UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___)
SR Telecom Inc.
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(Name of Issuer)
Common Shares, No Par Value
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(Title of Class of Securities)
78464P208
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive
notices and communications)
October 1, 2005
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(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box [ ].
(Continued on following pages)
(Page 1 of 20 Pages)
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 2 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 116,087,436
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 116,087,436
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
116,087,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
86.8% **
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of New Debentures (as defined herein)
beneficially owned only by the Reporting Persons, and no conversion of
New Debentures by other holders of New Debentures
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 3 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B IV Capital Partners, L.P.
71-0882125
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 76,148,709
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 76,148,709
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
76,148,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
81.2% **
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of New Debentures (as defined herein)
beneficially owned only by the Reporting Persons, and no conversion of
New Debentures by other holders of New Debentures
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 4 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GP Capital IV, LLC
04-3575350
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 76,148,709
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 76,148,709
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
76,148,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
81.2% **
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of New Debentures beneficially owned only by B
IV Capital Partners, L.P., and no conversion of New Debentures by other
holders of New Debentures
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 5 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The October Fund, Limited Partnership
04-3504882
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,915,635
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 10,915,635
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,915,635
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
38.3% **
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of New Debentures beneficially owned only by
The October Fund, Limited Partnership, and no conversion of New
Debentures by other holders of New Debentures
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 6 OF 20 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
October G.P., LLC
04-3504881
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,915,635
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 10,915,635
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,915,635
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
38.3% **
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes conversion of New Debentures beneficially owned only by
The October Fund, Limited Partnership, and no conversion of New
Debentures by other holders of New Debentures
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 7 OF 20 PAGES
This Schedule 13D dated October 1, 2005 (Schedule 13D) is filed
with the Securities and Exchange Commission by the Reporting Persons
(as defined below) to report beneficial ownership of common shares, no
par value (the Shares) of SR Telecom Inc. (the Issuer) issuable upon
conversion of the Issuer's 10% Secured Convertible Debentures due
October 15, 2011 (the New Debentures).
This filing of Schedule 13D is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required
to be filed.
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D relates to the Shares. The principal executive
offices of the Issuer are located at 8150 Trans-Canada Hwy, Montreal, QC
H4S 1M5a.
ITEM 2. IDENTITY AND BACKGROUND:
This statement is being filed jointly by each of the following
persons (collectively, the Reporting Persons): DDJ Capital Management,
LLC , a Massachusetts limited liability company (DDJ); B IV Capital
Partners, L.P., a Delaware limited partnership (B IV); GP Capital IV, LLC,
a Delaware limited liability company; The October Fund, Limited
Partnership, a Massachusetts limited partnership (October); and October
G.P., LLC, a Delaware limited liability company. GP Capital IV, LLC is
the general partner of, and DDJ is the investment manager for, B IV.
October G.P., LLC is the general partner of, and DDJ is the investment
manager for, October. DDJ is also the investment manager for an
institutional investor (the Account), and an investment advisor to DDJ
Canadian High Yield Fund, a closed-end investment trust established
under the laws of the Province of Ontario, Canada (DDJ Canadian). B IV,
GP Capital IV, LLC, October, and October G.P., LLC, together with the
Account and DDJ Canadian, shall be referred to herein as the DDJ
Affiliates.
The Shares described herein are issuable upon conversion of the
New Debentures. The New Debentures are owned by one or more of B
IV, October, the Account and DDJ Canadian. The principal office of each
of the Reporting Persons is located at 141 Linden Street, Suite 4,
Wellesley, Massachusetts 02482.
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 8 OF 20 PAGES
The name, residence, or business address, principal occupation or
employment and citizenship of each of the executive officers and directors
of the Reporting Persons is set forth on Annex A hereto.
Within the past five years, none of the Reporting Persons named in
this Item 2 or, to the best of their knowledge, the persons listed on Annex
A has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding
any violations with respect to such laws.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION:
On August 25, 2005, the Issuer completed its offer to exchange its
outstanding CDN$71 million 8.15% debentures due August 31, 2005 (the
Old Debentures), plus accrued interest thereon, into the New Debentures
(the Exchange). Prior to the Exchange, B IV owned CDN$15,480,000
principal amount of the Old Debentures; October owned CDN$2,219,000
principal amount of the Old Debentures; the Account owned
CDN$1,085,000 principal amount of the Old Debentures; and DDJ
Canadian owned CDN$4,815,000 principal amount of the Old Debentures.
