) in accordance with the provisions of
Condition 4(c)), then the Issuer shall make a cash payment (converted, if not
in SEK, into SEK at the Relevant Rate on the date the relevant Cash
Distribution is paid) in respect of each such Exchange Security in the Net
Amount of such Cash Distribution per Exchange Security (and any cash amount
received in respect of any fractional Exchange Security shall be increased by
the amount of such Cash Distribution attributable to such fraction) or
applicable for such other property or assets delivered, by transfer to the cash
account specified by the exchanging Noteholder in its Exchange Notice or, in
the case of any redemption of Notes pursuant to Condition 5, to the relevant
Noteholder in accordance with the provisions of Condition 10(a).  If an Adjustment
Event (as defined in Condition 8(b)) occurs during the period from (but
excluding) the Notification Date, the Maturity Date or the relevant Redemption
Date, as the case may be, to (and including) the Settlement Date (as extended
pursuant to Condition 6(b)(i) which would have resulted in an adjustment
to the Exchange Property per Note to be delivered to any Noteholder upon
redemption of any Note had such Adjustment Event occurred prior to the
Notification Date, Maturity Date or other relevant Redemption Date, as the case
may be, the Issuer will (unless it is able to confer on or deliver to such
Noteholder an irrevocable entitlement to or in respect of any additional Exchange
Property arising from such adjustment) deliver, or procure the delivery of,
such additional Exchange Property, as soon as reasonably practicable after
receipt thereof, to such Noteholder in accordance with the provisions of
Condition 7.  (iii)Release of Exchange
Property  Upon delivery of
Exchange Property pursuant to these Conditions or upon any purchase and
cancellation of the Notes, the Exchange Property per Note in respect of the
relevant Notes shall be released from the security referred to in Condition 2(c),
shall cease to be part of the Exchange Property and the Exchange Property shall
be reduced accordingly (and, in the case of a purchase and cancellation of any
Notes, the Exchange Property per Note in respect of the relevant Notes shall be
retained by, or delivered to, the Issuer). Any such release from security may
only be made in accordance with the terms of the Trust Deed, the Share Pledge
Agreement and the U.S. Security Agreement.  Upon delivery of
Exchange Property pursuant to these Conditions, the Issuers Specified
Proportion of the Exchange Property per Note shall cease to be part of the
Exchange Property and shall be released from the security referred to in
Condition 2(c) and retained by, or delivered to, the Issuer, and the Exchange Property
shall be reduced accordingly.  (iv)Taxes or Duties  Each Noteholder will
be responsible for the payment of any and all stamp, transfer, registration or
other taxes or duties (if any) arising on the exercise of Exchange Rights and
on the transfer, delivery or other disposition of Exchange Property by the
Issuer. None of the Issuer or any Paying and Exchange Agent will impose any
charge upon the exercise of Exchange Rights.  Exh 2.2-49 
   (v)Fractions Arising on
Exchange  No fraction of an
Exchange Security or any other property comprising the Exchange Property which
is not divisible shall be delivered on redemption of the Notes, and any such
fraction will be rounded down to the nearest whole multiple of an Exchange
Security or unit of any such other property. In the case of a fractional
Exchange Security, the Issuer shall make a cash payment in SEK to Noteholders
(provided that no payment shall be made to a Noteholder if it would otherwise
be less than SEK 250) equal in value to the product of (a) the
fraction of such Exchange Security to which such Noteholder would otherwise be
entitled and (b) the CMV of such Exchange Security, rounded to the nearest
SEK 0.10, with SEK 0.05 being rounded upwards, except that, in the
case of any redemption pursuant to Condition 6(a), CMV shall be calculated by
the Calculation Agent over the two-day period comprising the relevant
Notification Date and the immediately following Trading Day and taking the
average of the relevant values (rounded to the nearest SEK 0.10, with
SEK 0.05 being rounded upwards). The Exchange Property to be delivered to
any Noteholder shall be calculated on the basis of the aggregate number of
Notes held by such Noteholder and to be redeemed at any one time or, as the
case may be, the aggregate number of Notes in respect of which Exchange Rights
shall have been exercised by such Noteholder pursuant to the relevant Exchange
Notice, prior to determining whether any fractional Exchange Property exists.  (vi)Effect of Suspension
Periods  In the event of the
Exchange Rights being suspended in accordance with the provisions of Condition
9(b) during any period referred to in Condition 6(b) or (c), then any such
period shall be extended by the number of days during which such Exchange
Rights were so suspended.  (vii)Inability to deliver  If, at any time when
the transfer or delivery to any Noteholder of any property (including the
Exchange Securities) is required, such transfer or delivery would be unlawful
under the laws of any applicable jurisdiction or contrary to any official
declaration, order, directive or regulation in any applicable jurisdiction
(including but not limited to the inability of any Noteholder to give the
necessary certification requirements pursuant to these Conditions for the
Exchange of the Note), the Issuer will instead pay an amount in cash equal to
the Realised Value (as defined below) of the relevant property. The Issuer will
pay such amount in cash to the relevant Noteholder not later than seven days
following the determination of the Realised Value and otherwise in accordance
with directions given by the relevant Noteholder as provided in the relevant
Exchange Notice. Such payment of an amount equal to the Realised Value shall
satisfy in full the Issuers obligations to deliver the Exchange Property to
the Noteholders as contemplated by these Conditions.  Realised Value
means:  (i)where the property
concerned is actually disposed of, in the open market or otherwise, on an arms
length basis (as certified by an independent merchant or investment bank of
international repute selected by the Issuer and approved in writing by the
Trustee) in good faith within 21 days after such property was due to be
delivered, the net proceeds of such disposal (after deduction of any costs and
expenses properly incurred, not including the costs and expenses of such
independent merchant or investment bank) converted (if necessary) into Swedish
Krona at the spot buying rate of the independent merchant or investment bank
prevailing on the date such proceeds are received; or  Exh 2.2-50 
   (ii)where the relevant
property is not actually disposed of within such 21-day period,the Swedish
Krona amount (net of any costs and expenses which would have been properly
incurred, not including the costs of the independent Merchant or investment
bank) the Issuer would, in the opinion of an independent merchant or investment
bank of international repute selected by the Issuer and approved in writing by
the Trustee, be able to realise in respect of the property concerned (which may
for these purposes include cash), by exercising reasonable efforts to sell the
same in the open market within 21 days after such property was due to be
defivered; or  (iii)subject as provided
below, if, for the purposes of paragraph (ii) above, the relevant merchant
or investment bank is satisfied that an open market for the relevant property
existed at no time during such 21-day period, the Swedish Krona amount (net of
any costs and expenses which would have been properly incurred, not including
the costs of such merchant or investment bank) as the Issuer would, in the
opinion of such merchant or investment bank at the time such opportunity first
occurs, be able to realise in respect of the relevant property by exercising
reasonable efforts to sell (whether in the open market or otherwise) the
relevant property at the first available opportunity during the period of six
months following the expiry of such 21-day period; or  (iv)if such merchant or
investment bank is satisfied at the end of the six-month period referred to in
paragraph (iii) above that the Issuer would not, despite exercising
reasonable efforts, have been able to sell the relevant property during such
period, zero.  8.Exchange
Property Adjustments  The following
provisions shall govern the composition of the Exchange Property as of any date
of determination.  (a)Initial Exchange
Property  The Exchange
Property will initially comprise 8,968,400 Tele2 B Shares and will be subject
to adjustment only in accordance with Condition 8(b).  (b)Adjustment Events  The composition of
the Exchange Property will be adjusted upwards or downwards as follows under
the following circumstances (an Adjustment Event):  (i)Subdivision,
Consolidation or Reclassification  If there shall have
occurred a subdivision, consolidation or reclassification of any Exchange
Securities or any other Exchange Property, then the securities resulting from
such subdivision, consolidation or reclassification, so far as attributable to
the Exchange Securities or to such other Exchange Property, shall be included
in the Exchange Property.  Exh 2.2-51 
   (ii)Rights Issues  If further Exchange
Securities or any other Exchange Property, or options, warrants or rights to
subscribe, purchase or acquire, or convert into, Exchange Securities or any
other Exchange Property shall be offered by way of rights to holders of
Exchange Securities or the owners of such other Exchange Property (each a
Rights Issue), then (provided that it is possible to sell such rights under
applicable law and/or the terms of the Rights Issue) there shall be added to
the Exchange Property such number of Exchange Securities or options, warrants
or rights or such amount of such other Exchange Property as could be subscribed
or purchased if sufficient rights are sold on an arms length basis in good
faith to enable the whole of the balance of such rights to be taken up (after
the deduction of costs and expenses in connection therewith). For the avoidance
of doubt, and without prejudice to the terms of this Condition 8(b)(ii), there
shall be no obligation on the Issuer to subscribe rights offered to it in any
Rights Issue and, to the extent that it is not possible to sell such rights
under applicable law and/or the terms of the Rights Issue, there will be no
addition to the Exchange Property in the event of a Rights Issue.  Any Exchange Securities
or other Exchange Property or options, warrants or rights taken up pursuant to
this paragraph shall be added to and form part of the Exchange Property.  Pending application
of the provisions of this paragraph, such rights shall form part of the Exchange
Property.  (iii)Bonus Issues,
Distributions and Reorganisations  If any one of the
following occurs:  (a)Exchange Securities
or other securities are issued credited as fully paid to holders of Exchange
Securities or the owners of such other Exchange Property by way of
capitalisation of profits or reserves or in lieu of the whole or any part of
any cash dividend or interest under such Exchange Securities or such other
Exchange Property;  (b)any Distributions or
Capital Repayments (other than Cash Distributions or securities by way of a
bonus issue as described in paragraph (a)) are distributed or made to
holders of Exchange Securities or the owners of such other Exchange Property;  (c)pursuant to any
scheme of arrangement, reorganisation, amalgamation, merger, demerger or
reconstruction of any company or companies (whether or not involving
liquidation or dissolution), any further shares or other securities, any
evidence of indebtedness or assets (including cash) are issued, transferred or
distributed to holders of Exchange Securities,  then
such shares, other securities, Distributions, Capital Repayments, evidences of
indebtedness, cash or other assets received in relation to the relevant event,
so far as attributable to the Exchange Property, shall be included as part of
the Exchange Property. For the avoidance of doubt, any Cash Distribution
corresponding to any Additional Interest Amount paid, or to be paid, to the
Noteholders pursuant to Condition 4(c) shall not form part of the Exchange
Property.  (iv)Other Adjustment
Events  If the Calculation
Agent (with the prior written approval of the Trustee) determines that an
adjustment should be made to the Exchange Property as a result of one or more
events or circumstances not referred to in paragraph (b)(i), (ii) or
(iii) (even if the relevant event is, or circumstances are, specifically
excluded from the operation of paragraph (b)(i), (ii) or (iii)), the
Calculation Agent, after consultation with the Issuer and the Expert, shall
determine as soon as practicable what adjustment (if any) to the Exchange
Property is fair and reasonable to take account of such event(s) or
circumstance(s) and the date on which such adjustment should take effect in
accordance with such determination.  Exh 2.2-52 
   (c)Notice  The Issuer shall
give notice to the Trustee and to the Noteholders in accordance with Condition
18 and to the Luxembourg Stock Exchange (so long as the Notes are listed on the
Luxembourg Stock Exchange) of any change (or, at the Issuers discretion, any
prospective change) in the composition of the Exchange Property as soon as
reasonably practicable following such change (or, if the notice is given in
respect of a prospective change, at such time as the Issuer shall determine),
including details of the Exchange Property per Note following such change.  (d)Determination  If any doubt shall
arise as to whether an Adjustment Event has occurred, or as to the adjustment
to be made to the composition of the Exchange Property or as to the Exchange
Property per Note, a determination by the Calculation Agent (having first
consulted with the Expert) in respect thereof shall (save in the case of
manifest error) be final and binding on the Issuer, the Guarantor, the Trustee,
the Noteholders and the other Agents.  (e)Voting Rights in
respect of the Exchange Property  The Issuer will be
entitled to exercise such voting rights attaching to any Exchange Security or
any other Exchange Property that it may be entitled to at its discretion. The
Noteholders shall have no voting or other rights attaching to any Exchange
Security or any other Exchange Property prior to exchange.  9.General
Offers  (a)Acceptance of Offers  In the event of an
