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EXECUTION VERSION       INDENTURE  among  TELEFÓNICA CELULAR DEL PARAGUAY S.A.,  as Company,  CITIBANK, N.A.,  as Trustee, Note Registrar, Transfer Agent and Principal Paying Agent,   and Banque Internationale à Luxembourg SA,  as Luxembourg Paying Agent.  Initially Relating to 5.875% Senior Unsecured Notes due 2027   Dated as of April 5, 2019  





 






i  TABLE OF CONTENTS  PAGE  ARTICLE 1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  Section 1.01.  Definitions .....................................................................................................1  Section 1.02.  Construction ................................................................................................35  ARTICLE 2  THE NOTES  Section 2.01.  Designation .................................................................................................36  Section 2.02.  Authentication and Delivery of Notes .........................................................37  Section 2.03.  Aggregate Amount; Additional Notes .........................................................37  Section 2.04.  Form of Trustee’s Authentication ...............................................................38  Section 2.05.  Form of the Notes........................................................................................38  Section 2.06.  Maturity of the Notes ..................................................................................40  Section 2.07.  Interest ........................................................................................................40  Section 2.08.  Record Date ................................................................................................40  Section 2.09.  Issuance.......................................................................................................40  Section 2.10.  Denominations, etc .....................................................................................40  Section 2.11.  Execution of Notes ......................................................................................41  Section 2.12.  Registration; Restrictions on Transfer and Exchange ................................41  Section 2.13.  Mutilated, Destroyed, Lost and Stolen Notes..............................................48  Section 2.14.  Payment of Interest; Interest Rights Preserved ..........................................49  Section 2.15.  Taxation ......................................................................................................50  Section 2.16.  Persons Deemed Owners; Etc ....................................................................52  Section 2.17.  Cancellation ................................................................................................52  Section 2.18.  CUSIP and ISIN Numbers ..........................................................................52  Section 2.19.  Noteholder Lists ..........................................................................................53  ARTICLE 3  RESERVED  ARTICLE 4  REDEMPTION  Section 4.01.  Tax Redemption ..........................................................................................53  Section 4.02.  Optional Redemption ..................................................................................54  Section 4.03.  Optional Redemption upon Equity Offerings of the Company ...................55  Section 4.04.  Method and Effect of Redemption ...............................................................55  Section 4.05.  Deposit of Redemption Price ......................................................................57  Section 4.06.  Notes Payable on Redemption Date ...........................................................57  Section 4.07.  Selection by Trustee of Notes to be Redeemed ............................................57  Section 4.08.  Notes Redeemed in Part ..............................................................................58  Section 4.09.  Offer to Purchase ........................................................................................58  





 






ii  Section 4.10.  Optional Redemption upon Certain Tender Offers .....................................61  ARTICLE 5  COVENANTS OF THE COMPANY  Section 5.01.  Maintenance of Office or Agency ...............................................................61  Section 5.02.  Notice of Defaults and Events of Default ....................................................61  Section 5.03.  Compliance Certificates..............................................................................61  Section 5.04.  Limitation on Debt ......................................................................................62  Section 5.05.  Limitation on Restricted Payments .............................................................65  Section 5.06.  Limitation on Dividend and Other Payment Restrictions Affecting  Subsidiaries ............................................................................................................69  Section 5.07.  RESERVED .................................................................................................70  Section 5.08.  Limitation on Liens Securing the Company’s Debt ....................................70  Section 5.09.  Limitation on Guarantees of the Company’s Subordinated Debt ...............70  Section 5.10.  Limitation on Asset Dispositions ................................................................71  Section 5.11.  Transactions with Affiliates ........................................................................73  Section 5.12.  RESERVED .................................................................................................75  Section 5.13.  Payment of Taxes ........................................................................................75  Section 5.14.  Provision of Financial Information ............................................................75  Section 5.15.  Limited Condition Transaction ...................................................................76  Section 5.16.  Limitation on Lines of Business ..................................................................77  Section 5.17.  RESERVED .................................................................................................77  Section 5.18.  Unrestricted Subsidiaries............................................................................77  Section 5.19.  Subsidiary Guarantors ................................................................................77  Section 5.20.  Release from Certain Covenants ................................................................78  Section 5.21.  Merger, Consolidations and Certain Sales of Assets of the Company .......78  Section 5.22.  Change of Control.......................................................................................79  ARTICLE 6  EVENTS OF DEFAULT AND REMEDIES  Section 6.01.  Events of Default .........................................................................................79  Section 6.02.  Acceleration of Maturity; Rescission and Annulment ................................81  Section 6.03.  Delay or Omission Not Waiver ...................................................................81  Section 6.04.  Waiver of Past Defaults ..............................................................................82  Section 6.05.  Trustee May File Proofs of Claim ..............................................................82  Section 6.06.  Trustee May Enforce Claims Without Possession of Notes ........................83  Section 6.07.  Application of Money Collected ..................................................................83  Section 6.08.  Limitation on Suits ......................................................................................83  Section 6.09.  Unconditional Right of Noteholders to Receive Principal and Interest  and Other Amounts ................................................................................................84  Section 6.10.  Restoration of Rights and Remedies ...........................................................84  Section 6.11.  Rights and Remedies Cumulative................................................................84  Section 6.12.  Control by Noteholders ...............................................................................85  Section 6.13.  Undertaking for Costs .................................................................................85  Section 6.14.  Waiver of Stay or Extension Laws ..............................................................85  





 






iii  ARTICLE 7  CONCERNING THE TRUSTEE  Section 7.01.  Certain Rights and Duties of Trustee .........................................................85  Section 7.02.  Trustee Not Responsible for Recitals; Etc ..................................................88  Section 7.03.  Trustee and Others May Hold Notes ..........................................................88  Section 7.04.  Moneys Held by Trustee or Paying Agent ..................................................88  Section 7.05.  Compensation of the Trustee ......................................................................89  Section 7.06.  Right of Trustee to Rely on Officer’s Certificates and Opinions of  Counsel ..................................................................................................................90  Section 7.07.  Persons Eligible for Appointment as Trustee .............................................90  Section 7.08.  Resignation and Removal of Trustee; Appointment of Successor ..............90  Section 7.09.  Acceptance of Appointment by Successor Trustee ......................................91  Section 7.10.  Appointment of Authenticating Agent .........................................................92  Section 7.11.  Appointment of Note Registrar, Paying Agents and Transfer Agent ..........94  Section 7.12.  Reports by Trustee ......................................................................................94  Section 7.13.  Waiver of Damages .....................................................................................95  ARTICLE 8  CONCERNING THE HOLDERS  Section 8.01.  Acts of Noteholders .....................................................................................95  Section 8.02.  Notes Owned by Company and Affiliates Deemed Not Outstanding ..........96  ARTICLE 9  RESERVED  ARTICLE 10  SUPPLEMENTAL INDENTURES  Section 10.01.  Supplemental Indenture with Consent of Noteholders..............................97  Section 10.02.  Supplemental Indentures Without Consent of Noteholders ......................98  Section 10.03.  Execution of Supplemental Indentures......................................................98  Section 10.04.  Effect of Supplemental Indentures ............................................................99  Section 10.05.  Reference in Notes to Supplemental Indentures .......................................99  ARTICLE 11  SATISFACTION AND DISCHARGE  Section 11.01.  Satisfaction and Discharge of Indenture ..................................................99  Section 11.02.  Application of Trust Money ....................................................................100  ARTICLE 12  DEFEASANCE  Section 12.01.  Company’s Option to Effect Defeasance or Covenant Defeasance........100  Section 12.02.  Defeasance and Discharge .....................................................................100  Section 12.03.  Covenant Defeasance ..............................................................................101  





 






iv  Section 12.04.  Conditions to Defeasance or Covenant Defeasance ...............................101  Section 12.05.  Deposited Money and U.S. Government Obligations to Be Held in  Trust; Other Miscellaneous Provisions ...............................................................102  Section 12.06.  Reinstatement ..........................................................................................103  ARTICLE 13  MISCELLANEOUS  Section 13.01.  Compliance Certificates and Opinions ...................................................103  Section 13.02.  Form of Documents Delivered to Trustee ...............................................104  Section 13.03.  Notices, etc. to Trustee ............................................................................105  Section 13.04.  Notices to Noteholders; Waiver ..............................................................105  Section 13.05.  Effect of Headings and Table of Contents ..............................................106  Section 13.06.  Successors and Assigns ...........................................................................106  Section 13.07.  Severability Clause .................................................................................106  Section 13.08.  Benefits of Indenture ...............................................................................107  Section 13.09.  Legal Holidays ........................................................................................107  Section 13.10.  Communication by Noteholders with other Noteholders ........................107  Section 13.11.  Governing Law........................................................................................108  Section 13.12.  No Liability of Directors, Officers, Employees, Incorporators,  Members and Stockholders ..................................................................................108  Section 13.13.  Waiver of Jury Trial ................................................................................108  Section 13.14.  Waiver of Immunity .................................................................................108  Section 13.15.  Submission to Jurisdiction, Waivers .......................................................109  Section 13.16.  Execution in Counterparts ......................................................................110  Section 13.17.  Entire Agreement ....................................................................................110      EXHIBIT A-1 Form of Rule 144A Global Note   EXHIBIT A-2 Form of Regulation S Global Note  EXHIBIT B Form of Authentication and Delivery Order  EXHIBIT C Form of Certificate to be Delivered in Connection with Transfers or  Exchanges of Rule 144A Global Notes to Regulation S Global Notes  EXHIBIT D Form of Certificate for Transfer or Exchange of Regulation S Global  Note to Rule 144A Global Note  EXHIBIT E Form of Qualified Institutional Buyer Certification  





 






    INDENTURE (this “Indenture”) dated as of April 5, 2019, among Telefónica  Celular del Paraguay S.A. (the “Company”), a corporation (sociedad anónima)  incorporated and existing under the laws of Paraguay; Citibank, N.A., as trustee (in such  capacity, the “Trustee”), principal paying agent, note registrar and transfer agent; and  Banque Internationale à Luxembourg SA, as paying agent in Luxembourg (the  “Luxembourg Paying Agent”).  W I T N E S S E T H:  WHEREAS, the Company has duly authorized the issuance of its notes in such  principal amount or amounts as may from time to time be authorized in accordance with  this Indenture and is, on the date hereof, issuing U.S.$300,000,000 of its 5.875% Senior  Unsecured Notes due 2027 under this Indenture (the “Notes”);  WHEREAS, the Company has duly authorized the execution and delivery of this  Indenture to provide for the issuance of the Notes and the authentication and delivery  thereof by the Trustee;  WHEREAS, all things necessary to make the Notes, when executed by the  Company and authenticated and delivered by the Trustee as provided in this Indenture,  the valid, binding and legal obligations of the Company, and to constitute a valid  indenture and agreement according to its terms, have been done; and  WHEREAS, each of the parties hereto is entering into this Indenture for the  benefit of the other parties and for the equal and ratable benefit of the Holders of the  Notes.  NOW, THEREFORE, the parties hereto agree as follows:  ARTICLE 1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  Section 1.01. Definitions.  The following capitalized terms shall have the  meanings set forth below:  “Acquired Debt” means Debt of the Company or its Subsidiary:   (i) Incurred and Outstanding on the date on which a Subsidiary (a) was acquired  by the Company or any of its Subsidiaries or (b) is merged, consolidated, amalgamated or  otherwise combined with (including pursuant to any acquisition of assets and assumption  of related liabilities) the Company or its Subsidiary; or   (ii) Incurred to provide all or part of the funds utilized to consummate the  transaction or series of related transactions pursuant to which such Person became a  Subsidiary of the Company or was otherwise acquired by the Company or its Subsidiary;   provided that, after giving pro forma effect to the transactions by which such  Person became a Subsidiary of the Company or is merged, consolidated, amalgamated or  





 






  2  otherwise combined with the Company or its Subsidiary, (a) the Company would have  been able to Incur $1.00 of additional Debt pursuant to Section 5.04(a), or (b) the  Leverage Ratio would not be greater than such ratio before giving effect to such  transactions.   Acquired Debt shall be deemed to have been Incurred, with respect to clause  (i) on the date such Person becomes a Subsidiary and, with respect to clause (ii) on the  date of consummation of such acquisition of assets.   “Act” when used with respect to any Noteholder, has the meaning set forth in  Section 8.01.   “Additional Amounts” has the meaning set forth in Section 2.15(a).  “Additional Notes” has the meaning set forth in Section 2.03(b).  “Affiliate” of any specified Person means any other Person directly or indirectly  controlling or controlled by or under direct or indirect common control with such  specified Person. For the purposes of this definition, “control” when used with respect to  any specified Person means the power to direct the management and policies of such  Person, directly or indirectly, whether through the ownership of voting securities, by  contract or otherwise; and the terms “controlling” and “controlled” have meanings  correlative to the foregoing.  “Agent Member” means members of, or participants in, the Registered  Depositary.  “Asset Disposition” means any transfer, conveyance, sale, lease or other  disposition by the Company or any Restricted Subsidiary (including a consolidation or  merger or other sale of any such Restricted Subsidiary with, into or to another Person in a  transaction in which such Restricted Subsidiary ceases to be a Restricted Subsidiary of  the Company, but excluding a disposition by a Restricted Subsidiary of the Company to  the Company or a Restricted Subsidiary of the Company which is an 80% or more owned  Subsidiary of the Company) of (i) shares of Capital Stock (other than directors’  qualifying shares and shares to be held by third parties to satisfy applicable legal  requirements) or other ownership interests of a Restricted Subsidiary of the Company,  (ii) substantially all of the assets of the Company or any Restricted Subsidiary  representing a division or line of business or (iii) other assets or rights of the Company or  any Restricted Subsidiary outside of the ordinary course of business; provided that the  term “Asset Disposition” shall not include:   (a) any disposition of Tower Equipment, including any Sale/Leaseback  Transaction; provided that any cash or Cash Equivalents received in connection with such  disposition or Sale/ Leaseback Transaction must be applied in accordance with Section  5.10;  (b) a transfer of assets between or among the Company and any of its Restricted  Subsidiaries;   





 






  3  (c) the issuance of Capital Stock by a Subsidiary to the Company or to another  Subsidiary of the Company;   (d) dispositions of assets of the Company or any Restricted Subsidiary, or the  issuance or sale of Capital Stock of any Restricted Subsidiary in a single transaction or  series of related transactions with an aggregate fair market value in any calendar year of  less than the greater of $25.0 million and 3.0% of Total Assets (with unused amounts in  any calendar year being carried over to the next succeeding year);  (e) any disposition of Capital Stock of a Subsidiary pursuant to an agreement or  other obligation with or to a Person (other than the Company or its Subsidiary) from  whom such Subsidiary was acquired or from whom such Subsidiary acquired its business  and assets (having been newly formed in connection with such acquisition), made as part  of such acquisition and in each case comprising all or a portion of the consideration in  respect of such sale or acquisition;   (f) the sale, lease or other transfer of products, services, accounts receivable,  inventory or other assets in the ordinary course of business and any sale or other  disposition of damaged, surplus, worn-out or obsolete assets;   (g) dispositions in connection with Permitted Liens;   (h) disposals of assets, rights or revenue not constituting part of the Related  Business and other disposals of non-core assets acquired in connection with any  acquisition permitted under this Indenture;  (i) licenses and sublicenses of the Company or any of its Subsidiaries in the  ordinary course of business;   (j) any surrender or waiver of contract rights or settlement, release, recovery on or  surrender of contract, tort or other claims in the ordinary course of business;   (k) the disposition of receivables in connection with the compromise, settlement  or collection thereof in the ordinary course of business or in bankruptcy or similar  proceedings;   (l) the granting of Liens not prohibited by Section 5.08;   (m) a transfer or disposition of assets that is governed by Section 5.21;   (n) a transfer or disposition of assets that is governed by Section 5.05;    (o) the sale or other disposition of cash or Cash Equivalents;   (p) the foreclosure, condemnation or any similar action with respect to any  property or other assets;   





 






  4  (q) sales of accounts receivable and related assets or an interest therein of the type  specified in the definition of “Qualified Receivables Transaction” to a Receivables  Entity, and Investments in a Receivables Entity consisting of cash or Securitization  Obligations;   (r) any disposition or expropriation of assets or Capital Stock which the Company  or any Subsidiary is required by, or made in response to concerns raised by, a regulatory  authority or court of competent jurisdiction;   (s) any disposition of Capital Stock, Debt or other securities of an Unrestricted  Subsidiary;   (t) any disposition of assets to a Person who is providing services related to such  assets, the provision of which have been or are to be outsourced by the Company or any  Subsidiary to such Person;   (u) any disposition of Investments in joint ventures to the extent required by, or  made pursuant to, customary buy/sell arrangements between the joint venture parties set  forth in joint venture arrangements and similar binding agreements; provided that any  cash or Cash Equivalents received in such disposition is applied in accordance with the  requirements of Section 5.10;   (v) contractual arrangements under long-term contracts with customers entered  into by the Company or a Restricted Subsidiary in the ordinary course of business which  are treated as sales for accounting purposes; provided that there is no transfer of title in  connection with such contractual arrangement;  (w) any sale or disposition with respect to property built, repaired, improved,  owned or otherwise acquired by the Company or any Subsidiary pursuant to customary  Sale/Leaseback Transactions, asset securitizations and other similar financings permitted  by this Indenture;   (x) any dispositions constituting the surrender of tax losses by the Company or a  Subsidiary (1) to the Company or a Subsidiary; (2) in order to eliminate, satisfy or  discharge any tax liability of any Person that was formerly a Subsidiary of the Company  which has been disposed of pursuant to a disposal permitted by the terms of this  Indenture, to the extent that the Company or a Subsidiary would have a liability (in the  form of an indemnification obligation or otherwise) to one or more Persons in relation to  such tax liability if not so eliminated, satisfied or discharged; and  (y) Permitted Asset Swaps.  “Authenticating Agent” has the meaning set forth in Section 7.10(a).   “Authorized Agent” means any Paying Agent, including the Principal Paying  Agent, Authenticating Agent or Note Registrar or other agent appointed by the Company  or the Trustee in accordance with this Indenture to perform any function that this  Indenture authorizes the Trustee or such agent to perform.  





 






  5  “Authorized Representative” of the Company or any other Person means its  chief executive officer, president, chief operating officer, chief financial officer or any  vice president or any member of its Board of Directors or any other governing body of  such entity. The Company shall provide the Trustee with a list of Authorized  Representatives on the Closing Date.  “Authorized Officer” means any officer of the Trustee or any other individual  who shall be duly authorized by appropriate corporate action on the part of the Trustee to  authenticate Notes.  “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and  Rule 13d-5 under the Exchange Act, except that in calculating the Beneficial Ownership  of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),  such “person” will be deemed to have Beneficial Ownership of all securities that such  “person” has the right to acquire by conversion or exercise of other securities, whether  such right is currently exercisable or is exercisable only after the passage of time. The  terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.  “Board of Directors” when used with respect to a corporation, means either the  Board of Directors of such corporation or any committee of that board duly authorized to  act for it, and when used with respect to a limited liability company, partnership or other  entity other than a corporation, any Person or body authorized by the organizational  documents or by the voting equity owners of such entity to act for them.  “Board Resolution” means a copy of a resolution certified by the President,  Chief Executive Officer, any Director or the Secretary of the Board of Directors of the  Company to have been duly adopted by the Board of Directors or a committee thereof  and to be in full force and effect on the date of such certification, and delivered to the  Trustee.  “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday  which is not a day on which banking institutions in the Borough of Manhattan, the City  of New York, in London, England, or in Paraguay are authorized or obligated by law or  executive order to close.  “Capital Lease Obligation” of any Person means the obligation to pay rent or  other payment amounts under a lease of real or personal property of such Person which is  required to be classified and accounted for as a capital lease on the face of a balance sheet  of such Person in accordance with IFRS. The Stated Maturity of such obligation shall be  the date of the last payment of rent or any other amount due under such lease prior to the  first date upon which such lease may be terminated by the lessee without payment of a  penalty. The principal amount of Debt represented by such obligation shall be the  capitalized amount thereof that would appear on the face of a balance sheet of such  Person in accordance with IFRS.  





 






  6  “Capital Stock” of any Person means any and all shares, interests, participation  or other equivalents (however designated) of corporate stock or other equity participation,  including partnership interests, whether general or limited, of such Person.  “Cash Equivalents” means, with respect to any Person:   (i) (a) Government Securities and (b) any direct obligations of, or obligations  guaranteed by, a member of the European Union for the payment of which obligations or  guarantee the full faith and credit of such member of the European Union is pledged and  which have a remaining weighted average life to maturity of not more than one year from  the date of Investment therein;  (ii)  term deposit accounts (excluding current and demand deposit accounts),  certificates of deposit and Eurodollar time deposits and money market deposits and  bankers’ acceptances, in each case, issued by or with (a) Banco Itaú BBA, BBVA,  Barclays Bank, BNP Paribas, Citigroup, Credit Agricole CIB, DNB, Goldman Sachs, J.P.  Morgan, ICBC, Bank of China, Nordea, Standard Bank, Standard Chartered Bank,  Scotiabank, HSBC, Banco Continental, Banco Regional, Visión Banco, Sudameris Bank,  Banco Nacional de Fomento, Banco Atlas, Banco Familiar and their respective Affiliates,  (b) a bank or trust company which is organized under the laws of the United States of  America, any state thereof, the United Kingdom, Paraguay, Switzerland, Canada,  Australia or any member state of the European Union, and which bank or trust company  has capital, surplus and undivided profits aggregating in excess of $100 million (or the  foreign currency equivalent thereof) and has outstanding debt which is rated “A3/A-” (or  such similar equivalent rating) or higher by at least one nationally recognized statistical  rating organization (as defined in Rule 436 under the Securities Act), or (c) any money  market fund sponsored by a U.S. registered broker dealer or mutual fund distributor;  (iii) repurchase obligations with a term of not more than seven days for  underlying securities of the types described in clauses (ii)(a) and (b) entered into with any  financial institution meeting the qualifications specified in clause (ii)(b) above;  (iv) commercial paper having one of the two highest ratings obtainable from Fitch  or Moody’s and in each case maturing within 365 days after the date of acquisition;  (v) money market mutual funds at least 95% of the assets of which constitute  Cash Equivalents of the types described in clauses (i) through (iv) of this definition;   (vi) with respect to any Person organized under the laws of, or having its principal  business operations in, a jurisdiction outside the United States, the United Kingdom or  the European Union, those Investments that are of the same type as investments in  clauses (i),(iii) and (iv) of this definition except that the obligor thereon is organized  under the laws of the country (or any political subdivision thereof) in which such Person  is organized or conducting business; and  (vii) up to $ 2 million in aggregate of other Investments held by the Company or  its Restricted Subsidiaries.   





 






  7  “Cash Management Loans” means Debt arising in connection with cash  management and cash pooling arrangements between the Restricted Group and Millicom  and its Subsidiaries in the ordinary course of business.  “Change of Control” means any event or circumstance, for whatever reason,  whereby (i) any Person or group of Persons acting in concert (which does not have  control of the Company at the date hereof) acquires control of the Company (whether  directly or indirectly), provided, however, that this clause shall not be triggered if such  control is acquired by a Person or Persons who are themselves directly or indirectly  controlled by Millicom or if such control is acquired through the acquisition of control of  Millicom or (ii) all or substantially all of the assets or business of the Company are sold.  For the purpose of this definition, “control” of a Person means the holding of more than  50% of the Voting Stock of such Person, the power to appoint and/or remove all or a  majority of the members of the board of directors of such Person or otherwise directly or  indirectly to control or have the power to control the affairs and policies of such Person.  “Change of Control Triggering Event” will be deemed to have occurred if a  Change of Control has occurred and a Rating Decline occurs.  “Clearstream” means Clearstream Banking, Société Anonyme, Luxembourg.  “Closing Date” means April 5, 2019, being the date that the Notes are issued  hereunder, representing the initial issuance under this Indenture.  “Code” means the U.S. Internal Revenue Code of 1986, as amended.  “Commission” means the Securities and Exchange Commission, as from time to  time constituted, created under the Exchange Act, or, if at any time after the execution of  this Indenture such Commission is not existing and performing the duties now assigned  to it under the U.S. Trust Indenture Act of 1939, then the body performing such duties at  such time.  “Common Stock” of any Person means Capital Stock of such Person that does  not rank prior, as to the payment of dividends or as to the distribution of assets upon any  voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares  of Capital Stock of any other class of such Person.  “Company” has the meaning set forth in the preamble to this Indenture.   “Company Expenses” means (i) the reasonable fees and expenses actually  Incurred in connection with service of the Notes or any exchange of securities or tender  for Outstanding Notes, (ii) fees, taxes and expenses required to maintain the corporate  existence of the Company, and (iii) any other fees and expenses relating to (i) or (ii).  “Company Order” means a written request or order signed in the name of the  Company by one or more of its Authorized Representatives delivered to the Trustee and,  in the case of an Company Order given pursuant to Section 2.02(a), substantially in the  form of Exhibit B.  





 






  8  “Comparable Treasury Issue” means the United States Treasury security  selected by the Independent Investment Banker that would be utilized, at the time of  selection and in accordance with customary financial practice, in pricing new issues of  corporate debt securities with a maturity of April 15, 2022.  “Comparable Treasury Price” means, with respect to any redemption date, (i)  the average of the bid and asked prices for the Comparable Treasury Issue (expressed in  each case as a percentage of its principal amount) on the third Business Day preceding  that redemption date, as set forth in the daily statistical release designated H.15(519) (or  any successor release) published by the Federal Reserve Bank of New York and  designated “Composite 3:30 p.m. Quotations for US Government Securities” or (ii) if  such release (or any successor release) is not published or does not contain such prices on  such Business Day, the average of the Reference Treasury Dealer Quotations for that  redemption date.  “Consolidated EBITDA” means, for any period, operating profit or loss of the  Restricted Group, as such amount is determined in accordance with IFRS, plus the sum of  the following amounts, in each case, without double counting (losses shall be added (as a  positive number) and gains shall be deducted, in each case, to the extent such amounts  were included in calculating operating profit):   (i)  depreciation and amortization expenses;   (ii)  the net loss or gain on the disposal and impairment of assets;   (iii)  share-based compensation expenses;   (iv)  at the Company’s option, other non-cash charges reducing operating profit  (provided that if any such non-cash charge represents an accrual of or reserve for  potential cash charges in any future period, the cash payment in respect thereof in such  future period shall reduce operating profit to such extent, and excluding amortization of a  prepaid cash item that was paid in a prior period) less other non-cash items of income  increasing operating income (excluding any such non-cash item of income to the extent it  represents (a) a receipt of cash payments in any future period, (b) the reversal of an  accrual or reserve for a potential cash item that reduced operating income in any prior  period and (c) any non-cash gains with respect to cash actually received in a prior period  so long as such cash did not increase operating income in such prior period);   (v)  any material extraordinary, one-off, non-recurring, exceptional or unusual  gain, loss, expense or charge, including any charges or reserves in respect of any  restructuring, redundancy, relocation, refinancing, integration or severance or other post- employment arrangements, signing, retention or completion bonuses, transaction costs,  acquisition costs, disposition costs, business optimization, information technology  implementation or development costs, costs related to governmental investigations and  curtailments or modifications to pension or postretirement benefits schemes, litigation or  any asset impairment charges or the financial impacts of natural disasters (including fire,  flood and storm and related events);   





 






  9  (vi)  at the Company’s option, the effects of adjustments in its consolidated  financial statements pursuant to IFRS (including inventory, property, equipment,  software, goodwill, intangible assets, in process research and development, deferred  revenue and debt line items) attributable to the application of recapitalization accounting  or acquisition accounting, as the case may be, in relation to any consummated acquisition  or joint venture Investment or the amortization or write-off or write-down of amounts  thereof, net of taxes;   (vii)  any reasonable expenses, charges or other costs related to any Equity  Offering, Investment, acquisition, disposition, recapitalization or the Incurrence of any  Debt, in each case, as determined in good faith by a responsible financial or accounting  officer of the Company;   (viii)  any gains or losses on associates;   (ix)  any unrealized gains or losses due to changes in the fair value of equity  Investments;   (x)  any unrealized gains or losses due to changes in the fair value of Interest  Rate, Currency or Commodity Price Agreements;   (xi)  any unrealized gains or losses due to changes in the carrying value of put  options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary,  joint venture or associate;   (xii)  any unrealized gains or losses due to changes in the carrying value of call  options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary,  joint venture or associate;   (xiii)  any net foreign exchange gains or losses;   (xiv)  at the Company’s option, any adjustments to reduce the impact of the  cumulative effect of a change in accounting principles and changes as a result of the  adoption or modification of accounting policies;   (xv)  accruals and reserves that are established or adjusted within twelve months  after the closing date of any acquisition that are so required to be established or adjusted  as a result of such acquisition in accordance with IFRS;   (xvi)   any expenses, charges or losses to the extent covered by insurance or  indemnity and actually reimbursed, or, so long as the Company or a Restricted Subsidiary  has made a determination that there exists reasonable evidence that such amount will in  fact be reimbursed by the insurer or indemnifying party and only to the extent that such  amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable  event (net of any amount so added back in any prior period to the extent not so  reimbursed within the applicable 365-day period);   





 






  10  (xvii)  the amount of proceeds received from business interruption insurance and  reimbursements of any expenses and charges that are covered by indemnification or other  reimbursement provisions in connection with any acquisition, Investment or any sale,  conveyance, transfer or other disposition of assets;   (xviii)  any net gain (or loss) realized upon any Sale/Leaseback Transaction that is  not sold or otherwise disposed of in the ordinary course of business, determined in good  faith by a responsible financial or accounting officer of the Company;   (xix)  the amount of loss on the sale or transfer of any assets in connection with  an asset securitization program, receivables factoring transaction or other receivables  transaction (including, without limitation, a Qualified Receivables Transaction); and   (xx)  Specified Legal Expenses.   For the purposes of calculating Consolidated EBITDA for any period, as of such  date of determination:   (1)  if, since the beginning of such period the Company or any Restricted  Subsidiary has made any Asset Disposition or disposed of any company, any business, or  any group of assets constituting an operating unit of a business (any such disposition, a  “Sale”), including any Sale occurring in connection with a transaction causing a  calculation to be made hereunder, then Consolidated EBITDA for such period will be  reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the  assets which are the subject of such Sale for such period or increased by an amount equal  to the Consolidated EBITDA (if negative) attributable thereto for such period;   (2)  if, since the beginning of such period the Company or any Restricted  Subsidiary (by merger or otherwise) will have made an Investment in any Person that  thereby becomes a Restricted Subsidiary, or otherwise acquires any company, any  business, or any group of assets constituting an operating unit of a business (any such  Investment or acquisition, a “Purchase”), including any such Purchase occurring in  connection with a transaction causing a calculation to be made hereunder, then  Consolidated EBITDA for such period will be calculated after giving pro forma effect  thereto as if such Purchase occurred on the first day of such period;   (3)  if, since the beginning of such period any Person (that became a Restricted  Subsidiary or was merged with or into the Company or any Restricted Subsidiary since  the beginning of such period) will have made any Sale or any Purchase that would have  required an adjustment pursuant to clauses (1) or (2) above if made by the Company or a  Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such  period will be calculated after giving pro forma effect thereto as if such Sale or Purchase  occurred on the first day of such period, including anticipated synergies and cost savings  as if such Sale or Purchase occurred on the first day of such period;   (4)  whenever pro forma effect is applied, the pro forma calculations will be as  determined in good faith by a responsible financial or accounting officer of the Company  (including in respect of anticipated synergies and cost savings) as though the full effect of  





 






  11  synergies and cost savings were realized on the first day of the relevant period and shall  also include the reasonably anticipated full run rate cost savings effect (as calculated in  good faith by a responsible financial or chief accounting officer of the Company) of cost  savings programs that have been initiated by the Company or its Subsidiaries as though  such cost savings programs had been fully implemented on the first day of the relevant  period; provided that if the aggregate amount of such anticipated synergies and cost  savings exceed 5.0% of Consolidated EBITDA (calculated without reference to the  applicable Purchase or Sale), such amounts are confirmed by a reputable, independent  third party advisor;   (5)  for the purposes of determining the amount of Consolidated EBITDA  under this definition denominated in a foreign currency, the Company may, at its option,  calculate the U.S. Dollar equivalent amount of such Consolidated EBITDA based on  either (i) the weighted average exchange rates for the relevant period used in the  consolidated financial statements of the Company for such relevant period or (ii) the  relevant currency exchange rate in effect on the Issue Date; and   (6) the amount of any fees payable by any person in the Restricted Group to  another person in the Restricted Group or Millicom or any of its Subsidiaries in  connection with any services rendered (including, without limitation, any Value Creation  Fees and similar fees) shall be excluded.  For the purpose of calculating the Consolidated EBITDA of the Company, any  Joint Venture Consolidated EBITDA shall be added to the amount determined in  accordance with the foregoing.   “Consolidated Interest Expense” means for any period the consolidated interest  expense included in a consolidated income statement (without deduction of interest  income) of the Company and its Restricted Group for such period calculated on a  consolidated basis in accordance with IFRS, including without limitation or duplication  (or, to the extent not so included, with the addition of), (i) the amortization of Debt  discounts; (ii) any payments or fees with respect to letters of credit, bankers’ acceptances  or similar facilities; (iii) fees with respect to interest rate swap or similar agreements or  foreign currency hedge, exchange or similar agreements; (iv) Preferred Stock dividends  (other than with respect to Redeemable Stock) declared and paid or payable; (v) accrued  Redeemable Stock dividends, whether or not declared or paid; and (vi) interest on Debt  guaranteed by the Company or any member of its Restricted Group.   The term “Consolidated Interest Expense” shall not include: (a) interest on  Capital Lease Obligations, or (b) interest on Debt owed to Millicom or any Subsidiary of  Millicom.  “Corporate Trust Office” means the principal office of the Trustee or Note  Registrar at which the corporate trust business of the Trustee or Note Registrar, as the  case may be, shall at any particular time be principally administered, which at the time of  the execution of this Indenture (a) for note transfer/surrender purposes, is located at 480  Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Facsimile: (973) 461- 





 






  12  7191 or (973) 461-7192, Attention: Agency & Trust, and (b) for all other purposes is  located at 388 Greenwich Street, New York, New York 10013, Facsimile: (212) 816- 5527, Attention: Agency & Trust - Telefónica Celular del Paraguay.  “Covenant Defeasance” has the meaning set forth in Section 12.03.  “Credit Facility” means, a debt facility, arrangement, instrument, trust deed, note  purchase agreement, indenture, purchase money financing, commercial paper facility or  overdraft facility with banks or other institutions or investors providing for revolving  credit loans, term loans, receivables financing (including through the sale of receivables  to such institutions or to special purpose entities formed to borrow from such institutions  against such receivables), letters of credit or other Debt, in each case, as amended,  restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid,  increased or extended, in whole or in part from time to time, and in each case, including  all agreements, instruments and documents executed and delivered pursuant to or in  connection with the foregoing (including, but not limited to, any notes and letters of  credit issued pursuant thereto and any guarantee and collateral agreement, patent and  trademark security agreement, mortgages or letter of credit applications and other  guarantees, pledges, agreements, security agreements and collateral documents). Without  limiting the generality of the foregoing, the term “Credit Facility” shall include any  agreement or instrument (i) changing the maturity of any Debt Incurred thereunder or  contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or  guarantors thereunder, (iii) increasing the amount of Debt Incurred thereunder or  available to be borrowed thereunder or (iv) otherwise altering the terms and conditions  thereof.  “Debt” means (without duplication), with respect to any Person, whether recourse  is to all or a portion of the assets of such Person and whether or not contingent: (i) the  principal of and premium, if any, in respect of every obligation of such Person for money  borrowed; (ii) the principal of and premium, if any, in respect of every obligation of such  Person evidenced by bonds, debentures, notes or other similar instruments; (iii) every  reimbursement obligation of such Person with respect to letters of credit, bankers’  acceptances or similar facilities issued for the account of such Person (but only to the  extent such obligations are not reimbursed within 30 Days following receipt by such  Person of a demand for reimbursement); and (iv) the principal component of every  obligation of the type referred to in clauses (i) through (iii) of another Person and all  dividends of another Person the payment of which, in either case, such Person has  Guaranteed or is responsible or liable for, directly or indirectly, as obligor, Guarantor or  otherwise to the extent not otherwise included in the Debt of such Person. The “amount”  or “principal amount” of Debt at any time of determination as used herein represented by  (1) any Debt issued at a price that is less than the principal amount at maturity thereof,  shall be the amount of the liability in respect thereof determined in accordance with  IFRS, (2) any Redeemable Stock, shall be the maximum fixed redemption or repurchase  price in respect thereof, and (3) any amount of Debt that has been cash-collateralized, to  the extent so cash-collateralized, shall be excluded from any calculation of Debt.  Notwithstanding anything else to the contrary, for all purposes under this Indenture, the  amount of Debt Incurred, repaid, redeemed, repurchased or otherwise acquired by a  





 






  13  Subsidiary of the Company shall equal the liability in respect thereof determined in  accordance with IFRS and reflected on the Company’s consolidated statement of  financial position.  The term “Debt” shall not include:   (a)  Cash Management Loans;  (b)  any liability of the Company or any of its Subsidiaries attributable to a  synthetic instrument or any other arrangement or agreement to the extent such obligation  under the relevant instrument, arrangement or agreement has not come due but is  classified as a financial liability in accordance with IFRS and recorded as a current  liability on the Company’s consolidated statement of financial position;   (c)  any Restricted MFS Cash;   (d)  any liability of the Company attributable to a put option or similar  instrument, arrangement or agreement entered into after the Issue Date granted by the  Company relating to an interest in any other entity, in each case to the extent such option  has not been exercised or such obligation under the relevant instrument, arrangement or  agreement has not come due but is classified as a financial liability in accordance with  IFRS, and recorded as a current liability on the Company’s consolidated statement of  financial position;   (e)  any standby letter of credit, performance bond or surety bond provided by  the Company or any Subsidiary that is customary in the Related Business to the extent  such letters of credit or bonds are not drawn upon or, if and to the extent drawn upon, are  honored in accordance with their terms;   (f)  any deposits or prepayments received by the Company or a Subsidiary  from a customer or subscriber for its service and any other deferred or prepaid revenue;   (g)  any obligations to make payments in relation to earn outs;   (h)  Debt which is in the nature of equity (other than Redeemable Stock) or  equity derivatives;   (i)  Capital Lease Obligations or operating leases;  (j)  Receivables sold or discounted, whether recourse or non-recourse,  including for the avoidance of doubt any debt in respect of Qualified Receivables  Transactions, including without limitation guarantees by a Receivables Entity of the  obligations of another Receivables Entity;   (k)  pension obligations or any obligation under employee plans or  employment agreements;   





 






  14  (l)  any “parallel debt” obligations to the extent that such obligations mirror  other Debt;   (m)  any payments or liability for assets acquired or services supplied deferred  (including trade payables) in accordance with the terms pursuant to which the relevant  assets were or are to be acquired or services were or are to be supplied;   (n)  the principal component or liquidation preference of all obligations of  such Person with respect to the redemption, repayment or other repurchase of any  Redeemable Stock or, with respect to any Subsidiary, any Preferred Stock (including, in  each case, any accrued dividends);  (o)  any Debt (contingent or otherwise) which, when incurred, is without  recourse to the Company or any Restricted Subsidiary, as applicable; and   (p)  the net obligations of such Person under any Interest Rate, Currency or  Commodity Price Agreement.  “Default” means an event that with the passing of time or giving of notice, or  both would constitute an Event of Default.  “Defaulted Interest” has the meaning set forth in Section 2.14(b).   “Defeasance” has the meaning set forth in Section 12.02.  “Early Tax Redemption” has the meaning set forth in Section 4.01(a).   “Early Tax Redemption Date” has the meaning set forth in Section 4.01(c).   “Early Tax Redemption Price” has the meaning set forth in Section 4.01(c).  “Equity Offering” means a sale of Qualified Capital Stock of the Company or a  Holding Company of the Company pursuant to which the Net Cash Proceeds are  contributed to the Company in the form of a subscription for, or a capital contribution in  respect of, Qualified Capital Stock of the Company.  “ERISA” means the United States Employee Retirement Income Security Act of  1974, as amended.  “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear  System, N.V.  “Euro MTF” means the Euro MTF, the alternative market of the Luxembourg  Stock Exchange.  “Event of Default” has the meaning set forth in Section 6.01.  “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended  and in effect from time to time.  