In the Exchange, the Issuer issued an aggregate of CDN$75.3 million
principal amount of New Debentures, of which the DDJ Affiliates
received an aggregate of CDN$25,203,525 principal amount of New
Debentures in exchange for its Old Debentures. The New Debentures may
be converted into Shares at any time upon the earlier to occur of (i)
November 30, 2005, and (ii) the business day after the date on which a
record date is set with respect to a proposed rights offering to be initiated
by the Issuer to its existing shareholders (the Mandatory Conversion Date).
On the Mandatory Conversion Date, CDN$10 million principal amount of
the aggregate CDN$75.3 million principal amount of New Debentures
issued and outstanding (including an aggregate of $3,347,082 principal
amount of New Debentures held by the DDJ Affiliates) will automatically
be converted into Shares on a pro rata basis among holders of the New
Debentures. Following the Mandatory Conversion Date, upon election by
a holder of the New Debentures, CDN$1,000 principal amount of such
New Debentures will convert into 4,606 Shares.
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 9 OF 20 PAGES
Because the New Debentures may be converted into Shares within
60 days of the date of this Statement (i.e., the Mandatory Conversion Date
is no later than November 30, 2005), as of the date hereof, DDJ and the
DDJ Affiliates in the aggregate may be deemed to beneficially own the
116,087,436 Shares issuable upon the exercise of the New Debentures
held by the DDJ Affiliates. In addition, B IV may be deemed to
beneficially own a total of 76,148,709 Shares, and October may be deemed
to beneficially own a total of 10,915,635 Shares.
ITEM 4. PURPOSE OF TRANSACTION:
The information set forth in Item 6 hereof is hereby incorporated
by reference into this Item 4.
The New Debentures, which are convertible into Shares, were
acquired by the DDJ Affiliates pursuant to the Exchange (see Item 3).
DDJ, as investment manager and/or advisor, may cause B IV, October, the
Account and DDJ Canadian to purchase New Debentures and/or Shares,
subject to a number of factors, including, among others, the availability of
Shares for sale at what DDJ considers to be reasonable prices, other
investment opportunities that may be available to B IV, October, the
Account and DDJ Canadian, and applicable securities laws.
DDJ and the DDJ Affiliates intend to review continuously the
respective equity position of B IV, October, the Account and DDJ
Canadian in the Issuer. Depending upon future evaluations of the business
prospects of the Issuer and upon other developments, including, but not
limited to, general economic and business conditions and money market
and stock market conditions, DDJ and the DDJ Affiliates may determine
to increase or decrease the equity interest in the Issuer by acquiring
additional New Debentures and/or Shares, or by disposing of all or a
portion of the New Debentures and/or Shares held by the DDJ Affiliates.
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 10 OF 20 PAGES
None of DDJ or the DDJ Affiliates has any present plan or
proposal which relates to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale or
transfer of a material amount of assets of or involving the Issuer or any of
its subsidiaries, (ii) any change in the Issuer's present Board of Directors
or management, (iii) any material changes in the Issuer's present
capitalization or dividend policy or any other material change in the
Issuer's business or corporate structure, (iv) any change in the Issuer's
charter or bylaws, (v) the Issuer's Shares becoming eligible for termination
of their registration pursuant to Section 12(g)(4) of the 1934 Act, or (vi)
any similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
According to information contained in the Issuer's report on Form
6-K filed with the Securities and Exchange Commission on August 15,
2005, the number of Shares outstanding was 17,610,132 as of the close of
business on June 30, 2005.
(a) B IV owns, and GP Capital IV, LLC and DDJ beneficially
own, as general partner and investment manager, respectively, of B IV,
New Debentures in a principal amount equal to CDN$16,532,503.
