Mobifon Holdings Bv Sample Contracts

Mobifon Holdings Bv – TERMINATION AGREEMENT (November 29th, 2005)

This Termination Agreement (this “Agreement”), is dated as of May 31, 2005, by and among Telesystem International Wireless Corporation, N.V., a company incorporated under the laws of the Netherlands (“TIWC”), MobiFon Holdings B.V., a company incorporated under the laws of the Netherlands(“MobiFon Holdings”), and Vodafone Europe B.V., a company incorporated under the laws of the Netherlands (“Vodafone”), and relates to the Romania GSM Cooperation Agreement, dated as of November 29, 1996 (the “Cooperation Agreement”) by and between TIWC and Vodafone (formerly known as AirTouch Europe B.V.), and the Undertaking of Adherence to Cooperation Agreement dated July 24, 2002 (the “Adherence Agreement”) executed by MobiFon Holdings (formerly known as ClearWave Holdings B.V.) pursuant to which MobiFon Holdings became a Party to the Cooperation Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Cooperation Agreement.

Mobifon Holdings Bv – MobiFon Holdings B.V. Offer to Purchase for Cash Any and All Outstanding Series A 12.50% Senior Notes due 2010 (CUSIP No. 607054AB9; ISIN No. US607054AB95) and Solicitation of Consents to Amendments to the Related Indenture (November 29th, 2005)

MobiFon Holdings B.V., a corporation organized under the laws of The Netherlands, which we refer to as the “Issuer,” hereby offers to purchase for cash any and all of its $222,750,000 outstanding Series A 12.50% Senior Notes due 2010, which we refer to as the “Notes,” upon the terms and subject to the conditions set forth in this Offer to Purchase and Consent Solicitation Statement and in the related Consent and Letter of Transmittal. We refer to the offer to purchase the Notes as the “Offer,” the Offer to Purchase and Consent Solicitation Statement as the “Offer to Purchase,” and the related Consent and Letter of Transmittal as the “Letter of Transmittal.” We refer to the Offer to Purchase and the Letter of Transmittal collectively as the “Offering Materials.” In conjunction with the Offer, the Issuer is soliciting from the holders of the Notes (“Holders”) consents to the adoption of certain proposed amendments to the indenture dated as of June 27, 2003 between the Issuer and The Bank

Mobifon Holdings Bv – SALE PURCHASE AGREEMENT (November 29th, 2005)
Mobifon Holdings Bv – DEED OF DISCHARGE (November 29th, 2005)
Mobifon Holdings Bv – REVOLVING CREDIT FACILITY AGREEMENT (November 29th, 2005)
Mobifon Holdings Bv – SHARE PURCHASE AGREEMENT (November 29th, 2005)
Mobifon Holdings Bv – SUBORDINATED LOAN AGREEMENT (AS AMENDED) (November 29th, 2005)
Mobifon Holdings Bv – Dated 30 June 2005 DARGATE LIMITED, MOBIFON HOLDINGS B.V., MOBIFON S.A. AND RADU RIZOIU ESCROW AGREEMENT (November 29th, 2005)
Mobifon Holdings Bv – Vodafone International Holdings B.V. Rivium Quadrant 173 - 177, 15th floor 2909 LC Capelle aan den IJssel The Netherlands Capelle aan den IJssel, 8 July 2005 Dear Sirs, Euro 1 billion Revolving Credit Facility Agreement made on 2 June 2005 between Vodafone International Holdings B.V. (as Lender) and MobiFon Holdings B.V. (as Borrower), (the “Facility”) We hereby notify you of the following change to the terms of the above Facility with effect from 8 July 2005: ‘1. Definitions and Construction (November 29th, 2005)

Pursuant to Clause 2 “Facility Amount” of the Facility, please be advised that we wish to cancel EUR 800,000,000 (eight hundred million euro) of the facility, resulting in a new “Facility amount” of EUR 200,000,000 (two hundred million euro).