 






  15  “Excluded Additional Amounts” has the meaning set forth in Section 2.15(a).   “Excluded Contributions” means Net Cash Proceeds received by the Company  from:  (i) contributions to its common equity capital;   (ii) Net Cash Proceeds from any stockholder loans; or  (iii) the sale (other than to a Subsidiary of the Company or to any management  equity plan or stock option plan or any other management or employee benefit  plan or agreement of the Company or any Subsidiary) of Capital Stock (other  than Redeemable Stock) of the Company;  in each case designated as Excluded Contributions pursuant to an Officer’s  Certificate executed by the principal financial officer of the Company on the date such  capital contributions are made or the date such equity interests are sold, as the case may  be.  “Expiration Date” has the meaning set forth in Section 4.09(b).  “First Redemption Date” means April 15, 2022.  “Fiscal Year” means the fiscal year of the Company ended on December 31 of  each calendar year, subject to modification from time to time which shall be promptly  notified to the Trustee in writing.  “Fitch” means Fitch Rating, Ltd. and its successors.  “GAAP” means generally accepted accounting principles in the United States.  “Government Securities” means direct obligations of, or obligations guaranteed  by, the United States for the payment of which obligations or guarantee the full faith and  credit of the United States is pledged and which have a remaining weighted average life  to maturity of not more than one year from the date of Investment therein.  “Governmental Authority” means any regulatory, administrative or other legal  body, any court, tribunal or authority or any public legal entity or public agency of  Paraguay or the United States or any other jurisdiction whether created by federal,  provincial or local government, or any other legal entity now existing or hereafter  created, or now or hereafter controlled, directly or indirectly, by any public legal entity or  public agency of any of the foregoing.  “Gradation” means a gradation within a Rating Category or a change to another  Rating Category, which shall include: (i) “+” and “-” in the case of Fitch’s current Rating  Categories (e.g., a decline from BB+ to BB would constitute a decrease of one  Gradation), (ii) 1, 2 and 3 in the case of Moody’s current Rating Categories (e.g., a  decline from Ba1 to Ba2 would constitute a decrease of one Gradation), or (iii) the  





 






  16  equivalent in respect of successor Rating Categories of Fitch or Moody’s or Rating  Categories used by Rating Agencies other than Fitch and Moody’s.  “Guarantee” by any Person means any obligation, contingent or otherwise, of  such Person guaranteeing, or having the economic effect of guaranteeing, any Debt of  any other Person (the “primary obligor”) in any manner, whether directly or indirectly,  and including, without limitation, any obligation of such Person, (i) to purchase or pay  (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or  to advance or supply funds for the purchase of) any security for the payment of such  Debt, (ii) to purchase property, securities or services for the purpose of assuring the  holder of such Debt of the payment of such Debt, or (iii) to maintain working capital,  equity capital or other financial statement condition or liquidity of the primary obligor so  as to enable the primary obligor to pay such Debt (and “Guaranteed”, “Guaranteeing” and  “Guarantor” shall have meanings correlative to the foregoing); provided, however, that  the Guarantee by any Person shall not include endorsements by such Person for  collection or deposit, in either case, in the ordinary course of business.  “Holding Company” means any Person (other than a natural person) which  legally and Beneficially Owns more than 50% of the Voting Stock and/or Capital Stock  of another Person, either directly or through one or more Subsidiaries.  “IFRS” means the International Financial Reporting Standards promulgated by  the International Accounting Standards Board (IASB) or any successor board or agency  as in effect on the Issue Date; provided that the Company may, at any time, irrevocably  elect by written notice to the Trustee to use IFRS as in effect from time to time, and, upon  such notice, references herein to IFRS shall thereafter be construed to mean IFRS as in  effect from time to time. The Company also may, at any time, irrevocably elect by  written notice to the Trustee to use GAAP as in effect from time to time in lieu of IFRS  and, upon such notice, references herein to IFRS shall thereafter be construed to mean  GAAP as in effect from time to time.  “Incur” means, with respect to any Debt or other obligation of any Person, to  create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or  otherwise become liable in respect of such Debt or other obligation, including by  acquisition of Subsidiaries (the Debt of any other Person becoming a Subsidiary of such  Person being deemed for this purpose to have been incurred at the time such other Person  becomes a Subsidiary), or the recording, as required pursuant to IFRS or otherwise, of  any such Debt or other obligation on the balance sheet of such Person (and “Incurrence”,  “Incurred”, “Incurrable” and “Incurring” shall have meanings correlative to the  foregoing); provided, however, that a change in IFRS that results in an obligation of such  Person that exists at such time becoming Debt shall not be deemed an Incurrence of such  Debt.  “Indebtedness” of any Person means any obligation or amount payable (whether  present, future, actual or contingent) pursuant to an agreement or instrument involving or  evidencing money borrowed or received, the advance of credit, a conditional sale or  transfer with recourse or with an obligation to repurchase or pursuant to a lease with  





 






  17  substantially the same economic effect as any such agreement or instrument and which,  under IFRS, would constitute a capitalized lease obligation.  “Indenture” has the meaning set forth in the preamble to this Indenture.   “Independent Investment Banker” means one of the Reference Treasury  Dealers appointed by the Company to act as the “Independent Investment Banker.”  “Initial Purchasers” means BBVA Securities, Inc., BNP Paribas Securities  Corp., Citigroup Global Markets Inc., and Itau BBA USA Securities, Inc., acting as such  pursuant to the Purchase Agreement.  “Interest Rate, Currency or Commodity Price Agreement” of any Person  means any forward contract, futures contract, swap, option or other financial agreement  or arrangement (including, without limitation, caps, floors, collars and similar  agreements) relating to, or the value of which is dependent upon, interest rates, currency  exchange rates or commodity prices or indices (excluding contracts for the purchase or  sale of goods in the ordinary course of business).  “Interest Payment Date” has the meaning set forth in Section 2.07.  “Interest Period” means the period beginning on an Interest Payment Date and  ending on the day before the next Interest Payment Date, or, in the case of the initial  Interest Period, the period beginning on the Closing Date and ending on the day before  the first Interest Payment Date.  “Intergroup Subordinated Loans” means (a) Debt of the Restricted Group owed  to Millicom or any of its Subsidiaries (other than the Restricted Group), and (b) Debt of  Millicom or any of its Subsidiaries (other than the Restricted Group) owed to any of the  Restricted Group that, in each case, (1) it will not have the benefit of any negative pledge  covenant, collateral or security interest, (2) the terms of which provide that, in the event  that (a) an installment of interest with respect to such Debt is not paid on the applicable  interest payment date or (b) the principal of, or premium, if any, on any such Debt is not  paid on the stated maturity or other date set for redemption, then the obligation to make  such payment on such interest payment date, maturity date or other redemption date will  not be a default under such Debt until after the maturity date of the Notes, and (3) the  terms of which provide that no amount will be payable in bankruptcy, liquidation or any  similar proceeding with respect to the Person Incurring such Debt until all claims of  senior creditors of such Person, including, without limitation, the Holders of the Notes,  admitted in such proceeding have been satisfied.    “Investment” by any Person means any direct or indirect loan, advance or other  extension of credit or capital contribution (by means of transfers of cash or other property  to others or payments for property or services for the account or use of others, or  otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes, debentures or  other securities or evidence of Debt issued by, any other Person, including any payment  on a Guarantee of any obligation of such other Person, but shall not include (a) trade  





 






  18  accounts receivable in the ordinary course of business on credit terms made generally  available to the customers of such Person, or (b) commission, travel, payroll,  entertainment, relocation and similar advances to officers and employees and profit  sharing and other employee benefit plan contributions made in the ordinary course of  business.  “Investment Grade” means (i) BBB- or above in the case of Fitch (or its  equivalent under any successor Rating Categories of Fitch), (ii) Baa3 or above, in the  case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s),  and (iii) the equivalent in respect of the Rating Categories of any Rating Agencies.  “Issue Date” means April 5, 2019.  “Joint Venture Consolidated EBITDA” means an amount equal to the product  of (i) the Consolidated EBITDA of any joint venture (determined in good faith by a  responsible financial or accounting officer of the Company on the same basis as provided  for in the definition of “Consolidated EBITDA” (with the exception of clause (i) and the  last sentence thereof) as if each reference to the “Company” in such definition was to  such joint venture) whose financial results are not consolidated with those of the  Company in accordance with IFRS and (ii) a percentage equal to the direct equity  ownership percentage of the Company and/or its Subsidiaries in the Capital Stock of such  joint venture and its Subsidiaries.  “Law” means any constitutional provision, law, statute, rule, regulation,  ordinance, treaty, order, decree, judgment, decision, certificate, holding, or injunction,  enforceable at law or in equity, along with the interpretation and administration thereof  by any Governmental Authority charged with the interpretation or administration thereof.  “Legend” has the meaning set forth in Section 2.12(j).  “Leverage Ratio” means, when used in connection with any Incurrence (or  deemed Incurrence) of Debt, means the ratio of (i) the consolidated principal amount of  Debt of the Company and its Restricted Group outstanding as of the most recent available  quarterly or annual balance sheet, after giving pro forma effect to (a) the Incurrence of  such Debt and any other Debt Incurred since such balance sheet date, (b) the receipt and  application of the proceeds thereof and (c) (without duplication) the repayment,  redemption or repurchase of any other Debt since such balance sheet date, to (ii)  Consolidated EBITDA for the last four full fiscal quarters prior to the Incurrence of such  Debt for which consolidated financial statements are available, determined on a pro  forma basis as if any such Debt had been Incurred and the proceeds thereof had been  applied, or such other Debt had been repaid, redeemed or repurchased, as applicable, at  the beginning of such four fiscal quarter period.  “Lien” means, with respect to any property or assets, any mortgage, pledge,  security interest, lien, charge, encumbrance, priority or other security agreement or  preferential arrangement of any kind or nature whatsoever on or with respect to such  property or assets (including, without limitation, any conditional sale or other title  





 






  19  retention agreement having substantially the same economic effect as any of the  foregoing).  “Limited Condition Transaction” means (i) any Investment or acquisition, in  each case, by one or more of the Company and its Subsidiaries of any assets, business or  Person whose consummation is not conditioned on the availability of, or on obtaining,  third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and  discharge or repayment of Debt requiring irrevocable notice in advance of such  redemption, repurchase, defeasance, satisfaction and discharge or repayment.  “Luxembourg Paying Agent” means the Person named as Luxembourg Paying  Agent in the preamble to this Indenture and its successors and assigns, according to  Section 7.12(b).  “Majority Noteholders” means the Noteholders of more than 50% in aggregate  principal amount of the Notes then Outstanding at any time.  “Market Capitalization” means an amount equal to (i) the total number of issued  and outstanding shares of Capital Stock of the Company on the date of the declaration of  the relevant dividend, multiplied by (ii) the arithmetic mean of the closing prices per  share of such Capital Stock for the 30 consecutive trading days immediately preceding  the date of the declaration of such dividend.  “Material Subsidiary” means any Restricted Subsidiary of the Company  constituting a “Significant Subsidiary” of the Company in accordance with Rule 1-02(w)  of Regulation S-X under the Securities Act of 1933, as amended in effect on the date  hereof.   “Maturity,” when used with respect to any Note, means the date on which the  principal of such Note becomes due and payable as therein or herein provided, whether at  the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.  “Millicom” means Millicom International Cellular S.A.   “Minority Shareholder Loans” means Debt of the Company or a Subsidiary of  the Company that is issued to and held by an equity owner of the Company or such  Subsidiary, other than the Company or a Subsidiary of the Company.   “Mobile Cash” means Mobile Cash Paraguay S.A.  “Moody’s” means Moody’s Investor Service, Inc. and its successors.  “Net Available Proceeds” from any Asset Disposition means cash or readily  marketable cash equivalents received (including by way of sale or discounting of a note,  installment receivable or other receivable, but excluding any Related Assets and other  consideration received in the form of assumption by the acquiror of Debt or other  obligations relating to such properties or assets) therefrom by the Company or any  Restricted Subsidiary, net of (i) all legal, title and recording tax expenses, commissions  





 






  20  and other fees and expenses Incurred and all federal, state, provincial, foreign and local  taxes required to be accrued as a liability as a consequence of such Asset Disposition; (ii)  all payments made by the Company or any Restricted Subsidiary, on any Debt which is  secured by such assets in accordance with the terms of any Lien upon or with respect to  such assets or which must by the terms of such Debt or Lien, or in order to obtain a  necessary consent to such Asset Disposition or by applicable law, be repaid out of the  proceeds from such Asset Disposition; (iii) all distributions and other payments made to  other equity holders in the Company’s Restricted Subsidiaries, or joint ventures as a  result of such Asset Disposition; and (iv) appropriate amounts to be provided by the  Company or any Restricted Subsidiary, as the case may be, as a reserve in accordance  with IFRS, against any liabilities associated with such assets and retained by the  Company or any Restricted Subsidiary, as the case may be, after such Asset Disposition,  including, without limitation, liabilities under any indemnification obligations and  severance and other employee termination costs associated with such Asset Disposition,  in each case as determined by the Board of Directors, in its reasonable good faith  judgment evidenced by a resolution of the Board of Directors filed with the Trustee;  provided, however, that any reduction in such reserve within twelve months following the  consummation of such Asset Disposition will be treated for all purposes of this Indenture  and the Notes as a new Asset Disposition at the time of such reduction with Net  Available Proceeds equal to the amount of such reduction.  “Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock or  any Incurrence of Debt, means the cash proceeds of such issuance or sale or such  Incurrence net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’  fees, listing fees, discounts or commissions and brokerage, consultant and other fees,  expenses and charges actually Incurred in connection with such issuance or sale or such  Incurrence and net of taxes paid or payable (in the good faith determination of the  Company) in connection with such issuance or sale or such Incurrence (including any  repatriation of the proceeds of such sale or Incurrence).   “Non-Permitted Holder” has the meaning set forth in Section 2.12(m).  “Non-U.S. Person” means any Person who is not a “U.S. Person” as defined in  Regulation S under the Securities Act.  “Noteholder” or “Holder” means a Person in whose name a Note is registered in  the Note Register.  “Note Rate” has the meaning set forth in Section 2.07.  “Note Register” has the meaning set forth in Section 2.12(a).  “Note Registrar” means any Person acting as Note Registrar pursuant to Section  2.12(a).  “Notes” has the meaning set forth in the recitals to this Indenture.   “Offer” has the meaning set forth in Section 4.09(b).  





 






  21  “Offer to Purchase” has the meaning set forth in Section 4.09(a).  “Officer’s Certificate” means a certificate signed by the President, Chairman of  the Board, any Vice Chairman of the Board, any Director, the Chief Executive Officer,  the Chief Operating Officer, any Senior Vice President, or the Secretary of the Board of  the Company, and delivered to the Trustee.  “Opinion of Counsel” means a written opinion of counsel in compliance with the  requirements of Section 13.01 from any Person either expressly referred to herein or  otherwise reasonably satisfactory to the Trustee which may include, without limitation,  counsel for the Company, whether or not such counsel is an employee of the Company.  “Optional Redemption” means the early redemption of the Notes at the option of  the Company as set forth in Sections 4.02, 4.03 and Section 4.10.  “Optional Redemption Date” means the proposed date of redemption pursuant  to Sections 4.02, 4.03 or Section 4.10.  “Optional Redemption Price” means the price at which the Notes are redeemed  pursuant to Sections 4.02, 4.03 or Section 4.10.  “Outstanding,” when used with respect to Notes, means, as of the date of  determination, all Notes theretofore authenticated and delivered under this Indenture,  except:  (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for  cancellation;  (ii) Notes for whose payment or redemption money in the necessary amount  has been theretofore deposited with the Trustee or any Paying Agent (other than the  Company) in trust or set aside and segregated in trust by the Company (if the Company  shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such  Notes are to be redeemed, notice of such redemption has been duly given pursuant to this  Indenture or provision therefor satisfactory to the Trustee has been made; and  (iii) Notes which have been paid or in exchange for or in lieu of which other  Notes have been authenticated and delivered pursuant to this Indenture, other than any  such Notes in respect of which there shall have been presented to the Trustee proof  satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such  Notes are valid obligations of the Company;  provided, however, that in determining whether the Holders of the requisite principal  amount of the Outstanding Notes have given any request, demand, authorization,  direction, notice, consent or waiver hereunder, Notes owned by the Company or any  other obligor upon the Notes or any Affiliate of the Company or of such other obligor  shall be disregarded and deemed not to be Outstanding, except that, in determining  whether the Trustee shall be protected in relying upon any such request, demand,  authorization, direction, notice, consent or waiver, only Notes which the Trustee knows  





 






  22  to be so owned shall be so disregarded. Notes so owned which have been pledged in good  faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the  Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not  the Company or any other obligor upon the Notes or any Affiliate of the Company or of  such other obligor.  “Pari Passu Debt” means any Debt of the Company that ranks pari passu in right  of payment to the Notes.  “Paying Agent” means any Person that is authorized by the Company to pay the  principal of or any premium or interest on any Notes on behalf of the Company.  “Payment Date” means any of the Interest Payment Dates, the Maturity, or any  other date on which payments on the Notes in respect of principal, interest or other  amounts, including as a result of any acceleration of the Notes, are required to be paid  pursuant to this Indenture or the Notes.  “Permitted Asset Swap” means the concurrent purchase and sale or exchange of  related business assets or a combination of related business assets, cash and Cash  Equivalents between the Company or any of its Subsidiaries and another Person.  “Permitted Debt” has the meaning set forth in Section 5.04(b).  “Permitted Investments” means (1) Investments in (i) Cash Equivalents or (ii)  deposit accounts, certificates of deposit and time deposits and money market deposits,  bankers’ acceptances and overnight bank deposits, in each case issued by or with a bank  or trust company which is organized under the laws of the jurisdiction in which the  Company or Restricted Subsidiary which makes such Investment operates; provided that  the Company shall use its reasonable efforts to ensure that any such bank or trust  company described in this clause (ii) is a credit-worthy institution; (2) Investments by the  Company or any Restricted Subsidiary in the Company or a Restricted Subsidiary that is  primarily engaged in a Related Business; (3) Investments by the Company or any  Restricted Subsidiary in a Person, if as a result of such Investment (i) such Person  becomes a Restricted Subsidiary that is primarily engaged in a Related Business or (ii)  such Person is merged, consolidated or amalgamated into, or transfers or conveys all or  substantially all of its assets to, or is liquidated into, the Company or a Restricted  Subsidiary that is primarily engaged in a Related Business; (4) Investments acquired as  consideration as permitted under Section 7.10; (5) Restricted Payments directly or  indirectly to the Company to fund permitted Company Expenses; (6) reasonable and  customary payments to or on behalf of any of the directors, officers or employees of the  Restricted Group or Millicom or any of its Subsidiaries, or in reimbursement of  reasonable and customary payments or reasonable and customary expenditures made or  Incurred by such Persons as directors, officers or employees; (7) Investments in  customers and suppliers in the ordinary course of business which either (A) generate  accounts receivable or (B) are accepted in settlement of bona fide disputes; (8) loans or  advances to employees and officers (or loans to any direct or indirect parent, the proceeds  of which are used to make loans or advances to employees or officers, or Guarantees of  





 






  23  third-party loans to employees or officers) in the ordinary course of business; (9) stock,  obligations or securities received in satisfaction of judgments, foreclosure of Liens or  settlement of debts (whether pursuant to a plan of reorganization or similar arrangement  or otherwise); (10) any Investment existing on the issue date; (11) Investments in Interest  Rate, Currency or Commodity Price Agreements not otherwise prohibited under this  Indenture; (12); Investments in Millicom or any Subsidiary of Millicom for the purpose  of acquiring any property so long as such acquired property is transferred to the Company  or a Restricted Subsidiary within 60 days of such Investment; (13) Investments made  pursuant to clauses (iii)(A)(4), (5) and (6) of Section 5.10(a); (14) Cash Management  Loans; (15) Intergroup Subordinated Loans; (16) any purchase or acquisition of any  Capital Stock of SPM; (17) any purchase or acquisition of any Capital Stock of  Transcom; and (18) other Investments in Persons primarily engaged in a Related  Business in an aggregate cumulative amount at any time outstanding not to exceed $20  million.  “Permitted Liens” means:  (a) Liens for taxes, assessments or governmental charges or levies on the  property of the Company or any Restricted Subsidiary if the same shall not at the time be  delinquent or thereafter can be paid without penalty, or are being contested in good faith  and by appropriate proceeds promptly instituted and diligently concluded; provided that  any reserve or other appropriate provision that shall be required in conformity with IFRS  shall have been made therefor;  (b) Liens imposed by law, such as statutory Liens of landlords’, carriers’,  warehousemen’s and mechanics’ Liens and other similar Liens, on the property of the  Company or any Restricted Subsidiary arising in the ordinary course of business or Liens  arising solely by virtue of any statutory or common law (but not contractual) provisions  relating to bankers’ Liens, rights of set-off or similar rights and remedies as to deposit  accounts or other funds maintained with a creditor depositary institution;  (c) Liens on the property of the Company or any Restricted Subsidiary  Incurred in the ordinary course of business to secure performance of obligations with  respect to statutory or regulatory requirements, performance bids, trade contracts, letters  of credit performance or return-of-money bonds, surety bonds or other obligations of a  like nature and Incurred in a manner consistent with industry practice, in each case which  are not Incurred in connection with the borrowing of money, the obtaining of advances or  credit or the payment of the deferred purchase price of property and which do not in the  aggregate impair in any material respect the use of property in the operation of the  business of the Company and the Restricted Group taken as a whole;  (d) Liens on property at the time the Company or any Restricted Subsidiary  acquired such property, including any acquisition by means of a merger or consolidation  with or into the Company or any Restricted Subsidiary; provided, however, that any such  Lien may not extend to any other property of the Company or any Restricted Subsidiary;  





 






  24  (e) Liens on the property of a Person at the time such Person becomes a  Restricted Subsidiary; provided, however, that any such Lien may not extend to any other  property of the Company, any other Restricted Subsidiary that is not a direct or, prior to  such time, indirect Subsidiary of such Person;  (f) pledges or deposits by the Company or any Restricted Subsidiary under  workmen’s compensation laws, unemployment insurance laws or similar legislation, or  good faith deposits in connection with bids, tenders, contracts (other than for the payment  of Debt) or leases to which the Company or any Restricted Subsidiary is party, or  deposits to secure public or statutory obligations of the Company or any Restricted  Subsidiary or deposits for the payment of rent, in each case Incurred in the ordinary  course of business;  (g) utility easements, building restrictions and such other encumbrances or  charges against real property as are of a nature generally existing with respect to  properties of a similar character;  (h) any provision for the retention of title to any property by the vendor or  transferor of such property which property is acquired by the Company or a Restricted  Subsidiary in a transaction entered into in the ordinary course of business of the  Company or a Restricted Subsidiary and for which kind of transaction it is customary  market practice for such retention of title provision to be included;  (i) Liens arising by means of any judgment, decree or order of any court, to  the extent not otherwise resulting in a Default hereunder so long as any appropriate legal  proceedings which may have been duly initiated for the review of such judgment, decree  or order have not been fully terminated or the period within which such proceedings may  be initiated has not expired and any Liens that are required to protect or enforce rights in  any administrative, arbitration or other court proceeding in the ordinary course of  business;  (j) Liens securing any Credit Facility permitted under clause (iii) of Section  5.04(b), or any Interest Rate, Currency or Commodity Price Agreement;  (k) Liens on and pledges of the Capital Stock of any Unrestricted Subsidiary  to secure Debt of that Unrestricted Subsidiary;  (l) mortgages, liens, security interests, restrictions, encumbrances or any  other matters of record that have been placed by any developer, landlord or other third  party on property over which the Company or any Restricted Subsidiary has easement  rights or on any real property leased by the Company or any Restricted Subsidiary or  similar agreements relating thereto and any condemnation or eminent domain  proceedings or compulsory purchase order affecting real property;  (m) Liens existing on the date of this Indenture;  (n) Liens in favor of the Company or any Restricted Subsidiary;  





 






  25  (o) Liens on insurance policies and the proceeds thereof, or other deposits, to  secure insurance premium financings in respect of the Company or any of its Restricted  Subsidiaries;  (p) Liens arising from financing statement filings (or other similar filings in  any applicable jurisdiction) regarding operating leases entered into by any Restricted  Subsidiary of the Company in the ordinary course of business;  (q) Liens on goods (and the proceeds thereof) and documents of title and the  property covered thereby securing Debt in respect of commercial letters of credit issued  to facilitate the purchase, shipment or storage of such inventory or other goods;  (r) Liens on property of the Company or any Restricted Subsidiary of the  Company to secure Debt Incurred by the Company or such Restricted Subsidiary  pursuant to clauses (viii), (ix), (x) and (xi) of Section 5.04(b);  (s) Liens for the purpose of securing the payment of all or a part of the  purchase price of Capital Lease Obligations or payments Incurred by the Company or its  Subsidiaries to finance the acquisition, improvement or construction of, assets or property  acquired or constructed in the ordinary course of business; provided that such Liens do  not encumber any other assets or property of the Company or any Restricted Subsidiary  other than such assets or property and assets affixed or appurtenant thereto;  (t) Liens on the property of the Company or any Restricted Subsidiary to  replace in whole or in part, any Lien described in the foregoing clauses (a) through (s);  provided that any such Lien is limited to all or part of the same property or assets (plus  improvements, accessions, proceeds or dividends or distributions in respect thereof) that  secured (or, under the written arrangements under which the original Lien arose, could  secure) the Debt being refinanced or in respect of property that is the security for a  Permitted Lien hereunder;  (u) any interest or title of a lessor under any Capital Lease Obligation or  operating lease;  (v) Liens on any escrow account used in connection with an acquisition of  property or Capital Stock of any Person or pre-funding a refinancing of Debt otherwise  permissible by this Indenture;  (w) Liens on the Company’s and any of its Subsidiaries’ deposits in favor of  financial institutions arising from any netting or set-off arrangement substantially  consistent with its current practice for the purpose of netting debt and credit balances  substantially consistent with the Company’s or the Subsidiaries’ existing cash pooling  arrangements;   (x) Liens Incurred in the ordinary course of business of the Company or any  of its Subsidiaries with respect to obligations that do not exceed the greater of $25.0  million or 3.0% of Total Assets at any one time outstanding and that do not in the  aggregate materially detract from the value of the property of the Company and the  





 






  26  Restricted Subsidiaries, taken as a whole, or materially impair the use thereof in the  operation of business by the Company or such Restricted Subsidiary;  (y) Liens over cash or other assets that secure collateralized obligations  Incurred as Permitted Debt; provided that the amount of cash collateral does not exceed  the principal amount of the Permitted Debt;  (z) Liens on Receivables and related assets of the type described in the  definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified  Receivables Transaction, and Liens on Investments in Receivables Entities;  (aa) Liens consisting of any right of set-off granted to any financial institution  acting as a lockbox bank in connection with a Qualified Receivables Transaction;  (bb) Liens for the purpose of perfecting the ownership interests of a purchaser  of Receivables and related assets pursuant to any Qualified Receivables Transaction;  (cc) Liens arising in connection with other sales of Receivables permitted  hereunder without recourse to the Company or any of its Subsidiaries;  (dd) Liens securing Debt or other obligations of a Restricted Subsidiary owing  to the Company or another Restricted Subsidiary;  (ee) Liens in respect of the ownership interests in, or assets owned by, any  joint ventures or similar arrangements, other than joint ventures and similar arrangements  that are Restricted Subsidiaries, securing obligations of such joint ventures or similar  agreements;  (ff) any encumbrance or restriction (including, but not limited to, put and call  arrangements) with respect to Capital Stock of any joint venture or similar arrangement  pursuant to any joint venture or similar agreement;  (gg) Liens for the benefit of the holders of the Notes; and  (hh) Liens over rights under loan agreements relating to, or over notes or  similar instruments evidencing, the on-loan of proceeds received by a Restricted  Subsidiary from the issuance of Debt, which Liens are created to secure payment of such  Debt.  “Permitted Refinancing Debt” means any renewals, extensions, substitutions,  defeasances, discharges, refinancings or replacements (each, for purposes of this  definition and clause (vii) of Section 5.04(b), a “refinancing”) of any Debt of the  Company or a Restricted Subsidiary of the Company or pursuant to this definition,  including any successive refinancings, as long as:   (i) such Permitted Refinancing Debt is in an aggregate principal amount (or if  Incurred with original issue discount, an aggregate issue price) not in excess of the sum  of: (a) the aggregate principal amount (or if Incurred with original issue discount, the  





 






  27  aggregate accreted value plus all accrued interest) then outstanding of the Debt being  refinanced; and (b) an amount necessary to pay any fees and expenses, including  premiums and defeasance costs, related to such refinancing;   (ii) such Permitted Refinancing Debt has (a) a Stated Maturity that is either (1) no  earlier than the Stated Maturity of the Debt being refinanced or (2) after the Stated  Maturity of the Notes and (b) a Weighted Average Life to Maturity that is equal to or  greater than the Weighted Average Life to Maturity of the Debt being refinanced; and   (iii) if the Debt being refinanced is subordinated in right of payment to the Notes,  such Permitted Refinancing Debt is subordinated in right of payment to the Notes on  terms at least as favorable to the Holders of Notes as those contained in the  documentation governing the Debt being refinanced; and   (iv) if the Company was the obligor on the Debt being refinanced, such Permitted  Refinancing Debt is Incurred by the Company.  Permitted Refinancing Debt in respect of any Credit Facility or any other Debt may be  Incurred from time to time after the termination, discharge or repayment of all or any part  of such Credit Facility or other Debt.   “Person” means any natural person, corporation, company, voluntary association,  partnership, limited liability company, joint venture, trust, unincorporated organization or  Governmental Authority or other entity of whatever nature.  “Place of Payment,” when used with respect to the Notes, means the office or  agency of the Trustee maintained pursuant to Section 5.01 and such other place or places,  if any, where the principal of and interest on the Notes are payable as specified herein.  “Plans” has the meaning set forth in Section 2.12(k)(v).  “Predecessor Notes”, with respect to any particular Note, means every previous  Note evidencing all or a portion of the same Indebtedness as that evidenced by such  particular Note; for the purposes of this definition, any Note authenticated and delivered  under Section 2.13 in exchange for or in lieu of a mutilated, lost, destroyed or stolen Note  shall be deemed to evidence the same Indebtedness as the mutilated, lost, destroyed or  stolen Note.  “Preferred Stock” of any Person means Capital Stock of such Person of any  class or classes (however designated) that ranks prior, as to the payment of dividends or  as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution  or winding up of such Person, to shares of Capital Stock of any other class of such  Person.  “Principal Paying Agent” means Citibank, N.A., in its capacity as the principal  Paying Agent and its successors and assigns.  “Process Agent” has the meaning set forth in Section 13.15(b).  





