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                                                                     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 holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         "Additional Interest" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

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         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as June 27, 2003, between
     the Company and The Bank of Nova Scotia Trust Company of New York, as
     Trustee, as the same shall be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     June 25, 2003, between the Purchasers and the Company relating to the
     Securities.

         "Purchasers" shall mean Goldman, Sachs & Co. and Lazard Freres & Co.
     LLC.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

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         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the $225,000,000 12.50% Senior
     Notes due 2010 of the Company to be issued and sold to the Purchasers, and
     securities issued in exchange therefor or in lieu thereof pursuant to the
     Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
in Section 2(b) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2.       Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company agrees to
     file with the Commission under the Securities Act, on or prior to 90 days
     after the Closing Date, a registration statement relating to an offer to
     exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities issued
     by the Company, which debt securities are substantially identical to the
     Securities (and are entitled to the benefits of a trust indenture which is
     substantially identical to the Indenture or is the Indenture and which has
     been qualified under the Trust Indenture Act), except that they have been
     registered pursuant to an effective registration statement under the
     Securities Act and do not contain provisions for the Additional Interest
     contemplated in Section 2(c) below (such new debt securities hereinafter
     called "Exchange Securities"). The Company agrees to use all commercially
     reasonable efforts to have the Exchange Registration Statement declared
     effective by the Commission as promptly as possible, but in any case on or
     prior to

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     180 days after the Closing Date. The Exchange Offer will be registered
     under the Securities Act on the appropriate form and will comply with all
     applicable tender offer rules and regulations under the Exchange Act. The
     Company further agrees to use all commercially reasonable efforts to issue
     on or prior to 30 business days, or longer, if required by the federal
     securities laws, after the date on which the Exchange Registration
     Statement was declared effective by the Commission, Exchange Securities in
     exchange for all Registrable Securities properly tendered, and not
     withdrawn, on or prior to the expiration of the Exchange Offer. The
     Exchange Offer will be deemed to have been "completed" only if the debt
     securities received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are, upon receipt, transferable
     by each such holder without restriction under the Securities Act and the
     Exchange Act and without material restrictions under the blue sky or
     securities laws of a substantial majority of the States of the United
     States of America. The Exchange Offer shall be deemed to have been
     completed upon the earlier to occur of (i) the Company having exchanged the
     Exchange Securities for all outstanding Registrable Securities pursuant to
     the Exchange Offer and (ii) the Company having exchanged, pursuant to the
     Exchange Offer, Exchange Securities for all Registrable Securities that
     have been properly tendered and not withdrawn before the expiration of the
     Exchange Offer, which shall be on a date that is at least 30 days following
     the commencement of the Exchange Offer. The Company agrees (x) to include
     in the Exchange Registration Statement a prospectus for use in any resales
     by any holder of Exchange Securities that is a broker-dealer and (y) to
     keep such Exchange Registration Statement effective for a period (the
     "Resale Period") beginning when Exchange Securities are first issued in the
     Exchange Offer and ending upon the earlier of the expiration of the 180th
     day after the Exchange Offer has been completed and such time as such
     broker-dealers no longer own any Registrable Securities. With respect to
     such Exchange Registration Statement, such holders shall have the benefit
     of the rights of indemnification and contribution set forth in Sections
     6(a), (c), (d) and (e) hereof.

         (b) If (i) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the debt
     securities received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are not or would not be, upon
     receipt, transferable by each such holder without restriction under the
     Securities Act, (ii) the Exchange Offer has not been completed within 225
     days following the Closing Date or (iii) the Exchange Offer is not
     available to any holder of the Securities, and the Company has been so
     notified prior to the 20th day following consummation of the Exchange
     Offer, the Company shall, in lieu of (or, in the case of clause (iii), in
     addition to) conducting the Exchange Offer contemplated by Section 2(a),
     file with the Commission under the Securities Act on or prior to 30 days
     after the time such obligation to file arises, a "shelf" registration
     statement providing for the registration of, and the sale on a continuous
     or delayed basis by the holders of, all of the Registrable Securities,
     pursuant to Rule 415 or any similar rule that may be adopted by the
     Commission (such filing, the "Shelf Registration" and such registration
     statement, the "Shelf Registration Statement"). The Company agrees to use
     all commercially reasonable efforts (x) to cause the Shelf Registration
     Statement to become or be declared effective by the Commission as promptly
     as possible, but in any case on or prior to 90 days after the obligation to
     file the Shelf Registration Statement arises and to keep such Shelf
     Registration Statement continuously effective for a period ending on the
     earlier of the second anniversary of the Effective Time or such time as
     there are no longer any Registrable Securities outstanding, provided,
     however, that no holder shall be entitled to be named as a selling
     securityholder in the Shelf Registration Statement or to use the prospectus
     forming a part thereof for resales of Registrable Securities unless such
     holder is an Electing Holder, and (y) after the Effective Time of the Shelf
     Registration Statement, promptly upon the request of any holder of
     Registrable Securities that is not then an Electing

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     Holder, to take any action reasonably necessary to enable such holder to
     use the prospectus forming a part thereof for resales of Registrable
     Securities, including, without limitation, any action necessary to identify
     such holder as a selling securityholder in the Shelf Registration
     Statement, provided, however, that nothing in this Clause (y) shall relieve
     any such holder of the obligation to return a completed and signed Notice
     and Questionnaire to the Company in accordance with Section 3(d)(iii)
     hereof. The Company further agrees to supplement or make amendments to the
     Shelf Registration Statement, as and when required by the rules,
     regulations or instructions applicable to the registration form used by the
     Company for such Shelf Registration Statement or by the Securities Act or
     rules and regulations thereunder for shelf registration, and the Company
     agrees to furnish to each Electing Holder copies of any such supplement or
     amendment prior to its being used or promptly following its filing with the
     Commission.