Mobifon Holdings Bv – TAX SHARING AGREEMENT by and between ClearWave N.V. and Mobifon Holdings B.V. Dated as of March 15, 2004 (November 29th, 2005)
Mobifon Holdings Bv – Deed of Undertaking of Adherence (November 29th, 2005)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees and undertakes as follows (terms defined in the Share Retention and Subordination Deed, unless the context otherwise requires, have the same meanings in this Deed of Undertaking of Adherence as in the Share Retention and Subordination Deed):

Mobifon Holdings Bv – SALE PURCHASE AGREEMENT (November 29th, 2005)
Mobifon Holdings Bv – FACILITY AGREEMENT (November 29th, 2005)
Mobifon Holdings Bv – MobiFon Holdings B.V. $225,000,000 12.50% Senior Notes due 2010 Purchase Agreement (November 29th, 2005)

MobiFon Holdings B.V., a private company with limited liability under the laws of the Netherlands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $225,000,000 principal amount of the Company’s 12.50% Senior Notes due 2010 (the “Securities”).

Mobifon Holdings Bv – CLEARWAVE N.V. AND ASSIGNMENT OF CLAIM 31-05-2005 (November 29th, 2005)
Mobifon Holdings Bv – AGREEMENT AND DEED OF ASSIGNMENT (November 29th, 2005)
Mobifon Holdings Bv – SALE PURCHASE AGREEMENT (November 29th, 2005)
Mobifon Holdings Bv – Contract (May 19th, 2005)

General Inspectorate for Communications and Information Technology Bucuresti, Str. Italiana nr. 22, sector 2, cod posta1: 020976 Cod fiscal:................... Cont IBAN: ......................deschis la Trezoreria Statului Sucursala Sectorului 2 Bucuresti. Telefon: +40-21-3032.999; Fax: +40-21-3032.937

Mobifon Holdings Bv – PROMISSORY NOTE ("Schuldbekentenis") (May 19th, 2005)

WHEREAS, the Obligor, the Payee and Deraso Holding B.V. ("Deraso"), inter alia, are parties to a Sale Transfer Agreement as to be signed, by and between the parties (thereinafter the "Agreement") respecting the sale and purchase of a number of 29,388,475 fully paid-up shares of MobiFon S.A. ("Mobifon"), each having a nominal value of ROL 3,750 (the "Shares"), substantially on and subject to the terms and conditions of and for a consideration set forth in the Agreement;

Mobifon Holdings Bv – PROMISSORY NOTE ("Schuldbekentenis") (May 19th, 2004)

Telesystem International Wireless, Inc., a public company incorporated under the laws of Canada, with its principal offices located Montreal, Canada, hereinafter referred to as "Payee";

Mobifon Holdings Bv – COOPERATION AGREEMENT (October 15th, 2003)

Exhibit 10.2 ROMANIA GSM COOPERATION AGREEMENT THIS ROMANIA GSM COOPERATION AGREEMENT (this "Agreement") is entered into as of November 29, 1996 by and between TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V. ("TIWC"), a company incorporated under the laws of The Netherlands, having its registered office at Coosingel 139, 30-12 AG Rotterdam, The Netherlands, and AIRTOUCH EUROPE B.V. ("ATE"), a company incorporated under the laws of The Netherlands, having its registered office at Parkstraat 83-89, 2514 JG The Hague, The Netherlands. (TIWC and ATE are herein referred to individually as a "Party" and collectively as the "Parties".) RECITALS WHEREAS the Romanian Ministry of Communications (the "Ministry") has indicated its intention to award licences for GSM cellular mobile telephony services in Romania ("GSM Licence"

Mobifon Holdings Bv – Exchange and Registration Rights Agreement (September 17th, 2003)

