THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON AUGUST 18,
1997, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THE TRANSFER OF SUCH SECURITY IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE LOAN
AGREEMENT DATED AS OF AUGUST 18, 1997, AS IN EFFECT FROM TIME TO TIME, BETWEEN
THE ISSUER HEREOF ("BORROWER") AND CERTAIN LENDERS, AND BORROWER RESERVES THE
RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH
CONDITIONS WILL BE FURNISHED BY BORROWER TO THE HOLDER HEREOF WITHOUT CHARGE.
THIS TRANCHE A SENIOR EXCHANGEABLE NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE
DISCOUNT AND, AS REQUIRED BY TREASURY REGULATION SECTION 1.1275-3(B)(1),
INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
THE ISSUE DATE AND THE YIELD TO MATURITY MAY BE OBTAINED FROM BORROWER.
INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.
TRANCHE A SENIOR EXCHANGEABLE NOTE
August 181997 $___________
International Wireless Communications Holdings, Inc., a Delaware
corporation ("BORROWER"), for value received, hereby promises to pay to the
order of [PAYEE] the principal amount of
[________________________________________] (US$___________) on August 17,
2002,* together with interest thereon calculated from the date hereof in
accordance with the provisions of the Loan Agreement referred to below.
This Note was issued pursuant to the Loan Agreement, dated as of
August 18, 1997 (as in effect from time to time, the "LOAN AGREEMENT"), among
Borrower and the Lenders who from time to time are parties thereto and is one of
the "Tranche A Notes" referred to in the Loan Agreement. The Loan Agreement
contains terms governing the rights of the holder of this Note, and all
provisions of the Loan Agreement are hereby incorporated in this Note in full by
this reference. Except as otherwise defined in this Note, each capitalized term
used in this Note has the meaning set forth in the Loan Agreement.
Subject to the transfer conditions referred to in the legend endorsed
on this Note, this Note and all rights hereunder are transferable, in whole or
in part, without charge to the
---------------------------
* [The Maturity Date]
holder, upon surrender of this Note, properly endorsed for transfer, at the
office of Borrower specified for delivery of notices pursuant to the Loan
Agreement.
This Note is exchangeable, upon the surrender of this Note by the
holder at the office of Borrower specified for delivery of notices pursuant to
the Loan Agreement, for one or more new Notes of like tenor representing in the
aggregate the rights under this Note, and each of such new Notes will represent
such portion of such rights as is designated by the holder at the time of such
surrender.
Upon receipt of evidence reasonably satisfactory to Borrower (it being
agreed that an affidavit of the holder will be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
this Note, and in the case of any such loss, theft or destruction, upon receipt
of indemnity reasonably satisfactory to Borrower (it being agreed that such
holder's its own unsecured agreement will be satisfactory), or, in the case of
any such mutilation upon surrender of such certificate, Borrower will (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the same rights represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.
It is the intention of Borrower and the holder of this Note to conform
strictly to all applicable usury laws now or hereafter in force, and any
interest payable under this Note will be subject to reduction to the amount not
in excess of the maximum legal amount allowed under the applicable usury laws as
now or hereafter construed by the courts having jurisdiction over such matters.
If such interest does exceed the maximum legal rate, it will be deemed a
mistake.
Borrower and the Initial Lenders participated jointly in the
negotiation and drafting of this Note. In the event an ambiguity or question of
intent or interpretation arises, this Note will be construed as if drafted
jointly by Borrower and the holder hereof, and no presumption or burden of proof
will arise favoring or disfavoring any Person by virtue of the authorship of any
of the provisions of this Note.
The holder of this Note named as the payee hereof is the owner of this
obligation with respect to principal and interest. Furthermore, transfer of
this obligation can be effected by such named person only by surrender of this
obligation to Borrower and by either reissuance by Borrower of this Note to a
new holder or by the issuance of a new obligation to the new holder. It is
intended that interest paid on the obligation qualify for the exemption from
U.S. withholding tax as a portfolio debt instrument under Section 871(h) or
881(c) of the Internal Revenue Code.
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IN WITNESS WHEREOF, Borrower has executed and delivered this Note on
the date specified above.
INTERNATIONAL WIRELESS
COMMUNICATIONS HOLDINGS, INC.
By
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Its
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PAYMENT DATE PRINCIPAL PAID INTEREST PAID PRINCIPAL BALANCE
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