TIW: Summary of The Underwriting Agreement - Prepared by TNT Filings Inc.



 



Exhibit 4.9


SUMMARY OF THE UNDERWRITING AGREEMENT 


CAPITAL COMMUNICATIONS CDPQ INC. 

AND 

TELESYSTEM INTERNATIONAL WIRELESS INC. 


Common Shares 


The following is a summary of certain
provisions of the underwriting agreement (the "Underwriting Agreement")
dated September 11, 2003 among Capital Communications CDPQ Inc. (the "Selling
Shareholder"), Telesystem International Wireless Inc. (the "Company")
and BMO Nesbitt Burns Inc. (the "Underwriter"), pursuant to which the
Selling Shareholder has agreed to sell and the Underwriter has agreed to
purchase on September 25, 2003, or on such other date as may be mutually agreed
upon, subject to the terms and conditions stated therein, 12,960,128 Common
Shares (the "Shares") by way of a short form prospectus in all the
Provinces of Canada, at an aggregate price of $82,944,819.20 payable in cash to
the Selling Shareholder against delivery of the Shares. 


This summary does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the
Underwriting Agreement. 


	Offering. The offering consists of 12,960,128 Shares
  at a price of $6.40 per Share.

 
	
  Preliminary Prospectus and (Final)
  Prospectus. A preliminary short form prospectus (the "Preliminary Short
  Form Prospectus") with respect to the Shares will be prepared and filed by
  the Company and a Mutual Reliance Review System decision document therefor
  dated September 11, 2003 will be obtained from the Québec Securities
  Commission as principal regulator. A final short form prospectus (the "Final
  Short Form Prospectus"), similar in substance to the Preliminary Short
  Form Prospectus except for such changes as are required by law or are
  requested by the securities commission or similar regulatory authority of each
  of the Provinces of Canada, will also be prepared and filed by the Company and
  the Company will use its best efforts to obtain a Mutual Reliance Review
  System decision document therefor dated not later than September 18, 2003. The
  delivery of the Preliminary Short Form Prospectus and the Final Short Form
  Prospectus will constitute the Company's representation and warranty that the
  information contained and the statements made in the Preliminary Short Form
  Prospectus and the Final Short Form Prospectus, in all material respects,
  constituted full, true and plain disclosure of 





	
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  all materials facts relating to the Company and its
  subsidiaries as well as to the securities offered pursuant to the Underwriting
  Agreement. 



	Underwriting. The obligation of the Underwriter
  under the Underwriting Agreement is to purchase 100% of the Shares.

 
	Underwriters' Fee. The Selling Shareholder has
  agreed to pay to the Underwriter a fee of $0.256 per Share on account of
  services rendered in connection with the offering of the Shares. In
  consequence, the Selling Shareholder has agreed to pay to the Underwriter a
  maximum fee of $3,317,792.77.

 
	Representations and Undertakings. The Company has
  represented that the description of the Shares as it will appear in the
  Preliminary Short Form Prospectus and the Final Short Form Prospectus will be,
  in all material respects, a true and correct description of the Shares and the
  securities offered pursuant to the Underwriting Agreement, that the
  Preliminary Short Form Prospectus and the Final Short Form Prospectus will be
  a true, exact and complete statement, in all material respects, of all facts
  in relation to the Company and its subsidiaries and will disclose, in all
  material respects, accurately and completely all material facts required to be
  disclosed under the applicable securities legislation of the Provinces of
  Canada and as required by the securities commission or other similar
  regulatory authorities in the Provinces of Canada. The Company has also
  represented and warranted that the Preliminary Short Form Prospectus and the
  Final Short Form Prospectus will not contain any misrepresentation nor will
  they omit to state any material facts which are necessary in order to make any
  statement therein not misleading and to inform the Underwriter of any material
  change requiring such prospectus to be modified. The Company has agreed to
  deliver the number of commercial copies of the Preliminary Short Form
  Prospectus and the Final Short Form Prospectus as well as all documents
  incorporated by reference therein which the Underwriter may require. The
  Company has also undertaken to obtain as soon as possible, but in any event
  dated not later than September 18, 2003, all necessary authorisations from the
  securities commission or other similar regulatory authority of the Provinces
  of Canada, as the case may be, for the distribution of the Shares and all
  necessary authorisations from the appropriate securities commission or similar
  regulatory authorities having jurisdiction over the issue of the Shares
  including all the authorisations necessary in each such Provinces of Canada
  for the sale of the Shares to the public by duly authorised dealers.