         (c) In the event that (i) the Company has not filed the Exchange
     Registration Statement or Shelf Registration Statement on or before the
     date on which such registration statement is required to be filed pursuant
     to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
     Statement or Shelf Registration Statement has not become effective or been
     declared effective by the Commission on or before the date on which such
     registration statement is required to become or be declared effective
     pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
     has not been completed within 30 business days after the date such Exchange
     Registration Statement relating to the Exchange Offer is required to become
     or be declared effective pursuant to Section 2(a) (if the Exchange Offer is
     then required to be made) or (iv) any Exchange Registration Statement or
     Shelf Registration Statement required by Section 2(a) or 2(b) hereof is
     filed and declared effective but shall thereafter either be withdrawn by
     the Company or shall become subject to an effective stop order issued
     pursuant to Section 8(d) of the Securities Act suspending the effectiveness
     of such registration statement (except as specifically permitted herein)
     without being succeeded immediately by an additional registration statement
     filed and declared effective (each such event referred to in clauses (i)
     through (iv), a "Registration Default"), then, as liquidated damages for
     such Registration Default, subject to the provisions of Section 9(b),
     additional interest ("Additional Interest"), in addition to the Base
     Interest, shall accrue from and including the date on which such
     Registration Default shall occur until but excluding the date on which all
     such Registration Defaults have been cured (each such period, a
     "Registration Default Period") at a rate of $0.05 per week per $1,000
     principal amount of Registrable Securities for the first 90 days of the
     Registration Default Period and the amount of Additional Interest shall
     increase by an additional $0.05 per week per $1,000 principal amount of
     Registrable Securities with respect to each subsequent 90-day period during
     the Registration Default Period, up to a maximum amount of Additional
     Interest for all Registration Defaults of $0.50 per week per $1,000
     principal amount for the remaining portion of the Registration Default
     Period.

         (d) The Company shall take all actions necessary or advisable to be
     taken by it to ensure that the transactions contemplated herein are
     effected as so contemplated.

         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

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         3. Registration Procedures.

             If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act of 1939.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                  (i)      prepare and file with the Commission, on or prior to
            90 days after the Closing Date, an Exchange Registration Statement
            on any form which may be utilized by the Company and which shall
            permit the Exchange Offer and resales of Exchange Securities by
            broker-dealers during the Resale Period to be effected as
            contemplated by Section 2(a), and use all commercially reasonable
            efforts to cause such Exchange Registration Statement to become
            effective as promptly as possible, but in any case on or prior to
            180 days after the Closing Date;

                  (ii)     as soon as practicable prepare and file with the
            Commission such amendments and supplements to such Exchange
            Registration Statement and the prospectus included therein as may be
            necessary to effect and maintain the effectiveness of such Exchange
            Registration Statement for the periods and purposes contemplated in
            Section 2(a) hereof and as may be required by the applicable rules
            and regulations of the Commission and the instructions applicable to
            the form of such Exchange Registration Statement, and promptly
            provide each broker-dealer holding Exchange Securities with such
            number of copies of the prospectus included therein (as then amended
            or supplemented), in conformity in all material respects with the
            requirements of the Securities Act and the Trust Indenture Act and
            the rules and regulations of the Commission thereunder, as such
            broker-dealer reasonably may request prior to the expiration of the
            Resale Period, for use in connection with resales of Exchange
            Securities;

                  (iii)    promptly notify each broker-dealer that has requested
            or received copies of the prospectus included in such registration
            statement, and confirm such advice in writing, (A) when such
            Exchange Registration Statement or the prospectus included therein
            or any prospectus amendment or supplement or post-effective
            amendment has been filed, and, with respect to such Exchange
            Registration Statement or any post-effective amendment, when the
            same has become effective, (B) of any comments by the Commission and
            by the blue sky or securities commissioner or regulator of any state
            with respect thereto or any request by the Commission for amendments
            or supplements to such Exchange Registration Statement or prospectus
            or for additional information, (C) of the issuance by the Commission
            of any stop order suspending the effectiveness of such Exchange
            Registration Statement or the initiation or threatening of any
            proceedings for that purpose, (D) if at any time the representations
            and warranties of the Company contemplated by Section 5 cease to be
            true and correct in all material respects, (E) of the receipt by the
            Company of any notification with respect to the suspension of the
            qualification of the Exchange Securities for sale in any
            jurisdiction or the initiation or threatening of

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            any proceeding for such purpose, or (F) at any time during the
            Resale Period when a prospectus is required to be delivered under
            the Securities Act, that such Exchange Registration Statement,
            prospectus, prospectus amendment or supplement or post-effective
            amendment does not conform in all material respects to the
            applicable requirements of the Securities Act and the Trust
            Indenture Act and the rules and regulations of the Commission
            thereunder or contains an untrue statement of a material fact or
            omits to state any material fact required to be stated therein or
            necessary to make the statements therein not misleading in light of
            the circumstances then existing;

                  (iv)     in the event that the Company would be required,
            pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers
            holding Exchange Securities, without delay prepare and furnish to
            each such holder a reasonable number of copies of a prospectus
            supplemented or amended so that, as thereafter delivered to
            purchasers of such Exchange Securities during the Resale Period,
            such prospectus shall conform in all material respects to the
            applicable requirements of the Securities Act and the Trust
            Indenture Act and the rules and regulations of the Commission
            thereunder and shall not contain an untrue statement of a material
            fact or omit to state a material fact required to be stated therein
            or necessary to make the statements therein not misleading in light
            of the circumstances then existing;