Following the Mandatory Conversion Date, these New Debentures become
convertible into 76,148,709 Shares, or approximately 81.22% of the
outstanding Shares of the Issuer (assuming conversion of only the New
Debentures held by B IV and not the conversion of any New Debentures
held by the other DDJ Affiliates or any other holders of the New
Debentures). October owns, and October G.P., LLC and DDJ beneficially
own, as general partner and investment manager, respectively, of October,
New Debentures in a principal amount equal to CDN$2,369,873.
Following the Mandatory Conversion Date, these New Debentures become
convertible into 10,915,299 Shares, or approximately 38.27% of the
outstanding Shares (assuming conversion of only the New Debentures held
by October and not the conversion of any New Debentures held by the
other DDJ Affiliates or any other holders of the New Debentures). DDJ,
as investment manager to B IV,
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 11 OF 20 PAGES
October and the Account, and as investment advisor to DDJ Canadian,
may be deemed to beneficially own New Debentures in a principal amount
equal to CDN$25,203,525. Following the Mandatory Conversion Date,
these New Debentures become convertible into 116,087,436 Shares, or
approximately 86.83% of the outstanding Shares of the Issuer (assuming
conversion only of the New Debentures held by the DDJ Affiliates and not
the conversion of any New Debentures held by any other holders of the
New Debentures). Assuming full conversion by the Reporting Persons
and all other holders of the New Debentures currently outstanding, the
Reporting Persons in the aggregate may be deemed to beneficially own
approximately 31.84% of the Shares of the Issuer.
(b) Each of the Reporting Persons has sole power to vote and
to dispose of the number of Shares beneficially owned so indicated in Item
5(a) above.
(c) Except as set forth in Item 3, none of the Reporting
Persons, and, to the best knowledge of the Reporting Persons, none of the
persons named in Annex A hereto, have effected any transaction in the
Shares during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER:
Each of B IV, October, the Account and DDJ Canadian is a party
to a Credit Agreement (the Credit Agreement) dated as of May 19, 2005
by and between the Issuer, BNY Trust Company of Canada, as
Administrative Agent and Collateral Agent, and certain lenders, including
the aforementioned DDJ Affiliates, party thereto from time to time. The
Credit Agreement provides the Issuer with a revolving credit facility of
USD$39.625 million that extends until October 1, 2006, followed by a
non-revolving term period that shall extend until October 2, 2011. DDJ,
the Issuer and certain other entities are also parties to a term sheet dated
May 19, 2005 (as amended), which also provides for certain rights and
obligations of funds and accounts managed by DDJ as holders of the New
Debentures. DDJ and B IV, October, the Account and DDJ Canadian are
also a party to certain registration rights agreements with the Issuer
whereby the Issuer has provided certain registration rights to DDJ and/or
the aforementioned
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 12 OF 20 PAGES
DDJ Affiliates, as applicable. Other than as described in this Schedule
13D, none of the Reporting Persons and, to the best knowledge of the
Reporting Persons, none of the persons named in Annex A, hereto have
any contract, arrangement, understanding or relationship with any person
with respect to any securities of the Issuer, including respecting voting or
transfer of Issuer securities or joint venture, finder's fee or the like.
B IV, October, the Account and DDJ Canadian may from time to
time own debt securities issued by the Issuer, and may from time to time
purchase and/or sell such debt securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
The Exhibit Index is incorporated herein by reference.
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 13 OF 20 PAGES
Signature:
========
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
B IV CAPITAL PARTNERS, L.P.
By: GP Capital IV, LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: * /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
GP CAPITAL IV, LLC
By: DDJ Capital Management, LLC, Manager
By: * /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 14 OF 20 PAGES
THE OCTOBER FUND, LIMITED PARTNERSHIP
By: October G.P., LLC, its General Partner
By: DDJ Capital Management, LLC, Manager
By: * /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
OCTOBER G.P., LLC
By: DDJ Capital Management, LLC, Manager
By: * /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
* Limited Power of attorney filed as Exhibit B to this Schedule 13D
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 15 OF 20 PAGES
ANNEX A
===========
The name and present principal occupation or employment of each
executive officer and member of DDJ Capital Management, LLC and each
director of the DDJ Affiliates are set forth below. The business address of
each person and the address of the corporation or organization in which
such employment is conducted is 141 Linden Street, Suite 4, Wellesley,
MA 02482. Mr. Breazzano and Ms. Mencher are U. S. citizens.