  

  In addition, the Company and the Selling Shareholder have agreed to indemnify
  and hold harmless the Underwriter and each other as well as their directors,
  officers, employees, and agents from all losses, claims, damages and
  liabilities which the Underwriter, the Company or the Selling Shareholder, as
  the case may be, as well as their directors, officers, employees, and agents
  




	
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  may suffer or incur as a result of (i)
  misrepresentation of a material fact or the inaccuracy of a material statement
  contained in the Preliminary Short Form Prospectus or the Final Short Form
  Prospectus, or in the documents incorporated by reference or other documents
  referred to in the Underwriting Agreement, or as a result of the omission to
  include in the Preliminary Short Form Prospectus and the Final Short Form
  Prospectus or other documents, any material fact required to make any
  statement therein not misleading, or (ii) an order of a securities commission
  or similar regulatory authorities in the Provinces of Canada based on any such
  misrepresentation, inaccuracy or omission which restricts or prohibits the
  sale of the Company's securities or the distribution of the securities. 
  

  The Company has agreed that they will not,
  without the prior written consent of the Underwriter (which shall not be
  unreasonably withheld), directly or indirectly, offer to sell, issue sell,
  grant purchase options, enter an agreement the object of which is the
  issuance, the sale or the disposition of Common Shares, in each case for cash
  (or any securities convertible into Shares or exchangeable against Shares), or
  to agree to do any such things, or publicly announce its intention to so do
  for 60 days from September 9, 2003. The Company has also agreed to use its
  reasonable best efforts to get the shareholders party to a registration rights
  agreement to which it is a party (other than the Selling Shareholder) to agree
  to a similar standstill. 

  In a separate undertaking, the Caisse de
  dépôt et placement du Québec has agreed, on its own behalf and on behalf of
  its affiliates, to a similar lock-up for a period of 90 days from the date of
  closing. 

  The Underwriter may terminate its
  obligations under the Underwriting Agreement in the event that an enquiry,
  proceeding or order of a securities commission or similar regulatory authority
  in the Provinces of Canada is issued which, restricts or prohibits the sale of
  the Company's securities or the distribution of the Shares by giving to the
  Company and the Selling Shareholder a written notice to that effect at any
  time prior to the closing. 




	
  Legal Opinions.
  Fasken Martineau DuMoulin, counsel to the Company, will render opinions as to
  all legal matters concerning the sale of the Shares and the various
  authorisations required in connection therewith and all such other matters as
  the Underwriter may reasonably request.

  

  Ogilvy Renault, counsel to the Underwriter, will render opinions as to all
  legal matters concerning the sale of the Shares and the various authorisations
  required in connection therewith and all such other matters as the Underwriter
  may reasonably request.

  

  McCarthy Tétrault, counsel to the Selling Shareholder, and Mtre. Robert Coté
  will render opinions as to all legal matters concerning the sale of the Shares
  





	
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  and the various authorisations required in connection
  therewith and and all such other matters as the Underwriter may reasonably
  request. 



	
  Certificate. The President and Chief
  Executive Officer and Vice-President and Chief Financial Officer of the
  Company, or such other officer of the Company as the Company and the
  Underwriter may agree, will provide, at the closing a certificate in
  connection with the sale of the Shares, certifying, among other things, that:

 
	the representations and warranties of the Company set out
    in the Underwriting Agreement are true at the closing date;

 
	the Company has executed all its obligations pursuant to
    the Underwriting Agreement; and

 
	no important change, material fact or event occurred that
    should have been disclosed that was not.


  



  Officers of the Selling Shareholder
  acceptable to the Underwriter will provide, at the closing, a certificate in
  connection with the sale of the Shares, certifying, among other things that:
  

  	the Selling Shareholder has executed all its obligations
    pursuant to the Underwriting Agreement; and

 
	the representations and warranties of the Selling
    Shareholder set out in the Underwriting Agreement are true at the closing
    date. 




	
  Expenses. All expenses relating to
  the issue and sale of the Shares will be paid by the Company, with the
  exception of the fees and expenses of counsel to the Underwriter and the
  Underwriter's expenses which will be paid by the Underwriter. In the event the
  Shares are not delivered on the Closing Date, including for reasons of the
  exercise by the Underwriter of its "out" clauses or the failure of the Company
  or the Selling Shareholder to meet the conditions to closing, the Company and
  the Selling Shareholder shall reimburse the Underwriter's expenses.

 

	
  ''Out'' Clauses. The Obligations of
  the Underwriters, under the Underwriting Agreement are subject to a ''disaster
  out'' clause and a ''material change out'' clause.

 

	
  Closing. The closing for the issue
  and sale of the securities will take place in Montreal, on September 25, 2003,
  or on such other date as may be mutually agreed upon.