                  (v)      use all commercially reasonable efforts to obtain the
            withdrawal of any order suspending the effectiveness of such
            Exchange Registration Statement or any post-effective amendment
            thereto at the earliest practicable date;

                  (vi)     use all commercially reasonable efforts to (A)
            register or qualify the Exchange Securities under the securities
            laws or blue sky laws of such jurisdictions as are contemplated by
            Section 2(a) no later than the commencement of the Exchange Offer,
            (B) keep such registrations or qualifications in effect and comply
            with such laws so as to permit the continuance of offers, sales and
            dealings therein in such jurisdictions until the expiration of the
            Resale Period and (C) take any and all other actions as may be
            reasonably necessary or advisable to enable each broker-dealer
            holding Exchange Securities to consummate the disposition thereof in
            such jurisdictions; provided, however, that the Company shall not be
            required for any such purpose to (1) qualify as a foreign
            corporation in any jurisdiction wherein it would not otherwise be
            required to qualify but for the requirements of this Section
            3(c)(vi), (2) consent to general service of process in any such
            jurisdiction or (3) make any changes to its certificate of
            incorporation or by-laws or any agreement between it and its
            stockholders;

                  (vii)    use all commercially reasonable efforts to obtain the
            consent or approval of each governmental agency or authority,
            whether federal, state or local, which may be required to effect the
            Exchange Registration, the Exchange Offer and the offering and sale
            of Exchange Securities by broker-dealers during the Resale Period;

                  (viii)   provide a CUSIP number for all Exchange Securities,
            not later than the applicable Effective Time;

                  (ix)     comply with all applicable rules and regulations of
            the Commission, and make generally available to its securityholders
            as soon as practicable but no later than eighteen months after the
            effective date of such Exchange Registration Statement, an earning
            statement of the Company and its subsidiaries complying with

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              Section 11(a) of the Securities Act (including, at the option of
              the Company, Rule 158 thereunder).

     (d)  In connection with the Company's obligations with respect to the Shelf
Registration, if applicable, the Company shall, as soon as practicable (or as
otherwise specified):

                  (i)      prepare and file with the Commission, as soon as
         practicable but in any case within the time periods specified in
         Section 2(b), a Shelf Registration Statement on any form which may be
         utilized by the Company and which shall register all of the Registrable
         Securities for resale by the holders thereof in accordance with such
         method or methods of disposition as may be specified by such of the
         holders as, from time to time, may be Electing Holders and use all
         commercially reasonable efforts to cause such Shelf Registration
         Statement to become effective as promptly as possible, but in any case
         within the time periods specified in Section 2(b);

                  (ii)     not less than 30 calendar days prior to the Effective
         Time of the Shelf Registration Statement, mail the Notice and
         Questionnaire to the holders of Registrable Securities; no holder shall
         be entitled to be named as a selling securityholder in the Shelf
         Registration Statement as of the Effective Time, and no holder shall be
         entitled to use the prospectus forming a part thereof for resales of
         Registrable Securities at any time, unless such holder has returned a
         completed and signed Notice and Questionnaire to the Company by the
         deadline for response set forth therein; provided, however, holders of
         Registrable Securities shall have at least 28 calendar days from the
         date on which the Notice and Questionnaire is first mailed to such
         holders to return a completed and signed Notice and Questionnaire to
         the Company;

                  (iii)    after the Effective Time of the Shelf Registration
         Statement, upon the request of any holder of Registrable Securities
         that is not then an Electing Holder, promptly send a Notice and
         Questionnaire to such holder; provided that the Company shall not be
         required to take any action to name such holder as a selling
         securityholder in the Shelf Registration Statement or to enable such
         holder to use the prospectus forming a part thereof for resales of
         Registrable Securities until such holder has returned a completed and
         signed Notice and Questionnaire to the Company;

                  (iv)     as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Shelf Registration
         Statement and the prospectus included therein as may be necessary to
         effect and maintain the effectiveness of such Shelf Registration
         Statement for the period specified in Section 2(b) hereof and as may be
         required by the applicable rules and regulations of the Commission and
         the instructions applicable to the form of such Shelf Registration
         Statement, and furnish to the Electing Holders copies of any such
         supplement or amendment simultaneously with or prior to its being used
         or filed with the Commission;

                  (v)      comply with the provisions of the Securities Act with
         respect to the disposition of all of the Registrable Securities covered
         by such Shelf Registration Statement in accordance with the intended
         methods of disposition by the Electing Holders provided for in such
         Shelf Registration Statement;

                  (vi)     provide (A) the Electing Holders, (B) the
         underwriters (which term, for purposes of this Exchange and
         Registration Rights Agreement, shall include a

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         person deemed to be an underwriter within the meaning of Section
         2(a)(11) of the Securities Act), if any, thereof, (C) any sales or
         placement agent therefor, (D) counsel for any such underwriter or agent
         and (E) not more than one counsel for all the Electing Holders the
         opportunity to participate in the preparation of such Shelf
         Registration Statement, each prospectus included therein or filed with
         the Commission and each amendment or supplement thereto;