Offer for any Exchange Security, the Issuer shall have absolute discretion to
accept such Offer (and as to any alternative consideration) or reject such
Offer, provided that (1) the Issuer will not accept such Offer
(a) prior to the Specified Date (as defined below) in respect thereof and (b) unless
the value of the consideration offered for such Exchange Security pursuant to
the Offer (the Offer Consideration) is equal to or greater than the value of
such Exchange Security, and (2), subject as provided in (1) above, where
the terms of the Offer are such that the Issuer may decide whether to accept
the Offer Consideration in the form of cash or securities, if the Issuer
accepts the Offer, the Issuer shall accept the type of Offer Consideration
which has the highest value. For the avoidance of doubt, (i) the Issuer
may announce its intention, to accept any Offer prior to the Specified Date,
and (ii) if there are two simultaneous Offers, the Issuer may accept
either Offer (including the Offer which includes the lower Offer Consideration)
or neither Offer. The value of such Exchange Security and the value of any
Offer Consideration will be determined by the Calculation Agent in consultation
with the Expert.  If the Issuer
accepts such Offer (or, if the Exchange Securities are subject to compulsory
acquisition), then, with effect from the Final Date (as defined below), the
Exchange Property will consist, in whole or in part, of the Offer
Consideration, or the consideration received pursuant to such compulsory
acquisition.  Except for Offers
made pursuant to compulsory acquisitions in accordance with applicable
legislation, the Issuer will not accept any Offer in respect of such part of
the Exchange Property which would be deliverable to those Noteholders who have
exercised Exchange Rights in respect of Notes prior to the suspension of the
Exchange Rights as provided below.  Exh 2.2-53 
   The Issuer shall at
all times be entitled at its discretion, in relation to any shares or other
securities owned or controlled by it or in respect of which it is entitled to
exercise voting rights (whether or not such shares or securities comprise
Exchange Property), to vote on, exercise its rights in respect of, or otherwise
participate in (or in any such case refrain from doing so), any scheme of
arrangement, reorganisation, amalgamation, merger, demerger or reconstruction
of any company or companies (whether or not involving liquidation or
dissolution), as it thinks fit.  For the purposes of
this Condition 9(a):  Final Date means,
in relation to any Offer, the date upon which the Offer Consideration is made
available to the holders of the Exchange Securities.  Offer means an
offer to acquire by Exchange or purchase any Exchange Securities, whether
expressed as a legal offer, an invitation to tender or in any other way, in
circumstances where such offer is available to all holders of the relevant
securities or all such holders other than any holder who is, or is connected
with, or is or is deemed to be acting in concert with, the person making such
offer or to whom, by reason of the laws of any territory or requirements of any
recognised regulatory body or any stock Exchange in the territory, it is
determined not to make such offer.  Specified Date
means, in relation to any Offer, the final date for acceptance of such Offer
which, if such Offer is, prior to such final date, extended, shall be the final
date for acceptance of the extended Offer.  (b)Suspension of
Exchange Rights  The Exchange Rights
shall be suspended from and including (i) the sixth Trading Day prior to
the Specified Date (assuming the date then scheduled to be the Specified Date
will in fact be the Specified Date) until the acceptance of the relevant Offer
is withdrawn or the relevant Offer lapses or becomes or is declared
unconditional in all respects and (ii) the date any vote is cast in
relation to any applicable scheme referred to in paragraph (a) above,
which is approved by the required majority, until the same is approved or
rejected by any relevant judicial or other authority or otherwise is or becomes
or is declared to be effective or the like. Notice of any such period of
suspension (including the commencement and termination thereof) will be given
by the Issuer to the Trustee, the Principal Paying and Exchange Agent and to
the Noteholders in accordance with Condition 18.  10.Payments  (a)Payment  Payment of any Fixed
Interest Amount due on any Interest Payment Date will be made against
presentation and surrender of the relevant Coupons at the specified office of
any Paying and Exchange Agent (subject to Condition 10(b)). Such payments will
be made by transfer to a U.S. dollar account maintained with a bank in New York
City specified by the relevant Noteholder.  Payment of any Additional
Interest Amounts and any amounts payable by the Trustee to Noteholders pursuant
to Condition 6(d) shall be made against presentation (and, in the case of any
such payment pursuant to Condition 6(d), surrender) of the relevant Note at the
specified office of any Paying and Exchange Agent (subject to Condition 10(b)),
and (in the case of payment of any Additional Interest Amount) the amount of
such payment shall be noted on the relevant Note. Such payments will be made in
SEK by transfer to an SEK account maintained with a bank in Stockholm specified
by the relevant Noteholder.  Payment of all other
amounts will be made as provided in these Conditions.  Exh 2.2-54 
   (b)U.S. Paying and
Exchange Agent  Payments of Fixed
Interest Amounts and Additional Interest Amounts may only be made at the
specified offices of Paying and Exchange Agents outside the United States of
America. Payments of Fixed Interest Amounts may be made at the specified office
of a Paying and Exchange Agent in New York City if (i) the Issuer shall
have appointed Paying and Exchange Agents with specified offices outside the
United States of America with the reasonable expectation that such Paying and
Exchange Agents would be able to make payment at such offices of the Fixed
Interest Amounts on the Notes in full in U.S. dollars when due,
(ii) payment in full of such amount at all specified offices of the Paying
and Exchange Agents outside the United States of America is illegal or effectively
precluded by Exchange controls or other similar restrictions, and
(iii) the relevant payment is permitted by applicable U.S. law.  (c)Due Date Not a
Business Day  If the due date for
any payment in respect of any Note or Coupon (or any later date on which a Note
or Coupon is presented for payment if presentation is so required) is not a
Business Day and (where presentation of the relevant Note or Coupon is
required) a business day in the place of presentation, then the holder will not
be entitled to the relevant payment until the next day which is a Business Day
and (where presentation of the relevant Note or Coupon is required) a business
day in the place of presentation, and will not be entitled to any interest or
other payment in respect of any such delay.  (d)Coupon  Coupons in respect
of any Fixed Interest Payment Date falling after the Settlement Date in respect
of the related Note will be void and no payment will be made in respect
thereof.  (e)Payments subject to
fiscal laws  All payments in respect
of the Notes are subject in all cases to any applicable fiscal or other laws
and regulations.  (f)Prescription  Claims in respect of
payment in respect of the Notes will become void 10 years (in the case of
principal) and five years (in the case of interest) after the date on which
such payment was due.  11.Repurchase
of Notes  The Issuer, or any
of its subsidiaries or affiliates, may at any time purchase Notes at any price
in the open market or in privately negotiated transactions, provided that all
unmatured Coupons are attached thereto and that such purchases are in
compliance with applicable laws and stock exchange regulations. All Notes and
Coupons which are so purchased will be cancelled and may not be reissued or
resold.  Exh 2.2-55 
   12.Withholding
Taxes  All payments of the
Fixed Interest Amount, Accrued Interest, Additional Interest Amount, Discounted
Interest Amount and all other amounts in respect of the Notes or Coupons by or
on behalf of the Issuer or the Guarantor shall be made free and clear of, and
without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within Luxembourg or any political subdivision thereof or any
authority therein or thereof having power to tax or of any other jurisdiction,
unless such withholding or deduction is required by law. If any such
withholding or deduction is so required, the relevant payment shall be made
subject to and after any such withholding or deduction and no additional
amounts shall be payable by the Issuer or the Guarantor, as the case may be, in
respect of such withholding or deduction.  13.Consolidation  The Issuer will not
consolidate with or merge into any other corporation or corporations, unless
the corporation formed by such consolidation, or into which the Issuer shall
have been merged, shall have expressly assumed in writing the due and punctual
payment of all amounts on all the Notes and the due and punctual performance
and observance of all of the covenants and conditions of the Notes and the
provisions of the Transaction Documents to be performed or observed by the
Issuer. In case of any such consolidation or merger, and following such an
assumption by the successor corporation, such successor corporation will
succeed to and be substituted for the Issuer with the same effect as if it had
been named herein. In the event of any such sale or merger, the Issuer or any
successor corporation which will theretofore have become such in the manner
described in this Condition 13 will be discharged from all obligations and
covenants under the Notes and the Agency Agreement and may be liquidated and
dissolved.  14.Events
of Default  The following will
be Events of Default (each an Event of Default) with respect to the Notes:  (a)Payment Delivery
Default  the
Issuer fails to pay when due any amount in respect of, and/or to deliver when
due Exchange Property in exchange for, the Notes and the Guarantor fails to pay
when due any amounts under the Guarantee and in any such case such failure
continues for a period of five Business Days or more;  (b)Breach of Agreement  the
Issuer or the Guarantor fails to comply with any of their respective other
covenants or agreements contained in any Transaction Document, the Notes or the
Agency Agreement and such default (i) is, in the opinion of the Trustee,
incapable of remedy; or (ii) being a default which is, in the opinion of
the Trustee, capable of remedy, remains unremedied for 30 days or such
longer period as the Trustee may agree after the Trustee has given written
notice thereof to the Issuer or the Guarantor, as the case may be;  (c)Cross-Default  (i)any indebtedness for
borrowed money of the Issuer is not paid when due or (as the case may be)
within any originally applicable grace period;  (ii)any indebtedness for
borrowed money of the Issuer becomes due and payable prior to its stated
maturity otherwise than at the option of the Issuer; or  Exh 2.2-56 
   (iii)the Issuer fails to
pay when due any amount payable by it under any guarantee or indemnity in
respect of any indebtedness for borrowed money of any other person, provided
that the aggregate principal amount of all such indebtedness for borrowed money
is at least U.S.$10,000,000 (or the equivalent in any other currency or
currencies);  (d)Bankruptcy  the
Issuer or the Guarantor (i) becomes insolvent or (ii) has entered
into a voluntary arrangement with its creditors, or is in liquidation or
subject to any analogous proceedings under any applicable law.  If any Event of
Default shall have occurred, the Trustee at its discretion may, and if so
requested in writing by holders of at least one-quarter in principal amount of
the outstanding Notes or if so directed by an Extraordinary Resolution of the
Noteholders shall, subject to the Trustee having been indemnified or provided
with security to its satisfaction, give written notice to the Issuer declaring
the Notes to be due and redeemable whereupon they will become immediately due
and redeemable in accordance with the provisions of Condition 5(c).  15.Agents  (a)Agents of the Issuer  The Agents (other
than the Calculation Agent), when acting in that capacity, are acting solely as
agents of the Issuer and the Guarantor and do not assume any obligation towards
or relationship of agency or trust for or with any Noteholder. The Calculation
Agent shall act as an independent expert and not as an agent for the Issuer,
the Guarantor or the Noteholders. All calculations and determinations pursuant
to these Conditions by the Calculation Agent pursuant to these Conditions
(including in determining whether an Adjustment Event has occurred and any
adjustments to the composition of the Exchange Property, as to the Exchange
Property per Note, the Relevant Proportion and related matters) shall (save in
the case of manifest error) be final and binding on the Issuer, the Guarantor,
the Trustee, the Noteholders and the other Agents.  (b)Agents  The names of the
initial Paying and Exchange Agents and their specified offices are set out
below. The Issuer and the Guarantor reserve the right under the Agency
Agreement at any time with the prior written approval of the Trustee to remove
any Paying and Exchange Agent, and to appoint other or further Paying and
Exchange Agents, provided that they will at all times maintain Paying and
Exchange Agents having specified offices in (i) London, (ii) one city
in continental Western Europe (which shall be Luxembourg, so long as the Notes
are listed on the Luxembourg Stock Exchange) and (iii) in a European Union
member state that will not be obliged to deduct tax pursuant to any European
Union Directive on the taxation of savings, implementing the conclusions of the
ECOFIN Council meeting of 26-27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, such Directive. In
addition, the Issuer and the Guarantor shall forthwith appoint a Paying and
Exchange Agent in New York City in the circumstances described in Condition
10(b) above (if there is no such Paying and Exchange Agent at the time) and
shall after such circumstances arise maintain such a Paying and Exchange Agent.
Notice of any such removal or appointment and of any change in the specified
office of any Paying and Exchange Agent will be given as soon as practicable to
the Noteholders in accordance with Condition 18.  Exh 2.2-57 
   16.Meetings
of Noteholders. Modification and Waiver. Entitlement of Trustee, Substitution,
Change and Indemnification of Trustee  The Trust Deed