 






  28  “Purchase Agreement” means the purchase agreement dated as of March 28,  2019, among the Company and the Initial Purchasers.  “Purchase Amount” has the meaning set forth in Section 4.09(b)(iii).   “Purchase Date” has the meaning set forth in Section 4.09(b).   “Purchase Money Obligations” means any Debt Incurred to finance or refinance  the acquisition, leasing, construction or improvement of property (real or personal) or  assets (including Capital Stock), and whether acquired through the direct acquisition of  such property or assets or the acquisition of the Capital Stock of any Person owning such  property or assets, or otherwise.  “Purchase Price” has the meaning set forth in Section 4.09(b)(iv).   “Purchasing Party” has the meaning set forth in Section 4.09(a).  “Qualified Capital Stock” of any Person means any and all Capital Stock of such  Person other than Redeemable Stock.  “Qualified Receivables Transaction” means any transaction or series of  transactions that may be entered into by the Company or any of its Restricted  Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may  sell, convey or otherwise transfer to (i) a Receivables Entity (in the case of a transfer by  the Company or any of the Restricted Subsidiaries) and (ii) any other Person (in the case  of a transfer by a Receivables Entity), or may grant a Lien in, any Receivables (whether  now existing or arising in the future) of the Company or any of the Restricted  Subsidiaries, and any assets related thereto including, without limitation, all collateral  securing such Receivables, all contracts and all Guarantees or other obligations in respect  of such accounts receivable, the proceeds of such Receivables and other assets which are  customarily transferred, or in respect of which Liens are customarily granted, in  connection with asset securitization involving Receivables and any Interest Rate,  Currency or Commodity Price Agreement entered into by the Company or any such  Restricted Subsidiary in connection with such Receivables.  “QIB” means a qualified institutional buyer as defined in Rule 144A under the  Securities Act.  “Rating Agency” means each of (i) Fitch and Moody’s or (ii) if either Fitch or  Moody’s or both of them are not making ratings of the Notes publicly available, a  nationally recognized U.S. rating agency or agencies, as the case may be, selected by the  Company, which will be substituted for Fitch or Moody’s or both, as the case may be.  “Rating Category” means (i) with respect to Fitch, any of the following  categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC,  CC, C, R, SD and D (or equivalent successor categories); (ii) with respect to Moody’s,  any of the following categories (any of which may include a “1”, “2” or “3”): Aaa, Aa, A,  





 






  29  Baa, Ba, B, Caa, Ca, and C (or equivalent successor categories), and (iii) the equivalent  of any such categories of Fitch or Moody’s used by another Rating Agency, if applicable.  “Rating Decline” will be deemed to have occurred if at any time within the  earlier of (i) 90 days after the date of public notice of a Change of Control, or of the  Company’s intention or the intention of any Person to effect a Change of Control and (ii)  the occurrence of the Change in Control (which period shall in either event be extended  so long as the rating of the Notes is under publicly announced consideration for possible  downgrade by a Rating Agency), the rating of the Notes is decreased by either Rating  Agency by two or more Gradations and such rating decline is expressly stated to be due  to a Change of Control.  “Receivable” means a right to receive payment arising from a sale or lease of  goods or the performance of services by a Person pursuant to an arrangement with  another Person pursuant to which such other Person is obligated to pay for goods or  services under terms that permit the purchase of such goods and services on credit and  shall include, in any event, any items of property that would be classified as an  “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform  Commercial Code as in effect in the State of New York and any “supporting obligations”  as so defined.   “Receivables Entity” means a Wholly Owned Subsidiary of the Company (or  another Person in which the Company or any Subsidiary makes an Investment or to  which the Company or any Subsidiary transfers Receivables and related assets) which  engages in no activities other than in connection with the financing of Receivables and  which is designated by the Board of Directors or senior management of the Company (as  provided below) as a Receivables Entity:   (i) no portion of the Debt or any other obligations (contingent or otherwise) of  which:   (a) is Guaranteed by the Company or any Subsidiary (excluding Guarantees of  obligations (other than the principal of, and interest on, Debt) pursuant to  Standard Securitization Undertakings);   (b) is recourse to or obligates the Company or any Subsidiary in any way other  than pursuant to Standard Securitization Undertakings; or   (c) subjects any property or asset of the Company or any Subsidiary, directly or  indirectly, contingently or otherwise, to the satisfaction thereof, other than  pursuant to Standard Securitization Undertakings   except, in each such case, Permitted Liens as defined in clauses (xxvi) through  (xxix) of the definition thereof;   (ii) with which neither the Company nor any Subsidiary has any material contract,  agreement, arrangement or understanding (except in connection with a Purchase Money  Note or Qualified Receivables Transaction) other than on terms not materially less  





 






  30  favorable to the Company or such Subsidiary than those that might be obtained at the  time from Persons that are not Affiliates of the Company, other than fees payable in the  ordinary course of business in connection with servicing Receivables; and   (iii) to which neither the Company nor any Subsidiary has any obligation to  maintain or preserve such entity’s financial condition or cause such entity to achieve  certain levels of operating results (other than those related to or incidental to the relevant  Qualified Receivables Transaction).   Any such designation by the Board of Directors or senior management of the  Company shall be evidenced to the Trustee by promptly filing with the Trustee a certified  copy of the resolution of the Board of Directors of the Company giving effect to such  designation or an Officer’s Certificate certifying that such designation complied with the  foregoing conditions.   “Receivables Fees” means reasonable distributions or payments made directly or  by means of discounts with respect to any participation interest issued or sold in  connection with, and other fees paid to a Person that is not a Receivables Entity in  connection with, any Qualified Receivables Transaction.   “Receivables Repurchase Obligation” means any obligation of a seller of  Receivables in a Qualified Receivables Transaction to repurchase Receivables arising as  a result of a breach of a representation, warranty or covenant or otherwise, including as a  result of a receivable or portion thereof becoming subject to any asserted defense,  dispute, offset or counterclaim of any kind as a result of any action taken by, any failure  to take action by or any other event relating to the seller.   “Record Date” means the April 1 or October 1, as the case may be, immediately  preceding an Interest Payment Date.  “Redeemable Stock” of any Person means any Capital Stock of such Person that  by its terms (or by the terms of any security into which it is convertible or for which it is  exchangeable) or otherwise (including upon the occurrence of an event) matures or is  required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is  convertible into or exchangeable for Debt or is redeemable at the option of the holder  thereof, in whole or in part, at any time prior to the final Stated Maturity of the Notes.  “Reference Treasury Dealer” means BBVA Securities, Inc., BNP Paribas  Securities Corp., Citigroup Global Markets Inc., and Itau BBA USA Securities, Inc. or  any of their respective affiliates which are primary U.S. Government Securities dealers;  provided, however, that if any of the foregoing shall cease to be a primary U.S.  Government Securities dealer in New York City (a “Primary Treasury Dealer”), the  Company shall substitute therefor another nationally recognized investment banking firm  that is a Primary Treasury Dealer.  “Reference Treasury Dealer Quotation” means, with respect to each Reference  Treasury Dealer and any redemption date, the average, as determined by the Independent  Investment Banker, of the bid and asked prices for the Comparable Treasury Issue  





 






  31  (expressed in each case as a percentage of its principal amount) quoted in writing to the  Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New  York City time, on the third Business Day preceding that redemption date.  “Registered Depositary” means, with respect to the Notes issuable or issued in  whole or in part in the form of one or more Global Notes, The Depository Trust  Company, having a principal office at 55 Water Street, New York, New York 10041- 0099, together with any Person succeeding thereto by merger, consolidation or  acquisition of all or substantially all of its assets, including substantially all of its  securities payment and transfer operations, for so long as it shall be a clearing agency  registered under the Exchange Act, or such successor as the Company shall designate  from time to time in an Officer’s Certificate delivered to the Trustee.  “Regulation S” means Regulation S promulgated under the Securities Act, as  amended and in effect from time to time.  “Regulation S Global Note” has the meaning set forth in Section 2.05(c).  “Related Assets” means all assets, rights (contractual or otherwise) and  properties, whether tangible or intangible (including ownership interests), used or  intended for use in connection with a Related Business.  “Related Business” means any business in which the Company or its Subsidiaries  are engaged, directly or indirectly, that consists primarily of, or are related to, operating,  acquiring, developing or constructing any telecommunications services (including,  without limitation, fixed and mobile telephony, broadband internet, network-related  services, cable television, broadcast content, network-neutral services, electronic,  transactional, financial and commercial services related to the provision of telephony or  internet services) and related businesses.  “Related Person” of any Person means any other Person directly or indirectly  owning (a) 5% or more of the outstanding Common Stock of such Person (or, in the case  of a Person that is not a corporation, 5% or more of the equity interest in such Person) or  (b) 5% or more of the combined voting power of the Voting Stock of such Person.  “Relevant Taxing Jurisdiction” has the meaning set forth in Section 2.15(a).  “Remaining Scheduled Payments” means, with respect to each Note to be  redeemed, the sum of (i) the redemption price of such Note on the First Redemption  Date, such redemption price being set forth in Section 4.02(b), plus (ii) all required  interest payments due on such Note through the First Redemption Date that would be due  after the date on which such Note is being redeemed; provided, however, that, if that  redemption date is not an interest payment date with respect to such Note, the amount of  the next succeeding scheduled interest payment thereon will be reduced by the amount of  interest accrued thereon to that redemption date.  





 






  32  “Restricted Cash” means the amount of cash that would be stated as “restricted  cash” on the consolidated statement of financial position of the Company as of such date  in accordance with IFRS.  “Responsible Officer”, when used with respect to the Trustee, means any officer  in the Corporate Trust Office having direct responsibility for the administration of this  Indenture (or any successor group of the Trustee), or any other officer of the Trustee to  whom any corporate trust matter is referred because of such officer’s knowledge and  familiarity with the particular subject and who shall have direct responsibility for the  administration of this Indenture.  “Restricted Group”, when used in respect of the Company, means the Company  and the Restricted Subsidiaries, taken together on a consolidated basis.  “Restricted MFS Cash” means, as of any date of determination, an amount equal  to any cash paid in or deposited by or held on behalf of any customer or dealer of, or any  other third party in relation to, one or more of the Company’s Subsidiaries engaged in the  provision of mobile financial services and designated as “restricted cash” on the  consolidated statement of financial position of the Company, together with any interest  thereon.  “Restricted Payment” has the meaning set forth in Section 5.05.  “Restricted Subsidiary” means any Subsidiary of the Company, other than an  Unrestricted Subsidiary, and “Restricted Subsidiaries” means each Restricted  Subsidiary, collectively.  “Rule 144” means Rule 144 promulgated under the Securities Act, as amended  and in effect from time to time.  “Rule 144A” means Rule 144A promulgated under the Securities Act, as  amended and in effect from time to time.  “Rule 144A Global Note” has the meaning set forth in Section 2.05(b) hereof.   “Sale/Leaseback Transaction” means an arrangement relating to property now  owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers  such property to a Person and the Company or such Restricted Subsidiary leases it from  such Person.  “Securities Act” means the U.S. Securities Act of 1933, as amended and in effect  from time to time.  “Securitization Obligation” means any Debt or other obligation of any  Receivables Entity.  





 






  33  “Senior Secured Debt” means, as of any date of determination, any Debt of the  Company or any Restricted Subsidiary that is secured by a security interest in any assets  of the Company or any of its Subsidiaries.   “Specified Legal Expenses” means, to the extent not constituting an  extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and  experts’ fees and expenses and all other costs, liabilities (including all damages,  penalties, fines and indemnification and settlement payments) and expenses paid or  payable in connection with any threatened, pending, completed or future claim, demand,  action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative,  governmental or investigative).  “SPM” means Servicios y Productos Multimedios S.A.  “SPM Transaction” means the acquisition of the assets or Capital Stock of SPM  by the Company or a subsidiary thereof or the consolidation of SPM with the Company  by merger or acquisition.  “Standard Securitization Undertakings” means representations, warranties,  covenants and indemnities entered into by the Company or any Subsidiary which are  reasonably customary in a securitization of Receivables transactions, including, without  limitation, those relating to the servicing of the assets of a Receivables Entity, it being  understood that any Receivables Repurchase Obligation shall be deemed to be a Standard  Securitization Undertaking.  “Stated Maturity,” when used with respect to any security or any installment of  interest thereon, means the date specified in such security as the fixed date on which the  principal of such security or such installment of interest is due and payable, including  pursuant to any mandatory redemption provision (but excluding any provision providing  for the repurchase of such security at the option of the holder thereof upon the happening  of any contingency beyond the control of the company unless such contingency has  occurred).  “Subsidiary” of any Person means (i) a corporation more than 50% of the  combined voting power of the outstanding Voting Stock of which is owned, directly or  indirectly, by such Person or by one or more other Subsidiaries of such Person or by such  Person and one or more Subsidiaries thereof or (ii) any other Person (other than a  corporation) in which such Person, or one or more other Subsidiaries of such Person or  such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least  a majority ownership and power to direct the policies, management and affairs thereof.  “Subsidiary Guarantors” has the meaning set forth in Section 5.19.   “Taxes” has the meaning set forth in Section 2.15(a).  “Technical Services Agreement” means that certain technical services  agreement, dated as of January 1, 2008, between Millicom and the Company.  





 






  34  “Total Assets” means the consolidated total assets of the Company and its  Subsidiaries as shown on the Company’s most recent consolidated statement of financial  position prepared on the basis of IFRS prior to the relevant date of determination  calculated to give pro forma effect to any acquisitions (including through mergers or  consolidations) and dispositions that have occurred subsequent to such period, including  any such acquisitions to be made with the proceeds of Debt giving rise to the need to  calculate Total Assets.  “Tower Equipment” means passive infrastructure related to telecommunications  services, excluding telecommunications equipment, but including, without limitation,  towers (including tower lights and lightning rods), power breakers, deep cycle batteries,  generators, voltage regulators, main AC power, rooftop masts, cable ladders, grounding,  walls and fences, access roads, shelters, air conditioners and BTS batteries owned by the  Company or any Subsidiary.  “Transaction Documents” means, collectively, this Indenture, the Notes and the  Notes.   “Transcom” means Transcom Paraguay S.A.  “Transfer Agent” means Citibank, N.A., in its capacity as the Transfer Agent  and its successors and assigns.  “Treasury Rate” means, with respect to any redemption date of a Note, the rate  per annum equal to the semi-annual equivalent yield to the First Redemption Date  (computed as of the third Business Day immediately preceding the redemption date of  such Note) of the Comparable Treasury Issue, assuming a price for the Comparable  Treasury Issue (expressed as a percentage of its principal amount) equal to the  Comparable Treasury Price for that redemption date.  “Trustee” means the Person named as the “Trustee” in the preamble to this  Indenture until a successor Trustee shall have become such pursuant to the applicable  provisions of this Indenture, and thereafter, “Trustee” shall mean such successor Trustee.  “United States” or “U.S.” means the United States of America.  “Unrestricted Subsidiary” means (1) any Subsidiary designated as such by the  Company’s Board of Directors as set forth below and (2) any Subsidiary of an  Unrestricted Subsidiary. The Company’s Board of Directors may designate any of the  Company’s Subsidiaries to be an Unrestricted Subsidiary provided (A) no Default with  respect to any Debt of such Subsidiary or any Subsidiary (other than any Unrestricted  Subsidiary) of such Subsidiary (including any right which the holders thereof may have  to take enforcement action against such Subsidiary) would permit (upon notice, lapse of  time or both) any holder of Debt to declare a Default on such Debt or cause the payment  thereof to be accelerated or payable prior to its Stated Maturity, and (B) if the Subsidiary  to be so designated has total assets in excess of $250,000, the Company could make a  Restricted Payment as a Permitted Investment in an amount equal to the fair market value  





 






  35  of the Company’s Investment in such Subsidiary pursuant to Section 5.05 and such  amount is thereafter treated as a Restricted Payment for the purpose of calculating the  aggregate amount available for Restricted Payments thereunder.  “U.S. Dollar Equivalent” means with respect to any monetary amount in a  currency other than U.S. Dollars, at any time of determination thereof, the amount of U.S.  Dollars obtained by translating such other currency involved in such computation into  U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the applicable other  currency as published in the Financial Times on the date that is two Business Days prior  to such determination.  “U.S. Government Obligation” has the meaning set forth in Section 12.04(a).  “Value Creation Fees” means any fees, royalties, management, consultancy or  stewardship fees, service fees and any other fees paid by any of the Restricted Group to  Millicom or any of its subsidiaries (other than the Restricted Group).  “Voting Stock” of any Person means Capital Stock of such Person which  ordinarily has voting power for the election of directors (or Persons performing similar  functions) of such Person, whether at all times or only so long as no senior class of  securities has such voting power by reason of any contingency.  “Weighted Average Life to Maturity” means, when applied to any Debt or  Preferred Stock at any date, the number of years obtained by dividing (a) the then  outstanding principal amount of such Debt or liquidation preference of such Preferred  Stock, as the case may be, into (b) the total of the product obtained by multiplying (x) the  amount of each then remaining installment, sinking fund, serial maturity or other required  payments of principal or upon mandatory redemption, including payment at final  maturity, in respect thereof, by (y) the number of years (calculated to the nearest one- twelfth) that will elapse between such date and the making of such payment.  “Wholly Owned Subsidiary” means (i) in respect of any Person, a Person, all of  the Capital Stock of which (other than (a) directors’ qualifying shares or an immaterial  amount of shares required to be owned by other Persons pursuant to applicable law,  regulation or to ensure limited liability and (b) in the case of a Receivables Entity, shares  held by a Person that is not an Affiliate of the Company solely for the purpose of  permitting such Person (or such Person’s designee) to vote with respect to customary  major events with respect to such Receivables Entity, including without limitation the  institution of bankruptcy, insolvency or other similar proceedings, any merger or  dissolution, and any change in charter documents or other customary events) is owned by  that Person directly or (ii) indirectly by a Person that satisfies the requirements of clause  (i).  Section 1.02. Construction.  For all purposes of this Indenture (and for all  purposes of any other Transaction Document or any other instrument or agreement that  incorporates provisions of this Indenture by reference), except as otherwise expressly  provided or unless the context otherwise requires:  





 






  36  (a) the terms defined in this Article have the meanings assigned to them in this  Article 1, and include the plural as well as the singular;  (b) except as otherwise expressly provided herein, (i) all accounting terms used  herein shall be interpreted, (ii) all financial statements and all certificates and reports as  to financial matters required to be delivered to the Trustee hereunder shall be prepared  and (iii) all calculations made for the purposes of determining compliance with this  Indenture shall (except as otherwise expressly provided herein) be made in accordance  with, or by application of, IFRS;  (c) unless otherwise specified, all references in this Indenture (including the  Appendices and Schedules hereto) to designated “Articles,” “Sections” and other  subdivisions are to the designated Articles, Sections and other subdivisions of this  Indenture;  (d) the words “herein”, “hereof” and “hereunder” and other words of similar  import refer to this Indenture as a whole and not to any particular Article, Section or  other subdivision;  (e) unless the context clearly indicates otherwise, pronouns having a masculine  or feminine gender shall be deemed to include the other;  (f) unless otherwise expressly specified, any agreement, contract or document  defined or referred to herein shall mean such agreement, contract or document as in effect  as of the date hereof, as the same may thereafter be amended, supplemented or otherwise  modified from time to time in accordance with the terms of this Indenture and the other  Transaction Documents and shall include any agreement, contract, instrument or  document in substitution or replacement of any of the foregoing entered into in  accordance with the terms of this Indenture and the other Transaction Documents;  (g) any reference to any Person shall include its permitted successors and  assigns in accordance with the terms of this Indenture and the other Transaction  Documents including, in the case of any Governmental Authority, any Person succeeding  to its functions and capacities; and  (h) unless the context clearly requires otherwise, references to “Law” or to any  particular Law shall include Laws or such particular Law as in effect at each, every and  any of the times in question, including any amendments, replacements, supplements,  extensions, modifications, consolidations, restatements, revisions or reenactments thereto  or thereof, and whether or not in effect at the date of this Indenture.  ARTICLE 2  THE NOTES  Section 2.01. Designation.  (a) There is hereby created a series of 5.875% Senior  Unsecured Notes due 2027 in the aggregate principal amount of U.S.$300,000,000 which  are to be issued pursuant to this Indenture.  





 






  37  (b) Each Note shall constitute Indebtedness of the Company payable out of the  Company’s general assets and properties. The Notes shall be direct unsecured and  unsubordinated Indebtedness of the Company and shall at all times rank pari passu  among themselves and at least equal in right of payment with all of the Company’s other  present and future unsubordinated, unsecured Indebtedness from time to time  outstanding.  Section 2.02. Authentication and Delivery of Notes.  (a) At any time and from  time to time after the execution and delivery of this Indenture, the Company may deliver  Notes executed by the Company to the Trustee for authentication, together with an  Company Order for the authentication and delivery of such Notes, and the Trustee in  accordance with such Company Order shall authenticate and deliver such Notes as in this  Indenture provided and not otherwise.  (b) No Note shall be entitled to any benefit under this Indenture or be valid or  obligatory for any purpose unless there appears on such Note a certificate of  authentication, in the form provided for in Section 2.04 hereof, executed by the Trustee  by the manual signature of any Authorized Officer, and such certificate upon any Note  shall be conclusive evidence, and the only evidence, that such Note has been duly  authenticated and delivered hereunder.  (c) The Trustee shall have the right to decline to authenticate and deliver the  Notes under this Section 2.02 if the Trustee determines that such action may not lawfully  be taken by the Company or the Trustee or if the Trustee in good faith with appropriate  authority shall determine that such action does not comply with the provisions of this  Indenture or any document or instrument delivered in connection herewith, or could  expose the Trustee to personal liability. Prior to the authentication and delivery of the  Notes, the Trustee shall also receive such other funds, accounts, documents, certificates,  instruments or opinions as may be required hereunder or it may request in order to  provide it with assurances that all action necessary in connection herewith has been  taken.  (d) Notwithstanding the foregoing, if any Note shall have been authenticated  and delivered hereunder but never issued or sold by the Company, and the Company shall  deliver such Note to the Trustee for cancellation as provided in Section 2.17 together  with a written statement (which need not comply with Section 13.02 and need not be  accompanied by an Opinion of Counsel) stating that such Note has never been issued or  sold by the Company, for all purposes of this Indenture such Note shall be deemed never  to have been authenticated and delivered hereunder and shall never have been or be  entitled to the benefits hereof.  Section 2.03. Aggregate Amount; Additional Notes.  (a) The aggregate principal  amount of Notes that may be authenticated and delivered under this Indenture is  unlimited.  (b) Subject to compliance with Section 5.04 hereof, the Company may from  time to time issue additional notes (“Additional Notes”) ranking pari passu with each of  





 






  38  the Notes and with the same terms as to status, redemption and otherwise as such Notes  (except for payment of interest accruing prior to the issue date of such Additional Notes  or for the first payment of interest following the issue date of such Additional Notes). The  Additional Notes will be consolidated and treated as a single class for all purposes under  this Indenture, including, without limitation, waivers, amendments, redemptions, and  offers to purchase, with the Notes initially issued pursuant to this Indenture.  (c) All Additional Notes issued hereunder will, when issued, be considered  Notes for all purposes hereunder and will be subject to and take benefit of all the terms,  conditions and provisions of this Indenture except that interest will accrue on the  Additional Notes from their date of issuance; provided, however, that unless such  Additional Notes are issued under a separate CUSIP number, such Additional Notes must  be fungible with the Notes for U.S. federal income tax purposes.  Section 2.04. Form of Trustee’s Authentication.  The Trustee’s certificate of  authentication on all Notes shall be in substantially the following form:  “This Note is one of the Notes referred to in the within-mentioned Indenture.  CITIBANK, N.A.,  as Trustee  By:    Authorized Officer          Section 2.05. Form of the Notes.  Forms Generally. (a) The form of the Notes  shall be as set forth in the applicable portion of Exhibit A hereto.  (b) Rule 144A Global Notes. The Notes initially sold in the United States to any  U.S. Person that is a QIB shall be issued in the form of one permanent global note for the  Notes in definitive, fully registered form without interest coupons substantially in the  form of Exhibit A-1 attached hereto (each, a “Rule 144A Global Note”), which shall be  deposited on behalf of the subscribers of such Notes represented thereby with the Trustee  as custodian for, and registered in the name of a nominee of, the Registered Depositary,  duly executed by the Company and authenticated by the Trustee as hereinafter provided.  (c) Regulation S Global Notes. The Notes initially sold outside the United  States to Non-U.S. Persons in accordance with Regulation S may be issued in the form of  one or more permanent global notes in definitive, fully registered form without interest  coupons substantially in the form of Exhibit A-2 attached hereto (each, a “Regulation S  Global Note”). Such Regulation S Global Notes shall be deposited on behalf of the  subscribers for such Notes represented thereby with the Trustee as custodian for, and  registered in the name of a nominee of, the Registered Depositary for the respective  





 






  39  accounts of Euroclear and Clearstream, duly executed by the Company and authenticated  by the Trustee as hereinafter provided.  (d) Book-Entry Provisions. This Section 2.05(d) shall apply only to Global  Notes deposited with or on behalf of the Registered Depositary.  (i) The provisions of the “Operating Procedures of the Euroclear  System” of Euroclear and the “Terms and Conditions Governing Use of  Participants” of Clearstream, respectively, shall be applicable to the Regulation S  Global Notes insofar as interests in such Global Notes are held by the members or  participants of Euroclear or Clearstream, as the case may be.  (ii) Agent Members shall have no rights under this Indenture with  respect to any Global Note held on their behalf by the Trustee, as custodian for  the Registered Depositary, and the Registered Depositary may be treated by the  Company, the Trustee, and any agent of the Company or the Trustee as the  absolute owner of such Global Note for all purposes whatsoever. Notwithstanding  the foregoing, nothing herein shall prevent the Company, the Trustee, or any  agent of the Company or the Trustee, from giving effect to any written  certification, proxy or other authorization furnished by the Registered Depositary  or impair, as between the Registered Depositary and its Agent Members, the  operation of customary practices governing the exercise of the rights of a  beneficial interest in any Global Note.  (e) At such time as all beneficial interests in a particular Global Note have been  exchanged for Notes in definitive form or a particular Global Note has been redeemed,  repurchased or canceled in whole and not in part, such Global Note shall be returned to or  retained and canceled by the Trustee in accordance with Section 2.17. At any time prior  to such cancellation, if any beneficial interest in a Global Note is exchanged for or  transferred to a Person who will take delivery thereof in the form of a beneficial interest  in another Global Note or in the form of Notes in definitive form, the principal amount of  Notes represented by such Global Note shall be reduced accordingly and an endorsement  shall be made on such Global Note by the Trustee or by the Registered Depositary at the  direction of the Trustee to reflect such reduction; and if the beneficial interest is being  exchanged for or transferred to a Person who will take delivery thereof in the form of a  beneficial interest in another Global Note, such other Global Note shall be increased  accordingly and an endorsement shall be made on such Global Note by the Trustee or by  the Registered Depositary at the direction of the Trustee to reflect such increase.  (f) The forms of Notes may have such appropriate insertions, omissions,  substitutions and other variations as are required or permitted by this Indenture and may  have such letters, numbers or other marks of identification and such legends or  endorsements placed thereon as may, consistent herewith, be applicable thereto or  determined by officers of the Company executing such Notes, as evidenced by their  execution thereof. Any portion of the text of any Note may be set forth on the reverse  thereof, with an appropriate reference thereof on the face of the Note. If the Notes  





 






  40  conflict or are inconsistent with the provisions of this Indenture, then this Indenture shall  control.  Section 2.06. Maturity of the Notes.  The Notes shall mature on April 15, 2027  (the “Stated Maturity”); provided that no payments in respect of the principal of the  Notes shall be paid prior to the Stated Maturity except in the case of the occurrence of an  Event of Default and acceleration of the aggregate outstanding principal amount of the  Notes or upon redemption prior to the Stated Maturity pursuant to Article 4 hereof.  Section 2.07. Interest.  Interest shall accrue on the Notes at the rate of 5.875%  per annum for each Interest Period (the “Note Rate”). All interest shall be paid by the  Company to the Trustee pursuant to Section 2.14 and distributed by the Trustee in  accordance with this Indenture semiannually in arrears on April 15 and October 15 of  each year (each, an “Interest Payment Date”) (or if such date is not a Business Day, the  next succeeding Business Day following such day) during which any portion of the Notes  shall be Outstanding, commencing on October 15, 2019, to the Person in whose name a  Note is registered at the close of business on the preceding Record Date. Interest shall be  calculated based on a 360-day year of twelve 30-day months. Notwithstanding anything  herein to the contrary, interest on the Notes at the Note Rate shall continue to accrue in  the event such interest is not paid on the scheduled Interest Payment Date or the Stated  Maturity. References in this Indenture to “interest” shall be deemed to include any  Additional Amounts pursuant to Section 2.15 of this Indenture, unless the context  otherwise specifically requires.  Section 2.08. Record Date.  The Trustee and each Authorized Agent may treat  the Person in whose name any Note is registered on the applicable Record Date as the  Noteholder for all purposes under this Indenture.  Section 2.09. Issuance.  The Notes shall be issued only in a transaction exempt  from registration under the Securities Act to (a) Persons and entities that are “qualified  institutional buyers” pursuant to Rule 144A under the Securities Act, and (b) other  permitted Persons or entities pursuant to Regulation S under the Securities Act. The  Notes shall be subject to restrictions on transfer and resale as provided in Section 2.12  hereof.  Section 2.10. Denominations, etc.  The Notes shall be issued only in fully  registered form, without coupons and as otherwise provided herein. Notes sold pursuant  to Rule 144A shall be issued in the form of one or more Rule 144A Global Notes in  minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess  thereof. Notes sold pursuant to Regulation S shall be issued in the form of one or more  Global Notes in minimum denominations of U.S.$200,000 and integral multiples of  U.S.$1,000 in excess thereof. Beneficial interests in any Global Notes shall be shown on,  and transfers thereof shall be effected only through, the book-entry records maintained by  the Registered Depositary and its participants. Notes issued in physical, certificated, non- global form shall not be permitted to be traded through the facilities of the Registered  Depositary, except in connection with a transfer of a Note in certificated, non-global form  





 






  41  to a transferee that takes delivery in the form of beneficial interests in a Global Note  pursuant to Rule 144A or Regulation S, as the case may be.  Section 2.11. Execution of Notes.  (a) The Notes shall be executed on behalf of  the Company by one of its Authorized Representatives. The signature of any such officer  on the Notes may be manual or facsimile. Notes bearing the manual or facsimile  signatures of individuals who were, at the time such signatures were affixed, the proper  officers of the Company shall bind the Company, notwithstanding that such individuals  or any of them have ceased to hold such offices prior to the authentication and delivery of  such Notes or did not hold such offices at the date of such Notes.  (b) Pending the preparation of definitive Notes as contemplated in Section 2.05,  the Company may execute, and upon a Company Order, the Trustee shall authenticate  and deliver, temporary Notes, including temporary global notes, that are printed,  lithographed, typewritten, mimeographed or otherwise produced, in any authorized  denomination, substantially of the tenor of the definitive Notes in lieu of which they are  issued and with such appropriate insertions, omissions, substitutions and other variations  as the Authorized Representatives executing such Notes may determine, as conclusively  evidenced by their execution of such Notes.  (c) If temporary Notes are issued, the Company will cause definitive Notes to  be prepared without unreasonable delay. The definitive Notes shall be printed,  lithographed or engraved, or produced by any combination of these methods, or in any  other manner permitted by the rules and regulations of any applicable securities  exchange, all as determined by the Authorized Representatives executing such definitive  Notes, as evidenced by their execution of such Notes. After the preparation of definitive  Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of  the temporary Notes at the office or agency maintained by the Company for such purpose  under Section 5.01, without charge to the Noteholder. Upon surrender for cancellation of  any one or more temporary Notes, the Company shall execute, and upon receipt of the  Company Order, the Trustee shall authenticate and deliver in exchange therefor the same  aggregate principal amount of definitive Notes of authorized denominations. Until so  exchanged, the temporary Notes shall in all respects be entitled to the same benefits  under this Indenture as definitive Notes.  Section 2.12. Registration; Restrictions on Transfer and Exchange.  (a) The  Company shall cause to be kept at the Corporate Trust Office of the Note Registrar a  register which, subject to such reasonable procedures as the Company may prescribe,  shall provide for the registration of Notes and for the registration of transfers and  exchanges of Notes. This register and, if there shall be more than one Note Registrar, the  combined registers maintained by all such note registrars, are herein sometimes referred  to as the “Note Register”. The Trustee is hereby appointed the initial Note Registrar for  the purpose of registering Notes and transfers and exchanges of Notes as herein provided.  Upon any resignation or removal of the Note Registrar, the Company shall promptly  appoint a successor, or in the absence of such appointment, assume the duties of such  Note Registrar. The Company may appoint one or more co-registrars. No service charge  shall be made to a Noteholder for any registration of transfer or exchange of Notes, but  





 






  42  the Company or the Trustee may require payment of a sum sufficient to cover any tax or  other governmental charge that may be imposed in connection with any registration of  transfer or exchange of Notes.  (b) If a Person other than the Trustee is appointed by the Company as Note  Registrar, the Company will give the Trustee prompt written notice of the appointment of  a Note Registrar and of the location, and any change in the location, of the Note Register,  and the Trustee shall have the right to inspect the Note Register at all reasonable times  and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note  Register as to the names and addresses of the Noteholders and the principal amounts and  numbers of such Notes.  (c) Subject to the provisions of this Section 2.12, at the option of the  Noteholder, certificated Notes may be exchanged for other certificated Notes of the same  class, in any authorized denominations and of a like original principal amount, upon  surrender of the Notes to be exchanged at the Corporate Trust Office of the Trustee or  such other office as the Trustee may designate for such purposes. Whenever any  certificated Notes are surrendered for exchange, the Company shall execute, and upon  receipt of a Company Order, the Trustee or Authenticating Agent shall authenticate and  deliver, the certificated Notes that the Noteholder making the exchange is entitled to  receive.  (d) Every certificated Note presented or surrendered for registration of transfer  or exchange shall be duly endorsed or be accompanied by a written instrument of transfer  in form satisfactory to the Company and the Trustee, duly executed by the Holder thereof  or its attorney duly authorized in writing.  (e) No Note may be sold or transferred (including, without limitation, by  pledge or hypothecation) unless such sale or transfer is exempt from the registration  requirements of the Securities Act and is exempt from applicable state or foreign  securities laws.  (f) No Note may be offered, sold or delivered as part of the distribution by the  Initial Purchasers at any time, or otherwise, within the United States or to, or for the  benefit of, U.S. Persons except to Persons that are QIBs. The Notes may be sold or  resold, as the case may be, outside the United States to Non-U.S. Persons in accordance  with Regulation S under the Securities Act.  (g) So long as any Global Note remains Outstanding and is held by or on behalf  of the Registered Depositary, transfers and exchanges of such Global Note, in whole or in  part, shall only be made in accordance with Section 2.05(d) and this Section 2.12(g).  (i) Rule 144A Global Notes to Regulation S Global Notes. If a Holder  of a beneficial interest in a Rule 144A Global Note deposited with the Registered  Depositary wishes at any time to exchange such Rule 144A Global Note for an  interest in the corresponding Regulation S Global Note, or to transfer such interest  in such Rule 144A Global Note to a Person who wishes to take delivery thereof in  





 






  43  the form of an interest in the corresponding Regulation S Global Note, such  Noteholder, provided that such Noteholder or, in the case of a transfer, the  transferee, is a Non-U.S. Person, subject to the rules and procedures of the  Registered Depositary, may exchange or transfer, or cause the exchange or  transfer of, such interest for an equivalent beneficial interest in the corresponding  Regulation S Global Note. Upon receipt by the Note Registrar of (A) instructions  given in accordance with the Registered Depositary’s procedures from an Agent  Member directing the Note Registrar to credit or cause to be credited a beneficial  interest in the corresponding Regulation S Global Note, but not less than the  authorized denomination applicable to such Holder’s Notes, in an amount equal to  the beneficial interest in the Rule 144A Global Note to be exchanged or  transferred, (B) a written order, in accordance with the Registered Depositary’s  procedures, containing information regarding the participant account of the  Registered Depositary to be credited with such increase and (C) a certificate in the  form of Exhibit C attached hereto given by the Holder of such beneficial interest  stating that the exchange or transfer of such note has been made in compliance  with the transfer restrictions applicable to the Global Notes, then the Note  Registrar shall approve the instruction at the Registered Depositary to reduce the  principal amount of the Rule 144A Global Note and to increase the principal  amount of the Regulation S Global Note by the principal amount of the beneficial  interest in the Rule 144A Global Note to be transferred or exchanged and to credit  or cause to be credited to the securities account of the Person specified in such  instructions a beneficial interest in the corresponding Regulation S Global Note  equal to the reduction in the principal amount of the Rule 144A Global Note.  (ii) Regulation S Global Note to Rule 144A Global Note. If a Holder of  a beneficial interest in a Regulation S Global Note deposited with the Registered  Depositary wishes at any time to exchange its interest in such Regulation S  Global Note for an interest in the corresponding Rule 144A Global Note or to  transfer its interest in such Regulation S Global Note to a Person who wishes to  take delivery thereof in the form of an interest in the corresponding Rule 144A  Global Note, such Noteholder, subject to the rules and procedures of an Agent  Member of the Registered Depositary, as the case may be, may exchange or  transfer, or cause the exchange or transfer of such interest for an equivalent  beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by  the Note Registrar of (A) instructions from Euroclear, Clearstream and/or the  Registered Depositary, as the case may be, directing the Note Registrar to cause  to be credited a beneficial interest in the corresponding Rule 144A Global Note in  an amount equal to the beneficial interest in such Regulation S Global Note, but  not less than the authorized denomination applicable to such Noteholder’s Notes,  to be exchanged or transferred, such instructions to contain information regarding  the participant account with the Registered Depositary to be credited with such  increase, (B) a certificate in the form of Exhibit D attached hereto given by the  Holder of such beneficial interest and stating, among other things, that, in the case  of an exchange, the Noteholder is a QIB or, in the case of a transfer, the Person  transferring such interest in such Regulation S Global Note reasonably believes  that the Person acquiring such interest in a Rule 144A Global Note is a QIB, is  