                  (vii)    for a reasonable period prior to the filing of such
         Shelf Registration Statement, and throughout the period specified in
         Section 2(b), make available at reasonable times at the Company's
         principal place of business or such other reasonable place for
         inspection by the persons referred to in Section 3(d)(vi) who shall
         certify to the Company that they have a current intention to sell the
         Registrable Securities pursuant to the Shelf Registration such
         financial and other information and books and records of the Company,
         and cause the officers, employees, counsel and independent certified
         public accountants of the Company to respond to such inquiries, as
         shall be reasonably necessary, in the judgment of the counsel referred
         to in such Section, to conduct a reasonable investigation within the
         meaning of Section 11 of the Securities Act; provided, however, that
         each such party shall be required to maintain in confidence and not to
         disclose to any other person any information or records reasonably
         designated by the Company as being confidential, until such time as (A)
         such information becomes a matter of public record (whether by virtue
         of its inclusion in such registration statement or otherwise, except by
         such party in default of its confidentiality obligations hereunder), or
         (B) such person shall be required so to disclose such information
         pursuant to a subpoena or order of any court or other governmental
         agency or body having jurisdiction over the matter (subject to the
         requirements of such order, and only after such person shall have given
         the Company prompt prior written notice of such requirement), or (C)
         such information is required to be set forth in such Shelf Registration
         Statement or the prospectus included therein or in an amendment to such
         Shelf Registration Statement or an amendment or supplement to such
         prospectus in order that such Shelf Registration Statement, prospectus,
         amendment or supplement, as the case may be, complies with applicable
         requirements of the federal securities laws and the rules and
         regulations of the Commission and does not contain an untrue statement
         of a material fact or omit to state therein a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing;

                  (viii)   promptly notify each of the Electing Holders, any
         sales or placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post-effective amendment, when the
         same has become effective, (B) of any comments by the Commission and by
         the blue sky or securities commissioner or regulator of any state with
         respect thereto or any request by the Commission for amendments or
         supplements to such Shelf Registration Statement or prospectus or for
         additional information, (C) of the issuance by the Commission of any
         stop order suspending the effectiveness of such Shelf Registration
         Statement or the initiation or threatening of any proceedings for that
         purpose, (D) if at any time the representations and warranties of the
         Company contemplated by Section 3(d)(xvii) or Section 5 cease to be
         true and correct in all

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         material respects, (E) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for sale in any jurisdiction or the initiation
         or threatening of any proceeding for such purpose, or (F) if at any
         time when a prospectus is required to be delivered under the Securities
         Act, that such Shelf Registration Statement, prospectus, prospectus
         amendment or supplement or post-effective amendment does not conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder or contains an untrue statement of a material
         fact or omits to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading in light of
         the circumstances then existing;

                  (ix)     use all commercially reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such
         registration statement or any post-effective amendment thereto at the
         earliest practicable date;

                  (x)      if requested by any managing underwriter or
         underwriters, any placement or sales agent or any Electing Holder,
         promptly incorporate in a prospectus supplement or post-effective
         amendment such information as is required by the applicable rules and
         regulations of the Commission and as such managing underwriter or
         underwriters, such agent or such Electing Holder specifies should be
         included therein relating to the terms of the sale of such Registrable
         Securities, including information with respect to the principal amount
         of Registrable Securities being sold by such Electing Holder or agent
         or to any underwriters, the name and description of such Electing
         Holder, agent or underwriter, the offering price of such Registrable
         Securities and any discount, commission or other compensation payable
         in respect thereof, the purchase price being paid therefor by such
         underwriters and with respect to any other terms of the offering of the
         Registrable Securities to be sold by such Electing Holder or agent or
         to such underwriters; and make all required filings of such prospectus
         supplement or post-effective amendment promptly after notification of
         the matters to be incorporated in such prospectus supplement or
         post-effective amendment;

                  (xi)     furnish to each Electing Holder, each placement or
         sales agent, if any, therefor, each underwriter, if any, thereof and
         the respective counsel referred to in Section 3(d)(vi) an executed copy
         (or, in the case of an Electing Holder, a conformed copy) of such Shelf
         Registration Statement, each such amendment and supplement thereto (in
         each case including all exhibits thereto (in the case of an Electing
         Holder of Registrable Securities, upon request) and documents
         incorporated by reference therein) and such number of copies of such
         Shelf Registration Statement (excluding exhibits thereto and documents
         incorporated by reference therein unless specifically so requested by
         such Electing Holder, agent or underwriter, as the case may be) and of
         the prospectus included in such Shelf Registration Statement (including
         each preliminary prospectus and any summary prospectus), in conformity
         in all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, and such other documents, as
         such Electing Holder, agent, if any, and underwriter, if any, may
         reasonably request in order to facilitate the offering and disposition
         of the Registrable Securities owned by such Electing Holder, offered or
         sold by such agent or underwritten by such underwriter and to permit
         such Electing Holder, agent and underwriter to satisfy the prospectus
         delivery requirements of the Securities Act; and the Company hereby
         consents to the use of such prospectus (including such

                                       10

<PAGE>

         preliminary and summary prospectus) and any amendment or supplement
         thereto by each such Electing Holder and by any such agent and
         underwriter, in each case in the form most recently provided to such
         person by the Company, in connection with the offering and sale of the
         Registrable Securities covered by the prospectus (including such
         preliminary and summary prospectus) or any supplement or amendment
         thereto unless the Company has provided the notice required by Section
         3(d)(viii)(F) hereof;