contains provisions for convening meetings of the Noteholders to consider any
matter affecting their interests, including the sanctioning by Extraordinary
Resolution of a modification of the terms and conditions of the Notes or any
provisions of the Transaction Documents. Such a meeting may be convened by the
Issuer, the Guarantor, the Trustee or at the request of Noteholders holding not
less than 10 per cent. in principal amount of the Notes for the time being
outstanding. The quorum at any such meeting for passing an Extraordinary
Resolution is one or more persons holding or representing more than one-half in
principal amount of the Notes for the time being outstanding, or at any
adjourned meeting one or more persons being or representing Noteholders
whatever the principal amount of the Notes so held or represented, except that
at any meeting the business of which includes the modification of certain
provisions of the Transaction Documents, the Agency Agreement or the Notes
(including modifying the maturity of the Notes or the dates on which interest
is payable on them, reducing or cancelling the principal amount of, or Fixed
Interest Amount or Additional Interest Amount payable on, or varying the method
of calculating the rate of such interest or reducing the minimum rate of such
interest on, the Notes or changing the currency of payment in respect of the
Notes or modifying or cancelling the Exchange Rights or the security in respect
of the Exchange Rights or modifying or cancelling the Guarantee or modifying or
cancelling any rights relating to Mandatory Exchange of the Notes), the quorum
shall be one or more persons holding or representing not less than three-quarters
in principal amount of the Notes for the time being outstanding, or at any
adjourned su ch meeting one or more persons holding or representing not less
than one-quarter in principal amount of the Notes for the time being
outstanding. An Extraordinary Resolution passed at any meeting of the
Noteholders shall be binding on all the Noteholders, whether or not they are
present at the meeting, and all Couponholders. The Trust Deed provides that a
written resolution signed by or on behalf of the holders of not less than 90
per cent. in principal amount of Notes outstanding shall be as valid and
effective as a duly passed Extraordinary Resolution.  The Trust Deed
provides that the Trustee may agree, without the consent of the Noteholders, to
any modification (subject to certain exceptions as provided in the Trust Deed)
of, or to any waiver or authorisation of any breach or proposed breach of, any
of these Conditions or any of the provisions of the Transaction Documents or
the Agency Agreement, or may determine that any condition, event or act which,
but for such determination, would constitute an Event of Default shall not be
treated as such which in any such case, in the opinion of the Trustee, is not
materially prejudicial to the interests of the Noteholders or to any
modification of any of these Conditions of the Notes or any of the provisions
of the Transaction Documents or the Agency Agreement which is (in the opinion
of the Trustee) of a formal, minor or technical nature or which is made to
correct a manifest error or to comply with mandatory provisions of law. Any
such modification, waiver, authorisation or determination shall be binding on
the Noteholders and, unless the Trustee agrees otherwise, any such modification
shall be notified to the Noteholders as soon as practicable thereafter in
accordance with Condition 18.  In connection with
the exercise by it of any of its trusts, powers, authorities or discretions
(including, but without limitation, any modification, waiver, authorisation or
substitution<*>, the Trustee shall have regard to the interests of the
Noteholders as a class and, in particular, but without limitation, shall not
have regard to the consequences of such exercise for individual Noteholders
resulting from their being for any purpose domiciled or resident in, or
otherwise connected with, or subject to the jurisdiction of, any particular
territory and the Trustee shall not be entitled: to require, nor shall any
Noteholder be entitled to claim, from the Issuer or the Guarantor or any other
person any indemnification or payment in respect of any tax consequence of any
such exercise upon individual Noteholders.  Exh 2.2-58 
   The Trust Deed
contains provisions permitting the Trustee to agree, without the consent of the
Noteholders, to the substitution at any time or times of any other entity in
the place of the Issuer as the principal debtor (a Substituted Principal
Obligor) under the Trust Deed, the Transaction Documents and the Notes. By
subscribing to or purchasing the Notes, the Noteholders expressly consent to
any such substitution of the Issuer and expressly consent to the release of the
Issuer from any and all obligations in respect of the Notes and are deemed to
have expressly accepted such substitution. Such agreement shall be subject to
the relevant provisions of the Trust Deed, including an irrevocable and
unconditional guarantee by the Issuer (jointly and severally with the Guarantor
unless the Guarantor is the Substituted Principal Obligor) in form and
substance satisfactory to the Trustee, the making of appropriate arrangements
to safeguard the Exchange Rights and the preparation of a supplement with
certain supplementary information in relation to the Substituted Principal
Obligor to be filed with the Luxembourg Stock Exchange (as long as the Notes
are listed on the Luxembourg Stock Exchange). Notice of the substitution will
be given by the Issuer to the Noteholders in accordance with Condition 18.  Notice of the
retirement and removal of the Trustee will be given by the Issuer to the
Noteholders in accordance with Condition 18. The Trust Deed contains general
provisions for the retirement and removal of the Trustee.  The Trust Deed
contains provisions for the indemnification of the Trustee and for its relief
from responsibility, including provisions relieving it from taking proceedings
to enforce repayment or taking steps to enforce the Exchange Rights unless
indemnified to its satisfaction. The Trustee has no responsibility for delivery
of Exchange Property to Noteholders nor for the validity or value of the
Exchange Property nor for any insufficiency of the Exchange Property resulting
from any shortfall arising under the Securities Lending Agreement or from the
Trustee or the Issuer being liable for tax in respect of the Exchange Property.  The Trustee is
entitled to enter into business transactions with the Issuer, the Guarantor
and/or any other entity whose securities are from time to time comprised in the
Exchange Property or any entity related to any of them without accounting for
any profit as more particularly described in the Trust Deed.  Any certificate or
report or determination of the Calculation Agent or the Expert or any other person
called for by or provided to the Trustee (whether or not addressed to the
Trustee) in accordance with or for the purposes of the Trust Deed may be relied
upon by the Trustee as sufficient evidence of the facts therein (and shall, in
absence of manifest error, be conclusive and binding on all parties).  For the avoidance of
doubt, articles 86 to 94-8 of the Luxembourg company law of 1st
August 1925 on commercial companies, as amended, are excluded.  17.Replacement
of Notes  If any Note or
Coupon is mutilated, defaced, destroyed, stolen or lost, it may be replaced at
the specified office of the Paying and Exchange Agent in Luxembourg upon
payment by the claimant of such costs as may be incurred in connection
therewith and on such terms as to evidence and indemnity as the Issuer may
reasonably require. Mutilated or defaced Notes or Coupons must be surrendered
before replacements will be issued.  Exh 2.2-59 
   18.Notices  All notices
regarding the Notes will be valid if published in a leading newspaper having
general circulation in London (which is expected to be the Financial Times)
and, for so long as Notes are listed on the Luxembourg Stock Exchange and the
rules of that exchange so require, in a daily newspaper of general circulation
in Luxembourg (which is expected to be the Luxemburger Wort). Any such notice
will be deemed to have been given on the date of the first publication. If
publication as provided above is not practicable, notice will be given in such
other manner, and will be deemed to have been given on such date, as the
Trustee shall approve. Couponholders will be deemed for all purposes to have
notice of the contents of any notice given to the Noteholders in accordance
with this Condition.  19.Enforcement  (a)The Trustee may at
any time, at its discretion and without notice, take such proceedings against
the Issuer or the Guarantor as it may think fit to enforce the provisions of
the Transaction Documents and the Notes, but it shall not be bound to take any
proceedings or any other action in relation to the Transaction Documents or the
Notes unless (i) it shall have been so directed by an Extraordinary
Resolution of the Noteholders or so requested in writing by the holders of at
least one-quarter in principal amount of the Notes then outstanding, and
(ii) it shall have been indemnified and/or secured to its satisfaction.  (b)No Noteholder shall
be entitled to proceed directly against the Issuer or the Guarantor unless the
Trustee, having become bound so to proceed, fails so to do within a reasonable
period and such failure shall be continuing.  (c)No person shall have
any right to enforce any term or condition of the Conditions or the Trust Deed
under the Contracts (Rights of Third Parties) Act 1999.  20.Governing
Law and Submission to Jurisdiction  (a)The Trust Deed, the
Notes and the Coupons are governed by, and shall be construed in accordance
with, English law.  (b)The Issuer and the
Guarantor have agreed in the Trust Deed, for the benefit of the Trustee and the
Noteholders, that the courts of England are to have jurisdiction to settle any
disputes which may arise out of or in connection with the Trust Deed and the
Notes and that accordingly any suit, action or proceedings (together referred
to as Proceedings) arising out of or in connection with the Trust Deed or the
Notes may be brought in such courts.  (c)The Issuer and the
Guarantor have irrevocably waived in the Trust Deed any objection which they
may have now or hereafter to the laying of the venue of any such Proceedings in
any such court and any claim that any such Proceedings have been brought in an
inconvenient forum.  Exh 2.2-60 
   (d)Nothing contained in
this Condition shall limit any right of the Trustee or subject to this
Condition any Noteholder to take Proceedings against the Issuer or the
Guarantor, as the case may be, in any other court of competent jurisdiction,
nor shall the taking of Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether concurrently or not.  (e)The Issuer and the
Guarantor have appointed Metro International UK Limited at 3rd Floor, Interpark
House, 7 Down Street, London W1J 7AJ as their agent for service of process in
respect of any Proceedings in England and have undertaken in the Trust Deed
that, in the event of such agent ceasing so to act or ceasing to be registered
or to have a place of business in England, they will appoint another person (approved
by the Trustee) as their agent for service of process in England in respect of
any Proceedingsin England.  (f)Nothing herein shall
affect the right to serve process in any other manner permitted by law.  Millicom
Telecommunications S.A. (registered with the Luxembourg Register of Commerce
and Companies (Registre de Commerce et des Sociétés)) under number B 64899
was incorporated, for unlimited duration, as a limited liability company under
Luxembourg law by notarial deed on 3 June 1998 published in the Mémorial,
Journal Officiel du Grand-Duché de Luxembourg, Recueil Spécial des
Sociétés et Associations number 633 on 7 September 1998. The Articles of
Association of the Issuer have been amended several times and most recently by
notarial deed in Luxembourg on 26 June 2002.  The Articles of
Association of the Issuer are filed with the Trade and Company Registrar of the
District Court of Luxembourg.  The Issuers
registered office is at 75, route de Longwy, L-8080 Bertrange.  The Issuers
authorised capital is fixed at 39,775,025 divided into 1,591,001 shares with a
par value of 25, each of which is fully paid up.  The Issuers payment
obligations in respect of Fixed Interest Amounts, Accrued Interest, Discounted
Interest Amounts or, as the case may be, Additional Interest Amounts under the
Notes or Coupons are unconditionally and irrevocably guaranteed by the
Guarantor.  The Issuers
obligations in respect of the (Exchange Rights) pursuant to Condition 6,
redemption of the Notes and delivery of Exchange Property pursuant to
Conditions 5(a) and 5(c) (other than, in any such case, payment of any Accrued
Interest or Discounted Interest Amount) and in respect of Additional Interest
Amounts are secured in favour of the Trustee for the benefit of itself and the
Noteholders, subject as provided in these Conditions and the Transaction
Documents, pursuant to the Trust Deed as follows:  (i)by an assignment by
way of security of all the Issuers rights, title and interest in and to the
Securities Lending Agreement;  (ii)by an assignment by
way of security of all the Issuers rights, title and interest in and to the
Agency Agreement, including the Issuers rights to any sums held by the
Principal Paying and Exchange Agent under or pursuant to the Agency Agreement
to meet payments due in respect of the Notes;  (iii)by a share pledge
agreement (governed by Swedish law) (the Share Pledge Agreement) dated
7 August 2003 between the Issuer, the Trustee and Nordea Bank Sverige AB
(publ) and a first fixed charge over all Tele2 B Shares repaid by Deutsche Bank
AG London pursuant to the Securities Lending Agreement (which are not otherwise
charged by means of the Share Pledge Agreement); and  (iv)a first fixed charge
aver all other property comprising Exchange Property from time to time.  The Issuers
obligations in respect of Fixed Interest Amounts, Accrued Interest and
Discounted Interest Amounts are secured in favour of the Trustee for the
benefit of itself and the Noteholders, subject as provided in these Conditions
and the Transaction Documents by a security agreement (governed by New York
law) dated 7 August 2003 between the Issuer and the Trustee granting a
security interest in U.S. Treasury Securities, which security interest will be
perfected by the terms of a Control Agreement.  Exh 2.2-61