 






  44  obtaining such beneficial interest in a transaction meeting the requirements of  Rule 144A and in accordance with any applicable securities laws of any state of  the United States or any other jurisdiction and (C) a certificate in the form of  Exhibit E attached hereto given by the proposed transferee stating that it is a QIB,  then the Note Registrar shall approve the instruction at the Registered Depositary  to reduce, or cause to be reduced, the principal amount of the Regulation S Global  Note by the aggregate principal amount of the beneficial interest in the Regulation  S Global Note to be transferred or exchanged and the Note Registrar shall  approve the instruction at the Registered Depositary, concurrently with such  reduction, to credit or cause to be credited to the securities account of the Person  specified in such instructions a beneficial interest in the corresponding Rule 144A  Global Note equal to the reduction in the principal amount of the Regulation S  Global Note.  (h) Owners of beneficial interests in the Global Notes will not be entitled to  have Global Notes registered in their names, will not receive or be entitled to receive  certificated Notes and will not be considered “Holders” of Notes under this Indenture or  under the Notes unless  (i) the Registered Depositary notifies the Trustee that it is unwilling or  unable to continue as depository for the Global Notes or DTC, Euroclear or  Clearstream ceases to be a “Clearing Agency” registered under the Exchange Act,  and a successor depository or clearing agency is not appointed by the Trustee  within 90 days after receiving such notice or  (ii) as a result of any amendment to or change in the laws or  regulations of Paraguay, or of any authority therein or thereof having power to  tax, or in the interpretation or administration of such laws or regulations which  become effective on or after the Closing Date, the Company, the Trustee or the  Principal Paying Agent becomes aware that it is or will be required to make any  deduction or withholding from any payment in respect of the Global Notes which  would not be required if the Global Notes were not represented by a Global Note,  in which event the Company will issue or cause to be issued securities in the form  of certificated Notes in exchange for the applicable Global Notes to the beneficial  owners of such Global Notes as follows:  If a Holder of a beneficial interest in a Global Note exchanges such interest in a  Global Note for one or more Certificated Notes as set forth above, such Noteholder may  exchange or cause the exchange of such interest for an equivalent beneficial interest in  one or more such certificated Notes as provided below. Upon receipt by the Note  Registrar of (A) instructions from an Agent Member of the Registered Depositary,  directing the Trustee to deliver one or more certificated Notes and (B) written  instructions from such Noteholder designating the registered name or names, address and  payment instructions of such Noteholder and the number and principal amounts of the  applicable certificated Notes to be executed and delivered to such Noteholder (the  aggregate principal amounts of such certificated Notes being the same as the beneficial  interest in the Global Note to be exchanged), then the Note Registrar shall instruct the  





 






  45  Registered Depositary to reduce Global Note by the aggregate principal amount of the  beneficial interest in the Global Note to be exchanged, shall record the exchange in the  Note Register in accordance with Section 2.12(a) and authenticate and deliver one or  more certificated Notes registered as specified in the instructions described in clause (B)  above, in authorized denominations.  (i) Certificated Note to Certificated Note. If a Holder of a certificated Note  wishes at any time to transfer such certificated Note to another Person, such Noteholder  may transfer, or cause the transfer of, such certificated Note as provided below. Upon  receipt by the Note Registrar of (A) such Noteholder’s certificated Note properly  endorsed for assignment to the transferee and (B) such certificates and other documents  that the Trustee may require given by the proposed transferee, then the Note Registrar  shall cancel such certificated Note in accordance with Section 2.17, record the transfer in  the Note Register in accordance with Section 2.12(a) and, upon execution by the  Company and receipt of a Company Order, authenticate and deliver one or more  certificated Notes bearing the same designation as the certificated Notes endorsed for  transfer, registered in the names specified in the assignment described in clause (A)  above, in principal amounts designated by the transferee (the aggregate of such principal  amounts being equal to the aggregate principal amount of the certificated Notes  surrendered by the transferor), and in authorized denominations.  (j) If Notes are issued upon the registration of transfer, exchange or  replacement of Notes subject to restrictions on transfer and bearing the applicable legends  set forth on the forms of Note attached hereto as Exhibit A-1 and Exhibit A-2  (collectively, the “Legend”), or if a request is made to remove such applicable legend on  a Note, the Notes so issued shall bear such applicable legend, or such applicable legend  shall not be removed, as the case may be, unless there is delivered to the Company such  satisfactory evidence, which may include an Opinion of Counsel acceptable to it, as may  be reasonably required by the Company and the Note Registrar, as applicable (and which  shall by its terms permit reliance by the Trustee), to the effect that neither such applicable  legend nor the restrictions on transfer set forth therein are required to ensure that transfers  thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the  Securities Act or any other applicable law. Upon provision of such satisfactory evidence,  the Trustee or the Authenticating Agent, at the written direction of the Company, shall,  after due execution by the Company, authenticate and deliver a Note that does not bear  such applicable legend. If a Legend is removed from the face of a Note and the Note is  subsequently held by an Affiliate of the Company, the Legend shall be reinstated by the  Trustee at the written request of the Company.  (k) Each Person who becomes a beneficial owner of Notes will be deemed, by  its acceptance or purchase thereof, to have represented and agreed with the Company and  the Trustee as follows:  (i) it is purchasing the Notes for its own account or an account with  respect to which it exercises sole investment discretion and it and any such  account is either (a) a QIB and is aware that the sale to it is being made pursuant  





 






  46  to Rule 144A under the Securities Act or (b) a Non-U.S. person that is outside the  United States;  (ii) it acknowledges that the Notes have not been registered under the  Securities Act or with any securities regulatory authority of any state and may not  be offered or sold within the United States or to, or for the account or benefit of,  U.S. persons (as defined in Regulation S under the Securities Act) except as set  forth below;  (iii) it understands and agrees that Notes initially offered in the United  States to QIBs will be represented by a Global Note and that Notes offered  outside the United States pursuant to Regulation S will also be represented by a  Global Note;  (iv) it will not resell or otherwise transfer any of such notes except (a)  to the Company or any of its Subsidiaries, (b) within the United States to a QIB in  a transaction complying with Rule 144A under the Securities Act, (c) outside the  United States in compliance with Rule 903 or 904 of Regulation S under the  Securities Act, (d) pursuant to an exemption from registration under the Securities  Act (if available) or (e) pursuant to an effective registration statement under the  Securities Act, in each case in accordance with all applicable securities laws of  the states of the United States and other jurisdictions;  (v) either (i) it is neither an employee benefit plan subject to Title I of  ERISA, an individual retirement account or other plan subject to Section 4975 of  the Code (collectively, “Plans”) nor an employee benefit plan sponsored by a  state or local government or otherwise subject to laws that include restrictions  substantially similar to Section 406 of ERISA or Section 4975 of the Code  (“similar laws”) and it is not purchasing or holding Notes on behalf of or with the  assets of any Plan or plan subject to similar laws; or (ii) its purchase, holding and  subsequent disposition of the Notes shall not constitute or give rise to a non- exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the  Code or any similar law;  (vi) it agrees that it will give to each person to whom it transfers the  Notes notice of any restrictions on transfer of such notes;  (vii) it acknowledges that prior to any proposed transfer of Notes (other  than pursuant to an effective registration statement) the Holder of such Notes may  be required to provide certifications relating to the manner of such transfer as  provided in this Section 2.12, including in respect of Notes sold or transferred  pursuant to Rule 144A or Regulation S under the Securities Act;  (viii) it acknowledges that the Trustee, Note Registrar or Transfer Agent  for the Notes may not be required to accept for registration or transfer of any  Notes acquired by it, except upon presentation of evidence satisfactory to the  Company that the restrictions set forth herein have been complied with;  





 






  47  (ix) it acknowledges that the Company, the Initial Purchasers and other  Persons will rely upon the truth and accuracy of the foregoing acknowledgements,  representations and agreements and agrees that if any of the acknowledgements,  representations and agreements deemed to have been made by its purchase of the  Notes are no longer accurate, it will promptly notify the Company and the Initial  Purchasers; and  (x) if it is acquiring the Notes as a fiduciary or agent for one or more  investor accounts, it represents that it has sole investment discretion with respect  to each such account and it has full power to make the foregoing  acknowledgements, representations and agreements on behalf of each account.  (l) The Trustee shall have no responsibility or obligation to any beneficial  owner of an interest in a Global Note, a member of, or a participant in, the Registered  Depository or other Person with respect to the accuracy of the records of the Registered  Depository or its nominee or of any participant or member thereof, with respect to any  ownership interest in the Notes or with respect to the delivery to any participant, member,  beneficial owner or other Person (other than the Registered Depository) of any notice  (including any notice of redemption) or the payment of any amount or delivery of any  Notes (or other security or property) under or with respect to such Global Notes. All  notices and communications to be given to the Noteholders and all payments to be made  to Noteholders in respect of the Notes shall be given or made only to or upon the order of  the registered Noteholders (which shall be the Registered Depository or its nominee in  the case of a Global Note). The rights of beneficial owners in any Global Note shall be  exercised only through the Registered Depository subject to the applicable rules and  procedures of the Registered Depository. The Trustee may rely and shall be fully  protected in relying upon information furnished by the Registered Depository with  respect to its members, participants and any beneficial owners.  (m) None of the Trustee or the Note Registrar shall have any obligation or duty  to monitor, determine or inquire as to compliance with any restrictions on transfer  imposed under this Indenture or under applicable law with respect to any transfer of any  interest in any Note (including transfers between or among participants in the Registered  Depositary or beneficial owners of interest in any Global Note) other than to require  delivery of such certificates and other documentation or evidence as are expressly  required by, and to do so if and when expressly required by the terms of, this Indenture,  and to examine the same to determine substantial compliance as to form with the express  requirements hereof.  (n) If any U.S. Person (as defined in Regulations under the Securities Act) that  is not a QIB and shall become the owner of a beneficial interest in a Rule 144A Global  Note, or if any U.S. Person shall become the owner of a beneficial interest in a  Regulation S Global Note (any such Person, a “Non-Permitted Holder”), the Company  may, promptly after discovery by the Company that such Person is a Non-Permitted  Holder, send notice to such Non-Permitted Holder demanding that such Non-Permitted  Holder transfer its interest to a Person that is not a Non-Permitted Holder within 30 days  of the date of such notice. If such Non-Permitted Holder fails to so sell its interest, the  





 






  48  Company shall have the right, without further notice to the Non-Permitted Holder, to (i) sell such interest in a commercially reasonable sale to a purchaser selected by the  Company that is not a Non-Permitted Holder and that certifies to the Company that it  meets the requirements of this Indenture or (ii) to redeem such interest for an amount  equal to the outstanding principal of the Notes plus accrued and unpaid interest.  The Holder of each Note, the Non-Permitted Holder and each other Person in the  chain of title from the Holder to the Non-Permitted Holder, by their acceptance of an  interest in the Notes, agree to cooperate with the Company to effect such transfers. The  proceeds of such sale or redemption, net of any commissions, expenses and taxes due in  connection with such sale or redemption, shall be remitted to the Non-Permitted Holder.  The terms and conditions of any sale or redemption under this subsection shall be  determined in the sole discretion of the Company, and the Company shall not be liable to  any Person having an interest in the Notes sold or redeemed as a result of any such sale or  redemption or the exercise of such discretion.  Section 2.13. Mutilated, Destroyed, Lost and Stolen Notes.  (a) If any certificated  Note becomes mutilated, defaced, destroyed, lost or stolen, the Company shall execute  and upon receipt of a Company Order, the Trustee shall authenticate and deliver in  exchange therefor (upon surrender and cancellation thereof) a new certificated Note of  like tenor (including the same date of issuance) and equal principal amount, registered in  the same manner and dated the date of its authentication and bearing a number not  contemporaneously outstanding. In case such certificated Note is destroyed, lost or  stolen, the applicant for a substituted certificated Note will furnish to the Company, the  Trustee, the Paying Agent and the Note Registrar, as applicable, such security or  indemnity as may be required by them to save each of them and any agent of either of  them harmless, and, in every case of destruction, loss or theft of the Note, the applicant  will also furnish to the Company satisfactory evidence of the destruction, loss or theft of  such certificated Note, as the case may be, and of the ownership thereof. Upon the  issuance of any such certificated Note, the Company, the Trustee, the Paying Agent and  the Note Registrar, as applicable, may require the payment by the registered Holder  thereof of a sum sufficient to cover fees and expenses connected therewith.  (b) In case any such mutilated, destroyed, lost or stolen certificated Note has  become or is about to become due and payable, the Company in its discretion may,  instead of issuing a new Note, pay such Note.  (c) Every new Note issued pursuant to this Section 2.13 in lieu of any  mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual  obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note  shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this  Indenture equally and proportionately with any and all other Notes duly issued hereunder.  (d) The provisions of this Section 2.13 are exclusive and shall preclude (to the  extent lawful) all other rights and remedies with respect to the replacement or payment of  mutilated, destroyed, lost or stolen Notes.  





 






  49  Section 2.14. Payment of Interest; Interest Rights Preserved.  (a) Interest on any  Note which is payable, and is punctually paid or duly provided for, on any Interest  Payment Date shall be paid to the Person in whose name that Note (or one or more  Predecessor Notes) is registered at the close of business on the Record Date for such  Interest Payment Date.  (b) Any interest on any Note which is payable, but is not punctually paid or  duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)  shall forthwith cease to be payable to the Noteholder on the relevant Record Date by  virtue of having been such Noteholder, and such Defaulted Interest may be paid by the  Company, at its election in each case, as provided in clause (i) or (ii) below:  (i) The Company may elect to make payment of any Defaulted  Interest to the Persons in whose names the Notes (or their respective Predecessor  Notes) are registered at the close of business on a special Record Date for the  payment of such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted  Interest proposed to be paid on each Note and the date of the proposed payment,  and at the same time the Company shall deposit with the Trustee an amount of  money equal to the aggregate amount proposed to be paid in respect of such  Defaulted Interest or shall make arrangements satisfactory to the Trustee for such  deposit prior to the date of the proposed payment, such money when deposited to  be held in trust for the benefit of the Persons entitled to such Defaulted Interest as  in this clause provided. Thereupon the Trustee shall fix a special Record Date (the  “Special Record Date”) for the payment of such Defaulted Interest which shall  be not more than 15 days and not less than 10 days prior to the date of the  proposed payment and not less than 10 days after the receipt by the Trustee of the  notice of the proposed payment. The Trustee shall promptly notify the Company  of such Special Record Date and, in the name and at the expense of the Company,  shall cause notice of the proposed payment of such Defaulted Interest and the  Special Record Date therefor to be mailed, first-class postage prepaid, to each  Noteholder at his address as it appears in the Note Register, not less than 10 days  prior to such Special Record Date. Notice of the proposed payment of such  Defaulted Interest and the Special Record Date therefor having been so mailed,  such Defaulted Interest shall be paid to the Persons in whose names the Notes (or  their respective Predecessor Notes) are registered at the close of business on such  Special Record Date and shall no longer be payable pursuant to the following  clause (ii).  (ii) The Company may make payment of any Defaulted Interest in any  other lawful manner not inconsistent with the requirements of any Notes  exchange on which the Notes may be listed, and upon such notice as may be  required by such exchange, if, after written notice given by the Company to the  Trustee of the proposed payment pursuant to this clause, such manner of payment  shall be deemed practicable by the Trustee.  





 






  50  Subject to the foregoing provisions of this Section 2.14, each Note delivered  under this Indenture upon registration of transfer of or in exchange for or in lieu of any  other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were  carried by such other Note.  Section 2.15. Taxation.  (a) All payments by or at the direction of the Company  of or in respect of principal, premium, if any, and interest on the Notes shall be made free  and clear of, and without withholding or deduction for or on account of, any present or  future taxes, levies, imposts or charges of whatsoever nature (collectively, “Taxes”)  imposed, levied, collected, withheld or assessed by, within or on behalf of Paraguay or  any political subdivisions or taxing authority thereof or therein or imposed by or for  account of any other jurisdiction in which the Company is doing business or from or  through which payment is made or deemed made by or on behalf of the Company  (including the jurisdiction of any paying agent for the Notes) or any political subdivision  thereof or therein (a “Relevant Taxing Jurisdiction”), unless such withholding or  deduction is required by law. In that event, the Company shall pay such additional  amounts (“Additional Amounts”) as may be necessary in order that the net amounts  received by the Noteholders or the Trustee, as the case may be, after such deduction or  withholding shall equal the respective amounts of principal (and premium, if any) and  interest that would have been receivable in respect of the Notes in the case of the  Noteholders, or pursuant to Section 7.05, in the case of the Trustee, in the absence of  such withholding or deduction. The Company will not, however, be required to make any  payment of Additional Amounts for or on account of (“Excluded Additional  Amounts”):  (i) any tax or governmental charge which would not be payable but  for the fact that the Holder or beneficial owner of a Note is a domiciliary, national  or resident of, or engaging in business or maintaining a permanent establishment  or being physically present in, Paraguay or such political subdivision or otherwise  having some connection with Paraguay or such political subdivision other than  the holding or ownership of such Notes or the collection of principal of (and  premium, if any) and interest on such Notes or the enforcement of such Notes;  (ii) any tax or other governmental charge that would not have been  imposed but for the presentation of a Note (where presentation is required) for  payment on a date more than 30 days after the date on which such payment  became due and payable or the date on which payment thereof is duly provided  for, whichever occurs later;  (iii) any tax or other governmental charge that would not have been  imposed but for a failure of the Holder or beneficial owner of the Note to comply  with any applicable certification, information, identification, documentation or  other reporting requirements concerning the nationality, residence, identity or  connection with Paraguay or any political subdivision thereof if such compliance  is required as a precondition to relief or exemption from such tax or other  governmental charge (including without limitation a certification that such  Noteholder or beneficial owner is not resident in Paraguay or any political  





 






  51  subdivision thereof) to which it is entitled; provided, however, that this clause (iii)  shall not apply (x) if the certification, information, identification, documentation  or other reporting requirements would be materially more onerous in form,  procedure or substance of information disclosed that comparable information or  other reporting requirements under U.S. tax law, regulation and administrative  practice, or (y) if the Company shall not have provided the Noteholder with  written notice of the applicable requirement at least 60 days prior to the date that  the Noteholder is required to comply with such applicable requirement;   (iv) any estate, inheritance, gift, sales, excise, transfer or personal  property tax;   (v) any withholding or deduction imposed on or in respect of Section  1471 through 1474 of the Internal Revenue Code of 1986, as amended  (“FATCA”), any current or future regulations or official interpretations thereof,  any intergovernmental agreement between the United States and another  jurisdiction facilitating the implementation of FATCA, the laws of any Relevant  Taxing Jurisdiction implementing FATCA or any such intergovernmental  agreement, any agreement between either the Company and the United States or  any authority thereof entered into for FATCA purposes, and any agreements  entered into pursuant to Section 1471(b)(1) of the Code; or   (vi) any combination of the above.  (b) In addition, the Company shall not have any obligation to pay additional  amounts to a Noteholder that is a fiduciary or partnership or an entity that is not the sole  beneficial owner of the payment of the principal or interest on a Note if the laws of  Paraguay or any political subdivision thereof require the payment to be included in the  income of a beneficiary or settlor for tax purposes with respect to such fiduciary or a  member of such partnership or a beneficial owner who would not have been entitled to  the Additional Amounts had it been the Holder of such Note.  (c) At least 10 Business Days prior to the first Interest Payment Date for the  Notes, and, if there has been any change with respect to the matters set forth in the  below- mentioned certificate at least 10 Business Days prior to each Interest Payment  Date for the Notes, the Company shall furnish to the Trustee an Officer’s Certificate  instructing the Trustee as to any circumstances in which payments of principal of or  interest on the Notes due on such date shall be subject to deduction or withholding for or  on account of any Taxes and the rate of any such deduction or withholding and shall  certify that such deduction or withholding amount shall or shall have been paid to the  appropriate taxing authority. The Company covenants to indemnify the Trustee and any  other Paying Agents for, and to hold each harmless against, any loss, liability or expense  reasonably incurred without negligence or willful misconduct on their part, arising out of  or in connection with actions taken or not taken by any of them in reliance on any  certificate furnished to them pursuant to this paragraph or the failure to furnish any such  certificate. The obligations of the Company under the preceding sentence shall survive  the resignation or removal of the Trustee, the Registrar or any Paying Agent. Upon  





 






  52  written request from the Trustee, the Company shall provide the Trustee with  documentation reasonably satisfactory to the Trustee evidencing the payment of Taxes in  respect of which the Company has paid any Additional Amounts. Copies of such  documentation shall be made available by the Trustee to the Noteholders or the other  Paying Agents, as applicable, upon written request therefor.  (d) The Company acknowledges that the Trustee and the Principal Paying  Agent make no representations as to the interpretation or characterization of the  transactions herein undertaken for tax or any other purpose, in any jurisdiction. The  Company represents that it has fully satisfied itself as to any tax impact of this Indenture  before agreeing to the terms herein, and is responsible for any and all federal, state, local,  income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes  imposed by any jurisdiction in respect of this Indenture to the extent provided herein. The  Company agrees to pay any and all stamp and other documentary taxes or duties which  may be payable in connection with the execution, delivery, performance and enforcement  of this Indenture by the Trustee or the Principal Paying Agent.  Section 2.16. Persons Deemed Owners; Etc.  Subject to Section 2.12, prior to  due presentment of a Note for registration of transfer, the Company, the Trustee and any  agent of the Company may treat the Person in whose name such Note is registered as the  owner of such Note for the purpose of receiving payment of principal of (and premium, if  any) and interest on such Note and for all other purposes whatsoever, whether or not such  Note be overdue, and neither the Company, the Trustee nor any agent of the Company or  the Trustee shall be affected by notice to the contrary.  Section 2.17. Cancellation.  All Notes surrendered for payment, redemption,  registration of transfer, exchange, or pursuant to any Offer to Purchase pursuant to  Section 4.09 or deemed lost or stolen shall, if surrendered to any Person other than the  Trustee, be delivered to the Trustee for cancellation and may not be reissued or sold. The  Company may at any time deliver to the Trustee for cancellation any Notes previously  authenticated and delivered hereunder which the Company may have acquired in any  manner whatsoever. All Notes so delivered shall be promptly cancelled by the Trustee.  For the avoidance of doubt, any Notes that are purchased by the Company in the open  market or otherwise may be cancelled, held or resold by the Company as it may  determine, provided that any such resales are conducted in compliance with all applicable  securities laws. No Notes shall be authenticated in lieu of or in exchange for any Notes  cancelled as provided in this Section 2.17, except as expressly permitted by this  Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in  accordance with its standard policy, unless the Company shall direct by a Company  Order that they be returned to it.  Section 2.18. CUSIP and ISIN Numbers.  The Company in issuing the Notes  may use CUSIP and ISIN numbers (if then generally in use), and, if so, the Trustee shall  use CUSIP and ISIN numbers in notices of redemption or exchange or in Offers to  Purchase as a convenience to Noteholders; provided that any such notice may state that  no representation is made as to the correctness of such numbers either as printed on the  Notes or as contained in any notice of a redemption or exchange and that reliance may be  





 






  53  placed only on the other identification numbers printed on the Notes, and any such  redemption shall not be affected by any defect in or omission of such numbers. The  Company shall cause each CUSIP number obtained for a Rule 144A Global Note to have  an attached fixed field that contains a “3c7” and “144A” indicator and will promptly  notify the Trustee in writing of any initial CUSIP and/or ISIN numbers and any change in  the CUSIP or ISIN numbers.  Section 2.19. Noteholder Lists.  The Trustee shall preserve in as current form as  is reasonably practicable the most recent list available to it of the names and addresses of  Noteholders. If the Trustee is not the Note Registrar, the Company shall furnish to the  Trustee, in writing at least seven Business Days before each Interest Payment Date and at  such other times as the Trustee may request in writing, a list in such form and as of such  date as the Trustee may reasonably require of the names and addresses of the  Noteholders.  ARTICLE 3  RESERVED  ARTICLE 4  REDEMPTION  Section 4.01. Tax Redemption.  (a) The Company may redeem the Notes, in  whole, but not in part, in accordance with this Section 4.01 (the “Early Tax  Redemption”), at its option, at 100% of the Outstanding principal amount thereof, plus  accrued and unpaid interest to the date of redemption and any Additional Amounts  payable with respect thereto, if:  (i) as a result of a change in law (or any rules or regulations  thereunder) or treaties of any Relevant Taxing Jurisdiction, or any amendment to  or change in an official interpretation or application of such laws, rules or  regulations (including a decision of a court of competent jurisdiction) (a “Change  in Law”) of any Relevant Taxing Jurisdiction, the Company has or will become  obligated to pay Additional Amounts in excess of the Additional Amounts  (“Excess Additional Amounts”) that the Company would pay if payments in  respect of the Notes were subject to deduction or withholding for (A) if the  Relevant Taxing Jurisdiction is Paraguay, Paraguayan withholding taxes at a rate  of (1) 6% on interest payments, to the extent the Non-Paraguayan Holder (as  defined herein) is a “foreign bank, financial or other recognized credit institution”  (entidades bancarias o financieras o otras instituciones de crédito de reconocida  trayectoria en el mercado financiero) (as each of these terms are defined under  Paraguayan law), or (2) 15% on interest payments in all other cases, and (B) in  the case of Relevant Taxing Jurisdictions other than Paraguay, 0% on interest  payments in all other cases, and determined, in the case of either (A) or (B) above,  without regard to any interest, fees, penalties or other additions to tax; and  (ii) such obligation cannot be avoided by the Company taking  reasonable measures available to it; provided, however, that for this purpose  





 






  54  reasonable measures shall not include any change in the Company’s jurisdiction  of organization or the location of its principal executive office, or the Incurrence  of material out of pocket costs by it or its Affiliates. No such notice of redemption  will be given earlier than 90 or later than 30 days prior to the earliest date on  which the Company would be obligated to pay such Additional Amounts if a  payment in respect of the Notes were then due.  (b) Prior to the publication or mailing of any notice of redemption of the Notes  pursuant to this Section 4.01, the Company shall deliver to the Trustee:  (i) an Officer’s Certificate, stating that the Company is entitled to  effect such a redemption pursuant to this Indenture; and  (ii) an Opinion of Counsel stating, in addition to the requirements of  Section 13.01, that the Company has or will become obligated to pay Excess  Additional Amounts due to a Change in Law. The Trustee shall accept such  certificate and opinion as sufficient evidence of the satisfaction of the  circumstances, as the case may be, set out in Section 4.01(a)(i) or (ii) above, in  which event it shall be conclusive and binding on the Noteholders.  (c) In the event the Company determines to redeem the Notes as permitted  hereunder, the Company shall be required to specify in its notice the proposed date of  redemption (the “Early Tax Redemption Date”) and, pursuant to Section 4.05, shall pay  to the Trustee (on behalf of the Noteholders) on the Business Day immediately preceding  the Early Tax Redemption Date an amount equal to the sum of (i) the aggregate principal  amount of the Notes that are then Outstanding, (ii) all accrued but unpaid interest on the  Notes at the Note Rate through and excluding the Early Tax Redemption Date and (iii) all  other amounts then due on the Notes as provided in this Indenture or the Notes  (collectively, the “Early Tax Redemption Price”). The Notes shall not be deemed  repaid and cancelled unless and until the Trustee shall have received the Early Tax  Redemption Price.  Section 4.02. Optional Redemption.  (a) At any time and from time to time prior  to April 15, 2022, the Company, at its option, may redeem the Notes, in whole or in part,  upon the giving of notice as provided in Section 4.04, at a redemption price equal to the  greater of the following:  (i) 100% of the principal amount of the Notes to be redeemed; and  (ii) the sum of the present values of the Remaining Scheduled  Payments of principal and interest on the Notes to be redeemed (exclusive of  interest accrued to the redemption date) discounted to that redemption date on a  semi-annual basis (assuming a 360 day year consisting of twelve 30 day months)  at the Treasury Rate plus 50 basis points;  





 






  55  plus, in either case, accrued and unpaid interest on the principal amount of the  Notes being redeemed to, but not including, the date of redemption and any  additional amounts payable in respect of such interest.  (b) At any time and from time to time on or after April 15, 2022, the Company  may redeem the Notes, in whole or in part, at a redemption price equal to the percentage  of principal amount set forth below plus accrued and unpaid interest to the redemption  date:  12 month period commencing in year Percentage  April 15, 2022 102.938%  April 15, 2023 101.469%  April 15, 2024 and thereafter 100.000%    Section 4.03. Optional Redemption upon Equity Offerings of the Company.  At  any time and from time to time in each case prior to April 15, 2022, the Company may on  any one or more occasions redeem up to an aggregate amount of 40% of the original  aggregate principal amount of Notes at a redemption price of 105.875% of their principal  amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the  right of the Holders of record on the relevant Record Date to receive interest due on the  relevant Interest Payment Date), with the proceeds from one or more Equity Offerings or  any sale of Qualified Capital Stock of any Subsidiary of the Company. The Company  may only do this, however, if at least 50% of the aggregate principal amount of Notes  that were initially issued under this Indenture would remain Outstanding immediately  after the proposed redemption. Any notice for such a redemption may be given prior to  completing the Equity Offering or sale of Qualified Capital Stock.  Section 4.04. Method and Effect of Redemption.  (a) Notice of redemption  contemplated by Sections 4.01, 4.02, 4.03 and Section 4.10 shall be given by the  Company by first-class mail, postage prepaid, mailed not less than 10 nor more than 60  days prior to the proposed Optional Redemption Date or the proposed Early Tax  Redemption Date, as the case may be, to each Noteholder, at its address appearing in the  Note Register. A notice of redemption may, at the Company’s discretion, be subject to  satisfaction of one or more conditions precedent. All notices of redemption shall state:  (i) the proposed date of redemption;  (ii) the applicable redemption price;  (iii) whether the redemption is being made pursuant to Section 4.01,  4.02, 4.03 or  Section 4.10 and, if being made pursuant to Section 4.01, a brief  statement setting forth the Company’s right to effect such redemption and the  Company’s basis therefor;  





 






  56  (iv) if less than all of the Outstanding Notes are to be redeemed, the  identification (and, in the case of partial redemption of any Notes, the principal  amounts) of the particular Notes to be redeemed;  (v) that, on the redemption date the redemption price will become due  and payable upon each such Note to be redeemed and that interest thereon shall  cease to accrue from and after said date;  (vi) the place or places where such Notes are to be surrendered for  payment of the redemption price;  (vii) that in the case that a Note is only redeemed in part, the Company  shall execute and upon receipt of a Company Order, the Trustee shall authenticate  and deliver to the Noteholder of such Note, without service charge, a new Note or  Notes in an aggregate amount equal to the unredeemed portion of the Note;  (viii) the aggregate principal amount of Notes being redeemed; and  (ix) the CUSIP number or numbers of the Notes being redeemed.  (b) The Company will cause a copy of such notice to be published in a daily  newspaper with general circulation in New York City (which is expected to be the Wall  Street Journal), London (which is expected to be the Financial Times) and, for so long as  the Notes are listed on the Luxembourg Stock Exchange, Luxembourg (which is expected  to be the Luxemburger Wort).  (c) If either (i) the Company is not redeeming all Outstanding Notes, or (ii) the  Company elects to have the Trustee give notice of redemption, then the Company shall  deliver to the Trustee, at least 10 days prior to the date on which such notice (in either  case (i) or (ii)) is to be given to the Noteholders (unless the Trustee agrees to a shorter  period), an Officer’s Certificate requesting that the Trustee select the Notes to be  redeemed in accordance with Section 4.07(a) below and/or give notice of redemption and  setting forth the information required by paragraph (a) of this Section 4.04 (with the  exception of the identification of the particular Notes, or portions of the particular Notes,  to be redeemed in case of a partial redemption). If the Company elects to have the  Trustee give notice of redemption, the Trustee shall give notice in the name of the  Company and at the Company’s expense.  (d) Except pursuant to Sections 4.01, 4.02, 4.03 and Section 4.10 hereof, the  Notes are not redeemable at the Company’s option. The Company is not, however,  prohibited from acquiring the Notes by means other than a redemption, whether pursuant  to a tender offer, open market purchase or otherwise, so long as the acquisition does not  otherwise violate the terms of this Indenture. In each case set forth in Sections 4.01, 4.02,  4.03 and Section 4.10, the Company may make any Optional Redemption or Early Tax  Redemption or notice of redemption subject to the satisfaction of conditions precedent. If  such Optional Redemption or Early Tax Redemption or notice of redemption is subject to  satisfaction of one or more conditions precedent, such notice shall state that, in the  Company’s discretion, the Optional Redemption Date or Early Tax Redemption Date, as  





 






  57  the case may be, may be delayed until such time (but no more than 60 days after the date  of the notice of redemption) as any or all such conditions shall be satisfied, or such  redemption may not occur and such notice may be rescinded in the event that any or all  such conditions shall not have been satisfied by the Optional Redemption Date or Early  Tax Redemption Date, as the case may be, or by the Optional Redemption Date or Early  Tax Redemption Date so delayed, as the case may be. In addition, the Company may  provide in such notice that payment of the Optional Redemption Price or Early Tax  Redemption Price, as the case may be, and performance of the Company’s obligations  with respect to such redemption may be performed by another Person. If an Optional  Redemption Date or Early Tax Redemption Date, as the case may be, is not a Business  Day, payment may be made on the next succeeding day that is a Business Day, and no  interest shall accrue on any amount that would have been otherwise payable on such  redemption date if it were a Business Day for the intervening period. If the Optional  Redemption Date or Early Tax Redemption Date, as the case may be, is on or after an  interest Record Date and on or before the related Interest Payment Date, the accrued and  unpaid interest, if any, will be paid to the Person in whose name the Note is registered at  the close of business on such Record Date and no additional interest will be payable to  Holders whose Notes will be subject to redemption.  Section 4.05. Deposit of Redemption Price.  On or before 10:00 a.m. at least one  Business Day prior to any Optional Redemption Date or Early Tax Redemption Date, as  the case may be, the Company shall deposit with the Trustee or with a Paying Agent (or,  if the Company is acting as its own Paying Agent, segregate and hold in trust) an amount  of money sufficient to pay the Optional Redemption Price or the Early Tax Redemption  Price, as applicable, of and (except if the date of redemption shall be an Interest Payment  Date) accrued interest on all the Notes which are to be redeemed on that date.  Section 4.06. Notes Payable on Redemption Date.  Notice of Optional  Redemption or Early Tax Redemption having been given as aforesaid, the Notes to be  redeemed shall, on the Optional Redemption Date or the Early Tax Redemption Date, as  the case may be, become due and payable at the Optional Redemption Price or the Early  Tax Redemption Price, as applicable, therein specified and on and after such date (unless  the Company shall default in the payment of the Optional Redemption Price or the Early  Tax Redemption Price, as applicable) such Notes shall cease to bear interest. Upon  surrender of such Notes for redemption in accordance with the notice, such Notes shall be  paid by the Company at the Optional Redemption Price or the Early Tax Redemption  Price, as applicable. Installments of interest maturing on or prior to the Optional  Redemption Date or Early Tax Redemption Date, as the case may be, shall continue to be  payable (but without interest thereon, unless the Company shall default in the payment  thereof) to the Noteholders registered as such on the relevant Record Dates. If any Note  called for redemption shall not be so paid upon surrender thereof for redemption, the  principal shall, until paid, bear interest from the Optional Redemption Date or the Early  Tax Redemption Date, as applicable, at the Note Rate.  Section 4.07. Selection by Trustee of Notes to be Redeemed.  