                  (xii)    use all commercially reasonable efforts to (A)
         register or qualify the Registrable Securities to be included in such
         Shelf Registration Statement under such securities laws or blue sky
         laws of such jurisdictions as any Electing Holder and each placement or
         sales agent, if any, therefor and underwriter, if any, thereof shall
         reasonably request, (B) keep such registrations or qualifications in
         effect and comply with such laws so as to permit the continuance of
         offers, sales and dealings therein in such jurisdictions during the
         period the Shelf Registration is required to remain effective under
         Section 2(b) above and for so long as may be necessary to enable any
         such Electing Holder, agent or underwriter to complete its distribution
         of Securities pursuant to such Shelf Registration Statement and (C)
         take any and all other actions as may be reasonably necessary or
         advisable to enable each such Electing Holder, agent, if any, and
         underwriter, if any, to consummate the disposition in such
         jurisdictions of such Registrable Securities; provided, however, that
         the Company shall not be required for any such purpose to (1) qualify
         as a foreign corporation in any jurisdiction wherein it would not
         otherwise be required to qualify but for the requirements of this
         Section 3(d)(xii), (2) consent to general service of process in any
         such jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

                  (xiii)   use all commercially reasonable efforts to obtain the
         consent or approval of each governmental agency or authority, whether
         federal, state or local, which may be required to effect the Shelf
         Registration or the offering or sale in connection therewith or to
         enable the selling holder or holders to offer, or to consummate the
         disposition of, their Registrable Securities;

                  (xiv)    Unless any Registrable Securities shall be in
         book-entry only form, cooperate with the Electing Holders and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates, if so required by any securities exchange
         upon which any Registrable Securities are listed, shall be penned,
         lithographed or engraved, or produced by any combination of such
         methods, on steel engraved borders, and which certificates shall not
         bear any restrictive legends; and, in the case of an underwritten
         offering, enable such Registrable Securities to be in such
         denominations and registered in such names as the managing underwriters
         may request at least two business days prior to any sale of the
         Registrable Securities;

                  (xv)     provide a CUSIP number for all Registrable
         Securities, not later than the applicable Effective Time;

                  (xvi)    enter into one or more underwriting agreements,
         engagement letters, agency agreements, "best efforts" underwriting
         agreements or similar agreements, as appropriate, including customary
         provisions relating to indemnification and contribution, and take such
         other actions in connection therewith as any Electing Holders
         aggregating at least 20% in aggregate principal amount of the
         Registrable Securities

                                       11

<PAGE>

         at the time outstanding shall request in order to expedite or
         facilitate the disposition of such Registrable Securities;

                  (xvii)   whether or not an agreement of the type referred to
         in Section 3(d)(xvi) hereof is entered into and whether or not any
         portion of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Electing Holders and the placement or sales agent, if any, therefor and
         the underwriters, if any, thereof in form, substance and scope as are
         customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the Company in customary form and covering such
         matters, of the type customarily covered by such an opinion, as the
         managing underwriters, if any, or as any Electing Holders of at least
         20% in aggregate principal amount of the Registrable Securities at the
         time outstanding may reasonably request, addressed to such Electing
         Holder or Electing Holders and the placement or sales agent, if any,
         therefor and the underwriters, if any, thereof and dated the effective
         date of such Shelf Registration Statement (and if such Shelf
         Registration Statement contemplates an underwritten offering of a part
         or all of the Registrable Securities, dated the date of the closing
         under the underwriting agreement relating thereto) (it being agreed
         that the matters to be covered by such opinion shall include the due
         incorporation and good standing of the Company and its subsidiaries;
         the qualification of the Company and its subsidiaries to transact
         business as foreign corporations; the due authorization, execution and
         delivery of the relevant agreement of the type referred to in Section
         3(d)(xvi) hereof; the due authorization, execution, authentication and
         issuance, and the validity and enforceability, of the Securities; the
         absence of material legal or governmental proceedings involving the
         Company; the absence of a breach by the Company or any of its
         subsidiaries of, or a default under, material agreements binding upon
         the Company or any subsidiary of the Company; the absence of
         governmental approvals required to be obtained in connection with the
         Shelf Registration, the offering and sale of the Registrable
         Securities, this Exchange and Registration Rights Agreement or any
         agreement of the type referred to in Section 3(d)(xvi) hereof, except
         such approvals as may be required under state securities or blue sky
         laws; the material compliance as to form of such Shelf Registration
         Statement and any documents incorporated by reference therein and of
         the Indenture with the requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder, respectively; and, as of the date of the opinion and of the
         Shelf Registration Statement or most recent post-effective amendment
         thereto, as the case may be, the absence from such Shelf Registration
         Statement and the prospectus included therein, as then amended or
         supplemented, and from the documents incorporated by reference therein
         (in each case other than the financial statements and other financial
         information contained therein) of an untrue statement of a material
         fact or the omission to state therein a material fact necessary to make
         the statements therein not misleading (in the case of such documents,
         in the light of the circumstances existing at the time that such
         documents were filed with the Commission under the Exchange Act)); (C)
         obtain a "cold comfort" letter or letters from the independent
         certified public accountants of the Company addressed to the selling
         Electing Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement and (ii) the effective date of any
         prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or

                                       12

<PAGE>

         audited financial statements as of a date or for a period subsequent to
         that of the latest such statements included in such prospectus (and, if
         such Shelf Registration Statement contemplates an underwritten offering
         pursuant to any prospectus supplement to the prospectus included in
         such Shelf Registration Statement or post-effective amendment to such
         Shelf Registration Statement which includes unaudited or audited
         financial statements as of a date or for a period subsequent to that of
         the latest such statements included in such prospectus, dated the date
         of the closing under the underwriting agreement relating thereto), such
         letter or letters to be in customary form and covering such matters of
         the type customarily covered by letters of such type; (D) deliver such
         documents and certificates, including officers' certificates, as may be
         reasonably requested by any Electing Holders of at least 20% in
         aggregate principal amount of the Registrable Securities at the time
         outstanding or the placement or sales agent, if any, therefor and the
         managing underwriters, if any, thereof to evidence the accuracy of the
         representations and warranties made pursuant to clause (A) above or
         those contained in Section 5(a) hereof and the compliance with or
         satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company;
         and (E) undertake such obligations relating to expense reimbursement,
         indemnification and contribution as are provided in Section 6 hereof;