PRINCIPAL PAYING AND EXCHANGE
AGENT  Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB  PAYING AND EXCHANGE AGENT  Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L-1115 Luxembourg  Exh 2.2-62 
   Form of Fixed Rate Interest
Coupon  On the front:  MILLICOM
TELECOMMUNICATIONS S.A., société anonyme(Registered office: 75, route de Longwy, L-8080 Bertrange)
(R.C.S.. Luxembourg B 64899)  SEK
2,555,994,000 5.00 per cent. Fixed and Additional Rate Guaranteed Secured
Mandatory Exchangeable Notes due 2006 guaranteed by Millicom International
Cellular S.A.  Notes in the
principal amount of SEK 14,250.  Coupon
(calculated on the U.S. dollar Equivalent Amount of each Note of U.S.$1,727.27)
for the amount ofU.S.$43.18 payable on 7 February and 7 August
2004/2005/2006.  This Coupon is
payable to bearer (subject to the Conditions endorsed on the Note to which this
Coupon relates, which shall be binding upon the holder of this Coupon whether
or not it is for the time being attached to such Note) at the specified offices
of the Paying and Exchange Agents set out on the reverse hereof (or any further
or other Paying and Exchange Agents or specified offices duly appointed or
nominated and notified to the Noteholders).  If the Note to
which this Coupon relates shall have become due and payable before the maturity
date of this Coupon, this Coupon shall become void and no payment shall be made
in respect of it.  ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.  MILLICOM TELECOMMUNICATIONS S.A.  By:
  By:Director
  Director   Cp No.
  