NAME PRINCIPAL OCCUPATION OR
EMPLOYMENT
=====
===============================
========
David J. Breazzano Principal of DDJ Capital Management, LLC,
and other activities acting on behalf of the DDJ
Affiliates
Judy K. Mencher Principal of DDJ Capital Management, LLC,
and other activities acting on behalf of the DDJ
Affiliates
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 16 OF 20 PAGES
EXHIBIT INDEX
===========
A. Joint Filing Agreement, dated as of October 1, 2005, by and
among DDJ Capital Management, LLC, B IV Capital Partners,
L.P., G.P. Capital IV, LLC, The October Fund, Limited
Partnership, and October G.P., LLC
B. Power of Attorney, dated as of October 1, 2005, granted by
DDJ Capital Management, LLC, B IV Capital Partners, L.P.,
G.P. Capital IV, LLC, The October Fund, Limited Partnership
and October G.P., LLC in favor of Joshua L. McCarthy
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 17 OF 20 PAGES
EXHIBIT A
===========
JOINT FILING AGREEMENT
The undersigned hereby agree that statements on Schedules 13G and 13D
and Forms 3, 4 and 5 with respect to the Shares of SR Telecom Inc. and
any amendments thereto signed by each of the undersigned shall be filed
on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended. The undersigned hereby further agree
that this Joint Filing Agreement may be included as an exhibit to such
statements or amendments. This Joint Filing Agreement may be executed
in any number of counterparts, all of which taken together shall constitute
one and the same instrument.
Dated as of: October 1, 2005
DDJ Capital Management, LLC
By:* /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
B IV Capital Partners, L.P.
By: GP Capital IV, LLC, its General
Partner
By: DDJ Capital Management, LLC,
Manager
By:* /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
GP Capital IV, LLC
By: DDJ Capital Management, LLC,
Manager
By: * /s/ Joshua L. McCarthy___
Joshua L. McCarthy
Attorney-in-Fact*
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 18 OF 20 PAGES
The October Fund, Limited
Partnership
By: October G.P., LLC, its
General Partner
By: DDJ Capital
Management, LLC, Manager
By:* /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
October G.P., LLC
By: DDJ Capital
Management, LLC, Manager
By:* /s/ Joshua L. McCarthy
Joshua L. McCarthy
Attorney-in-Fact*
* Power of attorney filed as Exhibit B to this Schedule 13D
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 19 OF 20 PAGES
EXHIBIT B
===========
POWER OF ATTORNEY
DDJ Capital Management, LLC, B IV Capital Partners, L.P., GP Capital
IV, LLC, The October Fund, Limited Partnership, and October G.P., LLC
each hereby appoint Joshua L. McCarthy its true and lawful attorney-in-
fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G or 13D, Forms 3, 4 or 5, any amendments
thereto or any related documentation which may be required to be filed in
his individual capacity as a result of its position as an officer, director or
shareholder of SR Telecom Inc. and, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing which he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, may lawfully do or
cause to be done by virtue hereof.
Dated as of: October 1, 2005
DDJ Capital Management, LLC
By: /s/ David J. Breazzano
Name: David J. Breazzano
Title: Member
B IV Capital Partners, L.P.
By: GP Capital IV, LLC, its General
Partner
By: DDJ Capital Management, LLC,
Manager
By: /s/ David J. Breazzano
Name: David J. Breazzano
Title: Member
SCHEDULE 13D
CUSIP NO. 78464P208 PAGE 20 OF 20 PAGES
GP Capital IV, LLC
By: DDJ Capital Management, LLC,
Manager
By: /s/ David J. Breazzano
Name: David J. Breazzano
Title: Member
The October Fund, Limited Partnership
By: October G.P., LLC, its General
Partner
By: DDJ Capital Management, LLC,
Manager
By: /s/ David J. Breazzano
Name: David J. Breazzano
Title: Member
October G.P., LLC
By: DDJ Capital Management, LLC,
Manager
By: /s/ David J. Breazzano
Name: David J. Breazzano
Title: Member