                  (xviii)  notify in writing each holder of Registrable
         Securities of any proposal by the Company to amend or waive any
         provision of this Exchange and Registration Rights Agreement pursuant
         to Section 9(h) hereof and of any amendment or waiver effected pursuant
         thereto, each of which notices shall contain the text of the amendment
         or waiver proposed or effected, as the case may be;

                  (xix)    in the event that any broker-dealer registered under
         the Exchange Act shall underwrite any Registrable Securities or
         participate as a member of an underwriting syndicate or selling group
         or "assist in the distribution" (within the meaning of the Conduct
         Rules (the "Conduct Rules") of the National Association of Securities
         Dealers, Inc. ("NASD") or any successor thereto, as amended from time
         to time) thereof, whether as a holder of such Registrable Securities or
         as an underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

                  (xx)     comply with all applicable rules and regulations of
         the Commission, and make generally available to its securityholders as
         soon as practicable but in any event not later than eighteen months
         after the effective date of such Shelf Registration Statement, an
         earning statement of the Company and its subsidiaries

                                       13

<PAGE>
                  complying with Section 11(a) of the Securities Act (including,
                  at the option of the Company, Rule 158 thereunder).

         (e)      In the event that the Company would be required, pursuant to
   Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
   sales agent, if any, therefor and the managing underwriters, if any, thereof,
   the Company shall without delay prepare and furnish to each of the Electing
   Holders, to each placement or sales agent, if any, and to each such
   underwriter, if any, a reasonable number of copies of a prospectus
   supplemented or amended so that, as thereafter delivered to purchasers of
   Registrable Securities, such prospectus shall conform in all material
   respects to the applicable requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   shall not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in light of the circumstances then
   existing. Each Electing Holder agrees that upon receipt of any notice from
   the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
   shall forthwith discontinue the disposition of Registrable Securities
   pursuant to the Shelf Registration Statement applicable to such Registrable
   Securities until such Electing Holder shall have received copies of such
   amended or supplemented prospectus, and if so directed by the Company, such
   Electing Holder shall deliver to the Company (at the Company's expense) all
   copies, other than permanent file copies, then in such Electing Holder's
   possession of the prospectus covering such Registrable Securities at the time
   of receipt of such notice.

         (f)      In the event of a Shelf Registration, in addition to the
   information required to be provided by each Electing Holder in its Notice
   Questionnaire, the Company may require such Electing Holder to furnish to the
   Company such additional information regarding such Electing Holder and such
   Electing Holder's intended method of distribution of Registrable Securities
   as may be required in order to comply with the Securities Act. Each such
   Electing Holder agrees to notify the Company as promptly as practicable of
   any inaccuracy or change in information previously furnished by such Electing
   Holder to the Company or of the occurrence of any event in either case as a
   result of which any prospectus relating to such Shelf Registration contains
   or would contain an untrue statement of a material fact regarding such
   Electing Holder or such Electing Holder's intended method of disposition of
   such Registrable Securities or omits to state any material fact regarding
   such Electing Holder or such Electing Holder's intended method of disposition
   of such Registrable Securities required to be stated therein or necessary to
   make the statements therein not misleading in light of the circumstances then
   existing, and promptly to furnish to the Company any additional information
   required to correct and update any previously furnished information or
   required so that such prospectus shall not contain, with respect to such
   Electing Holder or the disposition of such Registrable Securities, an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading in
   light of the circumstances then existing.

         (g)      Until the expiration of two years after the Closing Date, the
   Company will not, and will not permit any of its "affiliates" (as defined in
   Rule 144) to, resell any of the Securities that have been reacquired by any
   of them except pursuant to an effective registration statement under the
   Securities Act.

         4.       Registration Expenses.

                  The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review

                                       14

<PAGE>

fees and expenses including reasonable fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with any such NASD
registration, filing and review, (b) all fees and expenses in connection with
the qualification of the Securities for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) reasonable fees, disbursements and expenses of
any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

         5.       Representations and Warranties.

                  The Company represents and warrants to, and agrees with, each
Purchaser and each of the holders from time to time of Registrable Securities
that:

         (a)      Each registration statement covering Registrable Securities
     and each prospectus (including any preliminary or summary prospectus)
     contained therein or furnished pursuant to Section 3(d) or Section 3(c)
     hereof and any further amendments or supplements to any such registration
     statement or prospectus, when it becomes effective or is filed with the
     Commission, as the case may be, and, in the case of an underwritten
     offering of Registrable Securities, at the time of the closing under the
     underwriting agreement relating thereto, will conform in all material
     respects to the requirements of the Securities Act and the Trust Indenture
     Act and the rules and regulations of the Commission thereunder and will not

                                       15

<PAGE>

     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and at all times subsequent to the Effective Time
     when a prospectus would be required to be delivered under the Securities
     Act, other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (b)      Any documents incorporated by reference in any prospectus
     referred to in Section 5(a) hereof, when they become or became effective or
     are or were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (c)      The compliance by the Company with all of the provisions of
     this Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any material indenture, mortgage, deed of trust, loan agreement or other
     agreement or instrument to which the Company or any subsidiary of the
     Company is a party or by which the Company or any subsidiary of the Company
     is bound or to which any of the material property or assets of the Company
     or any subsidiary of the Company is subject, nor will such action result in
     any violation of the provisions of the articles of association, as amended,
     or the by-laws of the Company or any statute or any order, rule or
     regulation of any court or governmental agency or body having jurisdiction
     over the Company or any subsidiary of the Company or any of their
     properties; and no consent, approval, authorization, order, registration or
     qualification of or with any such court or governmental agency or body is
     required for the consummation by the Company of the transactions
     contemplated by this Exchange and Registration Rights Agreement, except the
     registration under the Securities Act of the Securities, qualification of
     the Indenture under the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     State securities or blue sky laws in connection with the offering and
     distribution of the Securities.