  Denomination
  
  ISIN
  
  Series
  
  Certif. No.XS0173345140  Exh 2.2-63 
   On the back:  PRINCIPAL PAYING AND EXCHANGE
AGENT  Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB  PAYING AND EXCHANGE AGENT  Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L-1115 Luxembourg  Exh 2.2-64 
   Schedule 2
Part 1
Form of Temporary Global Note  ISIN: XS0173345140  Millicom
Telecommunications S.A., société anonyme(Registered office: 75, route de Longwy, L-8080 Bertrange)
(R.C.S. Luxembourg B 64899)(Incorporated for an unlimited duration, with limited liability in the Grand
Duchy of Luxembourg)
SEK 2,555,994,000 5.00 per cent.
Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due
2006 
guaranteed by Millicom International Cellular S.A.
(Incorporated with limited liability in the Grand Duchy of Luxembourg) and
exchangeable into Series B Shares of Tele2 AB (publ)  Temporary
Global Note  This is to
certify that the bearer is entitled to the relevant proportion of the Exchange
Property (as defined in the Conditions and as determined in accordance with the
Conditions) payable in respect of Notes in respect of the principal amount not
exceeding  Two billion, five hundred and fifty-five
million, nine hundred and ninety-four thousand Swedish kronor (SEK
2,555,994,000)  on the
Maturity Date, or such earlier date as exchange is effected in accordance with
the Trust Deed (as defined below) and with the terms and conditions (the Conditions)
of the Notes designated above (the Notes) set out in Schedule 1 to the trust
deed dated 7 August 2003 (the Trust Deed) between Millicom Telecommunications S.A. (the
Issuer),
Millicom International Cellular S.A. (the Guarantor)
and Deutsche Trustee Company Limited (the Trustee),
upon presentation and surrender of this Temporary Global Note and to pay
interest at the rate of 5.00 per cent. per annum on the U.S. dollar Equivalent
Amount (as defined in the Conditions) of each Note in arrear on 7 February and
7 August in each year and any Additional Interest Amounts, as defined and in
accordance with the Conditions and any other moneys payable in respect of this
Note, in each case subject to and in accordance with the Conditions. If this
Note has not been previously exchanged, it will be mandatorily exchanged on 7
August 2006 (in accordance with the Conditions).  On or after 17
September 2003 (the Exchange Date) this Temporary Global Note
may be exchanged in whole or part (free of charge to the holder) by its
presentation and, on exchange in full, surrender to or to the order of the
Principal Paying and Exchange Agent for interests in a permanent global note (the
Global
Note) in bearer form in an aggregate principal amount equal to the
principal amount of this Temporary Global Note submitted for exchange with
respect to which there shall be presented to the Principal Paying and Exchange
Agent a certificate dated no earlier than the Exchange Date fromEuroclear Bank S.A./N.V.,
as operator of the Euroclear System (Euroclear)
or Clearstream Banking, société anonyme (Clearstream, Luxembourg) substantially to
the following effect:  CERTIFICATE
Millicom Telecommunications S.A., société anonyme
(Incorporated for an unlimited duration, with limited liability in the Grand
Duchy of Luxembourg)  Exh 2.2-65 
   SEK
2,555,994,000 5.00 per cent.
Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due
2006 guaranteed by Millicom International Cellular S.A.
(Incorporated with limited liability in the Grand Duchy of Luxembourg) and
exchangeable into Series B Shares of Tele2 AB (publ)
Common Code 017334514 ISIN XS0173345140 (the Notes)  This is to
certify that, based solely on certificates we have received in writing, by
tested telex or by electronic transmission from member organisations appearing
in our records as persons being entitled to a portion of the principal amount
set out below (ourMember Organisations) substantially to
the effect set out in the temporary global note in respect of the Notes, as of
the date hereof, SEK principal amount of the Notes (1) is owned by persons that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source (United States persons), (2)
is owned by United States persons that (a) are foreign branches of United
States financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either
case (a) or (b), each such United States financial institution has agreed, on
its own behalf or through its agent, that we may advise the Issuer or the
Issuers agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (3) is owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the
further effect that United States or foreign financial institutions described
in clause (3) above (whether or not also described in clause (1) or (2)) have
certified that they have not acquired the Notes for purposes of resale directly
or indirectly to a United States person or to a person within the United States
or its possessions.  We further
certify (1) that we are not making available herewith for exchange (or, if
relevant, exercise of any rights or collection of any interest) any portion of
such temporary global Note excepted in such certificates and (2) that as of the
date hereof we have not received any notification from any of our Member
Organisations to the effect that the statements made by such Member
Organisation with respect to any portion of the part submitted herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.  We understand
that this certificate is required in connection with certain tax laws of the
United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorise you to produce this certificate to
any interested party in such proceedings.  Yours
faithfully  [EUROCLEAR BANK S.A./N.V.,
as operator of the Euroclear System] or [CLEARSTREAM
BANKING, SOCIÉTÉ ANONYME]  By:
  Dated:
    Exh 2.2-66 
   Any person
appearing in the records of Euroclear or Clearstream, Luxembourg as entitled to
an interest in this Temporary Global Note may require the exchange of an
appropriate part of this Temporary Global Note for an equivalent interest in
the Global Note by delivering or causing to be delivered to Euroclear or
Clearstream, Luxembourg a certificate dated not more than 15 days before the
Exchange Date in substantially the following form (copies of which will be
available at the office of Euroclear in Brussels and Clearstream, Luxembourg in
Luxembourg):  CERTIFICATE
Millicom Telecommunications S.A., société anonyme
(Incorporated for an unlimited duration, with limited liability in the Grand
Duchy of Luxembourg)
SEK 2.555,994,000 5.00 per cent. 
Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due
2006
guaranteed by Millicom International Cellular S.A.
(Incorporated with limited liability in the Grand Duchy of Luxembourg) and
exchangeable into Series B Shares of Tele2 AB (publ)
Common Code 017334514 ISIN XS0173345140 (the Notes)  To:
  Euroclear Bank S.A./N.V., as operator of
  the Euroclear System or Clearstream Banking,
  société anonyme  This is to
certify that as of the date hereof, and except as set out below, the Notes held
by you for our account (1) are owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States federal
income taxation regardless of its source (United States person(s)), (2) are owned by
United States person(s) that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either
case (a) or (b), each such United States financial institution hereby agrees,
on its own behalf or through its agent, that you may advise the Issuer or the
Issuers agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (3) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period
(as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and
in addition if the owner of the Notes is a United States or foreign financial
institution described in clause (3) above (whether or not also described in
clause (1) or (2)) this is to further certify that such financial institution
has not acquired the Notes for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.  As used
herein, United
States means the United States of America (including the States and
the District of Columbia) and its possessions include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.  We undertake
to advise you promptly by tested telex on or prior to that date on which you
intend to submit your certificate relating to the Notes held by you for our
account in accordance with your documented procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certificate applies as of such date.  Exh 2.2-67 
   This certificate
excepts and does not relate to SEK principal amount of such interest in the Notes in respect of which
we are not able to certify and as to which we understand exchange for an
equivalent interest in the Global Note (or, if relevant, exercise of any rights
or collection of any interest) cannot be made until we do so certify.  We understand
that this certificate is required in connection with certain tax laws of the
United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorise you to produce this certificate to
any interested party in such proceeding.  Dated:  By:  [Name of
person giving certificate]
As, or as agent for the beneficial owner(s) of the above Notes to which this
certificate relates.  Upon any
exchange of a part of this Temporary Global Note for an equivalent interest in
the Global Note the portion of the principal amount hereof so exchanged or
increased shall be endorsed by or on behalf of the Principal Paying and
Exchange Agent in the Schedule hereto, whereupon the principal amount hereof
shall be reduced (in the case of an exchange) for all purposes by the amount so
exchanged.  The Global
Note will be exchangeable in accordance with its terms for definitive Notes
(the Definitive
Notes) in bearer form.  This Temporary
Global Note is subject to the Conditions and the Trust Deed and until the whole
of this Temporary Global Note shall have been exchanged for equivalent
interests in the Global Note its holder shall be entitled to the same benefits
as if he were the holder of the Global Note for interests in which it may be
exchanged (or the relevant part of it as the case may be) except that (unless
exchange of this Temporary Global Note for the relevant interest in the Global
Note shall be improperly withheld or refused by or on behalf of the Issuer) no
person shall be entitled to receive any payment on this Temporary Global Note
or to exercise Exchange Rights in respect of any Notes represented by this
Temporary Global Note.  This Temporary
Global Note shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Principal Paying and Exchange Agent.  This Temporary
Global Note shall be governed by and construed in accordance with English law.  Exh 2.2-68 
   In
witness whereof the Issuer has caused
this Temporary Global Note to be signed on its behalf.  Dated 7 August
2003  Millicom Telecommunications S.A.  By:
  By:Director
  Director  This Temporary
Global Note is authenticated by or on behalf of the Principal Paying and
Exchange Agent.  By:   Authorised
Signatory  ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.   Exh 2.2-69 
   Schedule of
Reduction in Principal Amount of the Temporary Global Note  The following
increases or reductions in the principal amount of the Notes in respect of
which this Temporary Global Note is issued have been made as a result of
exchanges of an interest in this Temporary Global Note for an interest in the
Global Note (as defined in the Trust Deed):  Date of Exchange
  