 






  58  (a) If fewer than all the Notes are to be redeemed, the particular Notes to be  redeemed shall be selected not more than 60 days prior to the redemption date by the  Trustee pro rata, by lot or by such method as the Trustee shall deem fair and appropriate  (or, in the case of Global Notes, based on a method as DTC may require) and which may  provide for the selection for redemption of portions (equal to $1,000 or any integral  multiple thereof) of the principal amount of Notes of a denomination larger than $1,000.  (b) The Trustee shall promptly notify the Company and each Note Registrar in  writing of the Notes selected for redemption and, in the case of any Notes selected for  partial redemption, the principal amount thereof to be redeemed.  (c) For all purposes of this Indenture, unless the context otherwise requires, all  provisions relating to the redemption of Notes shall relate, in the case of any Notes  redeemed or to be redeemed only in part, to the portion of the principal amount of such  Notes which has been or is to be redeemed.  Section 4.08. Notes Redeemed in Part.  Any Note which is to be redeemed only  in part shall be surrendered at an office or agency of the Company designated for that  purpose pursuant to Section 5.01 (with, if the Company or the Trustee so requires, due  endorsement by, or a written instrument of transfer in form satisfactory to the Company  and the Trustee duly executed by, the Noteholder or his attorney duly authorized in  writing), and the Company shall execute, and upon receipt of a Company Order, the  Trustee shall authenticate and deliver to the Noteholder without service charge, a new  Note or Notes, of any authorized denomination as requested by such Noteholder, in  aggregate principal amount equal to and in exchange for the unredeemed portion of the  principal of the Note so surrendered.  Section 4.09. Offer to Purchase.  (a) In the event that, pursuant to Section 5.22 or Section 5.10 hereof, as the  case may be, the Company or its Restricted Subsidiaries, as applicable, (each a  “Purchasing Party”) is required to commence an offer to all Noteholders to purchase  Notes either due to a Change of Control Triggering Event or an Asset Disposition,  respectively, as applicable, (an “Offer to Purchase”) such Purchasing Party will follow  the procedures specified in this Section 4.09.  (b) A written offer (the “Offer”) shall be made to all Noteholders and sent by  the Purchasing Party by first class mail, postage prepaid, to each Holder at his address  appearing in the Note Register on the date of the Offer offering to purchase up to the  principal amount of Notes specified in such Offer at the purchase price specified in such  Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable  law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to  Purchase which shall be, subject to any contrary requirements of applicable law, not less  than 30 days or more than 60 days after the date of such Offer and a settlement date (the  “Purchase Date”) for purchase of Notes within five Business Days after the Expiration  Date. The Purchasing Party shall notify the Trustee at least 15 Business Days (or such  shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the  





 






  59  Purchasing Party’s obligation to make an Offer to Purchase, and the Offer shall be mailed  by the Purchasing Party or, at the Purchasing Party’s request, by the Trustee in the name  and at the expense of the Purchasing Party. The Offer shall contain all instructions and  materials necessary to enable such Holders to tender Notes pursuant to the Offer to  Purchase. The Offer shall also state:  (i) the Section of this Indenture pursuant to which the Offer to  Purchase is being made;  (ii) the Expiration Date and the Purchase Date;  (iii) the aggregate principal amount of the Outstanding Notes offered to  be purchased by the Company pursuant to the Offer to Purchase (including, , if  less than 100%, the manner by which such has been determined) (the “Purchase  Amount”);  (iv) the purchase price to be paid by the Company, as set forth in  Section 5.10, as applicable, to be paid by the Company for each $1,000 aggregate  principal amount of Notes accepted for payment (the “Purchase Price”);  (v) that the Holder may tender all or any portion of the Notes  registered in the name of such Holder and that any portion of a Note tendered  must be tendered in minimum amounts of $200,000 and integral multiples of  $1,000 in excess thereof;  (vi) the place or places where Notes are to be surrendered for tender  pursuant to the Offer to Purchase;  (vii) that interest on any Note not tendered or tendered but not  purchased by the Purchasing Party pursuant to the Offer to Purchase will continue  to accrue;  (viii) that on the Purchase Date the Purchase Price will become due and  payable upon each Note being accepted for payment pursuant to the Offer to  Purchase and that interest thereon shall cease to accrue on and after the Purchase  Date;  (ix) that each Holder electing to tender a Note pursuant to the Offer to  Purchase will be required to surrender such Note at the place or places specified  in the Offer prior to the close of business on the Expiration Date (such Note  being, if the Company or the Trustee so requires, duly endorsed by, or  accompanied by a written instrument of transfer in form satisfactory to the  Company and the Trustee duly executed by, the Holder thereof or his attorney  duly authorized in writing);  (x) that Holders will be entitled to withdraw all or any portion of  Notes tendered if the Company (or their paying agent) receives, not later than the  close of business on the Expiration Date, a telegram, telex, facsimile transmission  





 






  60  or letter setting forth the name of the Holder, the principal amount of the Note the  Holder tendered, the certificate number of the Security the Holder tendered and a  statement that such Holder is withdrawing all or a portion of his tender;  (xi) that (A) if Notes in an aggregate principal amount less than or  equal to the Purchase Amount are duly tendered and not withdrawn pursuant to  the Offer to Purchase, the Company shall purchase all such Notes and (B) if Notes  in an aggregate principal amount in excess of the Purchase Amount are tendered  and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase  Notes having an aggregate principal amount equal to the Purchase Amount on a  pro rata basis (with such adjustments as may be deemed appropriate so that only  Notes in denominations of $1,000 or integral multiples thereof shall be purchased  and provided that Notes of $200,000 or less may only be redeemed in whole and  not in part); and  (xii) that in the case of any Noteholder whose Note is purchased only in  part, the Company shall execute, and upon receipt of a Company Order, the  Trustee shall authenticate and deliver to the Noteholder of such Note without  service charge, a new Note or Notes, of any authorized denomination as requested  by such Noteholder, in an aggregate principal amount equal to and in exchange  for the unpurchased portion of the Note so tendered.  (c) Any Offer to Purchase shall be governed by and effected in accordance with  the Offer for such Offer to Purchase.  (d) The Company will publish notices relating to the Offer to Purchase in a  leading newspaper having a general circulation in New York City (which is expected to  be the Wall Street Journal), London (which is expected to be the Financial Times) and,  for so long as any Notes are listed on the Luxembourg Stock Exchange, Luxembourg  (which is expected to be the Luxemburger Wort).  (e) The Company and the Trustee shall perform their respective obligations  specified in the Offer. Prior to the Purchase Date, the Purchasing Party shall (i) accept for  payment Notes or portions thereof tendered pursuant to the Offer to Purchase, (ii) deposit  with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate  and hold in trust) money sufficient to pay the purchase price of all Notes or portions  thereof so accepted and (iii) deliver or cause to be delivered to the Trustee all Notes so  accepted together with an Officer’s Certificate stating the Notes or portions thereof  accepted for payment by the Purchasing Party. The Paying Agent shall promptly mail or  deliver to Noteholders so accepted payment in an amount equal to the purchase price, and  upon receipt of a Company Order, the Trustee shall promptly authenticate and mail or  deliver to such Noteholders a new Note or Notes equal in principal amount to any  unpurchased portion of the Note surrendered as requested by the Noteholder. Any Note  not accepted for payment shall be promptly mailed or delivered by the Purchasing Party  to the Noteholder. The Purchasing Party shall publicly announce the results of the Offer  to Purchase on or as soon as practicable after the Purchase Date.  





 






  61  (f) In the event that the Company makes an Offer to Purchase the Notes, the  Company will comply with the applicable tender offer rules, including Rule 14e-1 under  the Exchange Act and any other applicable securities laws and regulations, including the  requirements of any applicable securities exchange on which Notes are then listed.  Section 4.10. Optional Redemption upon Certain Tender Offers.  In connection  with any tender offer or other offer to purchase for all of the Notes, if Holders of not less  than 90% of the aggregate principal amount of the then Outstanding Notes validly tender  and do not validly withdraw such Notes in such tender offer and the Company, or any  third party making such tender offer in lieu of the Company, purchases all of the Notes  validly tendered and not validly withdrawn by such Holders, the Company or such third  party will have the right upon not less than 10 nor more than 60 days’ notice following  such purchase date, to redeem all Notes that remain Outstanding following such purchase  at a price equal to the price paid to each other Holder in such tender offer, plus, to the  extent not included in the tender offer payment, accrued and unpaid interest, if any,  thereon, to, but excluding, such Optional Redemption Date.  ARTICLE 5  COVENANTS OF THE COMPANY  For so long as the Notes remain Outstanding or any amount remains unpaid on  such Notes under this Indenture, the Company will comply with the terms and covenants  set forth below (except as otherwise provided in a duly authorized amendment to this  Indenture as provided herein).  Section 5.01. Maintenance of Office or Agency.  The Company will maintain in  the Borough of Manhattan, The City of New York, an office or agency where notices to  and demands upon the Company in respect of this Indenture and the Notes may be  served. Initially this office will be at the Corporate Trust Office and the Company will  not change the designation of such office without prior written notice to the Trustee and  designation of a replacement office in the same general location. If at any time the  Company shall fail to maintain any required office or agency or shall fail to furnish the  Trustee with the address thereof, all presentations, surrenders, notices and demands may  be served at the Corporate Trust Office of the Trustee and the Company hereby appoints  the Trustee as its agent to receive all such presentations, surrenders, notices and demands.  Section 5.02. Notice of Defaults and Events of Default.  The Company will give  notice to the Trustee promptly (but not later than thirty (30) days) after the Company  becomes aware of the occurrence of any Default or any Event of Default, accompanied  by an Officer’s Certificate of the Company setting forth the details thereof and stating  what action the Company proposes to take with respect thereto.  Section 5.03. Compliance Certificates.  The Company shall deliver to the  Trustee within 120 days after the end of each Fiscal Year of the Company an Officers’  Certificate signed by its principal executive officer, the principal financial officer or the  principal accounting officer stating that in the course of the performance by the signers of  their duties as Officers of the Company they would normally have knowledge of any  





 






  62  Default or Event of Default and whether or not the signers know of any Default or Event  of Default that occurred during such period. If they do, the certificate shall describe the  Default or Event of Default, its status and what action the Company is taking or proposes  to take with respect thereto.  Section 5.04. Limitation on Debt.  (a) The Company may not, and may not  permit any of its Restricted Subsidiaries to, Incur any Debt, unless the Leverage Ratio for  the most recently completed fiscal quarter for which financial statements are available  would be less than 4.0 to 1.  (b) Notwithstanding the foregoing limitation, the following Debt (“Permitted  Debt”) may be Incurred:  (i) any direct or indirect obligations owed in connection with the  payment obligations on the Notes;  (ii) Debt (other than Debt described in another clause of this Section  5.04) outstanding, committed or mandated on the date of this Indenture;  (iii) Pari Passu Debt of the Company and Debt of its Subsidiaries under  Credit Facilities and any Permitted Refinancing Debt in respect thereof, in an  aggregate principal amount at any one time outstanding that does not exceed an  amount equal to the greater of (a) $50 million (or the U.S. Dollar Equivalent of  any other currency) and (b) 6.0% of Total Assets, plus, (1) any accrual or  accretion of interest that increases the principal amount of Debt under Credit  Facilities and (2) in the case of any refinancing of Debt permitted under this  clause (iii) or any portion thereof, the aggregate amount of fees, underwriting  discounts, premiums and other costs and expenses Incurred in connection with  such refinancing;  (iv) Debt owed by the Company to any of its Restricted Subsidiaries or  Debt owed by any of the Restricted Subsidiaries to the Company or any other of  the Restricted Subsidiaries; provided, however, that upon either (1) the transfer or  other disposition by the Company or such Restricted Subsidiary of any Debt so  permitted to a Person other than the Company or any of its Restricted Subsidiaries  or (2) such Restricted Subsidiary ceasing to be the Company’s Restricted  Subsidiary, the provisions of this clause (iv) shall no longer be applicable to such  Debt and such Debt shall be deemed to have been Incurred at the time of such  transfer or other disposition;  (v) Acquired Debt;  (vi) Minority Shareholder Loans; provided that such Debt is  subordinated in right of payment to the Notes;  (vii) Permitted Refinancing Debt of the Company or any Restricted  Subsidiary Incurred in exchange for or the proceeds of which are used to  refinance or refund or replace, or any extension or renewal of (including, in each  





 






  63  case, successive refinancings, extensions and renewals), Debt of the Company or  any Restricted Subsidiary Incurred pursuant to Section 5.04(a) and clauses (i), (ii),  (v), and this clause (vii), as the case may be;  (viii) Debt of the Company or any Restricted Subsidiary represented by  letters of credit in order to provide security for workers’ compensation claims,  health, disability or other employee benefits, payment obligations in connection  with self- insurance or similar requirements of the Company or any Restricted  Subsidiary in the ordinary course of business;  (ix) customary indemnification, adjustment of purchase price or similar  obligations, in each case, Incurred in connection with the disposition of any assets  of the Company or any Restricted Subsidiary, and earn-out provisions or  contingent payments in respect of purchase price or adjustment of purchase price  or similar obligations in acquisition agreements other than Guarantees of Debt  Incurred by any Person acquiring all or any portion of such assets for the purpose  of financing such acquisition; provided that the maximum aggregate liability in  respect of each such Incurrence of such Debt will at no time exceed the gross  proceeds actually received by the Company or any Restricted Subsidiary in  connection with the related disposition;  (x) obligations in respect of (a) customs, VAT or other tax guarantees,  (b) bid, performance, completion, guarantee, surety and similar bonds, including  Guarantees or obligations of the Company or any Restricted Subsidiary with  respect to letters of credit supporting such obligations and (c) the financing of  insurance premiums, in each case, in the ordinary course of business and not  related to Debt for borrowed money;  (xi) Debt of the Company or any Restricted Subsidiary arising from the  honoring by a bank or other financial institution of a check, draft or similar  instrument including, but not limited to, electronic transfers, wire transfers,  netting services and commercial card payments, drawn against insufficient funds;  provided that such Debt is extinguished within five Business Days of Incurrence;   (xii) guarantees by the Company or any Restricted Subsidiary of Debt  or any other obligation or liability of the Company or any Restricted Subsidiary  (other than of any Debt Incurred in violation of this covenant); provided,  however, that if the Debt being guaranteed is subordinated in right of payment to  the Notes or any Guarantee of the Notes, then such guarantee shall be  subordinated substantially to the same extent as the relevant Debt guaranteed;  (xiii) Debt arising under borrowing facilities provided by a special  purpose vehicle notes issuer to the Company or any Restricted Subsidiary in  connection with the issuance of notes or other similar debt securities intended to  be supported primarily by the payment obligations of the Company or any  Subsidiary in connection with any vendor financing platform;  





 






  64  (xiv) Debt consisting of Interest Rate, Currency or Commodity Price  Agreements;  (xv) Debt consisting of (a) mortgage financings, asset backed  financings, Purchase Money Obligations or other financings, Incurred for the  purpose of financing all or any part of the purchase price or cost of design,  construction, installation or improvement (including, without limitation, in respect  of tenant improvement) of property (real or personal), plant, equipment or other  assets (including, without limitation, network assets) used or useful in the  business of the Company or a Restricted Subsidiary or (b) Debt otherwise  Incurred to finance the purchase, lease, rental or cost of design, development,  construction, installation or improvement (including, without limitation, in respect  of tenant improvement) of property (real or personal), plant, equipment or other  assets (including, without limitation, network assets) used or useful in the  business of the Company or a Restricted Subsidiary, whether through the direct  purchase of assets or the Capital Stock of any Person owning such assets, and any  Permitted Refinancing Debt in respect thereof, in an aggregate outstanding  principal amount which, when taken together with the principal amount of all  other Debt Incurred pursuant to this clause (xv) will not exceed the greater of (1)  $20.0 million and (2) 2.0% of Total Assets at any time outstanding;  (xvi) Intergroup Subordinated Loans; and  (xvii) Debt not otherwise permitted to be Incurred pursuant to clauses (i)  through (xvi) above, which, together with any other outstanding Debt Incurred  pursuant to this clause (xvii), including any Permitted Refinancing Debt in respect  thereof, has an aggregate principal amount at any time outstanding not in excess  of the greater of $75 million and 8.0% of Total Assets, plus, in the case of any  refinancing of Debt permitted under this clause (xvii) or any portion thereof, the  aggregate amount of fees, underwriting discounts, premiums and other costs and  expenses Incurred in connection with such refinancing.  (c) The Company will not incur any Debt (including Permitted Debt) that is  contractually subordinated in right of payment to any other Debt of the Company unless  such Debt is also contractually subordinated in right of payment to the Notes on  substantially identical terms; provided, however, that no Debt will be deemed to be  contractually subordinated in right of payment to any other Debt of the Company solely  by virtue of being unsecured or by virtue of being secured with different collateral or by  virtue of being secured on a junior priority basis or by virtue of the application of  waterfall or other payment ordering provisions affecting different tranches of Debt.  (d) For the purposes of determining compliance with this covenant, in the event  that an item of Debt meets the criteria of more than one of the types of Permitted Debt or  is entitled to be Incurred pursuant to the first sentence of Section 5.04(a) the Company in  its sole discretion may classify and from time to time reclassify such item of Debt or any  portion thereof and only be required to include the amount of such Debt as one of such  types.  





 






  65  (e) For the purposes of determining compliance with any covenant in this  Indenture or whether an Event of Default has occurred, in each case, where Debt is  denominated in a currency other than U.S. Dollars, the amount of such Debt will be the  U.S. Dollar Equivalent determined on the date of such Incurrence; provided, however,  that if any such Debt that is denominated in a different currency is subject to an Interest  Rate, Currency or Commodity Price Agreement with respect to U.S. Dollars covering  principal and premium, if any, payable on such Debt, the amount of such Debt expressed  in U.S. Dollars will be adjusted to take into account the effect of such an agreement.  Section 5.05. Limitation on Restricted Payments.  (a) The Company may not,  and may not permit any of its Restricted Subsidiaries to, directly or indirectly,  (i) declare or pay any dividend or make any distribution in respect of  the Company’s Capital Stock, excluding any dividends or distributions by the  Company payable solely in shares of the Company’s Capital Stock (other than  Redeemable Stock) or in options, warrants or other rights to acquire the  Company’s Capital Stock (other than Redeemable Stock);  (ii) purchase, redeem, or otherwise acquire or retire for value (A) any  of the Company’s or Restricted Subsidiary’s Capital Stock or (B) any options,  warrants or other rights to acquire shares of the Company’s or Restricted  Subsidiary’s Capital Stock (in respect of (A) and (B) above, in each case, other  than (x) from the Company or any of its Restricted Subsidiaries and (y) any such  acquisition of the shares or rights to acquire shares of a Restricted Subsidiary by  the Company or another Restricted Subsidiary);  (iii) redeem, repurchase, defease or otherwise acquire or retire for value  prior to any scheduled maturity, repayment or sinking fund payment the  Company’s Debt which is subordinate in right of payment to the Notes (other than  any direct or indirect obligations by the Company for the sole purpose of  effectuating payments on the Notes); or  (iv) make any Investment, other than Permitted Investments;   (each of clauses (i) through (iv) being a “Restricted Payment”)  if:  (A) a Default or an Event of Default shall have occurred and  is continuing or would result from such Restricted Payment; or  (B) after giving pro forma effect to such Restricted Payment  as if such Restricted Payment had been made at the beginning of the  applicable fiscal quarter period, the Company could not Incur at least  $1.00 of additional Debt pursuant to Section 5.04(a); or  (C) upon giving effect to such Restricted Payment, the  aggregate of all Restricted Payments from the date of this Indenture  





 






  66  excluding those made pursuant to the further proviso below exceeds the  sum of:   (1) the difference of (x) 100% of cumulative  Consolidated EBITDA from January 1, 2017 through the last day  of the last full fiscal quarter ended immediately prior to the date  of such Restricted Payment for which the Company’s quarterly or  annual financial statements are available minus (y) the product of  1.5 times cumulative Consolidated Interest Expense from January  1, 2017 through the last day of the last full fiscal quarter ended  immediately prior to such Restricted Payment for which the  Company’s quarterly or annual fiscal statements are available;  plus   (2) the net reduction in Company’s Investments in  any Unrestricted Subsidiary resulting from payments of interest  on Debt, dividends, return of capital, repayments of loans or  advances, payment of fees or other transfers of assets, in each  case to the Company or any of its Restricted Subsidiaries from  such Unrestricted Subsidiary (except to the extent that any such  payment is included in the calculation of Consolidated EBITDA)  or from redesignations of Unrestricted Subsidiaries as Restricted  Subsidiaries; provided that the amount included in this clause (2)  shall not exceed the amount of Investments previously made by  the Company and its Restricted Subsidiaries in such Unrestricted  Subsidiary; plus  (3) the cash return, after the Issue Date, on any  other Investment made after the Issue Date pursuant to this  paragraph, as a result of any sale for cash, repayment,  redemption, liquidating distribution or other cash realization (not  included in Consolidated EBITDA), not to exceed the amount of  such Investment so made; plus  (4) an amount not to exceed the sum of the  aggregate net proceeds received by the Company after the date of  this Indenture, including the fair market value of property other  than cash (determined in good faith by the Company’s Board of  Directors as evidenced by a resolution of the Board of Directors  filed with the Trustee), from contributions of capital or the  issuance and sale (other than to any of the Company’s Restricted  Subsidiaries) of the Company’s Capital Stock (other than  Redeemable Stock or Excluded Contributions), options, warrants  or other rights to acquire the Company’s Capital Stock (other  than Redeemable Stock) or the Company’s Debt or Debt of any  of its Restricted Subsidiaries that has been converted into or  exchanged for the Company’s Capital Stock (other than  





 






  67  Redeemable Stock and other than by or from any of the  Company’s Restricted Subsidiaries) after the date of this  Indenture; provided that any such net proceeds received by the  Company from an employee stock ownership plan financed by  loans from the Company or any of its Subsidiaries shall be  included only to the extent such loans have been repaid with cash  on or prior to the date of determination; minus  (5) any Company or its Restricted Subsidiaries’  deposits withdrawn and acquired by the depositary institution  (and not returned to the Company or one of its Restricted  Subsidiaries) as the result of any netting or set-off arrangement  entered into by the Company or any of its Restricted Subsidiaries  (except to the extent such deposits are used to satisfy obligations  solely of the Company or its Restricted Subsidiaries).  (b) Prior to the making of any Restricted Payment (other than with respect to an  Investment in an amount not to exceed $5 million) the Company shall deliver to the  Trustee an Officer’s Certificate setting forth the computations by which the determination  required by clauses (B) and (C) above were made and stating that no Default or Event of  Default has occurred and is continuing or would result from such Restricted Payment.  (c) Notwithstanding the foregoing,  (i) the Company may pay any dividend on Capital Stock of any class  within 60 days after the declaration thereof if, on the date when the dividend was  declared, the Company could have paid such dividend in accordance with the  foregoing provision;  (ii) the Company and any of the Restricted Subsidiaries may refinance  any Debt as permitted by Section 5.04 in exchange for or out of the net proceeds  of the sale of (other than from or to any of the Restricted Subsidiaries or from or  to an employee stock ownership plan financed by loans from the Company or any  of the Restricted Subsidiaries) shares of the Company’s Capital Stock (other than  Redeemable Stock) or the subordinated obligations of the Company  or any  Restricted Subsidiary  permitted to be Incurred pursuant to  Section 5.04 and that,  in each case, constitutes Permitted Refinancing Debt; provided, however, that  such exchange or repurchase must be made within 90 days of the issuance of  Capital Stock or such subordinated obligations;  (iii) the Company and any of the Restricted Subsidiaries may purchase,  redeem, acquire or retire any shares of its Capital Stock solely in exchange for or  out of the net proceeds of (A) the substantially concurrent sale (other than from or  to any of the Restricted Subsidiaries or from or to an employee stock ownership  plan financed by loans from the Company or any of the Restricted Subsidiaries)  of shares of the Company’s Capital Stock (other than Redeemable Stock), (B) an  Asset Disposition to the extent of Excess Proceeds of an Asset Disposition or (C)  





 






  68  a Sale/Leaseback Transaction of Tower Equipment that would have been an Asset  Disposition but for the proviso in clause (a) of the Asset Disposition definition,  provided that the Company makes an Offer to Purchase Outstanding Notes prior  to reliance on this provision at 100% of the principal amount plus accrued interest  to the date of purchase and then to the extent of such Excess Proceeds of an Asset  Disposition;   (iv) the Company and any of the Restricted Subsidiaries may make  loans to employees in connection with such employees’ exercise of options to  purchase Capital Stock or otherwise in the ordinary course of business;  (v) Restricted Payments that are made with Excluded Contributions;  (vi) the Company and any of its Restricted Subsidiaries may  repurchase or fund the repurchase of shares of the Company or Millicom held by  employees or former employees of the Company or any Restricted Subsidiary in  an amount not to exceed $5 million in any twelve month period;  (vii) the Company and any of its Restricted Subsidiaries may cause a  distribution of shares of any Unrestricted Subsidiary;  (viii) the Company or any Restricted Subsidiary may pay a Dividend on  Capital Stock of any class with the proceeds of any public Equity Offering or any  public sale of Qualified Capital Stock of the Company in an amount not to exceed  6% of the Market Capitalization of the Company at the time of such public Equity  Offering or public sale of Qualified Capital Stock if after giving pro forma effect  to such Restricted Payment as if such Restricted Payment had been made at the  beginning of the applicable fiscal quarter period the Company could Incur at least  $1.00 of additional Debt pursuant to Section 5.04(a);  (ix) the Company and any Restricted Subsidiary may make Restricted  Payments, including the purchase of Receivables and the payment of fees, in  connection with any Qualified Receivables Transaction;    (x) the Company and any Restricted Subsidiary may engage in cash  management and pooling transactions with Millicom and its Subsidiaries in the  ordinary course of business;   (xi) the Company and any Restricted Subsidiary may repay Intergroup  Subordinated Loans so long as no Default or Event of Default shall have occurred  and be continuing or would result from such Restricted Payment;  (xii) the Company and any Restricted Subsidiary may make Restricted  Payments to Millicom or any Subsidiary thereof so long as the proceeds thereof  are transferred to the Company or any Restricted Subsidiary within 3 days of the  making of such Restricted Payment and do not exceed 10.0% of Total Assets; and  





 






  69  (xiii) the Company and any of the Restricted Subsidiaries may make  Restricted Payments not otherwise permitted hereby in an aggregate amount not  to exceed the greater of US$50 million and 6.0% of Total Assets.  Any Restricted Payment made pursuant to clause (i), (iv) or (viii) of this Section (only,  and not other clauses) shall be a Restricted Payment for purposes of calculating aggregate  Restricted Payments pursuant to clause (C) above.  Section 5.06. Limitation on Dividend and Other Payment Restrictions Affecting  Subsidiaries.  (a) The Company may not, and may not permit any of its Restricted  Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or  become effective any encumbrance or restriction on the ability of any such Restricted  Subsidiary:  (i) to pay dividends (in cash or otherwise) or make any other  distributions in respect of its Capital Stock to the Company or any other of its  Restricted Subsidiaries or pay any Debt or other obligation owed to the Company  or any other such Restricted Subsidiary;  (ii) to make loans or advances to the Company or any other of the  Restricted Subsidiaries; or  (iii) to transfer any of its property or assets to the Company or any  other of the Restricted Subsidiaries.  (b) Notwithstanding the foregoing, the Company may, and may permit any of  its Restricted Subsidiaries to, suffer to exist any such encumbrance or restriction:  (i) pursuant to any agreement in effect on the date of this Indenture;  (ii) pursuant to an agreement relating to any Debt Incurred by a Person  prior to the date on which such Person became such a Restricted Subsidiary and  outstanding on such date and not Incurred in anticipation of becoming such a  Restricted Subsidiary which encumbrance or restriction is not applicable to any  Person, or the properties or assets of any Person, other than the Person so  acquired;  (iii) pursuant to an agreement by which the Company or a Restricted  Subsidiary obtains financing; provided that (x) such restriction is not materially  more restrictive than customary provisions in comparable financing agreements  and (y) the Company’s management determines that at the time such agreement is  entered into such restriction will not materially impair the Company’s ability to  make payments on the Notes;  (iv) pursuant to an agreement effecting a renewal, refunding or  extension of Debt Incurred pursuant to an agreement referred to in clauses (i), (ii),  (iii) or (iv) above; provided, however, that the provisions contained in such  renewal, refunding or extension agreement relating to such encumbrance or  





 






  70  restriction are no more restrictive in any material respect than the provisions  contained in the agreement the subject thereof, as determined in good faith by the  Company’s management;  (v) in the case of clause (a)(iii) above, restrictions contained in any  security agreement (including a capital lease) securing Debt of the Company or  any of the Company’s Restricted Subsidiaries otherwise permitted under this  Indenture, but only to the extent such restrictions restrict the transfer of the  property subject to such security agreement;  (vi) in the case of clause (a)(iii) above, customary nonassignment  provisions entered into in the ordinary course of business in leases to the extent  such provisions restrict the transfer or subletting of any such lease;  (vii) pursuant to customary restrictions contained in asset sale  agreements limiting the transfer of property subject to such agreements pending  the closing of such sales or pursuant to customary restrictions in share purchase  agreements otherwise permitted under this Indenture for the sale of Subsidiaries  on such sold Subsidiaries;  (viii) customary restrictions pursuant to joint venture agreements or  similar documents that restrict the transfer of ownership interests in or the  payment of dividends or distributions from such joint venture or similar Person or  agreements entered into in the ordinary course of business; provided further that  the Company’s Board of Directors determines that, at the time such encumbrance  or restriction arises or is agreed to, it will not materially impair the Company’s  ability to make payments on the Notes; or  (ix) if such encumbrance or restriction is the result of applicable law or  regulation.  Section 5.07. RESERVED.    Section 5.08. Limitation on Liens Securing the Company’s Debt.  The Company  shall not, and shall not permit any of its Restricted Subsidiaries to, Incur or suffer to exist  any Lien (other than Permitted Liens) on or with respect to any property or assets now  owned or hereafter acquired to secure any of the Company’s Debt unless the Notes is  equally and ratably secured by such Lien; provided that, if the Debt secured by such Lien  is subordinated or junior in right of payment to the Notes, then the Lien securing such  Debt shall be subordinated or junior in priority to the Lien securing the Notes.  Section 5.09. Limitation on Guarantees of the Company’s Subordinated Debt.   The Company may not permit any of its Restricted Subsidiaries, directly or indirectly, to  assume, Guarantee or in any other manner become liable with respect to any of the  Company’s Debt that is expressly by its terms subordinated or junior in right of payment  to any other of the Company’s Debt.  





 






  71  Section 5.10. Limitation on Asset Dispositions.  (a) The Company may not, and  may not permit any of its Restricted Subsidiaries to, make any Asset Disposition in one  or more related transactions unless:  (i) the Company or such Restricted Subsidiary, as the case may be,  receives consideration for such disposition at least equal to the fair market value  for the assets sold or disposed of as determined by the Company’s senior  management or Board of Directors in good faith;  (ii) unless the Asset Disposition is a Permitted Asset Swap, at least  75% of the consideration for such disposition consists of (A) cash or Cash  Equivalents, (B) the assumption of the Company’s or any Restricted Subsidiary’s  Debt or other liabilities (including Debt or liabilities that are subordinated to the  Notes) or Debt or other liabilities of such Restricted Subsidiary relating to such  assets and, in each case, the Company or the Restricted Subsidiary, as applicable,  is released from all liability on the Debt assumed or (C) any Capital Stock or  assets of the kind referred to in clauses (4) or (5) of Section 5.10(a)(iii)(A) hereof,  or any combination thereof;   (iii) (A) within 365 days of such Asset Disposition, the Net Available  Proceeds are applied (at the Company or applicable Restricted Subsidiary’s  option):  (1) to repay, redeem, retire or cancel outstanding  Senior Secured Debt;   (2) first, to redeem Notes or purchase Notes  pursuant to an offer to all Holders at a purchase price equal to at  least 100% of the principal amount thereof, plus accrued and  unpaid interest and second, to the extent any Net Available  Proceeds from such Asset Disposition remain, to any other use as  determined by the Company or the applicable Subsidiary that is  not otherwise prohibited by this Indenture;   (3) to repurchase, prepay, redeem or repay Pari  Passu Debt; provided that the Company makes an offer to all  Holders on a pro rata basis to purchase their Notes in accordance  with the provisions set forth below for an Excess Proceeds Offer;   (4) to acquire all or substantially all of the assets of,  or any Capital Stock of, another Related Business, if, after giving  effect to any such acquisition of Capital Stock, the Related  Business is or becomes a Subsidiary of the Company;   (5) to make a capital expenditure or acquire other  assets (other than Capital Stock and cash or Cash Equivalents),  rights (contractual or otherwise) and properties, whether tangible  





 






  72  or intangible (including ownership interests) that are used or  intended for use in connection with a Related Business;   (6) to the extent permitted, to redeem Notes as  provided under Section 4.02, Section 4.03 or Section 4.03; or  (7) any combination of the foregoing subclauses (1)  through (6) of this clause (iii)(A).   (B) enter into a binding commitment to apply the Net  Available Proceeds pursuant to subclauses (4) and (5) of clause (a);  provided that such binding commitment (or any subsequent binding  commitment replacing the initial binding commitment that is entered into  within 180 days following the aforementioned 365-day period) shall be  treated as a permitted application of the Net Available Proceeds from the  date of such commitment until the earlier of (x) the date on which such  acquisition or expenditure is consummated and (y) the 180th day  following the expiration of the aforementioned 365-day period.  (b) For purposes of Section 5.10(a), any securities, notes or other obligations  received by the Company or any such Restricted Subsidiary from such transferee that are  promptly converted by the recipient thereof into cash, Cash Equivalents or readily  marketable securities (to the extent of the cash, Cash Equivalents or readily marketable  securities received in that conversion), shall be deemed cash.  (c) The amount of such Net Available Proceeds not so used as set forth in the  paragraph above constitutes “Excess Proceeds.” Pending the final application of any such  Net Available Proceeds, the Company may temporarily reduce revolving credit  borrowings or otherwise use such Net Available Proceeds in any manner that is not  prohibited by the terms of this Indenture.  (d) When the aggregate amount of Excess Proceeds exceeds $30 million, the  Company shall, within 15 Business Days of the end of the applicable period in clause  (iii) of this Section 5.10, make an offer to purchase (an “Excess Proceeds Offer”) from  all Holders and from the holders of any Pari Passu Debt, to the extent required by the  terms thereof, on a pro rata basis, in accordance with the procedures set forth in this  Indenture or the agreements governing any such Pari Passu Debt, the maximum principal  amount (expressed as a minimum amount of $200,000 and integral multiples of $1,000 in  excess thereof) of the Notes and any such Pari Passu Debt that may be purchased with the  amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu  Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100%  of the principal amount of such Note and (solely in the case of Pari Passu Debt) no  greater than 100% of the principal amount (or accreted value, as applicable) of such Pari  Passu Debt, plus, in each case, accrued and unpaid interest, if any, to the date of  purchase.  