         (d)      This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

                                       16

<PAGE>

         6.       Indemnification.

         (a)      Indemnification by the Company. The Company will indemnify and
     hold harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such holder, Electing
     Holder, agent or underwriter, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and will reimburse such holder, such
     Electing Holder, such agent and such underwriter for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that the Company shall not be liable to any such person in any
     such case to the extent that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement or alleged untrue
     statement or omission or alleged omission made in such registration
     statement, or preliminary, final or summary prospectus, or amendment or
     supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by such person expressly for use
     therein.

         (b)      Indemnification by the Holders and any Agents and
     Underwriters. The Company may require, as a condition to including any
     Registrable Securities in any registration statement filed pursuant to
     Section 2(b) hereof and to entering into any underwriting agreement with
     respect thereto, that the Company shall have received an undertaking
     reasonably satisfactory to it from the Electing Holder of such Registrable
     Securities and from each underwriter named in any such underwriting
     agreement, severally and not jointly, to (i) indemnify and hold harmless
     the Company, and all other holders of Registrable Securities, against any
     losses, claims, damages or liabilities to which the Company or such other
     holders of Registrable Securities may become subject, under the Securities
     Act or otherwise, insofar as such losses, claims, damages or liabilities
     (or actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in such
     registration statement, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such Electing Holder,
     agent or underwriter, or any amendment or supplement thereto, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Electing Holder
     or underwriter expressly for use therein, and (ii) reimburse the Company
     for any legal or other expenses reasonably incurred by the Company in
     connection with investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that no such Electing Holder
     shall be required to undertake liability to any person under this Section
     6(b) for any amounts in excess of the dollar amount of the proceeds to be
     received by such Electing Holder from the sale of such Electing Holder's
     Registrable Securities pursuant to such registration.

                                       17

<PAGE>

         (c)      Notices of Claims, Etc. Promptly after receipt by an
     indemnified party under subsection (a) or (b) above of written notice of
     the commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does not include a
     statement as to or an admission of fault, culpability or a failure to act
     by or on behalf of any indemnified party.

         (d)      Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to, or
     insufficient to hold harmless, an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto)

                                       18

<PAGE>

     exceeds the amount of any damages which such holder has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission, and no underwriter shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Registrable Securities underwritten by it and distributed to the
     public were offered to the public exceeds the amount of any damages which
     such underwriter has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     holders' and any underwriters' obligations in this Section 6(d) to
     contribute shall be several in proportion to the principal amount of
     Registrable Securities registered or underwritten, as the case may be, by
     them and not joint.

         (e)      The obligations of the Company under this Section 6 shall be
     in addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 6 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company (including any person who, with his consent, is
     named in any registration statement as about to become a director of the
     Company) and to each person, if any, who controls the Company within the
     meaning of the Securities Act.

         7.       Underwritten Offerings.

         (a)      Selection of Underwriters. If any of the Registrable
     Securities covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

         (b)      Participation by Holders. Each holder of Registrable
     Securities hereby agrees with each other such holder that no such holder
     may participate in any underwritten offering hereunder unless such holder
     (i) agrees to sell such holder's Registrable Securities on the basis
     provided in any underwriting arrangements approved by the persons entitled
     hereunder to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

         8.       Rule 144.

                  The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may

                                       19

<PAGE>

be amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
the Company has complied with such requirements.

         9.       Miscellaneous.

         (a)      No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

         (b)      Specific Performance. The parties hereto acknowledge that
     there would be no adequate remedy at law if the Company fails to perform
     any of its obligations hereunder and that the Purchasers and the holders
     from time to time of the Registrable Securities may be irreparably harmed
     by any such failure, and accordingly agree that the Purchasers and such
     holders, in addition to any other remedy to which they may be entitled at
     law or in equity, shall be entitled to compel specific performance of the
     obligations of the Company under this Exchange and Registration Rights
     Agreement in accordance with the terms and conditions of this Exchange and
     Registration Rights Agreement, in any court of the United States or any
     State thereof having jurisdiction.

         (c)      Notices. All notices, requests, claims, demands, waivers and
     other communications hereunder shall be in writing and shall be deemed to
     have been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at World Trade Center, Strawinskylaan 707, 1077 XX
     Amsterdan, the Netherlands, and if to a holder, to the address of such
     holder set forth in the security register or other records of the Company,
     or to such other address as the Company or any such holder may have
     furnished to the other in writing in accordance herewith, except that
     notices of change of address shall be effective only upon receipt.

         (d)      Parties in Interest. All the terms and provisions of this
     Exchange and Registration Rights Agreement shall be binding upon, shall
     inure to the benefit of and shall be enforceable by the parties hereto and
     the holders from time to time of the Registrable Securities and the
     respective successors and assigns of the parties hereto and such holders.
     In the event that any transferee of any holder of Registrable Securities
     shall acquire Registrable Securities, in any manner, whether by gift,
     bequest, purchase, operation of law or otherwise, such transferee shall,
     without any further writing or action of any kind, be deemed a beneficiary
     hereof for all purposes and such Registrable Securities shall be held
     subject to all of the terms of this Exchange and Registration Rights
     Agreement, and by taking and holding such Registrable Securities such
     transferee shall be entitled to receive the benefits of, and be
     conclusively deemed to have agreed to be bound by all of the applicable
     terms and provisions of this Exchange and Registration Rights Agreement. If
     the Company shall so request, any such successor, assign or transferee
     shall agree in writing to acquire and hold the Registrable Securities
     subject to all of the applicable terms hereof.