  Amount
  of decrease in
  principal amount of this
  Temporary Global Note
  
  Principal
  amount of
  this Temporary Global
  Note
  following such
  decrease
  
  Notation
  made
  by or on behalf
  of the Principal
  Paying and
  Exchange Agent   Exh 2.2-70 
   Millicom
Telecommunications S.A. (registered with the Luxembourg Register of Commerce
and Companies (Registre de Commerce et des
Sociétés) under number B 64899 was incorporated, for unlimited
duration, as a limited liability company under Luxembourg law by notarial deed
on 3 June 1998 published in the Mémorial,
Journal Officiel du Grand-Duché de Luxembourg, Recueil Spécial des Sociétés et
Associations number 633 on 7 September 1998. The Articles of
Association of the Issuer have been amended several times and most recently by
notarial deed in Luxembourg on 26 June 2002.  The Articles
of Association of the Issuer are filed with the Trade and Company Registrar of
the District Court of Luxembourg.  The Issuers
registered office is at 75, route de Longwy, L-8080 Bertrange.  The Issuers
authorised capital is fixed at 39,775,025 divided into 1,591,001 shares with a
par value of 25, each of which is fully paid up.  The Issuers
payment obligations in respect of Fixed Interest Amounts, Accrued Interest,
Discounted Interest Amounts or, as the case may be, Additional Interest Amounts
under the Notes or Coupons are unconditionally and irrevocably guaranteed by
the Guarantor.  The Issuers
obligations in respect of the (Exchange Rights) pursuant to Condition 6,
redemption of the Notes and delivery of Exchange Property pursuant to
Conditions 5(a) and 5(c) (other than, in any such case, payment of any Accrued Interest
or Discounted Interest Amount) and in respect of Additional Interest Amounts
are secured in favour of the Trustee for the benefit of itself and the
Noteholders, subject as provided in these Conditions and the Transaction
Documents, pursuant to the Trust Deed as follows:  (i)by an
assignment by way of security of all the Issuers rights, title and interest in
and to the Securities Lending Agreement;  (ii)by an
assignment by way of security of all the Issuers rights, title and interest in
and to the Agency Agreement, including the Issuers rights to any sums held by
the Principal Paying and Exchange Agent under or pursuant to the Agency
Agreement to meet payments due in respect of the Notes;  (iii)by a
share pledge agreement (governed by Swedish law)(the Share Pledge Agreement) dated 7 August
2003 between the Issuer, the Trustee and Nordea Bank Sverige AB (publ) and a
first fixed charge over all Tele2 B Shares repaid by Deutsche Bank AG London
pursuant to the Securities Lending Agreement (which are not otherwise charged
by means of the Share Pledge Agreement); and  (iv)a first
fixed charge over all other property comprising Exchange Property from time to
time.  The Issuers
obligations in respect of Fixed Interest Amounts, Accrued Interest and Discounted
Interest Amounts are secured in favour of the Trustee for the benefit of itself
and the Noteholders, subject as provided in these Conditions and the
Transaction Documents by a security agreement (governed by New York law) dated
7 August 2003 between the Issuer and the Trustee granting a security interest
in U.S. Treasury Securities, which security interest will be perfected by the
terms of a Control Agreement.  Exh 2.2-71 
   Schedule 2
Part 2
Form of Global Note  ISIN:
XS0173345140  Millicom
Telecommunications S.A., société anonyme(Registered office: 75, route de Longwy, L-8080 Bertrange)
(R.C.S. Luxembourg B 64899)(Incorporated for an unlimited duration, with limited liability in the Grand
Duchy of Luxembourg)
SEK 2,555,994,000 5.00 per cent. 
Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due
2006
guaranteed by Millicom International Cellular S.A.
(Incorporated with limited liability in the Grand Duchy of Luxembourg) and exchangeable
into Series B Shares of Tele2 AB (publ)  Global Note  This is to
certify that the bearer is entitled to the relevant proportion of the Exchange
Property (as defined in the Conditions and as determined in accordance with the
Conditions) payable in respect of Notes in respect of the principal amount not
exceeding  Two billion, five hundred and fifty-five
million, nine hundred and ninety-four thousand Swedish kronor (SEK
2,555,994,000)  on the
Maturity Date (or such earlier date as such exchange is effected in accordance
with the Trust Deed (as defined below) and with the terms and conditions (the Conditions)
of the Notes designated above (the Notes) set out in Schedule 1 to the trust
deed dated 7 August 2003 (the Trust Deed) between Millicom Telecommunications S.A. (the
Issuer),
Millicom International Cellular S.A. (the Guarantor)
and Deutsche Trustee Company Limited (the Trustee), upon presentation and surrender
of this Global Note and to pay interest at the rate of 5.00 per cent. per annum
on the U.S. dollar Equivalent Amount (as defined in the Conditions) of each
Note in arrear on 7 February and 7 August in each year and any Additional
Interest Amounts, as defined and in accordance with the Conditions and any
other moneys payable in respect of this Note, in each case subject to and in
accordance with the Conditions. If this Note has not been previously exchanged,
it will be mandatorily exchanged on 7 August 2006 (in accordance with the
Conditions).  The aggregate
principal amount from time to time of this Global Note shall be that amount not
exceeding SEK 2,555,994,000 as shall be shown by the latest entry in the fourth
column of the Schedule hereto, which shall be completed by or on behalf of the
Principal Paying and Exchange Agent upon exchange of the whole or a part of the
Temporary Global Note initially representing the Notes for a corresponding
interest herein or upon the redemption or purchase and cancellation of or
exercise of Exchange Rights in respect of Notes represented hereby or exchanged
for Definitive Notes as described below.  This Global
Note is exchangeable in whole but not in part (free of charge to the holder)
for the Definitive Notes described below (1) if this Global Note is held on
behalf of Euroclear or Clearstream, Luxembourg and any such clearing system is
closed for business for a continuous period of 14 days (other than by reason of
holidays, statutory or otherwise) or announces an intention permanently to
cease business or does in fact do so by, in either case, such holder giving
notice to the Principal Paying and Exchange Agent, or (2) if the Issuer has
satisfied the Trustee  Exh 2.2-72 
   that it would
suffer a material disadvantage in respect of the Notes which would not be
suffered were the Notes in definitive form and a certificate to such effect
signed by two Directors of the Issuer is delivered to the Trustee, by the
Issuer giving notice to the Principal Paying and Exchange Agent and the
Noteholders, of its intention to exchange this Global Note for Definitive Notes
on or after the Permanent Global Exchange Date specified in the notice.  On or after
the Permanent Global Exchange Date the holder of this Global Note may surrender
this Global Note to or to the order of the Principal Paying and Exchange Agent.
In exchange for this Global Note, the Issuer shall deliver, or procure the
delivery of, an equal aggregate principal amount of duly executed and
authenticated Definitive Notes (having attached to them all Coupons in respect
of interest which has not already been paid on the Global Note).  Permanent
Global Exchange Date means a day falling not less than 60 days
after that on which the notice requiring exchange is given pursuant to (1) or
(2) above and on which banks are open for business in the city in which the
specified office of the Principal Paying and Exchange Agent is located and
except in the case of exchange pursuant to (1) above, in the cities in which
Euroclear and Clearstream, Luxembourg (each as defined under Notices
below) are located.  Except as
otherwise described herein, this Global Note is subject to the Conditions and
the Trust Deed and, until it is exchanged for Definitive Notes, its holder
shall be entitled to the same benefits as if it were the holder of the
Definitive Notes for which it may be exchanged and as if such Definitive Notes
had been issued on the date of this Global Note.  The Conditions
shall be modified with respect to Notes represented by this Global Note by the
following provisions:  Exchange
Rights  The right to
exercise Exchange Rights in respect of Notes represented by this Global Note is
exercisable by presentation of this Global Note to or to the order of the
Principal Paying and Exchange Agent for notation of exercise of the Exchange
Rights together with one or more duly completed Exchange Notices. Delivery of
an Exchange Notice will constitute confirmation by the beneficial owner of the
Notes to be exchanged that the information and the representations in the
Exchange Notice are true and accurate on the date of delivery.  Payments  Principal and
interest in respect of this Global Note shall be paid to its holder against
presentation and (if no further payment falls to be made on it) surrender of it
to or to the order of the Principal Paying and Exchange Agent (or to or to the
order of such other Paying and Exchange Agent as shall have been notified to
the Noteholders for this purpose) which shall endorse such payment or cause
such payment to be endorsed in the Schedule hereto (such endorsement being prima facie
evidence that the payment in question has been made). References in the
Conditions to Coupons and Couponholders shall be construed accordingly. No
person shall however be entitled to receive any payment on this Global Note
falling due after the Permanent Global Exchange Date, unless exchange of this
Global Note for Definitive Notes is improperly withheld or refused by or on
behalf of the Issuer.  Notices  So long as
this Global Note is held on behalf ofEuroclear Bank S.A./N.V.
as operator of the Euroclear System (Euroclear)
and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg),
notices required to be given to Noteholders may be given by their being
delivered to Euroclear and Clearstream, Luxembourg, rather than by publication
as required by the  Exh 2.2-73 
   Conditions,
except that, so long as the Notes are listed on the Luxembourg Stock Exchange
and the rules of that Exchange so require, notices shall also be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger
Wort). Any such notice given only by delivery as aforesaid shall be
deemed to have been given on the second day after that on which such notice is
delivered to Clearstream, Luxembourg and/or Euroclear, as the case may be, as
aforesaid.  Prescription  Claims in
respect of principal or interest or any other sums due in respect of this
Global Note will become void unless it is presented for payment within a period
of 10 years (in the case of principal) and five years (in the case of interest)
from the appropriate Relevant Date. Relevant
Date means whichever is the later of (i) the date on which such
payment first becomes due and (ii) if the full amount payable has not been
received by the Principal Paying and Exchange Agent or the Trustee on or prior
to such due date, the date on which the full amount having been so received,
notice to that effect shall have been given to the Noteholders.  Purchase and Cancellation  Cancellation
of any Note represented by this Global Note which is to be cancelled will be
effected by reduction in the principal amount of this Global Note on its
presentation to or to the order of the Principal Paying and Exchange Agent for
notation in the Schedule hereto.  Meetings  The holder
hereof shall (unless this Global Note represents only one Note) be treated as
two persons for the purposes of any quorum requirements of a meeting of
Noteholders and, at any such meeting, as having one vote in respect of each SEK
14,250 in principal amount of Notes for which this Global Note may be
exchanged.  Trustees Powers  In considering
the interests of Noteholders in circumstances where this Global Note is held on
behalf Euroclear and/or Clearstream, Luxembourg, the Trustee may, to the extent
it considers it appropriate to do so in the circumstances, (a) have regard to
such information as may have been made available to it by or on behalf of the
relevant clearing system or its operator as to the identity of its
accountholders (either individually or by way of category) with entitlements in
respect of this Global Note and (b) consider such interests on the basis that
such accountholders were the holder of this Global Note.  Clearing Systems  Any reference
herein to Clearstream, Luxembourg and/or Euroclear shall, whenever the context
so permits, be deemed to include a reference to any additional or alternative
clearing system approved by the Issuer, the Principal Paying and Exchange Agent
and the Trustee and, for so long as the Notes remain listed on the Luxembourg
Stock Exchange, the Luxembourg Stock Exchange.  This Global
Note shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Principal Paying and Exchange Agent.  This Global
Note is governed by and shall be construed in accordance with English law.  Exh 2.2-74 
   In
witness whereof the Issuer has caused
this Global Note to be signed on its behalf.  Dated 7 August
2003  Millicom Telecommunications S.A.  By:
  By:Director
  Director   This Global
Note is authenticated by or on behalf of the Principal Paying and Exchange
Agent.  By:   Authorised
Signatory  ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.  Exh 2.2-75 
   Schedule A
Principal Amount of this Global Note  The aggregate
principal amount of this Global Note is as shown by the latest entry made by or
on behalf of the Principal Paying and Exchange Agent in the fourth column
below. Increases in the principal amount of this Global Note following
exchanges of a part of the Temporary Global Note for interests in this Global
Note and reductions in the principal amount of this Global Note following
redemption or the purchase and cancellation of or exercise of Exchange Rights
in respect of Notes are entered in the second and third columns below. Date
  