 






  73  (e) To the extent that the aggregate principal amount of Notes and any such  Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate  amount of Excess Proceeds, the Company may use the amount of such Excess Proceeds  not used to purchase Notes and Pari Passu Debt for purposes that are not otherwise  prohibited by this Indenture. If the aggregate principal amount of Notes and any such Pari  Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate  amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased will  be selected by the security registrar or the paying agent on a pro rata basis (based upon  the principal amount of Notes and the principal amount or accreted value of such Pari  Passu Debt tendered by each holder as provided or calculated by the Company or, in the  case of Global Notes, based on a method as DTC may require). Upon completion of each  such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.   (f) If the Company is obliged to make an Excess Proceeds Offer, the Company  shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in  whole or in part in a minimum amount of $200,000 and integral multiples of $1,000 in  excess thereof on a date that is not later than 60 days from the date the notice of the  Excess Proceeds Offer is given to such holders, or such later date as may be required  under the Exchange Act.   (g) If the Company is required to make an Excess Proceeds Offer, the Company  shall comply with the applicable tender offer rules, including Rule 14e-1 under the  Exchange Act and any other applicable securities laws and regulations, including the  requirements of any applicable securities exchange on which Notes are then listed. To the  extent that the provisions of any securities laws or regulations conflict with the provisions  of this Section 5.10 or Section 4.09, the Company will comply with such securities laws  and regulations and will not be deemed to have breached its obligations described in this  Section 5.10 or Section 4.09 by virtue thereof.  Section 5.11. Transactions with Affiliates.  (a) The Company may not, and may  not permit any of its Restricted Subsidiaries to, enter into any transaction that involves in  excess of $10.0 million with any of the Company’s Affiliates (other than the Company or  any of the Restricted Subsidiaries), either directly or indirectly, unless such transaction is  on terms no less favorable to the Company or such Restricted Subsidiary than those that  could be obtained in a comparable arm’s length transaction with an entity that is not an  Affiliate of the Company or such Restricted Subsidiary. For any such transaction that  involves in excess of $20.0 million, a majority of the members of the Company’s Board  of Directors shall determine that such transaction satisfies the above criteria and shall  evidence such a determination by a Board Resolution filed with the Trustee.  (b) The foregoing restriction shall not apply to (i) reasonable and customary  payments to or on behalf of the Company’s directors, officers or employees or any of the  directors, officers or employees of the Company’s Restricted Subsidiaries, or in  reimbursement of reasonable and customary payments or reasonable and customary  expenditures made or Incurred by such Persons as directors, officers or employees; (ii)  any Restricted Payment permitted under Section 5.05; (iii) any loan or advance by the  Company or any of its Restricted Subsidiaries to employees of any of them in the  





 






  74  ordinary course of business; (iv) any transactions under or pursuant to (A) the Technical  Services Agreement (including any amendment or replacement thereto that adjusts the  rate of payments made by the Company thereunder up to a rate of 5% of the Company’s  gross revenues for the relevant period), (B) transactions between the Company and  Mobile Cash and the Company and SPM provided such transactions in the aggregate do  not involve the transfer of value from the Company to Mobile Cash or SPM, in the case  of each of Mobile Cash and SPM, in excess of $10 million on an annual basis; provided,  however, that for the avoidance of doubt, upon consummation of the SPM Transaction,  transactions among the Restricted Group shall no longer be subject to this limitation, and  (C) loans from the Company and/or Lothar Systems S.A. to SPM provided such loans are  not in excess of $50 million in the aggregate (including any loans made prior to the  issuance of the Notes); provided, however, that for the avoidance of doubt, upon  consummation of the SPM Transaction, transactions among the Restricted Group shall no  longer be subject to this limitation, including in all the foregoing cases in this clause (iv)  any other amendments or replacements thereto (other than any which affects the 5%, $10  million and $50 million limits referred to above) as are on terms that are no less favorable  to the Company or any of its Restricted Subsidiaries than those that could be reasonably  obtained in a comparable transaction on an arm’s length basis from a Person that is not an  Affiliate or a Related Person of the Company; (v) transactions with customers, suppliers,  purchasers or sellers of goods or services, in each case in the ordinary course of  business and otherwise in compliance with this Indenture, (vi) any transaction with a  Receivables Entity effected as part of a Qualified Receivables Transaction,  acquisitions of Permitted Investments in connection with a Qualified Receivables  Transaction, and other Investments in Receivables Entities consisting of cash or  Securitization Obligations, (vii) the payment to Millicom or any Subsidiary of Millicom  of all reasonable expenses Incurred by Millicom or any Subsidiary of Millicom in  connection with its direct or indirect Investment in the Company, its Subsidiaries and  unpaid amounts accrued for prior periods, (viii) the payment to Millicom and its Related  Parties of Value Creation Fees of up to the greater of $50.0 million and 6.0% of Total  Assets per annum, (ix) the issuance of  shares or Intergroup Subordinated Loans,  provided, however, that after giving pro forma effect to any such issuance of Intergroup  Subordinated Loans or the payment of cash interest on such Intergroup Subordinated  Loans, the Leverage Ratio would not exceed 4.00 to 1.00,  (x) transactions with  Affiliates in their capacity as holders of indebtedness of the Company or any Restricted  Subsidiary, (xi) Cash Management Loans, (xii) any transaction under any tax sharing  agreement or arrangement and payments pursuant thereto between or among Millicom,  any Subsidiary of Millicom, the Company, a Restricted Subsidiary or any other Person  not otherwise prohibited by this Indenture and any payments or other transactions  pursuant to a tax sharing agreement between the Company or a Restricted Subsidiary and  any other Person with which the Company or any of the Restricted Subsidiaries files a  consolidated tax return or with which the Company or any of the Restricted Subsidiaries  is part of a group for tax purposes (including a fiscal unity) or any tax advantageous  group contribution made pursuant to applicable legislation; provided that any such  payments or other transactions pursuant to a tax sharing  agreement under this clause (xii)  does not exceed the taxes that would be payable by the Company and its Subsidiaries on  a stand-alone basis or as a stand-alone tax group, reduced by any such taxes paid by the  





 






  75  Company and/or any of its Subsidiaries, and (xiii) contributions to the common equity  capital of the Company or the issue or sale of Capital Stock of the Company.  Section 5.12. RESERVED.    Section 5.13. Payment of Taxes.  The Company will pay or discharge or cause to  be paid or discharged, before the same becomes delinquent, (1) all taxes, assessments and  governmental charges levied or imposed upon the Company or any of its Restricted  Subsidiaries, or the Company’s or any of its Restricted Subsidiaries’ income, profits or  property, and (2) all material lawful claims for labor, materials and supplies which, if  unpaid, might by law become a lien upon the Company’s property, or the Restricted  Subsidiaries’ property; provided, however, that the Company shall not be required to pay  or discharge or cause to be paid or discharged any such tax, assessment, charge or claim  whose amount, applicability or validity is being contested in good faith by appropriate  proceedings, except where failure to pay or discharge such taxes, assessments,  governmental charges or claims would not, singly or in the aggregate, have a material  adverse effect.  Section 5.14. Provision of Financial Information.  (a) The Company will furnish  to the Trustee and the Holders, without cost to each Holder: (1) within 120 days after the  end of each Fiscal Year, the Company’s audited financial statements for the two most  recent years (including income statements, balance sheets, cash flow statements and  statements of changes in stockholders’ equity) and related notes thereto prepared in  accordance with IFRS, as issued by the International Accounting Standards Committee,  consistently applied, together with a “Management’s Discussion and Analysis of  Financial Condition and Results of Operations” section with scope and content  substantially similar to the corresponding section of the final offering memorandum with  respect to the Notes dated as of March 28, 2019 (after taking into consideration any  changes to the Company’s business and operations after the issue date) and, with respect  to the annual financial information, a report thereon by the Company’s certified  independent accountants together with a certificate of the chief financial officer of the  Company stating that, to the best of such officer’s knowledge after due inquiry, the  Company during such period has kept, observed, performed and fulfilled each and every  covenant and condition contained in this Indenture and that such officer has obtained no  knowledge of any Default or Event of Default; and (2) within 60 days after the end of  each of the first three fiscal quarters of each Fiscal Year, quarterly reports attaching the  Company’s unaudited consolidated financial statements for the period then ended and the  comparable period in the prior year (including income statements, balance sheets, cash  flow statements and statements of changes in stockholders’ equity) prepared in  accordance with IFRS, as issued by the International Accounting Standards Committee,  together with footnote disclosure and a summary “Management’s Discussion and  Analysis of Financial Condition and Results of Operations” section (after taking into  consideration any changes to the Company’s business and operations after the issue date).  (b) In addition, so long as the Notes remain Outstanding and during any period  during which the Company is not subject to Section 13 or 15(d) of the Exchange Act nor  exempt therefrom pursuant to Rule 12g3-2(b), the Company will furnish to the  





 






  76  Noteholders and prospective purchasers of the Notes upon their request, the information  required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.  (c) So long as the Notes are listed on the Luxembourg Stock Exchange, copies  of the information and reports referred to in Section 5.14(a)(1) and (2) will be available  during normal business hours at the offices of the Luxembourg Paying Agent in  Luxembourg.  (d) Delivery of any information, documents and reports to the Trustee pursuant  to this Section 5.14 is for informational purposes only and the Trustee’s receipt of such  shall not constitute constructive notice of any information contained therein or  determinable from information contained therein, including the Company’s compliance  with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively  on an Officer’s Certificate).   Section 5.15. Limited Condition Transaction.    (a) In connection with any action being taken in connection with a Limited  Condition Transaction, for purposes of determining compliance with any provision of this  Indenture which requires that no Default or Event of Default, as applicable, has occurred,  is continuing or would result from any such action, as applicable, such condition shall, at  the option of the Company, be deemed satisfied, so long as no Default or Event of  Default, as applicable, exists on the date the definitive agreement (or other relevant  definitive documentation) for such Limited Condition Transaction is entered into. For the  avoidance of doubt, if the Company has exercised its option under the first sentence of  this paragraph, and any Default or Event of Default occurs following the date such  definitive agreement for a Limited Condition Transaction is entered into and prior to the  consummation of such Limited Condition Transaction, any such Default or Event of  Default shall be deemed to not have occurred or be continuing for purposes of  determining whether any action being taken in connection with such Limited Condition  Transaction is permitted hereunder.  (b) In connection with any action being taken in connection with a Limited  Condition Transaction for purposes of:  (i) determining compliance with any provision of this Indenture which  requires the calculation of any financial ratio or test, including the Leverage  Ratio; or  (ii) testing baskets set forth in this Indenture (including baskets  measured as a percentage of Total Assets);  in each case, at the option of the Company (the Company’s election to exercise  such option in connection with any Limited Condition Transaction, an “LCT  Election”), the date of determination of whether any such action is permitted  hereunder, shall be deemed to be the date the definitive agreement (or other  relevant definitive documentation) for such Limited Condition Transaction is  entered into (the “LCT Test Date”); provided, however, that the Company shall  





 






  77  be entitled to subsequently elect, in its sole discretion, the date of consummation  of such Limited Condition Transaction instead of the LCT Test Date as the  applicable date of determination, and if, after giving pro forma effect to the  Limited Condition Transaction and the other transactions to be entered into in  connection therewith (including any Incurrence of Debt and the use of proceeds  thereof), as are appropriate and consistent with the pro forma adjustment  provisions set forth in the definition of “Consolidated EBITDA” and “Leverage  Ratio,” the Company or any Subsidiary could have taken such action on the  relevant LCT Test Date in compliance with such ratio, test or basket, such ratio,  test or basket shall be deemed to have been complied with.  If the Company has made an LCT Election and any of the ratios, tests or baskets  for which compliance was determined or tested as of the LCT Test Date are  exceeded as a result of fluctuations in any such ratio, test or basket, including due  to fluctuations in Consolidated EBITDA or Total Assets, of the Company and its  Subsidiaries at or prior to the consummation of the relevant transaction or action,  such baskets or ratios will not be deemed to have been exceeded as a result of  such fluctuations. If the Company has made an LCT Election for any Limited  Condition Transaction, then in connection with any subsequent calculation of any  ratio, test or basket availability under this Indenture (including with respect to the  Incurrence of Debt or Liens, or the making of Asset Dispositions, acquisitions,  mergers, the conveyance, lease or other transfer of all or substantially all of the  assets of the Company or any Subsidiary or the designation of an Unrestricted  Subsidiary) on or following the relevant LCT Test Date and prior to the earlier of  the date on which such Limited Condition Transaction is consummated or the  definitive agreement for such Limited Condition Transaction is terminated or  expires without consummation of such Limited Condition Transaction, any such  ratio, test or basket shall be calculated on a pro forma basis assuming such  Limited Condition Transaction and other transactions in connection therewith  (including any Incurrence of Debt and the use of proceeds thereof) have been  consummated.  Section 5.16. Limitation on Lines of Business.  The Company, together with its  Restricted Subsidiaries, shall not primarily engage in any business other than in a Related  Business.  Section 5.17. RESERVED.  Section 5.18. Unrestricted Subsidiaries.  The Company may designate any of its  Restricted Subsidiaries to be an “Unrestricted Subsidiary,” in which event such  Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such  Subsidiary will be deemed to be an Unrestricted Subsidiary.  Section 5.19. Subsidiary Guarantors.  If any or all of the Subsidiaries of the  Company represent more than 20%, in the aggregate, of any financial parameter set forth  in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended in effect  on the date hereof, then all such Subsidiaries shall become Subsidiary Guarantors within  





 






  78  5 Business Days; provided, however, that any Subsidiary with total assets of less than  U.S.$250,000 shall not be considered in this calculation nor shall any such Subsidiary be  required to become a Subsidiary Guarantor as a result of this provision.  Section 5.20. Release from Certain Covenants.  If on any date the Notes have an  Investment Grade rating from both Rating Agencies and no Event of Default has  occurred and is continuing, and notwithstanding that the Notes may later cease to have  such Investment Grade ratings, the Company and its Restricted Subsidiaries shall be  released from their obligations to comply with Sections 5.04, 5.05, 5.06, 5.10 and Section  5.21(a)(ii)(C).  Section 5.21. Merger, Consolidations and Certain Sales of Assets of the  Company.  (a) The Company may not, in a single transaction or a series of related  transactions,  (i) consolidate with or merge into any other Person or permit any  other Person to consolidate with or merge into the Company; or  (ii) directly or indirectly, convey, transfer, sell, lease or otherwise  dispose of all or substantially all of the Company’s assets to any other Person,  unless:  (A) in a transaction in which the Company does not survive or  in which the Company sells, leases or otherwise disposes of all or  substantially all of its assets, the Company’s successor entity (1) shall  expressly assume, by a supplemental indenture executed and delivered to  the Trustee in form satisfactory to the Trustee, all of the Company’s  obligations under this Indenture and (2) is organized under the laws of (x)  Paraguay or (y) the United States or any State thereof or the District of  Columbia or (z) any other country if such successor entity undertakes, in  such supplemental indenture, to pay such additional amounts in respect of  principal (and premium, if any) and interest as may be necessary in order  that the net amounts paid pursuant to the Notes after deduction or  withholding of any present or future withholding taxes, levies, imports or  charges whatsoever imposed by or for the account of such country or any  political subdivision or taxing authority thereof or therein shall equal the  respective amounts of principal (and premium, if any) and interest  specified in the Notes;  (B) immediately after giving effect to such transaction and  treating any Debt which becomes the Company’s obligation or that of any  of its Restricted Subsidiaries as a result of such transaction as having  been Incurred by the Company or such Restricted Subsidiary at the time  of the transaction, no Default or Event of Default shall have occurred and  be continuing;  





 






  79  (C) immediately after giving effect to such transaction and  treating any Debt which becomes the Company’s obligation, or that of  any of its Restricted Subsidiaries, as a result of such transaction as having  been Incurred at the time of the transaction, (1) the Company (including  any successor entity) could Incur at least $1.00 of additional Debt  pursuant to Section 5.04(a) or (2) the Leverage Ratio would not be greater  than such ratio before giving effect to such transaction; provided,  however, that this clause (C)(2) will not apply if the Person merged or  consolidated with or into the Company is a Subsidiary of Millicom  incorporated in Paraguay and the transaction is carried out on terms not  materially less favorable to the Company than those that might be  obtained at the time from Persons that are not Affiliates of the Company,  and provided further, that this clause (C) will not apply if, in the good  faith determination of the Company’s Board of Directors, which  determination shall be evidenced by a Board Resolution, the principal  purpose of such transaction is to change the Company’s jurisdiction of  incorporation; and  (D) the Company has delivered to the Trustee an Officer’s  Certificate and an Opinion of Counsel, each stating that such  consolidation, merger, conveyance, transfer or lease and, if a  supplemental indenture is required in connection with such transaction,  such supplemental indenture, comply with this Section 5.21 and that all  conditions precedent herein provided for relating to such transaction have  been complied with.  (b) Upon any consolidation or merger in which of the Company with, or merger  of the Company is not the continuing corporation or any transfer (excluding any lease) of  all or substantially all of the assets of the Company in accordance with Section 5.21(a),  the successor Person shall succeed to, and be substituted for, and may exercise every  right and power of, the Company under the Notes and this Indenture with the same effect  as if such successor Person had been named as the Company.  Section 5.22. Change of Control.  Within 60 days of the occurrence of a Change  of Control Triggering Event, the Company will be required to make an Offer to Purchase  all Outstanding Notes at a purchase price equal to 101% of their principal amount plus  accrued interest and any additional amounts thereon to the date of purchase (subject to  the right of holders of record on the relevant Record Date to receive interest due on the  relevant Interest Payment Date).  ARTICLE 6  EVENTS OF DEFAULT AND REMEDIES  Section 6.01. Events of Default.  The following events shall each be an “Event  of Default” under the terms of the Notes and this Indenture:  (a) failure to pay principal of (or premium if any, on) any Note when due;  





 






  80  (b) failure to pay any interest (including Additional Amounts) on any Note  when due, continued for 30 days;  (c) default in the payment of principal and interest on Notes required to be  purchased pursuant to an Offer to Purchase as described under Section 5.22 when due  and payable;  (d) failure to perform or comply with the provisions described under Sections  5.21 and 5.04  (e) failure of the Company to perform any other of the covenants or agreements  under this Indenture or the Notes which failure continues for 60 days after written notice  to the Company by the Trustee or Holders of at least 25% in aggregate principal amount  of Outstanding Notes;  (f) default or defaults under the terms of any instrument evidencing or securing  the Company’s Debt or Debt of any Material Subsidiary having an outstanding principal  amount of $25 million individually or in the aggregate which default or defaults results in  the acceleration of the payment of such Indebtedness or constitutes the failure to pay such  Indebtedness when due at Stated Maturity after giving effect to the expiration of any  applicable grace periods (and other than by regularly scheduled required prepayment) and  such failure to make any payment has not been waived or the Stated Maturity of such  debt has not been extended;  (g) the rendering of a final judgment or judgments (not subject to appeal)  against the Company or any Material Subsidiary in an amount in excess of $25 million  which remains undischarged or unstayed for a period of 60 days after the date on which  the right to appeal has expired;  (h) the entry by a court having jurisdiction in the premises of (A) a decree or  order for relief in respect of the Company or any Material Subsidiary in an involuntary  case or proceeding under any applicable Federal, State or foreign bankruptcy, insolvency,  reorganization or other similar law or (B) a decree or order adjudging the Company or  any Material Subsidiary a bankrupt or insolvent, or approving as properly filed a petition  seeking reorganization, arrangement, adjustment or composition of or in respect of the  Company or any Material Subsidiary under any applicable federal, state or foreign law,  or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other  similar official of the Company or any Material Subsidiary or of any substantial part of  its property, or ordering the winding up or liquidation of its affairs, and the continuance  of any such decree or order for relief or any such other decree or order unstayed and in  effect for a period of 60 consecutive days; and  (i) the commencement by the Company or any Material Subsidiary of a  voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,  insolvency, reorganization or other similar law or of any other case or proceeding to be  adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order  for relief in respect of the Company or any Material Subsidiary in an involuntary case or  





 






  81  proceeding under any applicable federal, state or foreign bankruptcy, insolvency,  reorganization or other similar law or to the commencement of any bankruptcy or  insolvency case or proceeding against it, or the filing by it of a petition or answer or  consent seeking reorganization or relief under any applicable federal, state or foreign law,  or the consent by it to the filing of such petition or to the appointment of or taking  possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other  similar official of the Company or any Material Subsidiary or of any substantial part of  its property, or the making by it of an assignment for the benefit of creditors, or the  admission by it in writing of its inability to pay its debts generally as they become due, or  the taking of corporate action by the Company or any Material Subsidiary in furtherance  of any such action.  Section 6.02. Acceleration of Maturity; Rescission and Annulment.  (a) If an  Event of Default specified in Section 6.01(h) above shall occur, the maturity of all  Outstanding Notes shall automatically be accelerated and the principal amount of the  Notes, together with any premium, accrued interest or Additional Amounts thereon, shall  be immediately due and payable. If any other Event of Default shall occur and be  continuing, the Trustee or the Holders of not less than 25% of the aggregate principal  amount of the Notes then Outstanding may, by written notice to the Company (and to the  Trustee if given by Noteholders), declare the principal amount of the Notes, together with  accrued interest thereon, immediately due and payable. The right of the Noteholders to  give such acceleration notice shall terminate if the event giving rise to such right shall  have been cured before such right is exercised. Any such declaration may be annulled  and rescinded by written notice from the Trustee or Majority Noteholders to the  Company if (i) all amounts then due with respect to the Notes are paid (other than amount  due solely because of such declaration) and all other defaults with respect to the Notes  are cured, and (ii) the Company has paid the Trustee its reasonable compensation and  reimbursed the Trustee for its reasonable expenses, disbursements and advances in  connection with such acceleration and rescission.  (b) In case the Company shall fail to comply with its obligations under this  Indenture or the Notes and such failure shall be continuing, the Trustee will be under no  obligation to exercise any of its rights or powers under this Indenture at the request or  direction of any of the Noteholders, unless such Noteholders shall have offered to the  Trustee indemnity and/or security satisfactory to it. The Majority Noteholders will have  the right to direct the time, method and place of conducting any proceeding for any  remedy available to the Trustee or exercising any trust or power conferred on the Trustee,  provided that the Trustee may refuse to follow any direction that conflicts with the  provisions of this Indenture or applicable law, for which the Trustee is not indemnified  and/or provided with security to its satisfaction, may involve the Trustee in personal  liability, or for which the Trustee determines may be unduly prejudicial to the rights of  other Noteholders (it being understood that the Trustee does not have an affirmative duty  to ascertain whether or not any such directions are unduly prejudicial to the other  Noteholders).  Section 6.03. Delay or Omission Not Waiver.  No delay or omission of the  Trustee or of any Noteholder to exercise any right or remedy accruing upon any Event of  





 






  82  Default shall impair any such right or remedy or constitute a waiver of any such Event of  Default or an acquiescence therein. Every right and remedy given by this Article 8 or by  law to the Trustee or to the Noteholders may be exercised from time to time, and as often  as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.  No waiver of any Event of Default, whether by the Trustee or by the Noteholders, shall  extend to or shall affect any subsequent Event of Default or shall impair any remedy or  right consequent thereon.  Section 6.04. Waiver of Past Defaults.  (a) The Majority Noteholders may on  behalf of the Noteholders of all the Notes waive any past Default hereunder and its  consequences, except a Default not theretofore cured:  (i) in the payment of the principal of (or premium, if any) or interest  on any Note (including any Note which is required to have been purchased  pursuant to an Offer to Purchase made by the Company), or  (ii) in respect of a covenant or provision hereof which under Article 6  or Article 7 cannot be modified or amended without the consent of the Noteholder  of each Outstanding Note affected.  (b) Upon any such waiver, such Default shall cease to exist, and any Event of  Default arising therefrom shall be deemed to have been cured, for every purpose of this  Indenture; but no such waiver shall extend to any subsequent or other Default or impair  any right consequent thereon.  Section 6.05. Trustee May File Proofs of Claim.  (a) In case of pendency in any  receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any  other judicial proceedings relating to the Company or any obligor on the Notes or the  property of the Company or of such other obligor or their creditors, the Trustee  (irrespective of whether the principal of the Notes shall then be due and payable as  therein expressed or by declaration or otherwise and irrespective of whether the Trustee  shall have made any demand on the Company for payment of overdue principal or  interest) shall be entitled and empowered by intervention in such proceedings or  otherwise to:  (i) file and prove a claim for the whole amount of principal and  interest owed and unpaid in respect of the Notes and to file such other papers or  documents as may be necessary and advisable in order to have the claims of the  Trustee (including any claim for the reasonable compensation, expenses,  disbursements and advances of the Trustee, its agents and counsel and all other  amounts due to the Trustee under Section 7.05) and of the Noteholders allowed in  such judicial proceeding; and  (ii) collect and receive any moneys or other property payable or  deliverable on any such claims and to distribute same.  





 






  83  (b) In any such event, any receiver, assignee, trustee, liquidator or sequestrator  or other similar official in any such judicial proceeding is hereby authorized by each  Noteholder to make such payment to the Trustee and in the event that the Trustee shall  consent to the making of such payments directly to the Noteholders, to pay to the Trustee  any amount due to it for the reasonable compensation, expenses, disbursements and  advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee  under Section 7.05.  (c) Nothing herein contained shall be deemed to authorize the Trustee to  authorize or consent to or accept or adopt on behalf of any Noteholder any plan of  reorganization, arrangement, adjustment or composition affecting the Notes or the rights  of any Noteholder thereof, or to authorize the Trustee to vote in respect of the claim of  any Noteholder in any such proceeding.  (d) With the consent of the majority Noteholders, the Trustee shall be entitled  to participate as a member of any official committee of creditors in the matters it deems  advisable.  Section 6.06. Trustee May Enforce Claims Without Possession of Notes.  All  rights of action and claims under this Indenture or the Notes may be prosecuted and  enforced by the Trustee without the possession of any of the Notes or the production  thereof in any proceeding relating thereto, and any such proceeding instituted by the  Trustee shall be brought in its own name as trustee of an express trust, and any recovery  of judgment shall, after provision for the payment of the reasonable compensation,  expenses, disbursements and advances of the Trustee, its agent and counsel, be for the  ratable benefit of the Noteholders.  Section 6.07. Application of Money Collected.  Any money collected by the  Trustee with respect to the Notes shall be applied in the following order, at the date or  dates fixed by the Trustee and, in case of the distribution of such money on account of  principal or interest, upon presentation of the Notes and the notation thereon of the  payment if only partially paid and upon surrender thereof if fully paid:  FIRST: To the payment of all amounts due the Trustee under Section 7.05  hereof.  SECOND: To the payment of the amounts then due and unpaid upon the Notes  for principal and interest, in respect of which or for the benefit of which such  money has been collected, ratably among Notes, without preference or priority  of any kind, according to the amounts due and payable on such Notes for  principal and interest, respectively.  Section 6.08. Limitation on Suits.  No Noteholder shall have any right to institute  any proceeding, judicial or otherwise, with respect to this Indenture or the Notes or for  the appointment of a receiver or trustee, or for any other remedy hereunder, unless:  (a) such Noteholder has previously given written notice to the Trustee of a  continuing Event of Default with respect to Notes;  





 






  84  (b) the Noteholders of not less than 25% in aggregate principal amount of the  then Outstanding Notes shall have made written request to the Trustee to institute  proceedings in respect of such Event of Default in its own name as Trustee hereunder;  (c) such Noteholder or Noteholders have offered to the Trustee security and/or  indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in  compliance with such request;  (d) the Trustee for 60 calendar days after its receipt of such notice, request and  offer of security and/or indemnity has failed to institute any such proceeding; and  (e) no direction inconsistent with such written request has been given to the  Trustee during such 60-day period by the Majority Noteholders;  it being understood and intended that no one or more Noteholders shall have any right in  any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to  affect, disturb or prejudice the rights of any other Noteholder, or to obtain or to seek to  obtain priority or preference over any other Noteholder or to enforce any right under this  Indenture, except in the manner herein provided and for the equal and proportionate  benefit of all the Noteholders.  Section 6.09. Unconditional Right of Noteholders to Receive Principal and  Interest and Other Amounts.  Notwithstanding any other provisions in this Indenture, the  Noteholders shall have the right, which is absolute and unconditional, to receive payment  of the principal of and interest and other amounts on such Note on the respective  maturities or due dates expressed in such Note (or, in the case of redemption or  repayment, on the Optional Redemption Date, the Early Tax Redemption Date or the  Stated Maturity, as the case may be) and to institute suit for the enforcement of any such  payment, and such right shall not be impaired without the consent of such Noteholder.  Section 6.10. Restoration of Rights and Remedies.  If the Trustee or any  Noteholder has instituted any proceeding to enforce any right or remedy under this  Indenture and such proceeding has been discontinued or abandoned for any reason, then  and in every such case the Company the Trustee and the Noteholders shall, subject to any  determination in such proceeding, be restored severally and respectively to their former  positions hereunder, and thereafter all rights and remedies of the Trustee and the  Noteholders shall continue as though no such proceeding had been instituted.  Section 6.11. Rights and Remedies Cumulative.  Except as otherwise provided in  the last paragraph of Section 2.13, no right or remedy herein conferred upon or reserved  to the Trustee or to the Noteholders is intended to be exclusive of any other right or  remedy, and every right and remedy shall, to the extent permitted by law, be cumulative  and in addition to every other right and remedy given hereunder or now or hereafter  existing at law or in equity or otherwise. The assertion or employment of any right or  remedy hereunder, or otherwise, shall not prevent the concurrent assertion or  employment of any other appropriate right or remedy.  





 






  85  Section 6.12. Control by Noteholders.  The Majority Noteholders shall have the  right to direct the time, method and place of conducting any proceeding for any remedy  available to the Trustee or exercising any trust or power conferred on the Trustee with  respect to the Notes; provided that:  (a) the Trustee shall have the right to decline to follow any such direction if the  Trustee determines that the action so directed may not lawfully be taken or would conflict  with this Indenture or if the Trustee in good faith shall, by a Responsible Officer,  determine that the proceedings so directed would involve it in personal liability or it  reasonably believes it will not be indemnified to its satisfaction against the costs,  expenses and liabilities which might be incurred by it in complying with its request or be  unjustly prejudicial to the Noteholders not taking part in such direction; and  (b) the Trustee may take any other action deemed proper by the Trustee that is  not inconsistent with such direction.  Section 6.13. Undertaking for Costs.  All parties to this Indenture agree, and  each Noteholder by its acceptance thereof shall be deemed to have agreed, that any court  may in its discretion require, in any suit for the enforcement of any right or remedy under  this Indenture, or in any suit against the Trustee for any action taken or omitted by it as  Trustee, the filing by any part litigant in such suit of an undertaking to pay the costs of  such suit, and that such court may in its discretion assess reasonable costs, including  reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the  merits and good faith of the claims or defenses made by such party litigant; but the  provisions of this Section 6.13 shall not apply to any suit instituted by the Trustee, to any  suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more  than 10% in principal amount of then Outstanding Notes, or to any suit instituted by any  Noteholder for the enforcement of the payment of the principal of or interest on any Note  on or after the respective maturities expressed in such Note (or, in the case of redemption  or repayment, on or after the applicable redemption date).  Section 6.14. Waiver of Stay or Extension Laws.  The Company covenants (to  the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or  in any manner whatsoever claim or take the benefit or advantage of, any stay or extension  law wherever enacted, now or at any time hereafter in force, which may affect the  covenants or the performance of this Indenture; and the Company (to the extent that it  may lawfully do so) hereby expressly waives all benefit or advantage of any such law,  and covenants that it will not hinder, delay or impede the execution of any power herein  granted to the Trustee, but will suffer and permit the execution of every such power as  though no such law had been enacted.  ARTICLE 7  CONCERNING THE TRUSTEE  Section 7.01. Certain Rights and Duties of Trustee.  (a) Except during the  continuance of an Event of Default,  





 






  86  (i) the Trustee undertakes to perform only such duties as are  specifically set forth in this Indenture and no implied covenants or obligations  shall be read into this Indenture against the Trustee.  (ii) in the absence of bad faith on its part, the Trustee may  conclusively rely, as to the truth of the statements and the correctness of the  opinions expressed therein, upon certificates or opinions furnished to the Trustee;  but in the case of any such certificates or opinions which by any provision hereof  are specifically required to be furnished to the Trustee, the Trustee shall be under  a duty to examine the same to determine whether or not they conform to the  requirements of this Indenture (but need not confirm or investigate the accuracy  of mathematical calculations or other facts stated therein).  (b) In case an Event of Default has occurred (which has not been cured or  waived), the Trustee shall exercise such of the rights and powers vested in it by this  Indenture, and use the same degree of care and skill in their exercise, as a prudent Person  would exercise or use under the circumstances in the conduct of his or her own affairs.  (c) Any request, direction, order or demand of the Company mentioned herein  shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in  respect thereof be herein specifically prescribed); and any resolution of the Board of  Directors shall be evidenced to the Trustee by a copy thereof certified by the secretary or  an assistant secretary of the Company;  (d) The Trustee shall be under no obligation to exercise any of the trusts or  powers vested in it by this Indenture, and may refuse to perform any duty or exercise any  such rights or powers unless it shall have been offered security and/or indemnity to its  satisfaction against the costs, expenses and liabilities which may be incurred therein or  thereby;  (e) No provision of this Indenture shall be construed to relieve the Trustee from  liability for its own negligent action, its own negligent failure to act, or its own willful  misconduct, except that this subsection (e) shall not be construed to limit the effect of  subsection (a) of this Section 7.01;  (f) The Trustee may execute any of the trusts or powers hereunder or perform  any duties hereunder either directly or by or through agents, attorneys, custodians or  nominees and the Trustee shall not be responsible for any misconduct or negligence on  the part of any agent, attorney, custodian or nominee appointed with due care by it  hereunder;  (g) the Trustee shall not be liable with respect to any action taken or omitted to  be taken by it in good faith in accordance with the direction of the Majority Noteholders,  relating to the time, method and place of conducting any proceeding for any remedy  available to the Trustee, or exercising any trust or power conferred upon the Trustee,  under this Indenture; and  





 






  87  (h) The Trustee shall not be bound to make any investigation into the facts or  matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,  request, consent, entitlement order, approval or other paper or document;  (i) The Trustee shall have no obligation to invest and reinvest any cash held  pursuant to this Indenture in the absence of timely and specific written investment  direction from the Company. In no event shall the Trustee be liable for the selection of  investments or for investment losses incurred thereon. The Trustee shall have no liability  in respect of losses incurred as a result of the liquidation of any investment prior to its  stated maturity or the failure of the Company to provide timely written investment  direction;  (j) The Trustee shall not be deemed to have knowledge of any Default or Event  of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or  unless written notice of any event which is in fact such a Default or Event of Default is  received by the Trustee at the Corporate Trust Office of the Trustee, and such notice  references the Company, the Notes and this Indenture;  (k) The rights, privileges, protections, immunities and benefits given to the  Trustee, including, without limitation, its right to be indemnified, are extended to, and  shall be enforceable by, the Trustee in each of its capacities hereunder and under the  Notes, the Principal Paying Agent and each other agent, custodian and other Person  employed to act hereunder;  (l) The Trustee may request that the Company deliver an Officer’s Certificate  setting forth the names of individuals and/or titles of officers authorized at such time to  take specified actions pursuant to this Indenture, which Officer’s Certificate may be  signed by any Person authorized to sign an Officer’s Certificate, including any Person  specified as so authorized in any such certificate previously delivered and not superseded;  and  (m) No provision of this Indenture shall require the Trustee to expend or risk its  own funds or otherwise incur any financial liability in the performance of any of its  duties hereunder, or in the exercise of any of its rights or powers, if it shall have  reasonable grounds for believing that repayment of such funds or indemnity satisfactory  to it against such risk or liability is not reasonably assured to it. Whether or not therein  expressly so provided, every provision of this Indenture relating to the conduct or  affecting the liability of or affording protection to the Trustee shall be subject to the  provisions of this Section 7.01.  (n) The Trustee may reasonably request information, including an Officer’s  Certificate, from time to time, as necessary or appropriate in order to ascertain  compliance with the requirements of this Indenture and the Notes and may consult with  counsel and the advice or opinion of counsel shall be full and complete authorization and  protection in respect of any action taken or omitted by it hereunder in good faith and in  accordance with such advice or opinion of counsel.  