         (e)      Survival. The respective indemnities, agreements,
     representations, warranties and each other provision set forth in this
     Exchange and Registration Rights Agreement or made pursuant hereto shall
     remain in full force and effect regardless of any investigation (or
     statement as to the results thereof) made by or on behalf of any holder of
     Registrable Securities, any director, officer or partner of such holder,
     any agent or underwriter or any director, officer or partner thereof, or
     any controlling person of any of the foregoing, and shall

                                       20

<PAGE>

     survive delivery of and payment for the Registrable Securities pursuant to
     the Purchase Agreement and the transfer and registration of Registrable
     Securities by such holder and the consummation of an Exchange Offer.

          (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
     THEREOF.

          (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

          (h) Entire Agreement; Amendments. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

          (i) Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the holders of Registrable Securities under the Securities, the
     Indenture and this Agreement) at the offices of the Company at the address
     thereof set forth in Section 9(c) above and at the office of the Trustee
     under the Indenture.

          (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.

                                       21

<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                                Very truly yours,

                                                MobiFon Holdings B.V.

                                                By:_____________________________
                                                   Name:
                                                   Title:

                                       22

<PAGE>

Accepted as of the date hereof:

Goldman, Sachs & Co.

By:_______________________________
        (Goldman, Sachs & Co.)

Lazard Freres & Co. LLC

By:_______________________________
   Name:
   Title:

         On behalf of each of the Purchasers

                                       23

<PAGE>

                                                                       EXHIBIT A

                              MOBIFON HOLDINGS B.V.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE:  [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the MobiFon Holdings B.V. (the "Company")
$225,000,000 12.50% Senior Notes due 2010 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact MobiFon Holdings
B.V., World Trade Center, Strawinskylaan 707, 1077 XX Amsterdan, the
Netherlands, +31 (20) 305-09-80.

----------
*Not less than 28 calendar days from date of mailing.

                                       A-1

<PAGE>

                              MOBIFON HOLDINGS B.V.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire
                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between MobiFon Holdings B.V. (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form F-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's $225,000,000 12.50% Senior Notes due 2010 (the "Securities"). A
copy of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company expressly for use in the Shelf Registration Statement and represents and
warrants that such information is accurate and complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

(1)  (a) Full Legal Name of Selling Securityholder:

     (b) Full Legal Name of Registered Holder (if not the same as in (a)
         above) of Registrable Securities Listed in Item (3) below:

     (c) Full Legal Name of DTC Participant (if applicable and if not the
         same as (b) above) Through Which Registrable Securities Listed in
         Item (3) below are Held:

(2)      Address for Notices to Selling Securityholder:
         _________________
         _________________
         _________________

         Telephone:      _________________________________
         Fax:            _________________________________
         Contact Person: _________________________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

         (a) Principal amount of Registrable Securities beneficially owned:_____
             ___________________________________________________________________
             CUSIP No(s). of such Registrable Securities:_______________________

         (b) Principal amount of Securities other than Registrable Securities
             beneficially owned:________________________________________________
             CUSIP No(s). of such other Securities:_____________________________

         (c) Principal amount of Registrable Securities which the undersigned
             wishes to be included in the Shelf Registration Statement:_________
             ___________________________________________________________________
             CUSIP No(s). of such Registrable Securities to be included in the
             Shelf Registration Statement:______________________________________

(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

                                      A-4

<PAGE>

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for

                                      A-5

<PAGE>

inclusion in the Shelf Registration Statement, the Selling Securityholder agrees
to promptly notify the Company of any inaccuracies or changes in the information
provided herein which may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains in effect. All notices hereunder and
pursuant to the Exchange and Registration Rights Agreement shall be made in
writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:

               (i)   To the Company:

                                               MobiFon Holdings B.V.
                                               c/o ClearWave N.V.
                                               World Trade Center
                                               Strawinskylaan 707
                                               1077 XX Amsterdam
                                               the Netherlands
                                               Attention: Managing Director

               (ii)  With a copy to:

                                               Pillsbury Winthrop LLP
                                               One Battery Park Plaza
                                               New York, New York 10004
                                               USA
                                               Attention: David P. Falck, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New York
without giving effect to the conflicts of laws principles thereof.

                                      A-6

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:_______________________________

                 _______________________________________________________________
                 Selling Securityholder
                 (Print/type full legal name of beneficial owner of Registrable
                 Securities)

                 By:____________________________________________________________
                 Name:
                 Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                             Pillsbury Winthrop LLP
                             One Battery Park Plaza
                             New York, New York 10004
                             USA
                             Attention: David P. Falck, Esq.

                                      A-7

<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of Nova Scotia Trust Company of New York
MobiFon Holdings B.V.
     c/o The Bank of Nova Scotia Trust Company of New York
     One Liberty Plaza
     New York, New York 10006
     USA

Attention: Trust Officer

         Re:      MobiFon Holdings B.V. (the "Company")
                  $225,000,000 12.50% Senior Notes due 2010

Dear Sirs:

Please be advised that ______________ has transferred $ _____________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form F-3 (File No. 333- _______) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                                    Very truly yours,

                                                       _________________________
                                                       (Name)

                                                    By:_________________________
                                                       (Authorized Signature)

                                      B-1