  Reason
  for change
  in the principal
  amount of this
  Global Note(1)
  
  Amount
  of such
  change
  
  Initial
  principal
  amount and
  principal amount
  of this Global
  Note following
  such change
  
  Notation
  made by or on
  behalf of the
  Principal
  Paying and
  Exchange
  Agent (other
  than in
  respect of the
  initial
  principal
  amount)7 August 2003
  
  
  
  
  
  SEK zero  
 (1)State whether
increase/reduction following (1) exchange of part of Temporary Global Note or
(2) redemption of Notes or (3) purchase and cancellation of Notes or (4)
exercise of Exchange Rights.  Exh 2.2-76 
   Schedule B
Fixed Interest Payments in respect of this Global Note  The following
payments of Fixed Interest in respect of this Global Note and the Notes
represented by this Global Note have been made:  Date
  made
  
  Amount
  of Fixed Interest
  due
  and payable
  
  Amount
  of Fixed
  Interest paid
  
  Notation
  made by or on behalf
  of the Principal Paying and
  Exchange Agent   Exh 2.2-77 
   Schedule C
Additional Interest Payments in respect of this Global Note  The following
payments of Additional Interest Amounts in respect of this Global Note and the
Notes represented by this Global Note have been made:  Date
  made
  
  Amount
  of Additional
  Interest due
  and payable
  
  Amount
  of Additional
  Interest paid
  
  Notation
  made by or on behalf
  of the Principal Paying and
  Exchange Agent  Exh 2.2-78 
   Millicom
Telecommunications S.A. (registered with the Luxembourg Register of Commerce
and Companies (Registre de Commerce et des
Sociétés) under number B 64899 was incorporated, for unlimited
duration, as a limited liability company under Luxembourg law by notarial deed
on 3 June 1998 published in the Mémorial,
Journal Officiel du Grand-Duché de Luxembourg, Recueil Spécial des Sociétés et
Associations number 633 on 7 September 1998. The Articles of Association
of the Issuer have been amended several times and most recently by notarial
deed in Luxembourg on 26 June 2002.  The Articles
of Association of the Issuer are filed with the Trade and Company Registrar of
the District Court of Luxembourg.  The Issuers
registered office is at 75, route de Longwy, L-8080 Bertrange.  The Issuers
authorised capital is fixed at 39,775,025 divided into 1,591,001 shares with a
par value of 25, each of which is fully paid up.  The Issuers
payment obligations in respect of Fixed Interest Amounts, Accrued Interest,
Discounted Interest Amounts or, as the case may be, Additional Interest Amounts
under the Notes or Coupons are unconditionally and irrevocably guaranteed by
the Guarantor.  The Issuers
obligations in respect of the (Exchange Rights) pursuant to Condition 6,
redemption of the Notes and delivery of Exchange Property pursuant to
Conditions 5(a) and 5(c) (other than, in any such case, payment of any Accrued
Interest or Discounted Interest Amount) and in respect of Additional Interest
Amounts are secured in favour of the Trustee for the benefit of itself and the
Noteholders, subject as provided in these Conditions and the Transaction
Documents, pursuant to the Trust Deed as follows:  (i)by an
assignment by way of security of all the Issuers rights, title and interest in
and to the Securities Lending Agreement;  (ii)by an
assignment by way of security of all the Issuers rights, title and interest in
and to the Agency Agreement, including the Issuers rights to any sums held by
the Principal Paying and Exchange Agent under or pursuant to the Agency
Agreement to meet payments due in respect of the Notes;  (iii)by a
share pledge agreement (governed by Swedish law)(the Share Pledge Agreement) dated 7 August
2003 between the Issuer, the Trustee and Nordea Bank Sverige AB (publ) and a
first fixed charge over all Tele2 B Shares repaid by Deutsche Bank AG London
pursuant to the Securities Lending Agreement (which are not otherwise charged
by means of the Share Pledge Agreement); and  (iv)a first
fixed charge over all other property comprising Exchange Property from time to
time.  The Issuers
obligations in respect of Fixed Interest Amounts, Accrued Interest and
Discounted Interest Amounts are secured in favour of the Trustee for the
benefit of itself and the Noteholders, subject as provided in these Conditions
and the Transaction Documents by a security agreement (governed by New York
law) dated 7 August 2003 between the Issuer and the Trustee granting a security
interest in U.S. Treasury Securities, which security interest will be perfected
by the terms of a Control Agreement.  Exh 2.2-79 
   Schedule 3
Provisions for Meetings of Noteholders  Interpretation  1In this Schedule:  1.1references to a meeting are to a meeting of Noteholders and include,
unless the context otherwise requires, any adjournment  1.2agent means a holder of a voting certificate or a proxy for a
Noteholder  1.3block voting instruction means an instruction issued in
accordance with paragraphs 8 to 14  1.4Extraordinary Resolution means (i) a resolution passed at a
meeting duly convened and held in accordance with this Trust Deed by a majority
of at least 75 per cent. of the votes cast or (ii) a written resolution signed
by or on behalf of the holders of not less than 90 per cent. of principal
amount of Notes outstanding  1.5voting certificate means a certificate issued in accordance
with paragraphs 5, 6, 7 and 14  1.624 hours shall mean a
period of 24 hours including all or part of a day upon which banks are open for
business in both the place where the relevant meeting is to be held and in each
of the places where the Paying and Exchange Agents have their specified offices
(disregarding for this purpose the day upon which such meeting is to be held)
and such period shall be extended by one period or, to the extent necessary,
more periods of 24 hours until there is included as aforesaid all or part of a
day upon which banks are open for business in all of the places as aforesaid  1.748 hours shall mean a
period of 48 hours including all or part of a day upon which banks are open for
business in both the place where the relevant meeting is to be held and in each
of the places where the Paying and Exchange Agents have their specified offices
(disregarding for this purpose the day upon which such meeting is to be held)
and such period shall be extended by one period or, to the extent necessary,
more periods of 24 hours until there is included as aforesaid all or part of
two days upon which banks are open for business in all of the places as
aforesaid and  1.8references to persons representing a proportion of the Notes are to
Noteholders or agents holding or representing in the aggregate at least that
proportion in principal amount of the Notes for the time being outstanding.  Powers
of meetings  2A meeting shall, subject to the Conditions and without prejudice to
any powers conferred on other persons by this Trust Deed, have power by
Extraordinary Resolution:  2.1to sanction any proposal by the Issuer, the Guarantor or the Trustee
for any modification, abrogation, variation or compromise of, or arrangement in
respect of, the rights of the Noteholders and/or the Couponholders against the
Issuer or the Guarantor, whether or not those rights arise under this Trust
Deed  2.2to sanction the exchange or substitution for the Notes of, or the
conversion of the Notes into, shares, Notes or other obligations or securities
of the Issuer, the Guarantor or any other entity  Exh 2.2-80 
   2.3to assent to any modification of this Trust Deed, the Transaction
Documents and the Agency Agreement or the Notes or the Coupons proposed by the
Issuer, the Guarantor or the Trustee  2.4to authorise anyone to concur in and do anything necessary to carry
out and give effect to an Extraordinary Resolution  2.5to give any authority, direction or sanction required to be given by
Extraordinary Resolution  2.6to appoint any persons (whether Noteholders or not) as a committee
or committees to represent the Noteholders interests and to confer on them any
powers or discretions which the Noteholders could themselves exercise by
Extraordinary Resolution  2.7to approve a proposed new Trustee and to remove a Trustee  2.8to approve the substitution of any entity for the Issuer or the
Guarantor (or any previous substitute) as principal debtor or guarantor under
this Trust Deed and  2.9to discharge or exonerate the Trustee from any liability in respect
of any act or omission for which it may become responsible under this Trust
Deed, the Notes or the Coupons  provided
that the special quorum provisions in paragraph 19 shall apply to any
Extraordinary Resolution (a special quorum resolution) for the purpose
of sub-paragraph 2.2 or 2.8 or for the purpose of making a modification to the
Transaction Documents, the Agency Agreement or the Notes which would have the
effect of:  (i)modifying
the maturity of the Notes or the dates on which interest is payable on them or  (ii)reducing
or cancelling the principal amount of, or Fixed Interest Amounts or Additional
Interest Amounts payable on, or varying the method of calculating the rate of
such interest or reducing the minimum rate of such interest on, the Notes or  (iii)changing
the currency of payment in respect of the Notes or  (iv)modifying
or cancelling the Guarantee or  (v)modifying
or cancelling the Exchange Rights or the security in respect of the Exchange
Rights or  (vi)modifying
or cancelling any rights relating to Mandatory Exchange of the Notes or  (vii)modifying
the provisions in this Schedule concerning the quorum required at a meeting or
the majority required to pass an Extraordinary Resolution or  (viii)amending
this proviso.  Convening
a meeting  3The Issuer, the Guarantor or the Trustee may at any time convene a
meeting. If it receives a written request by Noteholders holding at least 10
per cent in principal amount of the Notes for the time being outstanding and is
indemnified to its satisfaction against all costs and expenses, the Trustee
shall convene a meeting. Every meeting shall be held at a time and place
approved by the Trustee.  4At least 21 days notice (exclusive of the day on which the notice
is given and of the day of the meeting) shall be given to the Noteholders. A
copy of the notice shall be given by the party convening the meeting to the
other parties. The notice shall specify the day, time and place of meeting and,
unless the Trustee otherwise agrees, the nature of the resolutions to  Exh 2.2-81 
   be
proposed and shall explain how Noteholders may appoint proxies or
representatives, obtain voting certificates and use block voting instructions
and the details of the time limits applicable.  Arrangements
for voting  5If a holder of a Note wishes to obtain a voting certificate in
respect of it for a meeting, he must deposit it for that purpose at least 48
hours before the time fixed for the meeting with a Paying and Exchange Agent or
to the order of a Paying and Exchange Agent with a bank or other depositary
nominated by the Paying and Exchange Agent for the purpose. The Paying and
Exchange Agent shall then issue a voting certificate in respect of it.  6A voting certificate shall:  6.1be a document in the English language  6.2be dated  6.3specify the meeting concerned and the serial numbers of the Notes
deposited and  6.4entitle, and state that it entitles, its bearer to attend and vote
at that meeting in respect of those Notes.  7Once a Paying and Exchange Agent has issued a voting certificate for
a meeting in respect of a Note, it shall not release the Note until either:  7.1the meeting has been concluded or  7.2the voting certificate has been surrendered to the Paying and
Exchange Agent.  8If a holder of a Note wishes the votes attributable to it to be
included in a block voting instruction for a meeting, then, at least 48 hours
before the time fixed for the meeting, (i) he must deposit the Note for that
purpose with a Paying and Exchange Agent or to the order of a Paying and
Exchange Agent with a bank or other depositary nominated by the Paying and
Exchange Agent for the purpose and (ii) he or a duly authorised person on his
behalf must direct the Paying and Exchange Agent how those votes are to be
cast. The Paying and Exchange Agent shall issue a block voting instruction in
respect of the votes attributable to all Notes so deposited.  9A block voting instruction shall:  9.1be a document in the English language  9.2be dated  9.3specify the meeting concerned  9.4list the total number and serial numbers of the Notes deposited,
distinguishing with regard to each resolution between those voting for and
those voting against it  9.5certify that such list is in accordance with Notes deposited and
directions received as provided in paragraphs 8, 11 and 14 and  9.6appoint a named person (a proxy) to vote at that meeting in respect
of those Notes and in accordance with that list.  A proxy need not be a Noteholder.  Exh 2.2-82 
   10Once a Paying and Exchange Agent has issued a block voting
instruction for a meeting in respect of the votes attributable to any Notes:  10.1it shall not release the Notes, except as provided in paragraph 11,
until the meeting has been concluded and  10.2the directions to which it gives effect may not be revoked or
altered during the 48 hours before the time fixed for the meeting.  11If the receipt for a Note deposited with a Paying and Exchange Agent
in accordance with paragraph 8 is surrendered to the Paying and Exchange Agent
at least 48 hours before the time fixed for the meeting, the Paying and
Exchange Agent shall release the Note and exclude the votes attributable to it
from the block voting instruction.  12Each block voting instruction shall be deposited at least 24 hours
before the time fixed for the meeting at such place as the Trustee shall
designate or approve, and in default it shall not be valid unless the chairman
of the meeting decides otherwise before the meeting proceeds to business. If
the Trustee requires, a notarially certified copy of each block voting
instruction shall be produced by the proxy at the meeting but the Trustee need
not investigate or be concerned with the validity of the proxys appointment.  13A vote cast in accordance with a block voting instruction shall be
valid even if it or any of the Noteholders instructions pursuant to which it
was executed has previously been revoked or amended, unless written intimation
of such revocation or amendment is received from the relevant Paying and
Exchange Agent by the Issuer or the Trustee at its registered office or by the
chairman of the meeting in each case at least 24 hours before the time fixed
for the meeting.  14No Note may be deposited with or to the order of a Paying and
Exchange Agent at the same time for the purposes of both paragraph 5 and
paragraph 8 for the same meeting.  Chairman  15The chairman of a meeting shall be such person as the Trustee may nominate
in writing, but if no such nomination is made or if the person nominated is not
present within 15 minutes after the time fixed for the meeting the Noteholders
or agents present shall choose one of their number to be chairman, failing
which the Issuer may appoint a chairman.  16The chairman may, but need not, be a Noteholder or agent. The
chairman of an adjourned meeting need not be the same person as the chairman of
the original meeting.  Attendance  17The following may attend and speak at a meeting:  17.1Noteholders and agents  17.2the chairman  17.3the Issuer, the Guarantor and the Trustee (through their respective
representatives) and their respective financial and legal advisers.  17.4any other person approved by the meeting or the Trustee  No-one
else may attend or speak.  Exh 2.2-83 
   Quorum
and Adjournment  18No business (except choosing a chairman) shall be transacted at a
meeting unless a quorum is present at the commencement of business. If a quorum
is not present within 15 minutes from the time initially fixed for the meeting,
it shall, if convened on the requisition of Noteholders or if the Issuer and
the Trustee agree, be dissolved. In any other case it shall be adjourned until
such date, not less than 14 nor more than 42 days later, and time and place as
the chairman may decide. If a quorum is not present within 15 minutes from the
time fixed for a meeting so adjourned, the meeting shall be dissolved.  19One or more Noteholders or agents present in person and representing
the following proportions of the principal amount of the Notes outstanding
shall be a quorum:  19.1in the cases marked No minimum proportion in the table below,
whatever the proportion of the Notes which they represent  19.2in any other case, only if they represent the proportion of the
Notes shown by the table below.  Column 1
  