 






  88  (o) The Trustee shall not be responsible or liable for any failure or delay in the  performance of its obligations under this Indenture arising out of or caused, directly or  indirectly, by circumstances beyond its reasonable control, including without limitation,  acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage;  epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or  software) or communications service; accidents; labor disputes; acts of civil or military  authority or governmental actions; it being understood that the Trustee shall use  reasonable efforts, which are consistent with accepted practices in the banking industry,  to resume performance as soon as practicable under the circumstances.  (p) The Trustee is not required to give any bond or surety with respect to the  performance of its duties or the exercise of its powers under this Indenture.  (q) The permissive rights of the Trustee enumerated herein shall not be  construed as duties.  Section 7.02. Trustee Not Responsible for Recitals; Etc.  The recitals contained  herein and in the Notes, except the Trustee’s certificate of authentication, shall be taken  as the statements of the Company and the Trustee assumes no responsibility for the  correctness of the same. The Trustee makes no representations as to the validity or  sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the  use or application by the Company of any of the Notes or of the proceeds of such Notes.  Section 7.03. Trustee and Others May Hold Notes.  The Trustee or any Paying  Agent or Note Registrar or any other Authorized Agent, or any Affiliate thereof, in its  individual or any other capacity, may become the owner or pledgee of Notes and may  otherwise deal with the Company or any other obligor on the Notes with the same rights  it would have if it were not Trustee, Paying Agent, Note Registrar or such other  Authorized Agent.  Section 7.04. Moneys Held by Trustee or Paying Agent.  (a) Whenever the  Company shall have one or more Paying Agents, the Company will on or prior to 10 a.m.  one Business Day prior to each due date of the principal of (and premium, if any) or  interest on any Notes, make such payments by depositing with the Trustee or a Paying  Agent an amount sufficient to make such payments, such amount to be held in trust by  the Trustee or the Paying Agent for the benefit of the Persons entitled thereto, and (unless  such Paying Agent is the Trustee) such Paying Agents will promptly notify the Trustee of  the Company’s action or failure so to act. Each Paying Agent other than the Trustee, the  Principal Paying Agent and the Luxembourg Paying Agent shall execute and deliver to  the Trustee an instrument in which such Paying Agent shall agree with the Trustee,  subject to the provisions of this Section 7.04, to the effect that such Paying Agent will:  (i) hold all amounts held by it for the making of payments in respect  of the Notes in trust for the benefit of the Persons entitled thereto until such  amounts shall be paid to such Persons or otherwise disposed of as herein  provided;  





 






  89  (ii) provide the Trustee notice of any Default by the Company in the  making of payments in respect of the Notes; and  (iii) at any time during the continuance of any such Default, upon the  written request of the Trustee, forthwith pay to the Trustee all amounts so held in  trust by such Paying Agent.  (b) The Company may at any time, for the purpose of obtaining the satisfaction  and discharge of this Indenture or for any other purpose, pay or deliver, or direct any  Paying Agent to pay or deliver, to the Trustee all amounts held in trust by the Company  or such Paying Agent, such amounts to be held by the Trustee upon the same trusts as  those upon which such amounts were held by the Company or such Paying Agent; and,  upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be  released from all further liability with respect to such sums.  (c) Any money deposited with the Trustee or any Paying Agent, or then held by  the Company, in trust for the making of any payment in respect of any Note and  remaining unclaimed for two years after such payment has become due and payable shall  be paid or returned to the Company upon written request by the Company or (if then held  by the Company) shall be discharged from such trust; and Noteholders shall thereafter, as  unsecured general creditors, seek recourse only to the Company for payment thereof  (unless an applicable abandoned property law designates another Person), and all liability  of the Trustee or such Paying Agent with respect to such trust money, and all liability of  the Company, as trustee thereof, shall thereupon cease; provided that the Trustee or such  Paying Agent, before being required to make any such repayment, may at the expense of  the Company cause to be published once, in a newspaper published in the English  language, customarily published on each Business Day and of general circulation in the  Borough of Manhattan, The City of New York, notice that such money remains  unclaimed and that, after a date specified therein, which shall not be less than 30 days  from the date of such publication, any unclaimed balance of such money then remaining  will be repaid or redelivered to the Company.  Section 7.05. Compensation of the Trustee.  (a) The Company agrees:  (i) to pay to the Trustee (all references in this Section 7.05 to the  Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying  Agent, Note Registrar and Transfer Agent) from time to time such compensation  as the Company and the Trustee shall from time to time agree in writing for all  services rendered by it hereunder (which compensation shall not be limited by any  provision of law in regard to the compensation of a trustee of an express trust);  (ii) except as otherwise expressly provided herein, to reimburse the  Trustee upon its request for all reasonable expenses, disbursements and advances  incurred or made by the Trustee in accordance with any provision of this  Indenture (including the reasonable compensation and the expenses and  disbursements of its agents and counsel), except any such expense, disbursement  or advance as may be attributable to its negligence or willful misconduct; and  





 






  90  (iii) to indemnify each of the Trustee and its officers, employees,  directors and agents for, and to hold them harmless against, any loss, liability,  damage, claims or expense (including, without limitation, the fees and expenses  of its agents and legal counsel) incurred without negligence or willful misconduct  on its part, arising out of or in connection with the acceptance or administration of  this trust, including the costs and expenses of defending itself against any claim or  liabilities in connection with the exercise of its rights and/or performance of any  of its powers or duties hereunder.  (b) When the Trustee incurs expenses or renders services in connection with an  Event of Default specified in Section 6.01(h), the expenses (including the reasonable  charges and expenses of its counsel) and the compensation for the services are intended  to constitute expenses of administration under any applicable Federal or state bankruptcy,  insolvency or other similar law.  (c) The Trustee and the Principal Paying Agent shall have a lien prior to the  Noteholders as to all property and funds held by it hereunder for any amount owing it or  any predecessor Trustee or Principal Paying Agent pursuant to this Section 7.05, except  with respect to funds held in trust for the benefit of the Holders of particular Notes.  (d) The provisions of this Section 7.05 shall survive the termination of this  Indenture and the resignation or removal of the Trustee.  Section 7.06. Right of Trustee to Rely on Officer’s Certificates and Opinions of  Counsel.  Before the Trustee acts or refrains from acting with respect to any matter  contemplated by this Indenture, it may require an Officer’s Certificate of the Company or  an Opinion of Counsel, which shall conform to the provisions of Section 13.01. The  Trustee shall not be liable for any action it takes or omits to take in good faith in reliance  on such certificate or opinion as set forth in Section 7.01(a)(ii).  Section 7.07. Persons Eligible for Appointment as Trustee.  There shall at all  times be a Trustee hereunder which shall be a corporation organized and doing business  under the laws of the United States or of any State, authorized under such laws to  exercise corporate trust powers, having a combined capital and surplus of at least  $5,000,000, subject to supervision or examination by Federal or state authority. If such  corporation publishes reports of condition at least annually, pursuant to law or to the  requirements of the aforesaid supervising or examining authority, then for the purposes of  this Section 7.07, the combined capital and surplus of such corporation shall be deemed  to be its combined capital and surplus as set forth in its most recent report of condition so  published. In case at any time the Trustee shall cease to be eligible in accordance with  this Section 7.07, the Trustee shall resign immediately in the manner and with the effect  specified in Section 7.08.  Section 7.08. Resignation and Removal of Trustee; Appointment of Successor.   (a) No resignation or removal of the Trustee and no appointment of a successor Trustee  pursuant to this Article 7 shall become effective until the acceptance of appointment by  the successor Trustee under Section 7.09.  





 






  91  (b) The Trustee may resign at any time by giving written notice thereof to the  Company. If an instrument of acceptance by a successor Trustee shall not have been  delivered to the Trustee within 30 days after the giving of such notice of resignation, the  resigning Trustee may petition any court of competent jurisdiction for the appointment of  a successor Trustee.  (c) The Trustee may be removed at any time by Act of the Majority  Noteholders, delivered to the Trustee and to the Company.  (d) If at any time:  (i) the Trustee shall cease to be eligible under Section 7.07 and shall  fail to resign after written request therefor by the Company or by any such  Noteholder, or  (ii) the Trustee shall become incapable of acting or shall be adjudged a  bankrupt or insolvent or a receiver of the Trustee or of its property shall be  appointed or any public officer shall take charge or control of the Trustee or of its  property or affairs for the purpose of rehabilitation, conservation or liquidation,  then, in any such case, (i) the Company by a Board Resolution may remove the Trustee,  or (ii) any Noteholder who has been a bona fide Noteholder for at least six months may,  on behalf of himself and all others similarly situated, petition any court of competent  jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.  (e) If the Trustee shall resign, be removed or become incapable of acting, or if  a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board  Resolution, shall promptly appoint a successor Trustee. If, within one year after such  resignation, removal or incapability, or the occurrence of such vacancy, a successor  Trustee shall be appointed by Act of the Majority Noteholders delivered to the Company  and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its  acceptance of such appointment, become the successor Trustee and supersede the  successor Trustee appointed by the Company. If no successor Trustee shall have been so  appointed by the Company or the Noteholders and accepted appointment in the manner  hereinafter provided, any Noteholder who has been a bona fide Noteholder for at least six  months may, on behalf of himself and all others similarly situated, petition any court of  competent jurisdiction for the appointment of a successor Trustee.  (f) The Company shall give notice of each resignation and each removal of the  Trustee and each appointment of a successor Trustee to all Noteholders in the manner  provided in Section 13.04. Each notice shall include the name of the successor Trustee  and the address of its Corporate Trust Office.  Section 7.09. Acceptance of Appointment by Successor Trustee.  Every successor  Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and  to the retiring Trustee an instrument accepting such appointment within 60 days of such  resignation or removal, and thereupon the resignation or removal of the retiring Trustee  shall become effective and such successor Trustee, without any further act, deed or  





 






  92  conveyance, shall become vested with all the rights, powers, trusts and duties of the  retiring Trustee; but, on request of the Company, or the successor Trustee, such retiring  Trustee shall, upon payment of its charges, execute and deliver an instrument transferring  to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall  duly assign, transfer and deliver to such successor Trustee all property and money held  by such retiring Trustee hereunder. Upon request of any such successor Trustee, the  Company shall execute any and all instruments for more fully and certainly vesting in  and confirming to such successor Trustee all such rights, powers and trusts.  (a) If an instrument of acceptance shall not have been delivered to the Trustee  within 60 days after giving such notice of resignation or removal, as the case may be, the  Trustee resigning or being removed, as the case may be, may petition, at the expense of  the Company, any court of competent jurisdiction for the appointment of a Successor  Trustee.  (b) No successor Trustee shall accept its appointment unless at the time of such  acceptance such successor Trustee shall be qualified and eligible under this Article 7.  (c) Any Person into which the Trustee may be merged or converted or with  which it may be consolidated, or any Person resulting from any merger, conversion or  consolidation to which the Trustee shall be a party, or any Person succeeding to all or  substantially all the corporate trust business of the Trustee, shall be the successor of the  Trustee hereunder without the execution or filing of any paper or any further act on the  part of any of the parties hereto; provided that such successor Trustee shall be qualified  and eligible under the provisions of Section 7.07 hereof.  (d) In case at the time such successor to the Trustee shall succeed to the trusts  created by this Indenture, any of the Notes shall have been authenticated but not  delivered by the Trustee then in office, any such successor to such authenticating Trustee  may adopt such certificate of authentication and deliver the Notes so authenticated and in  such case such certificate shall have the same force under the Notes and under this  Indenture as if authenticated by such predecessor Trustee.  (e) Notwithstanding the replacement of the Trustee pursuant to Section 7.08,  the Company’s obligations under Section 7.05 shall continue for the benefit of the  retiring Trustee with respect to matters or actions arising prior to such replacement.  Section 7.10. Appointment of Authenticating Agent.  (a) At any time when any Notes remain Outstanding, the Trustee may, at the  expense of the Company, appoint an authenticating agent or agents with respect to the  Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes  issued upon original issuance, exchange, registration of transfer or redemption thereof or  pursuant to Section 2.12 (an “Authenticating Agent”), and Notes so authenticated shall  be entitled to the benefits of this Indenture and shall be valid and obligatory for all  purposes as if authenticated by the Trustee hereunder (it being understood that wherever  reference is made in this Indenture to the authentication and delivery of Notes by the  





 






  93  Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to  include authentication and delivery on behalf of the Trustee by an Authenticating Agent  and a certificate of authentication executed on behalf of the Trustee by an Authenticating  Agent). Each Authenticating Agent shall be acceptable to the Company and shall at all  times be a corporation organized and doing business under the laws of the United States,  any State thereof or the District of Columbia, authorized under such laws to act as  Authenticating Agent, having a combined capital and surplus of not less than  $50,000,000 and subject to supervision or examination by Federal or state authority. If  such Authenticating Agent publishes reports of condition at least annually, pursuant to  law or to the requirements of said supervising or examining authority, then for the  purposes of this Section 7.10Section 7.11, the combined capital and surplus of such  Authenticating Agent shall be deemed to be its combined capital and surplus as set forth  in its most recent report of condition so published. If at any time an Authenticating Agent  shall cease to be eligible in accordance with the provisions of this Section 7.10, such  Authenticating Agent shall resign immediately in the manner and with the effect  specified in this Section 7.10.  (b) Any corporation into which an Authenticating Agent may be merged or  converted or with which it may be consolidated, or any corporation resulting from any  merger, conversion or consolidation to which such Authenticating Agent shall be a party,  or any corporation succeeding to the corporate agency or corporate trust business of an  Authenticating Agent, shall continue to be an Authenticating Agent, provided such  corporation shall be otherwise eligible under this Section 7.10, without the execution or  filing of any paper or any further act on the part of the Trustee or the Authenticating  Agent.  (c) An Authenticating Agent may resign at any time by giving written notice  thereof to the Trustee and to the Company. The Trustee may at any time terminate the  agency of an Authenticating Agent by giving written notice thereof to such  Authenticating Agent and to the Company. Upon receiving such a notice of resignation or  upon such a termination, or in case at any time such Authenticating Agent shall cease to  be eligible in accordance with the provisions of this Section 7.10, the Trustee may  appoint a successor Authenticating Agent which shall be acceptable to the Company and  shall mail written notice of such appointment by first-class mail, postage prepaid, to all  Noteholders as their names and addresses appear in the Note Register. Any successor  Authenticating Agent upon acceptance of its appointment hereunder shall become vested  with all the rights, powers and duties of its predecessor hereunder, with like effect as if  originally named as an Authenticating Agent. No successor Authenticating Agent shall be  appointed unless eligible under the provisions of this Section 7.10.  (d) The Trustee agrees to pay to each Authenticating Agent from time to time  reasonable compensation for its services under this Section 7.10, and the Trustee shall be  entitled to be reimbursed for such payments, subject to the provisions of Section 7.05.  (e) If an appointment is made pursuant to this Section 7.10, the Notes may have  endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative  certificate of authentication in the following form:  





 






  94  “This Note is one of the Notes referred to in the within-mentioned Indenture.  CITIBANK, N.A.,  as Trustee  By:    As Authenticating Agent     By:    Authorized Officer       Section 7.11. Appointment of Note Registrar, Paying Agents and Transfer Agent.   The Company initially appoints Citibank, N.A., as Note Registrar, Principal Paying  Agent and Transfer Agent and Banque Internationale à Luxembourg SA, as Luxembourg  Paying Agent and Transfer Agent in Luxembourg in connection with the Notes. The  agents hereby appointed accept such appointment and agree and undertake to comply  with all the provisions of this Indenture.  In acting hereunder and in connection with the  Notes, each of the Principal Paying Agent, the Note Registrar and the Transfer Agent  shall act solely as agents of the Issuer, and will not thereby assume any obligations  towards or relationship of agency or trust for or with any Holder, except as expressly  stated elsewhere in this Indenture (including, for the avoidance of doubt, Sections 7.04  and 7.05 hereof).  So long as the Notes are listed on the Luxembourg Stock Exchange, the Company  will maintain a Paying Agent and Transfer Agent in Luxembourg. If the Notes are listed  on any other securities exchange, the Company will satisfy any requirement at such  securities exchange as to paying agents. So long as the Notes are listed on the  Luxembourg Stock Exchange, any change in the Luxembourg Paying Agent shall be  notified to Noteholders by publication of notices to the Noteholders in accordance with  the provisions of Section 13.04 of this Indenture.  Copies of all written information provided by the Company hereunder, including  without limitation, all such information and financial statements provided to the Trustee  under Section 5.14 hereof, shall be sent by first class mail to the Luxembourg Paying  Agent at its offices at 69, route d’Esch, L-2953 Luxembourg, or such other address as  shall be designated by the Luxembourg Paying Agent to the Trustee and the Company.  Section 7.12. Reports by Trustee.  (a) So long as any Notes are Outstanding  hereunder, the Trustee shall transmit to the Noteholders, at intervals of not more than 12  months, a brief report with respect to any of the following events which solely with  respect to clause (v) below, may have occurred within the previous 12 months (but if no  such event has occurred within such period no report need be transmitted):  





 






  95  (i) Its eligibility under Section 7.07, or in lieu thereof, if to the best of  its knowledge it has continued to be eligible under such Section, a written  statement to such effect;  (ii) The character and amount of any advances (and if the Trustee  elects so to state, the circumstances surrounding the making thereof) made by the  Trustee (as such) which remain unpaid on the date of such report, and for the  reimbursement of which it claims or may claim a lien or charge, prior to that of  the Notes, on any property or funds held or collected by it as Trustee, except that  the Trustee shall not be required (but may elect) to report such advances if such  advances so remaining unpaid aggregate not more than 0.5% of the principal  amount of the Notes Outstanding on the date of such report;  (iii) The amount, interest rate and maturity date of all other  Indebtedness owing by the Company (or any other obligor on the Notes) to the  Trustee in its individual capacity, on the date of such report, with a brief  description of any property held as collateral security therefor;  (iv) The property and funds, if any, physically in the possession of the  Trustee as such on the date of such report;  (v) Any additional issue of Notes which the Trustee has not previously  reported; and  (vi) Any action taken by the Trustee in the performance of its duties  hereunder which it has not previously reported and which in its opinion materially  affects the Notes.\  (b) A copy of each such report shall, at the time of such transmission to  Noteholders, be filed by the Trustee with each stock exchange upon which the Note are  listed and with the Company. The Company will notify the Trustee when the Notes are  listed on any stock exchange.  Section 7.13. Waiver of Damages.  Anything in this Indenture to the contrary  notwithstanding, in no event shall the Trustee or any Agent be liable under or in  connection with this Indenture for indirect, special, incidental, punitive or consequential  losses or damages of any kind whatsoever, including but not limited to lost profits,  whether or not foreseeable, even if the Trustee or such Agent has been advised of the  possibility thereof and regardless of the form of action in which such damages are sought.  ARTICLE 8  CONCERNING THE HOLDERS  Section 8.01. Acts of Noteholders.  (a) Any request, demand, authorization,  direction, notice, consent, waiver or other action provided by this Indenture to be given or  taken by Noteholders (collectively, an “Act” of such Noteholders, which term also shall  refer to the instruments or record evidencing or embodying the same) may be embodied  





 






  96  in and evidenced by one or more instruments of substantially similar tenor signed by such  Noteholders in person or by agent duly appointed in writing; and, except as herein  otherwise expressly provided, such action shall become effective when such instrument  or instruments are received by the Trustee and, where it is hereby expressly required, by  the Company. Proof of execution of any such instrument or of a writing appointing any  such agent shall be sufficient for any purpose of this Indenture and (subject to Section  7.01) conclusive in favor of the Trustee, and the Company, if made in the manner  provided in this Section 8.01.  (b) The fact and date of the execution by any Person of any such instrument or  writing may be proved by the affidavit of a witness of such execution or by a certificate  of a notary public or other officer authorized by law to take acknowledgments of deeds,  certifying that the individual signing such instrument or writing acknowledged to him the  execution thereof. Where such execution is by a signer acting in a capacity other than his  individual capacity, such certificate or affidavit shall also constitute sufficient proof of  such Person’s authority. The fact and date of the execution of any such instrument or  writing, or the authority of the Person executing the same, may also be proved in any  other manner which the Trustee deems sufficient.  (c) The ownership of the Notes, the principal amount and serial numbers of  Notes held by any Person, and the date or dates of holding the same, shall be proved by  the Note Register and the Trustee shall not be affected by notice to the contrary.  (d) Any Act of any Noteholder (i) shall bind the Holder of such Note and every  future Noteholder of the same Note and the Noteholder of every Note issued upon the  transfer thereof or the exchange therefore or in lieu thereof in respect of anything done,  omitted or suffered to be done by the Trustee, or the Company in reliance thereon,  whether or not notation of such action is made upon such Note.  (e) The Company may fix any day as the record date for the purpose of  determining the Noteholders entitled to give or take any request, demand, authorization,  direction, notice, consent, waiver or other action, or to vote on any action, authorized or  permitted to be given or taken by Noteholders. If not set by the Company prior to the first  solicitation of a Noteholder made by any Person in respect of any such action, or, in the  case of any such vote, prior to such vote, the record date for any such action or vote shall  be the 30th day (or, if later, the date of the most recent list of Noteholders required to be  provided pursuant to Section 2.19) prior to such first solicitation or vote, as the case may  be. With regard to any record date, only the Holders on such date (or their duly  designated proxies) shall be entitled to give or take, or vote on, the relevant action.  (f) The Notes shall vote and consent together on all matters as one class, and  none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a  separate class on any matter.  Section 8.02. Notes Owned by Company and Affiliates Deemed Not Outstanding.   In determining whether the Holders of the requisite aggregate principal amount of Notes  have concurred in any request, demand, authorization, direction, notice, consent and  





 






  97  waiver or other Act under this Indenture, Notes which are owned by the Company or any  Affiliate of either of the foregoing shall be disregarded and deemed not to be Outstanding  for the purpose of any such determination except that for the purposes of determining  whether the Trustee shall be protected in relying on any such direction, consent or  waiver, only Notes for which a Responsible Officer of the Trustee has received written  notice of such ownership as conclusively evidenced by the Note Register shall be so  disregarded. The Company shall furnish the Trustee, upon its reasonable request, with a  list of such Affiliates. In case of a dispute as to such right, any decision by the Trustee,  taken upon the advice of counsel, shall be full protection to the Trustee.  ARTICLE 9  RESERVED   ARTICLE 10  SUPPLEMENTAL INDENTURES  Section 10.01. Supplemental Indenture with Consent of Noteholders.  (a) With the  consent of the Majority Noteholders, by act of said Noteholders delivered to the  Company and the Trustee, the Company, when authorized by a Board Resolution, and the  Trustee may enter into an indenture or indentures supplemental hereto for the purpose of  adding any provisions to or changing in any manner or eliminating any of the provisions  of this Indenture or of modifying in any manner the rights of the Noteholders under this  Indenture (including, without limitation, any modification to the provisions of this  Indenture with respect to any Offer to Purchase, provided such modifications are effected  prior to the mailing to any Noteholder of an Offer with respect to such Offer to  Purchase); provided, however, that no such supplemental indenture shall, without the  consent of the Holders of 90% of the aggregate principal amount of then Outstanding  Notes affected thereby,  (i) change the Stated Maturity of the principal of, or any installment  of interest on, any Note, or reduce the principal amount thereof or the rate of  interest thereon or any premium payable upon the redemption thereof, or change  the Place of Payment where, or the coin or currency in which, any Note or any  premium or interest thereon is payable, or impair the right of the Noteholders to  institute suit for the enforcement of any such payment on or after the Stated  Maturity thereof (or, in the case of redemption or repayment, on or after the Early  Tax Redemption Date, the Optional Redemption Date or the Payment Date, as the  case may be), or  (ii) reduce the percentage in principal amount of the Outstanding  Notes, the consent of whose Noteholders is required for any such supplemental  indenture, or the consent of whose Noteholders is required for any waiver (of  compliance with certain provisions of this Indenture or certain Defaults hereunder  and their consequences) provided for in this Indenture, or  (iii) following the mailing to a Noteholder of an Offer with respect to  an Offer to Purchase and until the Expiration Date of such Offer to Purchase,  





 






  98  modify the provisions of this Indenture with respect to such Offer to Purchase in a  manner adverse to such Noteholder.  (b) It shall not be necessary for any Act of Noteholders under this Section  10.01 to approve the particular form of any proposed supplemental indenture, but it shall  be sufficient if such Act shall approve the substance thereof.  Section 10.02. Supplemental Indentures Without Consent of Noteholders.   Without the consent of any Noteholders, the Company, when authorized by a Board  Resolution, and the Trustee, at any time and from time to time, may enter into one or  more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the  following purposes:  (a) to evidence the succession of another Person to the Company and the  assumption by any such successor of the covenants of the Company, as applicable, and in  the Notes, as applicable; or  (b) to add to the covenants of the Company for the benefit of the Noteholders,  or to surrender any right or power herein conferred upon the Company; or  (c) to secure the Notes pursuant to the requirements of Section 5.08 or  otherwise; or  (d) to cure any ambiguity, to correct or supplement any provision herein which  may be inconsistent with any other provision herein, or to make any other provisions with  respect to matters or questions arising under this Indenture which shall not be  inconsistent with the provisions of this Indenture, provided that such action pursuant to  this clause (d) shall not adversely affect the interests of the Noteholders in any material  respect; or  (e) to provide for the issuance of Additional Notes in accordance with the  limitations set forth in this Indenture as of the date hereof; or  (f) to modify, eliminate or add to the provisions of this Indenture to permit or  facilitate the issuance of Global Notes and matters related thereto, provided that such  action pursuant to this clause (f) shall not adversely affect the interests of the Noteholders  in any material respect.  Section 10.03. Execution of Supplemental Indentures.  In executing, or accepting  the additional trusts created by, any supplemental indenture permitted by this Article 10  or the modifications thereby of the trusts created by this Indenture, the Trustee shall be  entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon,  in addition to the documents required by Section 13.01, an Officer’s Certificate and an  Opinion of Counsel each stating that the execution of such supplemental indenture is  authorized or permitted by this Indenture and all conditions precedent to the execution of  such supplemental indenture have been met. The Trustee may, but shall not be obligated  





 






  99  to, enter into any such supplemental indenture which affect the Trustee’s own rights,  duties or immunities under this Indenture, the Notes or otherwise.  Section 10.04. Effect of Supplemental Indentures.  Upon the execution of any  supplemental indenture under this Article 10, this Indenture shall be modified in  accordance therewith, and such supplemental indenture shall form a part of this Indenture  for all purposes; and every Holder of Notes theretofore or thereafter authenticated and  delivered hereunder shall be bound thereby.  Section 10.05. Reference in Notes to Supplemental Indentures.  Notes  authenticated and delivered after the execution of any supplemental indenture pursuant to  this Article 10 may, and shall if required by the Trustee, bear a notation in form approved  by the Trustee as to any matter provided for in such supplemental indenture. If the  Company shall so determine, new Notes so modified as to conform, in the opinion of the  Trustee and the Board of Directors, to any such supplemental indenture may be prepared  and executed by the Company and upon receipt of a Company Order, authenticated and  delivered by the Trustee in exchange for Outstanding Notes.  ARTICLE 11  SATISFACTION AND DISCHARGE  Section 11.01. Satisfaction and Discharge of Indenture.  This Indenture will be  discharged and will cease to be of further effect as to all Notes issued hereunder, when:   (a) either  (i) all Notes that have been authenticated, except lost, stolen or  destroyed Notes that have been replaced or paid and Notes for whose payment  money has been deposited in trust and thereafter repaid to the Issuer, have been  delivered to the Trustee for cancellation; or  (ii) all Notes that have not been delivered to the Trustee for  cancellation have become due and payable by reason of the mailing of a notice of  redemption or otherwise or will become due and payable within one year and the  Issuer has irrevocably deposited or caused to be deposited with the Trustee as  trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non- callable Government Securities, or a combination of cash in U.S. dollars and non- callable Government Securities, in each case, in amounts as will be sufficient,  without consideration of any reinvestment of interest, to pay and discharge the  entire Debt on the Notes not delivered to the Trustee for cancellation for principal,  premium and Additional Amounts, if any, and accrued interest to the date of  maturity or redemption;  (b) the Issuer has paid or caused to be paid all sums payable by it under this  Indenture; and  





 






  100  (c) the Issuer has delivered irrevocable instructions to the Trustee under this  Indenture to apply the deposited money toward the payment of the Notes at maturity or  on the redemption date, as the case may be.  In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to  the Trustee stating that all conditions precedent to satisfaction and discharge have been  satisfied; provided that any such counsel may rely on any Officer’s Certificate as to  matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c) of  this Section 11.01.  (d) Notwithstanding the satisfaction and discharge of this Indenture, if money  has been deposited with the Trustee pursuant to Section 11.01(a)(ii), the provisions of  Section 11.02 and Section 7.04(c) hereof will survive. In addition, nothing in this Section  11.01 will be deemed to discharge those provisions of Section 7.05 hereof, that, by their  terms, survive the satisfaction and discharge of this Indenture.  Section 11.02. Application of Trust Money.  All money deposited with the Trustee  pursuant to Section 11.01 shall be held in trust and applied by it to the payment, either  directly or through any Paying Agent (including the Company acting as its own Paying  Agent) as the Trustee may determine, to the Noteholders for whose payment or  redemption such money has been deposited with the Trustee, of all sums due and to  become due thereon for principal (and premium, if any) and interest; but such money  need not be segregated from other funds except to the extent required by law.  ARTICLE 12  DEFEASANCE  Section 12.01. Company’s Option to Effect Defeasance or Covenant Defeasance.   Each of the Company may at its option by a Board Resolution, at any time, elect to have  either Section 12.02 or Section 12.03 applied to the Outstanding Notes upon compliance  with the conditions set forth below in this Article 12.  Section 12.02. Defeasance and Discharge.  Upon the Company’s exercise of the  option provided in Section 12.01 to have this Section 12.02 applied to the Outstanding  Notes, the Company may be deemed to have been discharged from its obligations with  respect to the Outstanding Notes on the date the conditions in Section 12.04 are satisfied  (a “Defeasance”). For this purpose, such Defeasance means that the Company shall be  deemed to have paid and discharged the entire Indebtedness represented by the  Outstanding Notes and to have satisfied all its other obligations under the Notes and this  Indenture (and the Trustee, at the expense of the Company, shall execute proper  instruments acknowledging the same) except for the following, which shall survive until  otherwise terminated or discharged hereunder: (a) the rights of such Noteholders to  receive, solely from the trust fund described in Section 12.04 and as more fully set forth  in such Section 12.04, payments in respect of the principal of (and premium, if any) and  interest (including any Additional Amounts) on the Notes when such payments are due,  (b) the Company’s obligations, as applicable, with respect to such Notes under Sections  





 






  101  2.12, 2.13, 5.01, and 7.05, (c) the rights, powers, trusts, duties and immunities of the  Trustee hereunder and (d) this Article 12 and the Company’s obligations to the Trustee  under Section 7.05. Subject to compliance with this Article 12, the Company may  exercise its option under this Section 12.02 notwithstanding the prior exercise of its  option under Section 12.03.  Section 12.03. Covenant Defeasance.  Upon the Company’s exercise of the option  provided in Section 12.01 to have this Section 12.03 applied to the Notes, (i) the  Company may be released from its obligations under Article 5 with respect to the Notes  and (ii) the occurrence of a breach or violation of any such covenant (except with respect  to Section 6.01(a) and (b)) shall not be deemed to be an Event of Default (a “Covenant  Defeasance”). For this purpose, such Covenant Defeasance means that the Company may  omit to comply with and shall have no liability in respect of any term, condition or  limitation set forth in any such Section or clause, whether directly or indirectly by reason  of any reference elsewhere herein to any such Section or clause or by reason of any  reference in any such Section or clause to any other provision herein or in any other  document, but the remainder of this Indenture and such Notes shall be unaffected  thereby.  Section 12.04. Conditions to Defeasance or Covenant Defeasance.  The following  shall be the conditions to application of either Section 12.02 or Section 12.03 to the then  Outstanding Notes:  (a) The Company shall irrevocably have deposited or caused to be deposited  with the Trustee (or another trustee satisfying the requirements of Section 7.07 who shall  agree to comply with the provisions of this Article 12 applicable to it) as trust funds in  trust for the purpose of making the following payments, specifically pledged as security  for, and dedicated solely to, the benefit of the Noteholders, (i) U.S. dollars, or (ii) U.S.  Government Obligations or (iii) a combination thereof, which through the scheduled  payment of principal and interest in respect thereof in accordance with their terms will  provide, not later than one Business Day before the due date of any payment, money in  an amount, sufficient, in the opinion of an internationally recognized firm of independent  public accountants expressed in a written certification thereof delivered to the Trustee, to  pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee)  to pay and discharge, the principal of (and premium, if any) and each installment of  interest on the Notes on the Stated Maturity of such principal of or installment of interest  in accordance with the terms of this Indenture and such Notes. For this purpose, “U.S.  Government Obligations” means securities that are (x) direct obligations of the United  States for the payment of which its full faith and credit is pledged or (y) obligations of a  Person controlled or supervised by and acting as an agency or instrumentality of the  United States the payment of which is unconditionally guaranteed as a full faith and  credit obligation by the United States, which, in either case, are not callable or  redeemable at the option of the company thereof, and shall also include a depository  receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian  with respect to any such U.S. Government Obligation or a specific payment of principal  of or interest on any such U.S. Government Obligation held by such custodian for the  





 






  102  account of the holder of such depository receipt, provided that (except as required by  law) such custodian is not authorized to make any deduction from the amount payable to  the holder of such depository receipt from any amount received by the custodian in  respect of the U.S. Government Obligation or the specific payment of principal of or  interest on the U.S. Government Obligation evidenced by such depository receipt.  (b) In the case of an election under Section 12.02, the Company shall have  delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received  from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii)  since the date of this Indenture there has been a change in the applicable United States  Federal income tax law or the interpretation thereof, in either case to the effect that, and  based thereon such opinion shall confirm that, the Noteholders will not recognize gain or  loss for United States federal income tax purposes as a result of such deposit, defeasance  and discharge and will be subject to United States Federal income tax on the same  amount, in the same manner and at the same times as would have been the case if such  deposit, defeasance and discharge had not occurred.  (c) In the case of an election under Section 12.03, the Company shall have  delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders will not  recognize gain or loss for United States Federal income tax purposes as a result of such  deposit and Covenant Defeasance and will be subject to United States Federal income tax  on the same amount, in the same manner and at the same times as would have been the  case if such deposit and Covenant Defeasance had not occurred.  (d) No Default or Event of Default (other than an Event of Default resulting  from the borrowing of funds to be applied to such deposit) shall have occurred and be  continuing on the date of such deposit or, insofar as Section 6.01(h) are concerned with  respect to the Company, at any time during the period ending on the 91st day after the  date of such deposit (it being understood that this condition shall not be deemed satisfied  until the expiration of such period).  (e) Such Defeasance or Covenant Defeasance shall not result in a breach or  violation of, or constitute a default under, any other agreement or instrument to which the  Company is a party or by which it is bound.  (f) The Company shall have delivered to the Trustee an Officer’s Certificate  and an Opinion of Counsel each stating that all conditions precedent provided for relating  to either the Defeasance under Section 12.02 or the Covenant Defeasance under Section  12.03, as the case may be, have been complied with.  Section 12.05. Deposited Money and U.S. Government Obligations to Be Held in  Trust; Other Miscellaneous Provisions.  (a) Subject to the provisions of Section 7.04, all  money and U.S. Government Obligations (including the proceeds thereof) deposited with  the Trustee pursuant to Section 12.04 in respect of such Notes shall be held in trust and  applied by the Trustee, in accordance with the provisions of the Notes and this Indenture,  to the payment, either directly or through any Paying Agent (including the Company  acting as its own Paying Agent) as the Trustee may determine, to the Noteholders, of all  





 






  103  sums due and to become due thereon in respect of principal (and premium, if any) and  interest, but such money need not be segregated from other funds except to the extent  required by law. Money so held in trust shall not be subject to the provisions of this  Article 12.  (b) The Company shall pay and indemnify the Trustee against any tax, fee or  other charge imposed on or assessed against the U.S. Government Obligations deposited  pursuant to Section 12.04 or the principal and interest received in respect thereof other  than any such tax, fee or other charge which by law is for the account of the Noteholders.  (c) Anything in this Article 12 to the contrary notwithstanding, the Trustee  shall deliver or pay to the Company from time to time upon request of the Company any  money or U.S. Government Obligations held by it as provided in Section 12.04 which, in  the opinion of an internationally recognized firm of independent public accountants  expressed in a written certification thereof delivered to the Trustee (at the Company’s  expense), are in excess of the amount thereof which would then be required to be  deposited to effect an equivalent defeasance or covenant defeasance.  Section 12.06. Reinstatement.  If the Trustee or the Paying Agent is unable to  apply any money in accordance with Section 12.02 or 12.03 by reason of any order or  judgment of any court or governmental authority enjoining, restraining or otherwise  prohibiting such application, then the obligations of the Company under this Indenture  and the Notes shall be revived and reinstated as though no deposit had occurred pursuant  to this Article 12 until such time as the Trustee or Paying Agent is permitted to apply all  such money in accordance with Section 12.02 or 12.03; provided, however, that if the  Company makes any payment of principal of (and premium, if any) or interest on or  Additional Amounts in respect of any Note following the reinstatement of its obligations,  the Company shall be subrogated to the rights of the Noteholders to receive such payment  from the money held by the Trustee or the Paying Agent.  ARTICLE 13  MISCELLANEOUS  Section 13.01. Compliance Certificates and Opinions.  (a) Upon any written  application or request by the Company to the Trustee that the Trustee take any action  under any provision of this Indenture, the Company shall furnish to the Trustee an  Officer’s Certificate stating that all conditions precedent, if any, provided for in this  Indenture relating to the proposed action have been complied with and, if so requested by  the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such  conditions precedent, if any, have been complied with, except that in the case of any  particular application or request as to which the furnishing of documents is specifically  required by any provision of this Indenture relating to such particular application or  request, no additional certificate or opinion need be furnished.  (b) Every certificate or opinion with respect to compliance with a condition or  covenant provided for in this Indenture shall include:  





 






  104  (i) a statement substantially to the effect that each individual signing  such certificate or opinion has read such covenant or condition and the definitions  herein relating thereto;  (ii) a brief statement as to the nature and scope of the examination or  investigation upon which the statements or opinions contained in such certificate  or opinion are based;  (iii) a statement substantially to the effect that, in the opinion of each  such individual, such examination or investigation has been made as is necessary  to enable such individual to express an informed opinion as to whether or not such  covenant or condition has been complied with; and  (iv) a statement as to whether, in the opinion of each such individual,  such condition or covenant has been complied with.  (c) With the delivery of this Indenture, the Company is furnishing to the  Trustee, and from time to time thereafter may furnish, an Officer’s Certificate identifying  and certifying the incumbency and specimen signatures of the Authorized  Representatives. Until the Trustee receives a subsequent Officer’s Certificate, the Trustee  shall be entitled to conclusively rely on the last such Officer’s Certificate delivered to it  for purposes of determining the Authorized Representatives of the Company.  Section 13.02. Form of Documents Delivered to Trustee.  (a) In any case where  several matters are required to be certified by, or covered by an opinion of any specified  Person, it is not necessary that all such matters be certified by, or covered by the opinion  of, only one such Person, or that they be so certified by only one document, but one such  Person may certify or give an opinion with respect to some matters and one or more other  such Persons as to other matters, and any such Person may certify or give an opinion as to  such matters in one or several documents.  (b) Any certificate or opinion of an officer of the Company may be based,  insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,  counsel, unless such officer knows or has reason to believe that the certificate or opinion  or representations with respect to the matters upon which such officer’s certificate or  opinion is based are erroneous or otherwise inaccurate. Any such certificate or Opinion of  Counsel may be based, insofar as it relates to factual matters, upon a certificate of, or  representations by, an Authorized Representative of the Company stating that the  information with respect to such factual matters is in the possession of the Company,  unless such counsel knows that the certificate or representations with respect to such  matters are erroneous.  (c) Any Opinion of Counsel stated to be based on the opinion of other counsel  shall be accompanied by a copy of such other opinion.  (d) Where any Person is required to make, give or execute two or more  applications, requests, consents, certificates, statements, opinions or other instruments  under this Indenture, they may, but need not, be consolidated and form one instrument.  