Exhibit 4.2 MobiFon Holdings B.V. $225,000,000 12.50% Senior Notes due 2010 Exchange and Registration Rights Agreement June 27, 2003 Goldman, Sachs & Co., Lazard Freres & Co. LLC As the Purchasers c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: MobiFon Holdings B.V., a Netherlands private limited liability corporation (the "Company"), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $225,000,000 12.50% Senior Notes due 2010. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of hold

Mobifon Holdings Bv – SERVICE AGREEMENT (September 17th, 2003)

Exhibit 10.11 SERVICE AGREEMENT THIS SERVICES AGREEMENT (the "AGREEMENT") is entered into and effective as of April 1, 2002 by and between: CLEARWAVE SERVICES (MAURITIUS) LTD., a limited liability company incorporated under the laws of Mauritius, having its head office at 608 St. James Court, St. Denis Street, Port Louis, Mauritius, registered with Register of Companies, Port Louis, under file no. 24170/5709, duly represented by Aslam Koomar (hereinafter referred to as "THE SERVICE PROVIDER"), And CLEARWAVE HOLDINGS BV, a company organized and existing under the laws of The Netherlands, having its headquarters located at Strawinskylaan 707 1077 XX Amsterdam, registered with Amsterdam Chamber of Commerce under no.34171018, duly represented by Kees Van Ravenhorst, or any affiliated company thereof (hereinafter referred to as " THE BENEFICIARY "),

Mobifon Holdings Bv – SUBORDINATED LOAN AGREEMENT (September 17th, 2003)

Exhibit 10.16 SUBORDINATED LOAN AGREEMENT DATED June 27, 2003 BETWEEN CLEARWAVE N.V. as Lender and MOBIFON HOLDINGS B.V. as Borrower STIBBE P.C. THIS LOAN AGREEMENT is entered into on June 27, 2003 by and between: THE UNDERSIGNED 1. CLEARWAVE N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands and having its registered office at Strawinskylaan 707, 1077 XX Amsterdam, the Netherlands, hereinafter also referred to as the "LENDER"; and 2. MOBIFON HOLDINGS B.V., a private limited company incorporated under the

Mobifon Holdings Bv – CONTRACT OF ASSOCIATION (September 17th, 2003)

. . . Exhibit 10.1 MOBIFON S.A. CONTRACT OF ASSOCIATION TABLES OF CONTENTS RECITALS................................................................................................................. 5 TERMS AND CONDITIONS..................................................................................................... 5 SECTION 1. DEFINITIONS................................................................................................... 5 SECTION 2.

Mobifon Holdings Bv – EXIT AGREEMENT (September 17th, 2003)

Exhibit 10.4 Private & Confidential DATED MAY 3, 2001 ---------------------------------- TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V. (1) CLEARWAVE N.V. (2) ROMGSM HOLDINGS LIMITED (3) THE INVESTORS (4) ----------------------------- AMENDED AND RESTATED EXIT AGREEMENT ----------------------------- NORTON ROSE CONTENTS CLAUSE PAGE

Mobifon Holdings Bv – MANAGEMENT SERVICE AGREEMENT (September 17th, 2003)

Exhibit 10.12 MANAGEMENT SERVICE AGREEMENT THIS MANAGEMENT SERVICE AGREEMENT (the "AGREEMENT") is entered into and effective as of April 1, 2002 by and between: CLEARWAVE SERVICES (MAURITIUS) LTD., a limited liability company incorporated under the laws of Mauritius, having its head office at 608 St. James Court, St. Denis Street, Port Louis, Mauritius, registered with Register of Companies, Port Louis, under file no. 24170/5709, duly represented by Aslam Koomar (hereinafter referred to as " CLEARWAVE SERVICES "), And CLEARWAVE HOLDINGS BV, a company organized and existing under the laws of The Netherlands, having its headquarters located at Strawinskylaan 707 1077 XX Amsterdam, registered with Amsterdam Chamber of Commerce under no.34171018, duly represented by Kees Van Ravenhorst, or any affiliated company thereof (hereinafter referred to as " CLEARWAV