  Column
  2
  
  Column
  3Purpose of meeting
  
  Any meeting
  except one referred to in column 3
  Required proportion
  
  Meeting
  previously adjourned through want of a quorum
  Required proportionTo pass a special quorum resolution
  
  75 per cent.
  
  25 per cent.To pass any other Extraordinary Resolution
  
  50 per cent.
  
  No minimum
  proportionAny other purpose
  
  10 per cent
  
  No minimum
  proportion  20The chairman may with the consent of (and shall if directed by) a
meeting adjourn the meeting from time to time and from place to place. Only
business which could have been transacted at the original meeting may be
transacted at a meeting adjourned in accordance with this paragraph or
paragraph 18.  21At least 10 days notice of a meeting adjourned through want of a
quorum shall be given in the same manner as for an original meeting and that
notice shall state the quorum required at the adjourned meeting. No notice
need, however, otherwise be given of an adjourned meeting.  Voting  22Each question submitted to a meeting shall be
decided by a show of hands unless a poll is (before, or on the declaration of
the result of, the show of hands) demanded by the chairman, the Issuer, the
Guarantor, the Trustee or one or more persons representing 2 per cent of the
principal amount of the Notes outstanding.  23Unless a poll is demanded a declaration by
the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of
the votes cast in favour of or against it.  Exh 2.2-84 
   24If a poll is demanded, it shall be taken in such manner and (subject
as provided below) either at once or after such adjournment as the chairman
directs. The result of the poll shall be deemed to be the resolution of the
meeting at which it was demanded as at the date it was taken. A demand for a
poll shall not prevent the meeting continuing for the transaction of business
other than the question on which it has been demanded.  25A poll demanded on the election of a chairman or on a question of
adjournment shall be taken at once.  26On a show of hands every person who is present in person and who
produces a Note or a voting certificate or is a proxy has one vote. On a poll
every such person has one vote for each SEK 14,250 principal
amount of Notes so produced or represented by the voting certificate so
produced or for which he is a proxy or representative. Without prejudice to the
obligations of proxies, a person entitled to more than one vote need not use
them all or cast them all in the same way.  27In case of equality of votes the chairman shall both on a show of
hands and on a poll have a casting vote in addition to any other votes which he
may have.  Written
Resolution  28A resolution in writing signed by or on behalf of the holders of not
less than 90 per cent. in principal amount of the Notes for the time being
outstanding shall for all purposes be as valid as an Extraordinary Resolution
passed at a meeting of Noteholders convened and held in accordance with these
provisions. Such resolution in writing may be in one document or several
documents in like form each signed by or on behalf of one or more of the
Noteholders.  Effect
and Publication of an Extraordinary Resolution  29An Extraordinary Resolution shall be binding on all the Noteholders,
whether or not present at the meeting, and each of them shall be bound to give
effect to it accordingly. The passing of such a resolution shall be conclusive
evidence that the circumstances justify its being passed. The Issuer shall give
notice of the passing of an Extraordinary Resolution to Noteholders within 14
days but failure to do so shall not invalidate the resolution.  Minutes  30Minutes shall be made of all resolutions and proceedings at every
meeting and, if purporting to be signed by the chairman of that meeting or of
the next succeeding meeting, shall be conclusive evidence of the matters in
them. Until the contrary is proved every meeting for which minutes have been so
made and signed shall be deemed to have been duly convened and held and all
resolutions passed or proceedings transacted at it to have been duly passed and
transacted.  Trustees
Power to Prescribe Regulations  31Subject to all other provisions in this Trust Deed the Trustee may
without the consent of the Noteholders prescribe such further regulations
regarding the holding of meetings and attendance and voting at them as it in
its sole discretion determines including (without limitation) such requirements
as the Trustee thinks reasonable to satisfy itself that the persons who purport
to make any requisition in accordance with this Trust Deed are entitled to do
so and as to the form of voting certificates or block voting instructions so as
to satisfy itself that persons who purport to attend or vote at a meeting are
entitled to do so.  Exh 2.2-85 
   In
witness whereof this Trust Deed has
been executed as a deed on the date stated at the beginning.  EXECUTED as a deed
by MILLICOM TELECOMMUNICATIONS S.A.
acting by :   JOHN
  RATCLIFFE
  MARC BEULSDirector
  Director   EXECUTED as a deed
by MILLICOM INTERNATIONAL CELLULAR S.A.
acting by :   JOHN
  RATCLIFFE
  MARC BEULSDirector
  Director   THE COMMON SEAL of DEUTSCHE TRUSTEE COMPANY
  LIMITED was affixed in the presence of:CAROL A.
  MORRIS
  
  CRAIG G.R.
  HOEPFL  SEAL  Exh 2.2-86