 






  105  Section 13.03. Notices, etc. to Trustee.  Any Act of Noteholders or other  document required or permitted by this Indenture to be made upon, given or furnished to,  or filed with, the Trustee, the Company shall be deemed to have been made or given, as  applicable, only if such notice is in writing and delivered personally, or by registered or  certified first-class United States mail with postage prepaid and return receipt requested,  or made, given or furnished in writing by confirmed telecopy or facsimile transmission,  or by prepaid courier service to the appropriate party as set forth below:  Trustee: Citibank, N.A.  388 Greenwich Street  New York, New York 10013  Attention: Agency & Trust - Telefónica Celular del Paraguay   Senior Notes  Telephone No.: (212) 816-5805  Facsimile No.: (212) 816-5527  Company: Telefónica Celular del Paraguay, S.A.   Avda. Mcal. López c/ Tte. Insaurralde  Fernando De La Mora, Paraguay  Attention : Ramiro Pascual   Telephone No.: +595-21-6189000  Email: Ramiro.PASCUAL@tigo.net.py  Any party may change its address by giving notice of such change in the manner set forth  herein. Any notice given to a party by mail or by courier or by facsimile or other  electronic transmission shall be deemed delivered upon receipt thereof (unless the party  refuses to accept delivery, in which case the party shall be deemed to have accepted  delivery upon presentation).  In respect of this Indenture, the Trustee shall not have any duty or obligations to verify or  confirm that the Person sending instructions, directions, reports, notices or other  communications or information by electronic transmission is, in fact, a Person authorized  to give such instructions, directions, reports, notices or other communications or  information on behalf of the party purporting to send such electronic transmission; and  the Trustee shall not have any liability for any losses, liabilities, costs or expenses  incurred or sustained by any party as a result of such reliance upon or compliance with  such instructions, directions, reports, notices or other communications or information.  Each other party agrees to assume all risks arising out of the use of electronic methods to  submit instructions, directions, reports, notices or other communications or information  to the Trustee, including without limitation the risk of the Trustee acting on authorized  instructions, notices, reports or other communications or information, and the risk of  interception and misuse by third parties.  Section 13.04. Notices to Noteholders; Waiver.  (a) If and for so long as the Notes  are represented by one or more Global Notes and interests therein are shown on the  records of the Registered Depositary or other clearing agency appointed by the Company,  





 






  106  all notices to Noteholders will be delivered to the Registered Depositary for  communication to each member of, or participant in, the Registered Depositary.  (b) Where this Indenture provides for notice to Noteholders of any event, such  notice shall be sufficiently given (unless otherwise herein expressly provided) if in  writing and mailed, first-class postage prepaid, to each Noteholder affected by such  event, at its address as it appears in the Note Register, not later than the latest date, if any,  and not earlier than the earliest date, if any, prescribed for the giving of such notice. In  any case where notice to Noteholders is given by mail, neither the failure to mail such  notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect  the sufficiency of such notice with respect to other Noteholders, and any notice that is  mailed in the manner herein provided shall be conclusively presumed to have been duly  given.  (c) Notices of redemption pursuant to Section 4.01, 4.02, 4.03 or Section 4.10  or an Offer to Purchase the Notes will be sufficiently given if made (i) by publication in a  leading newspaper having a general circulation in The City of New York (which is  expected to be the Wall Street Journal) and London (which is expected to be the  Financial Times) and (ii) by first-class mail, postage prepaid, mailed not less than 30 nor  more than 60 days prior to the redemption date or the Expiration Date, as the case may  be, to each Noteholder to be notified, at his address appearing in the Note Register.  Notices given by publication will be deemed given on the first date on which publication  is made and notices by first-class mail, postage prepaid, will be deemed given five  calendar days after mailing.   (d) If the Company gives a notice or communication to Noteholders, it shall  give a copy at the same time to the Trustee and, for so long as the Notes are listed on the  Luxembourg Stock Exchange and the rules of such exchange so require, the Luxembourg  Stock Exchange. For so long as the Notes are listed on the Luxembourg Stock Exchange  and the rules of such exchange so require, the Company shall also cause a copy of such  notice to be published in a daily newspaper with general circulation in Luxembourg  (which is expected to be the Luxemburger Wort). If and so long as the Notes are listed on  any other Notes exchange, notices will also be given in accordance with any applicable  requirements of such Notes exchanges.  Section 13.05. Effect of Headings and Table of Contents.  The Article and Section  headings herein and the Table of Contents are for convenience only and shall not affect  the construction hereof.  Section 13.06. Successors and Assigns.  All covenants, agreements,  representations and warranties in this Indenture by the Trustee and the Company shall  bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable  by their respective successors and assigns, whether so expressed or not.  Section 13.07. Severability Clause.  In case any provision in this Indenture or in  the Notes shall be invalid, illegal or unenforceable, the validity, legality and  





 






  107  enforceability of the remaining provisions shall not in any way be affected or impaired  thereby.  Section 13.08. Benefits of Indenture.  Nothing in this Indenture or in the Notes,  expressed or implied, shall give to any Person, other than the parties hereto and their  successors hereunder and the Noteholders, any benefit or any legal or equitable right,  remedy or claim under this Indenture.  Section 13.09. Legal Holidays.  In any case where the Optional Redemption Date,  the Early Tax Redemption Date or any Interest Payment Date with respect to any Note or  of any installment of principal thereof or payment of interest thereon, or any date on  which any defaulted interest is proposed to be paid, shall not be a Business Day, then  (notwithstanding any other provision of this Indenture or such Note) payment of interest  and/or principal need not be made on such date, but may be made on the next succeeding  Business Day with the same force and effect as if made on the Optional Redemption  Date, the Early Tax Redemption Date or on the Interest Payment Date, or on the date on  which the defaulted interest is proposed to be paid, and, except as provided in any  Supplemental Indenture setting forth the terms of such Note, if such payment is timely  made, no interest shall accrue on account of such delay for the period from and after such  Optional Redemption Date, Early Tax Redemption Date or Interest Payment Date, or date  for the payment of defaulted interest, as the case may be, to the date of such payment.  Section 13.10. Communication by Noteholders with other Noteholders.  (a) The  Company shall furnish or cause to be furnished to the Trustee at stated intervals of not  more than six months, and at such other times as the Trustee may request in writing, all  information in the possession or control of the Company, as to the names and addresses  of the Noteholders, and the Trustee hereby agrees to preserve, in as current a form as is  reasonably practicable, all such information so furnished to it or received by it in the  capacity of Principal Paying Agent.  (b) Within five business days after the receipt by the Trustee of a written  application by any three or more Noteholders stating that the applicants desire to  communicate with other Noteholders with respect to their rights under this Indenture or  under the Notes, and accompanied by a copy of the form of proxy or other  communication which such Noteholders propose to transmit, and by reasonable proof that  each such Noteholder has owned a Note for a period of at least six months preceding the  date of such application, the Trustee shall, at its election, either:  (i) Afford to such Noteholders access to all information so furnished  to or received by the Trustee; or  (ii) Inform such Noteholders as to the approximate number of  Noteholders according to the most recent information so furnished to or received  by the Trustee, and as to the approximate cost of mailing to such Noteholders the  form of proxy or other communication, if any, specified in such application. If the  Trustee shall elect not to afford to such applicants access to such information, the  Trustee shall, upon the written request of such applicants, mail to all such  





 






  108  Noteholders copies of the form of proxy or other communication which is  specified in such request, with reasonable promptness after a tender to the Trustee  of the material to be mailed and of payment, or provision for the payment, of the  reasonable expenses of such mailing, unless within five days after such tender, the  Trustee shall mail to such applicants, together with a copy of the material to be  mailed, a written statement to the effect that, in the opinion of the Trustee, such  mailing would be contrary to the best interests of the Noteholders or would be in  violation of applicable law. Such written statement shall specify the basis of such  opinion.  (c) The disclosure of any such information as to the names and addresses of the  Noteholders in accordance with the provisions of this Section 13.10, regardless of the  source from which such information was derived, shall not be deemed to be a violation of  any existing law, or of any law hereafter enacted which does not specifically refer to this  section, nor shall the Trustee be held accountable by reason of mailing any material  pursuant to a request made under subsection (b) of this section.  Section 13.11. Governing Law.  This Indenture shall be governed by, and  construed in accordance with, the laws of the State of New York without regard to its  conflicts of laws principles. For the avoidance of doubt, articles 84 to 94-8 of the  Luxembourg law on commercial companies dated August 10, 1915 (as amended) (the  “Luxembourg Companies Law”) are excluded.  Section 13.12. No Liability of Directors, Officers, Employees, Incorporators,  Members and Stockholders.  No director, officer, employee, incorporator, member or  stockholder of the Company, as such, will have any liability for any obligations of the  Company under the Notes or this Indenture or for any claim based on, in respect of, or by  reason of, such obligations. Each Noteholder by accepting a Note waives and releases all  such liability. The waiver and release are an integral part of the consideration for issuance  of the Notes.  Section 13.13. Waiver of Jury Trial.  THE COMPANY, THE TRUSTEE, THE  PRINCIPAL PAYING AGENT AND THE LUXEMBOURG PAYING AGENT  HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY  APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY  ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON  CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS  INDENTURE OR THE NOTES, THE TRANSACTIONS CONTEMPLATED  HEREBY, OR THE ACTIONS OF THE TRUSTEE IN THE NEGOTIATION,  ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR  THEREOF.  Section 13.14. Waiver of Immunity.  This Indenture and any other documents  delivered pursuant hereto, and any actions taken hereunder, constitute commercial acts by  the Company the Principal Paying Agent, and the Luxembourg Paying Agent. Each of  such Persons irrevocably and unconditionally and to the fullest extent permitted by law,  waives, and agrees not to plead or claim, any immunity from jurisdiction of any court or  





 






  109  from any legal process (whether through service or notice, attachment prior to judgment,  attachment in aid of execution, execution or otherwise) for itself of any of its property,  assets or revenues wherever located with respect to its obligations, liabilities or any other  matter under or arising out of or in connection with this Indenture or any document  delivered pursuant hereto, in each case for the benefit of each assigns, it being intended  that the foregoing waiver and agreement will be effective, irrevocable and not subject to  withdrawal in any and all jurisdiction, and, without limiting the generality of the  foregoing, agrees that the waivers set forth in this Section 13.14 shall have the fullest  scope permitted under the United States Foreign Sovereign Immunities Act of 1976 and  are intended to be irrevocable for the purposes of such act.  Section 13.15. Submission to Jurisdiction, Waivers.  (a) The Company, the  Trustee, the Principal Paying Agent and the Luxembourg Paying Agent each irrevocably  and unconditionally (i) submits itself and its property to, and agrees that any legal suit,  action or proceeding against the Company brought by any Noteholder or the Trustee  arising out of or based upon this Indenture may be instituted in the courts of the State of  New York, sitting in the Borough of Manhattan, The City of New York, the courts of the  United States for the Southern District of New York, appellate courts from any thereof  and courts of its own corporate domicile, (ii) waives, to the fullest extent it may  effectively do so, any objection which it may now or hereafter have to the laying of  venue of any such proceeding and (iii) submits to the non- exclusive jurisdiction of such  courts in any such suit, action or proceeding.  (b) The Company has appointed CT Corporation System, 111 Eighth Avenue,  New York, NY 10011, as its authorized agent (the “Process Agent”) upon whom process  may be served in any such action arising out of or based on this Indenture which may be  instituted in any such court, expressly consents to the jurisdiction of any such court in  respect of any such action, and waives any other requirements of or objections to  personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The  Company represents and warrants that the Process Agent has agreed to act as such agent  for service of process and agrees to take any and all action, including the filing of any and  all documents and instruments, that may be necessary to continue such appointment in  full force and effect as aforesaid. Service of process upon the Process Agent and written  notice of such service to the Company shall be deemed, in every respect, effective service  of process upon the Company.  (c) Each of the Principal Paying Agent and the Luxembourg Paying Agent  hereby irrevocably appoints and empowers the Trustee as its authorized agent to accept  and acknowledge for and on its behalf and on behalf of its property service of any and all  legal process, summons, notices and documents which may be served in any such suit,  action or proceeding in any New York State court or United States Federal court sitting in  The City of New York, New York, United States and any appellate court from any  thereof, which service may be made on such designee, appointee and agent in accordance  with legal procedures prescribed for such courts. The Principal Paying Agent and the  Luxembourg Paying Agent will take any and all action necessary to continue such  designation in full force and effect and to advise the Company of any change of address  of the Trustee; should the Trustee become unavailable for this purpose for any reason, the  





 






  110  Principal Paying Agent and the Luxembourg Paying Agent will promptly and irrevocably  designate a new authorized agent within New York, New York, which will agree to act as  such, with the powers and for the purposes specified in this subsection (c). Each of the  Principal Paying Agent and the Luxembourg Paying Agent irrevocably consents and  agrees to the service and any and all legal process, summons, notices and documents out  of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it  at its address set forth in Section 13.03 or to any other address of which it shall have  given notice pursuant to Section 13.03 or to its Process Agent. Service upon the Principal  Paying Agent and the Luxembourg Paying Agent or the Trustee as provided for herein  will, to the fullest extent permitted by law, constitute valid and effective personal service  upon it and the failure of the Trustee to give any notice of such service to the Principal  Paying Agent and the Luxembourg Paying Agent shall not impair or affect in any way  the validity of such service or any judgment rendered in any action or proceeding based  thereon.  Section 13.16. Execution in Counterparts.  This Indenture and each amendment,  waiver and consent with respect hereto may be executed in any number of counterparts  and by different parties thereto in separate counterparts, each of which when so executed  shall be deemed to be an original, and all of which taken together shall constitute one and  the same agreement. Delivery of an executed counterpart of a signature page to this  Indenture by telecopier or electronic transmission shall be effective as delivery of an  original executed counterpart of this Indenture.  Section 13.17. Entire Agreement.  This Indenture, together with the Notes, and the  Notes, sets forth the entire agreement of the parties hereto with respect to the subject  matter hereof.  





 






 





 






 





 






 





 






  A-1-1  EXHIBIT A-1  FORM OF RULE 144A GLOBAL NOTE  RULE 144A GLOBAL NOTE  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE  SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE,  AGREES FOR THE BENEFIT OF TELEFONICA CELULAR DEL PARAGUAY S.A.  (THE “COMPANY”) THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION  HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE  TRANSFERRED ONLY (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES  ACT (“RULE 144A”), TO A PERSON WHO THE SELLER REASONABLY  BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE  144A) IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE  TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF  REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN  EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF  AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION  STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES  IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY  STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION.  THE  HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES  THAT IT SHALL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE  RESALE RESTRICTIONS REFERRED TO ABOVE.  THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE  ONLY AT THE OPTION OF THE COMPANY.  PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE  WITH PARAGRAPH (5) ABOVE, THE ISSUER RESERVES THE RIGHT TO  REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR  OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO  DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN  COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE  SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE  AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT.  





 






  A-1-2  TELEFÓNICA CELULAR DEL PARAGUAY S.A.   5.875% SENIOR UNSECURED NOTES DUE 2027   RULE 144A GLOBAL NOTE  No. R-1   CUSIP No.: 87936V AB3   ISIN No.: US87936VAB36  Principal Amount: U.S.$ [ ]   Initial Issuance Date: April 5, 2019  This Note is one of a duly authorized issue of Notes of Telefónica Celular del  Paraguay S.A., a corporation (sociedad anónima) incorporated and existing under the  laws of Paraguay (the “Company”); designated as its 5.875% Senior Unsecured Notes  due 2027 (the “Notes”), issued in an initial aggregate principal amount of  U.S.$300,000,000, under an indenture (the “Indenture”) dated as of April 5, 2019,  among the Company, Citibank, N.A., as trustee (in such capacity, the “Trustee”),  principal paying agent, note registrar and transfer agent; and Banque Internationale à  Luxembourg SA, as paying agent in Luxembourg (the “Luxembourg Paying Agent”), to  which Indenture reference is hereby made for a statement of the respective rights,  limitations of rights, duties, obligations and immunities thereunder of the Company, the  Trustee and the Noteholders, and of the terms upon which the Notes are authenticated  and delivered. All terms used in this Note which are defined in the Indenture and not  otherwise defined herein shall have the meanings assigned to them in the Indenture.  The Company, for value received, hereby promises to pay to Cede & Co. or  registered assigns, as nominee of The Depository Trust Company (“DTC”) and the  holder of record of this Note (the “Holder” or “Noteholder”), the principal amount  specified above in U.S. dollars on April 15, 2027 (or earlier or later as provided in the  Indenture as hereinafter described) upon presentation and surrender hereof, at the office  or agency of the Trustee referred to below.  The Company promises to pay interest on the outstanding principal amount hereof  from the Initial Issuance Date, or from the most recent payment date to which interest has  been paid or duly provided for, semi-annually on April 15 and October 15 of each year  (each an “Interest Payment Date”) (or if such date is not a Business Day, the next  succeeding Business Day following such day), commencing October 15, 2019, at an  initial note rate equal to 5.875% per annum. Principal, interest and other amounts due on  this Note on any Interest Payment Date or otherwise will, as provided in the Indenture, be  paid in U.S. dollars to the Person in whose name this Note (or one or more Predecessor  Notes) is registered at the close of business on the April 1 or October 1, as applicable,  preceding the Interest Payment Date.  





 






  A-1-3  Payment of the principal of and interest and other amounts on this Note will be  payable by wire transfer to a U.S. dollar account maintained by the Holder of this Note as  reflected in the Note Register. In the event the date for any payment of the principal of or  interest and other amounts on any Note is not a Business Day, then payment will be made  on the next Business Day with the same force and effect as if made on the nominal date  of any such date for such payment and no additional interest will accrue on such payment  as a result of such payment being made on the next succeeding Business Day. Interest  accrued with respect to this Note shall be calculated based on a 360-day year of twelve  30-day months.  This Note does not purport to summarize the Indenture and reference is made to  the Indenture for information with respect to interests, rights, benefits, obligations,  proceeds, and duties evidenced hereby.  The Notes are subject to redemption by the Company on the terms and conditions  specified in the Indenture.  If an Event of Default shall occur and be continuing, the outstanding principal  amount of all the Notes shall become or may be declared due and payable in the manner  and with the effect provided in the Indenture.  Modifications of the Indenture may be made by the Company and the Trustee  only to the extent and in the circumstances permitted by the Indenture.  The Notes shall be issued only in fully registered form, without coupons in  denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.  Prior to and at the time of due presentment of this Note for registration of transfer,  the Company, the Trustee, the Note Registrar and any agent of the Company, as the case  may be, may treat the Person in whose name this Note is registered as the owner hereof  for all purposes, whether or not this Note is overdue, and neither the Company, the  Trustee, the Note Registrar nor any agent thereof shall be affected by notice to the  contrary.  Unless the certificate of authentication hereon has been duly executed by the  Trustee or its Authenticating Agent by manual signature, this Note shall not be entitled to  any benefit under the Indenture, or be valid or obligatory for any purpose.  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND  GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. FOR THE  AVOIDANCE OF DOUBT, ARTICLES 84 TO 94-8 OF THE LUXEMBOURG LAW  ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915 (AS AMENDED)  (THE “LUXEMBOURG COMPANIES LAW”) ARE EXCLUDED.  





 






  A-1-4  IN WITNESS WHEREOF, the Company has caused this Note to be duly  executed.  Dated:   TELEFÓNICA CELULAR DEL  PARAGUAY S.A., as the Company  By:    Name:    Title:       By:    Name:    Title:     





 






  A-1-5  CERTIFICATE OF AUTHENTICATION  This is one of the Notes referred to in the within-mentioned Indenture.  CITIBANK, N.A.,   as Trustee  By:    Authorized Officer   Date:       





 






  A-1-6  ASSIGNMENT FORM  For value received      hereby sells, assigns and transfers unto       (Please insert social security or other identifying number of assignee)   (Please print or type name and address, including zip code, of assignee:)  the within Note and does hereby irrevocably constitute and appoint   Attorney to  transfer the Note on the books of the Note Registrar with full power of substitution in the  premises.  Date:      Your Signature:         (Sign exactly as your   name appears on the face   of this Note)      





 






  A-2-1     EXHIBIT A-2  FORM OF REGULATION S GLOBAL NOTE   REGULATION S GLOBAL NOTE  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE  SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE,  AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION  HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH  REGISTRATION AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES  LAWS OF ANY OTHER APPLICABLE JURISDICTION.      





 






  A-2-2     TELEFÓNICA CELULAR DEL PARAGUAY S.A.   5.875% SENIOR UNSECURED NOTES DUE 2027  REGULATION S GLOBAL NOTE  No. R-1 CUSIP No.: P90475 AB3   ISIN No.: USP90475AB31  Principal Amount: U.S.$ [ ]   Initial Issuance Date: April 5, 2019  This Note is one of a duly authorized issue of Notes of Telefónica Celular del  Paraguay S.A., a corporation (sociedad anónima) incorporated and existing under the  laws of Paraguay (the “Company”); designated as its 5.875% Senior Unsecured Notes  due 2027 (the “Notes”), issued in an initial aggregate principal amount of  U.S.$300,000,000, under an indenture (the “Indenture”) dated as of April 5, 2019,  among the Company, Citibank, N.A., as trustee (in such capacity, the “Trustee”),  principal paying agent, note registrar and transfer agent; and Banque Internationale à  Luxembourg SA, as paying agent in Luxembourg (the “Luxembourg Paying Agent”), to  which Indenture reference is hereby made for a statement of the respective rights,  limitations of rights, duties, obligations and immunities thereunder of the Company, the  Trustee and the Noteholders, and of the terms upon which the Notes are authenticated  and delivered. All terms used in this Note which are defined in the Indenture and not  otherwise defined herein shall have the meanings assigned to them in the Indenture.  The Company, for value received, hereby promises to pay to Cede & Co. or  registered assigns, as nominee of The Depository Trust Company (“DTC”) and the  holder of record of this Note (the “Holder” or “Noteholder”), the principal amount  specified above in U.S. dollars on April 15, 2027 (or earlier or later as provided in the  Indenture as hereinafter described) upon presentation and surrender hereof, at the office  or agency of the Trustee referred to below.  The Company promises to pay interest on the outstanding principal amount hereof  from the Initial Issuance Date, or from the most recent payment date to which interest has  been paid or duly provided for, semi-annually on April 15 and October 15 of each year  (each an “Interest Payment Date”) (or if such date is not a Business Day, the next  succeeding Business Day following such day), commencing October 15, 2019, at an  initial note rate equal to 5.875% per annum. Principal, interest and other amounts due on  this Note on any Interest Payment Date or otherwise will, as provided in the Indenture, be  paid in U.S. dollars to the Person in whose name this Note (or one or more Predecessor  Notes) is registered at the close of business on the April 1 or October 1, as applicable,  preceding the Interest Payment Date.  Payment of the principal of and interest and other amounts on this Note will be  payable by wire transfer to a U.S. dollar account maintained by the Holder of this Note as  reflected in the Note  





 






  A-1-3  Register. In the event the date for any payment of the principal of or interest and  other amounts on any Note is not a Business Day, then payment will be made on the next  Business Day with the same force and effect as if made on the nominal date of any such  date for such payment and no additional interest will accrue on such payment as a result  of such payment being made on the next succeeding Business Day. Interest accrued with  respect to this Note shall be calculated based on a 360-day year of twelve 30-day months.  This Note does not purport to summarize the Indenture and reference is made to  the Indenture for information with respect to interests, rights, benefits, obligations,  proceeds, and duties evidenced hereby.  The Notes are subject to redemption by the Company on the terms and conditions  specified in the Indenture.  If an Event of Default shall occur and be continuing, the outstanding principal  amount of all the Notes shall become or may be declared due and payable in the manner  and with the effect provided in the Indenture.  Modifications of the Indenture may be made by the Company and the Trustee  only to the extent and in the circumstances permitted by the Indenture.  The Notes shall be issued only in fully registered form, without coupons in  denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.  Prior to and at the time of due presentment of this Note for registration of transfer,  the Company, the Trustee, the Note Registrar and any agent of the Company, as the case  may be, may treat the Person in whose name this Note is registered as the owner hereof  for all purposes, whether or not this Note is overdue, and neither the Company, the  Trustee, the Note Registrar nor any agent thereof shall be affected by notice to the  contrary.  Unless the certificate of authentication hereon has been duly executed by the  Trustee or its Authenticating Agent by manual signature, this Note shall not be entitled to  any benefit under the Indenture, or be valid or obligatory for any purpose.  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND  GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. FOR THE  AVOIDANCE OF DOUBT, ARTICLES 84 TO 94-8 OF THE LUXEMBOURG LAW  ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915 (AS AMENDED)  (THE “LUXEMBOURG COMPANIES LAW”) ARE EXCLUDED.  





 






  A-2-4     IN WITNESS WHEREOF, the Company has caused this Note to be duly  executed.  Dated:   TELEFÓNICA CELULAR DEL  PARAGUAY S.A.  By:    Name:    Title:       By:    Name:    Title:     





 






  A-2-5     CERTIFICATE OF AUTHENTICATION  This is one of the Notes referred to in the within-mentioned Indenture.  CITIBANK, N.A.,   as Trustee  By:    Authorized Officer   Date:       





 






  A-2-6     ASSIGNMENT FORM  For value received      hereby sells, assigns and transfers unto       (Please insert social security or other identifying number of assignee)   (Please print or type name and address, including zip code, of assignee:)  the within Note and does hereby irrevocably constitute and appoint   Attorney to  transfer the Note on the books of the Note Registrar with full power of substitution in the  premises.  Date:      Your Signature:         (Sign exactly as your   name appears on the face   of this Note)      





 






  B-1  EXHIBIT B  FORM OF AUTHENTICATION AND DELIVERY ORDER  [Date]  CITIBANK, N.A.,  as Trustee  388 Greenwich Street   New York, New York 10013  Attention: Agency & Trust   Ladies and Gentlemen:  Pursuant to Section 2.2 of the Indenture dated as of April 5, 2019 (the  “Indenture”) by and among Telefónica Celular del Paraguay S.A., as Company,  Citibank, N.A., as Trustee, principal paying agent, note registrar and transfer agent, and  Banque Internationale à Luxembourg SA, as Luxembourg paying agent, you are hereby  ordered in your capacity as Trustee to authenticate U.S.$ [ ] of the Company’s 5.875%  Senior Unsecured Notes due 2027, in the manner provided in the Indenture in global  form and in the amounts of U.S$ [ ] in respect of the Rule 144A Global Note (CUSIP No.  87936V AB3) and U.S.$[ ] in respect of the Regulation S Global Note (CUSIP No.  P90475 AB3) heretofore duly executed by the proper Authorized Representative of the  Company and delivered to you as provided in the Indenture and to hold the Notes in your  capacity as custodian for The Depository Trust Company. Capitalized terms used but not  defined herein have the meanings assigned to them in the Indenture.  In rendering this Authentication and Delivery Order, we have read Section 2.02 of  the Indenture and such other provisions of the Indenture as we have deemed relevant, and  have examined and investigated such other matters as we have deemed necessary, to  enable us to express an informed opinion as to whether the conditions precedent set forth  in the Indenture relating to the delivery and authentication of the Notes have been  complied with. Based upon the foregoing, in our opinion all conditions precedent to the  delivery and authentication of the Notes contained in the Indenture have been complied  with.  Very truly yours,  TELEFÓNICA CELULAR DEL PARAGUAY S.A.  By:   Name:   Title:     





 






  C-1  EXHIBIT C  FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH  TRANSFERS OR EXCHANGES OF RULE 144A GLOBAL NOTE TO   REGULATION S GLOBAL NOTE  [Date]   CITIBANK, N.A.,  as Trustee  480 Washington Boulevard, 30th Floor   Jersey City, NJ 07310  Attention: Agency & Trust  Re: Telefónica Celular del Paraguay S.A.  5.875% Senior Unsecured Notes due 2027 (the “Notes”)   Ladies and Gentlemen:  Reference is hereby made to the Indenture, dated as of April 5, 2019 (as amended  and supplemented from time to time, the “Indenture”), among Telefónica Celular del  Paraguay S.A. (the “Company”), as Company, Citibank, N.A., as Trustee, principal  paying agent, note registrar and transfer agent and Banque Internationale à Luxembourg  SA, as Luxembourg paying agent, note registrar and transfer agent. Capitalized terms  used but not defined herein shall have the meanings given them in the Indenture.  In connection with our proposed sale of U.S.$            aggregate principal amount  of the Notes [in the case of a transfer of an interest in a Restricted Global Note: which  represent an interest in a Restricted Global Note beneficially owned by] [in the case of a  transfer of a certificated Note: held in the name of] the undersigned (“Transferor”), we  confirm that such sale has been effected pursuant to and in accordance with Regulation S  under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,  we represent that:  (a) the offer of the Notes was not made to a Person in the United States;  (b) either (i) at the time the buy order was originated, the transferee was  outside the United States or we and any Person acting on our behalf  reasonably believed that the transferee was outside the United States  (within the meaning of Regulation S) or (ii) the transaction is being  executed in, on or through the facilities of a designated off-shore securities  market (within the meaning of Regulation S) and neither we nor any  Person acting on our behalf knows that the transaction has been pre- arranged with a buyer in the United States;  





 






  C-2  (c) no directed selling efforts have been made in the United States in  contravention of the requirements of Rule 903(b) or Rule 904(b) of  Regulation S, as applicable;  (d) if the transfer is being effected in accordance with Rule 903 under the  Securities Act, the requirements of Rule 903(b)(2) have been satisfied;  (e) if the transfer is being effected in accordance with Rule 904 under the  Securities Act, we are not a distributor of the Notes, an affiliate of the  Company, an affiliate of any distributor of the Notes or a Person acting on  behalf of any of the foregoing;  (f) if the transfer is being effected in accordance with Rule 904 under the  Securities Act and we are a dealer in Notes or have received a selling  concession, fee or other remuneration in respect of the Notes transferred  hereby, and the transfer is to occur during the “distribution compliance  period” within the meaning of Regulation S, then the requirements of  Rule 904(b)(1) have been satisfied;  (g) if the transfer is being effected in accordance with Rule 904 under the  Securities Act and we are an affiliate of the Company or of a distributor  solely by virtue of holding a position as an officer or director of such  Person, then requirements of Rule 904(b)(2) have been satisfied;  (h) the transaction is not part of a plan or scheme to evade the registration  requirements of the Securities Act; and  (i) we are the beneficial owner of the principal amount of Notes being  transferred.  In addition, if the sale is made during the period ending forty (40) days after the  original issuance of the Notes and the transferee will take delivery in the form of a  beneficial interest in the Regulation S Global Note, such beneficial interest will be held  immediately after such transfer only in or through accounts maintained at the Registered  Depositary by Euroclear or Clearstream (or by agent members acting for the account  thereof).  





 






  C-3  You and the Company are entitled to rely upon this letter and are irrevocably  authorized to produce this letter or a copy hereof to any interested party in any  administrative or legal proceedings or official inquiry with respect to the matters covered  hereby.  Very truly yours,  [Name of Transferor]  By:   Name:   Title: [Authorized Signature]      





 






  D-1  EXHIBIT D  FORM OF CERTIFICATE FOR TRANSFER OR EXCHANGE OF  REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE  [Date]  CITIBANK, N.A.,  as Trustee  480 Washington Boulevard, 30th Floor   Jersey City, NJ 07310  Attention: Agency & Trust  Re: Telefónica Celular del Paraguay S.A.  5.875% Senior Unsecured Notes due 2027 (the “Notes”)  Ladies and Gentlemen:  Reference is hereby made to the Indenture, dated as of April 5, 2019 (as amended and  supplemented from time to time, the “Indenture”), among Telefónica Celular del Paraguay  S.A. (the “Company”), as Company, Citibank, N.A., as Trustee, principal paying agent, note  registrar and transfer agent and Banque Internationale à Luxembourg SA, as Luxembourg  paying agent. Capitalized terms used but not defined herein shall have the meanings given  them in the Indenture.  This letter relates to U.S.$ aggregate principal amount of Notes that are held in the  form of a beneficial interest in a Regulation S Global Note in the name  of                                                (the “Holder”) through the Registered Depositary. [The  Holder has requested a transfer of such beneficial interest in a Regulation S Global Note for a  beneficial interest in a Rule 144A Global Note to be held in the name of             (the  “Transferee”) through the Registered Depositary.] [The Holder has requested an exchange  of such beneficial interest in a Regulation S Global Note for a beneficial interest in a Rule  144A Global Note to be held in the name of the Holder through the Registered Depositary.]  In connection with such request, the Holder does hereby certify that the [Transferee is  a Qualified Institutional Buyer] [Holder reasonably believes that the Transferee is a Qualified  Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the  requirements of Rule 144A and in accordance with any applicable securities laws of any state  of the United States or any other jurisdiction].  This certificate and the statements contained herein are made for your benefit.  [INSERT NAME OF HOLDER]  By:   Name:   Title:   





 






  E-1  EXHIBIT E  FORM OF QUALIFIED INSTITUTIONAL BUYER CERTIFICATION  [Letterhead of Prospective Note Purchaser/Exchanger]  [Date]  CITIBANK, N.A.,  as Trustee  480 Washington Boulevard, 30th Floor   Jersey City, NJ 07310  Attention: Agency & Trust  Re: Telefónica Celular del Paraguay S.A.  5.875% Senior Unsecured Notes due 2027 (the “Notes”)   Ladies and Gentlemen:  Reference is hereby made to the Indenture, dated as of April 5, 2019 (as amended  and supplemented from time to time, the “Indenture”), among Telefónica Celular del  Paraguay S.A. (the “Company”), as Company, Citibank, N.A., as Trustee, principal  paying agent, note registrar and transfer agent, and Banque Internationale à Luxembourg  SA, as Luxembourg paying agent. Capitalized terms used but not defined herein shall  have the meanings given them in the Indenture.  In connection with the undersigned’s purchase of the Notes, as set forth below,  the undersigned hereby represents, acknowledges and agrees as follows:  It is (A)(I) a “qualified institutional buyer” as defined in Rule 144A under the  Securities Act of 1933, as amended, and is acquiring the Notes in reliance on the  exemption from Securities Act registration provided by Rule 144A thereunder.  Name of Purchaser:       By:   Name:   Title: