<PAGE>

                                                                     EXHIBIT 4.1

                              MobiFon Holdings B.V.

                              SERIES A AND SERIES B
                          12.50% SENIOR NOTES DUE 2010

                        -------------------------------

                                    INDENTURE

                            Dated as of June 27, 2003

                        -------------------------------

                The Bank of Nova Scotia Trust Company of New York

                                     Trustee

                        -------------------------------

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                       Indenture Section
<S>                                                                               <C>
310(a)(1)...................................................................             7.10
   (a)(2)...................................................................             7.10
   (a)(3)...................................................................             N.A.
   (a)(4)...................................................................             N.A.
   (a)(5)...................................................................             7.10
   (b)......................................................................             7.10
   (c)......................................................................             N.A.
311(a)......................................................................             7.11
   (b)......................................................................             7.11
   (c)......................................................................             N.A.
312(a)......................................................................             2.05
   (b)......................................................................            12.03
   (c)......................................................................            12.03
313(a)......................................................................             7.06
   (b)(1)...................................................................            10.03
   (b)(2)...................................................................          7.06; 7.07
   (c)......................................................................      7.06; 10.03; 12.02
   (d)......................................................................             7.06
314(a)......................................................................      4.03;12.02; 12.05
   (b)......................................................................            10.02
   (c)(1)...................................................................            12.04
   (c)(2)...................................................................            12.04
   (c)(3)...................................................................             N.A.
   (d)......................................................................         10.03, 10.04
   (e)......................................................................            12.05
   (f)......................................................................             N.A.
315(a)......................................................................             7.01
   (b)......................................................................          7.05,12.02
   (c)......................................................................             7.01
   (d)......................................................................             7.01
   (e)......................................................................             6.11
316(a) (last sentence)......................................................             2.09
   (a)(1)(A)................................................................             6.05
   (a)(1)(B)................................................................             6.04
   (a)(2)...................................................................             N.A.
   (b)......................................................................             6.07
   (c)......................................................................             2.12
317(a)(1)...................................................................             6.08
   (a)(2)...................................................................             6.09
   (b)......................................................................             2.04
318(a)......................................................................            12.01
   (b)......................................................................             N.A.
   (c)......................................................................            12.01
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                            <C>
                                                      ARTICLE 1.
                                            DEFINITIONS AND INCORPORATION
                                                     BY REFERENCE

Section 1.01       Definitions................................................................................   1
Section 1.02       Other Definitions..........................................................................  19
Section 1.03       Incorporation by Reference of Trust Indenture Act..........................................  19
Section 1.04       Rules of Construction......................................................................  20

                                                      ARTICLE 2.
                                                      THE NOTES

Section 2.01       Form and Dating............................................................................  20
Section 2.02       Execution and Authentication...............................................................  21
Section 2.03       Registrar and Paying Agent.................................................................  21
Section 2.04       Paying Agent to Hold Money in Trust........................................................  22
Section 2.05       Holder Lists...............................................................................  22
Section 2.06       Transfer and Exchange......................................................................  22
Section 2.07       Replacement Notes..........................................................................  33
Section 2.08       Outstanding Notes..........................................................................  34
Section 2.09       Treasury Notes.............................................................................  34
Section 2.10       Temporary Notes............................................................................  34
Section 2.11       Cancellation...............................................................................  34
Section 2.12       Defaulted Interest.........................................................................  34

                                                    ARTICLE 3.
                                            REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee.........................................................................  35
Section 3.02       Selection of Notes to Be Redeemed or Purchased.............................................  35
Section 3.03       Notice of Redemption or Purchase...........................................................  36
Section 3.04       Effect of Notice of Redemption or Purchase.................................................  37
Section 3.05       Deposit of Redemption or Purchase Price....................................................  37
Section 3.06       Notes Redeemed or Purchased in Part........................................................  37
Section 3.07       Optional Redemption........................................................................  37
Section 3.08       Mandatory Redemption.......................................................................  38
Section 3.09       Offer to Purchase by Application of Excess Proceeds or MobiFon Proceeds....................  38

                                                    ARTICLE 4.
                                                    COVENANTS

Section 4.01       Payment of Notes...........................................................................  40
Section 4.02       Maintenance of Office or Agency............................................................  41
Section 4.03       Reports....................................................................................  41
Section 4.04       Compliance Certificate.....................................................................  42
Section 4.05       Taxes......................................................................................  43
Section 4.06       Stay, Extension and Usury Laws.............................................................  43
Section 4.07       Restricted Payments........................................................................  43
Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries.............................  45
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock.................................  47
Section 4.10       Asset Sales................................................................................  49
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                             <C>
Section 4.11       Transactions with Affiliates...............................................................  51
Section 4.12       Liens......................................................................................  53
Section 4.13       Business Activities........................................................................  53
Section 4.14       Corporate Existence........................................................................  53
Section 4.15       Offer to Repurchase Upon Change of Control.................................................  53
Section 4.16       Limitation on Sale and Leaseback Transactions..............................................  55
Section 4.17       Limitation on Activities of the Company....................................................  55
Section 4.18       Limitation on Issuances of Guarantees of Indebtedness......................................  55
Section 4.19       Payments for Consent.......................................................................  56
Section 4.20       Payment of Additional Amounts..............................................................  56
Section 4.21       Excess Cash Flow Offer.....................................................................  57

                                                ARTICLE 5.
                                                SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets...................................................  59
Section 5.02       Successor Corporation Substituted..........................................................  59

                                                ARTICLE 6.
                                          DEFAULTS AND REMEDIES

Section 6.01       Events of Default..........................................................................  60
Section 6.02       Acceleration...............................................................................  61
Section 6.03       Other Remedies.............................................................................  62
Section 6.04       Waiver of Past Defaults....................................................................  62
Section 6.05       Control by Majority........................................................................  62
Section 6.06       Limitation on Suits........................................................................  63
Section 6.07       Rights of Holders of Notes to Receive Payment..............................................  63
Section 6.08       Collection Suit by Trustee.................................................................  63
Section 6.09       Trustee May File Proofs of Claim...........................................................  63
Section 6.10       Priorities.................................................................................  64
Section 6.11       Undertaking for Costs......................................................................  64

                                                ARTICLE 7.
                                                 TRUSTEE

Section 7.01       Duties of Trustee..........................................................................  65
Section 7.02       Rights of Trustee..........................................................................  65
Section 7.03       Individual Rights of Trustee...............................................................  66
Section 7.04       Trustee's Disclaimer.......................................................................  66
Section 7.05       Notice of Defaults.........................................................................  66
Section 7.06       Reports by Trustee to Holders of Notes.....................................................  67
Section 7.07       Compensation and Indemnity.................................................................  67
Section 7.08       Replacement of Trustee.....................................................................  68
Section 7.09       Successor Trustee by Merger, etc...........................................................  68
Section 7.10       Eligibility; Disqualification..............................................................  69
Section 7.11       Preferential Collection of Claims Against Company..........................................  69

                                                ARTICLE 8.
                                 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...................................  69
Section 8.02       Legal Defeasance and Discharge.............................................................  69
Section 8.03       Covenant Defeasance........................................................................  70
Section 8.04       Conditions to Legal or Covenant Defeasance.................................................  70
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                <C>
   Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other
                      Miscellaneous Provisions...................................................................  71
   Section 8.06       Repayment to Company.......................................................................  72
   Section 8.07       Reinstatement..............................................................................  72

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01       Without Consent of Holders of Notes........................................................  72
   Section 9.02       With Consent of Holders of Notes...........................................................  73
   Section 9.03       Compliance with Trust Indenture Act........................................................  75
   Section 9.04       Revocation and Effect of Consents..........................................................  75
   Section 9.05       Notation on or Exchange of Notes...........................................................  75
   Section 9.06       Trustee to Sign Amendments, etc............................................................  75

                                   ARTICLE 10.
                             COLLATERAL AND SECURITY

   Section 10.01      Collateral Agreement and Depositary Agreement..............................................  75
   Section 10.02      Recording and Opinions.....................................................................  76
   Section 10.03      Release of Collateral......................................................................  76
   Section 10.04      Certificates of the Company................................................................  77
   Section 10.05      Authorization of Action Taken by the Trustee Under the Collateral Agreement................  77
   Section 10.06      Authorization of Receipt of Funds by the Trustee Under the Collateral Agreement............  78
   Section 10.07      Withdrawal and Investment..................................................................  78
   Section 10.08      Termination of Security Interest...........................................................  78

                                   ARTICLE 11.
                           satisfaction and discharge

   Section 11.01      Satisfaction and Discharge.................................................................  78
   Section 11.02      Application of Trust Money.................................................................  79

                                   ARTICLE 12.
                                  MISCELLANEOUS

   Section 12.01      Trust Indenture Act Controls...............................................................  79
   Section 12.02      Notices....................................................................................  79
   Section 12.03      Communication by Holders of Notes with Other Holders of Notes..............................  81
   Section 12.04      Certificate and Opinion as to Conditions Precedent.........................................  81
   Section 12.05      Statements Required in Certificate or Opinion..............................................  81
   Section 12.06      Rules by Trustee and Agents................................................................  81
   Section 12.07      No Personal Liability of Directors, Officers, Employees and Stockholders...................  82
   Section 12.08      Governing Law..............................................................................  82
   Section 12.09      No Adverse Interpretation of Other Agreements..............................................  82
   Section 12.10      Successors.................................................................................  82
   Section 12.11      Severability...............................................................................  82
   Section 12.12      Counterpart Originals......................................................................  82
   Section 12.13      Table of Contents, Headings, etc...........................................................  82
</TABLE>

                                    EXHIBITS

Exhibit A     FORM OF NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE

                                       iii

<PAGE>

Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF COLLATERAL AGREEMENT
Exhibit F     FORM OF NOTE GUARANTEE

                                       iv

<PAGE>

         INDENTURE dated as of June 27, 2003 between MobiFon Holdings B.V., a
private company with limited liability (besloten venootschap met beperkte
aansprakelijkheid) under the laws of the Netherlands (the "Company"), and The
Bank of Nova Scotia Trust Company of New York, as trustee (the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders (as defined) of the
12.50% Series A Senior Notes due 2010 (the "Series A Notes") and the 12.50%
Series B Senior Notes due 2010 (the "Series B Notes" and, together with the
Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Debt" means, with respect to any specified Person:

                  (1) Indebtedness of any other Person existing at the time such
         other Person is merged with or into or became a Subsidiary of such
         specified Person, whether or not such Indebtedness is incurred in
         connection with, or in contemplation of, such other Person merging with
         or into, or becoming a Subsidiary of, such specified Person; and

                  (2) Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person.

         "Additional Interest" means all additional interest then owing pursuant
to Section 2 of the Registration Rights Agreement.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 5% or more of the
Voting Stock of the Company, MobiFon or any Person that is not a public company,
and 10% of any Person that is a public company, will be deemed to be control.
For purposes of this definition, the terms "controlling," "controlled by" and
"under common control with" have correlative meanings.

         "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "Asset Sale" means:

                                       1

<PAGE>

                  (1) the sale, lease, conveyance or other disposition of any
         assets or rights; provided that the sale, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Subsidiaries taken as a whole will be governed by Section 5.01
         hereof and not by the provisions of Section 4.10 hereof; and

                  (2) the issuance of Equity Interests in any of the Company's
         Subsidiaries or the sale by the Company or any of its Subsidiaries of
         Equity Interests in any of the Company's other Subsidiaries.

         Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

                  (1) any single transaction or series of related transactions
         other than a Sale of MobiFon Equity that involves assets having a Fair
         Market Value of less than $5.0 million;

                  (2) a transfer of assets between or among the Company and its
         Subsidiaries;

                  (3) an issuance of Equity Interests by MobiFon to the Company
         or by a Subsidiary of MobiFon to MobiFon;

                  (4) the sale or lease of products, services or accounts
         receivable in the ordinary course of business and any sale or other
         disposition of damaged, worn-out or obsolete assets in the ordinary
         course of business;

                  (5) the sale or other disposition of cash or Cash Equivalents;

                  (6) any sale or disposition deemed to occur in connection with
         the creating, granting or existence of a Permitted Lien;

                  (7) a Restricted Payment that does not violate Section 4.07
         hereof or a Permitted Investment; and

                  (8) any sale of Capital Stock by MobiFon as a part of the
         share repurchase arrangements approved by the shareholders of MobiFon
         on October 30, 2002 and other future sales of Capital Stock by MobiFon
         pursuant to similar approved arrangements in the future.

          "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligations of the
lessee for net rental payments (excluding amounts to be paid on account of
maintenance and repairs, insurance, taxes, assessments or similar overhead
charges) during the remaining term of the lease included in such sale and
leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP; provided, however, that
if such sale and leaseback transaction results in a Capital Lease Obligation,
the amount of Indebtedness represented thereby will be determined in accordance
with the definition of Capital Lease Obligation.

         "Bankruptcy Law" means the Dutch Bankruptcy Code or any other Dutch law
or the law of any other jurisdiction (including, without limitation, the United
States) relating to bankruptcy, insolvency, winding up, liquidation,
reorganization or relief of debtors.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that

                                       2

<PAGE>

term is used in Section 13(d)(3) of the Exchange Act), such "person" will be
deemed to have beneficial ownership of all securities that such "person" has the
right to acquire by conversion or exercise of other securities, whether such
right is currently exercisable or is exercisable only after the passage of time.
The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding
meaning.

         "Board" of any Person means the Management Board of such Person or, if
there is a Supervisory Board of such Person, both its Management Board and its
Supervisory Board.

         "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

         "Business Day" means any day other than a Legal Holiday.

         "Capital Expenditure" means, with respect to any specified Person, any
expenditure which should be treated as a capital expenditure in the financial
statements of such Person in accordance with GAAP.

         "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP, and the Stated Maturity thereof will be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.

         "Capital Stock" means:

                  (1) in the case of a corporation, corporate stock;

                  (2) in the case of an association or business entity, any and
         all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                  (3) in the case of a partnership or limited liability company,
         partnership interests (whether general or limited) or membership
         interests; and

                  (4) any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.

         "Cash Equivalents" means:

                  (1) United States dollars or Euros;

                  (2) securities issued or directly and fully guaranteed or
         insured by (a) the United States government or any agency or
         instrumentality of the United States government, (b) any member of the
         European Economic Area or Switzerland, or any agency or instrumentality
         thereof, or (c) the European Central Bank, provided that such country,
         agency or instrumentality has a credit rating at least equal to that of
         the United States of America (provided that, in each case, the full
         faith and credit of such respective nation is pledged in support of
         those securities) having maturities of not more than six months from
         the date of acquisition;

                                       3

<PAGE>

                  (3) certificates of deposit and eurodollar time deposits with
         maturities of six months or less from the date of acquisition, bankers'
         acceptances with maturities not exceeding six months and overnight bank
         deposits, in each case, with any United States commercial bank having
         capital and surplus in excess of $500.0 million and a Thomson Bank
         Watch Rating of "B" or better;

                  (4) repurchase obligations with a term of not more than seven
         days for underlying securities of the types described in clauses (2)
         and (3) above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

                  (5) commercial paper having one of the two highest ratings
         obtainable from Moody's Investors Service, Inc. or Standard & Poor's
         Rating Services and in each case maturing within six months after the
         date of acquisition; and

                  (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

         "Cash Flow from Acquired MobiFon Equity" means, with respect to any
specified Person for any period, the amount of dividends or other distributions
paid in cash to the specified Person by any of its Subsidiaries (including
amounts received in cash by such Person as part of future share repurchase
arrangements similar to the share repurchase arrangements approved by the
shareholders of MobiFon on October 30, 2002) with respect to Equity Interests in
MobiFon acquired by such Person after the date of this Indenture (excluding any
such Equity Interests acquired in exchange for, or in substitution of, any such
Equity Interests owned on the date of this Indenture).

         "Clearstream" means Clearstream Banking, societe anonyme.

         "Change of Control" means the occurrence of any of the following:

                  (1) the adoption of a plan relating to the liquidation or
         dissolution of the Company; or

                  (2) the consummation of any transaction (including, without
         limitation, any merger or consolidation) the result of which is that
         any "person" (as that term is used in Section 13(d)(3) of the Exchange
         Act) other than one or more Permitted Holders, becomes the Beneficial
         Owner, directly or indirectly, of more than 50% of the Voting Stock of
         the Company, measured by voting power rather than number of shares.

         "Collateral" shall have the meaning set forth in the Collateral
Agreement.

          "Collateral Agreement" means the Collateral Agreement dated as of the
date of this Indenture and substantially in the form attached as Exhibit E
hereto, as such agreement may be amended, modified or supplemented from time to
time.

         "Company" means MobiFon Holdings B.V., and any and all successors
thereto.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Senior Loan Agreements) or commercial paper facilities,
in each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such

                                       4

<PAGE>

receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.

         "Current Assets" means, with respect to any specified Person as of any
date of calculation, the aggregate of such Person's cash, marketable securities,
trade and other receivables and inventories realizable within one year from such
date of calculation and any other items which are "current assets" under GAAP.

         "Current Liabilities" means, with respect to any specified Person as of
any date of calculation, the aggregate of all liabilities of such Person falling
due on demand or within one year, including the portion of Long-term Debt
falling due within one year.

         "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof. The amount of Disqualified Stock
deemed to be outstanding at any time for purposes of this Indenture will be the
maximum amount that the Company and its Subsidiaries may become obligated to pay
upon the maturity of, or pursuant to any mandatory redemption provisions of,
such Disqualified Stock, exclusive of accrued dividends.

         "Distributions" means, with respect to any specified Person, any
dividend or distribution on such Person's share capital, any purchase,
redemption or other acquisition of any shares of capital of such Person or any
option over the same, and any payment of principal or interest on any Permitted
Quasi Equity.

         "EBITDA" means, with respect to any specified Person for any period,
earnings before interest, tax, depreciation and amortization, calculated as the
sum of:

                                       5

<PAGE>

                  (1) the net income (or deficit) of such Person (less
         extraordinary gains (plus extraordinary losses) for such period); plus

                  (2) translation losses less translation gains for such period;
         plus

                  (3) income tax and provisions for income tax for such period;
         plus

                  (4) Net Interest Expense for such period; plus

                  (5) all amounts in respect of depreciation and amortization
         for such period; plus

                  (6) to the extent permitted to be added back under the
         definition of EBITDA in the Senior Loan Agreements, amounts in respect
         of impairment of the value of fixed assets or goodwill, all calculated
         in accordance with GAAP.

         "Eligible Investments" means cash and Cash Equivalents.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Equity Offering" means any primary private or public offering of
Equity Interests of the Company (other than Disqualified Stock) to Persons a
majority of whom are not Affiliates of the Company or, in the case of an
offering by a Person of which the Company is a Subsidiary, any primary private
or public offering of Equity Interests of such parent to Persons a majority of
whom are not Affiliates of the Company, in each case other than (1) public
offerings with respect to common stock registered on Form S-8 and (2) issuances
upon exercise of options by employees of the Company or such Person of which the
Company is a Subsidiary or any of their respective Subsidiaries.

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

         "Excess Cash" means, for the period beginning on the date of this
Indenture and ending on July 31, 2004, and for any 12-month period ending on
July 31 thereafter, an amount equal to 50% of the Operating Cash Flow
accumulated by the Company during such period, in each case less reasonable
out-of-pocket administrative, accounting and legal expenses of the Company not
to exceed $250,000.

         "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.

         "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

         "Fair Market Value" of any asset or items means the fair market value
of that asset or item, as determined in good faith by the Board of the Company
(unless otherwise provided in this Indenture).

         "Financial Debt" means any Indebtedness for, or in respect of:

                  (1) moneys borrowed, including, without limitation, in the
         case of MobiFon, any Permitted High Yield Back to Back Debt, but
         excluding Permitted Quasi Equity;

                                       6

<PAGE>

                  (2) any amount raised by acceptance under any acceptance
         credit facility;

                  (3) any amount raised pursuant to any note purchase facility
         or the issue of bonds, notes, debentures, loan stock or any similar
         instrument;

                  (4) any amount raised pursuant to any issue of shares which
         are expressed to be redeemable at the option of the holder;

                  (5) the amount of any liability in respect of any lease or
         hire-purchase contract, which would, in accordance with generally
         accepted accounting principles in the relevant jurisdiction, be treated
         as a finance or capital lease or which otherwise is in substance a
         financing lease;

                  (6) the amount of any liability in respect of any advance or
         deferred purchase agreement if one of the primary reasons for entering
         into such agreement is to raise finance;

                  (7) any receivables sold or discounted (other than on a
         non-recourse basis);

                  (8) any agreement or option to reacquire an asset if one of
         the primary reasons for entering into such agreement or option is to
         raise finance;

                  (9) any Indebtedness for or in respect of any credit facility
         or financial accommodation;

                  (10) any guarantee, indemnity, bond, standby letter of credit
         or any other instrument issued in connection with the performance of
         any contract or other obligation;

                  (11) any amount raised under any other transaction (including
         any forward sale or purchase agreement) which, in accordance with
         generally accepted accounting principles in the relevant jurisdiction,
         has the commercial effect of a borrowing; and

                  (12) the amount of any liability in respect of any guarantee
         or indemnity for any of the items referred to in clauses (1) through
         (11) above.

         "Free Cash Flow" means, with respect to any specified Person for any
period, EBITDA minus income tax paid, minus increases (or plus decreases) in
Working Capital during such period, minus all Capital Expenditures and UMTS
License Costs for such period.

         "Fully Diluted Equity Interest" means the Capital Stock of MobiFon held
directly or indirectly by the Company divided by the aggregate outstanding
Capital Stock of MobiFon (excluding shares held directly by MobiFon as a result
of the share repurchase arrangements approved by the shareholders of MobiFon on
October 30, 2002 and other similar approved arrangements in the future) after
giving pro forma effect to the issuance of all shares of Capital Stock of
MobiFon pursuant to any convertible securities, options, warrants or other
rights to acquire MobiFon Capital Stock that are convertible or exercisable
prior to the Stated Maturity of the Notes.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of this Indenture.

                                       7

<PAGE>

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(1), 2.06(d)(2) or 2.06(f) hereof.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means (x) any security that is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America are pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Security which is specified in Clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any Government Security which is
so specified and held.

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

         "Guarantor" means any Subsidiary that executes a Note Guarantee in
accordance with the provisions of this Indenture, and its respective successors
and assigns.

          "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

                  (1) interest rate swap agreements (whether from fixed to
         floating or from floating to fixed), interest rate cap agreements and
         interest rate collar agreements;

                  (2) other agreements or arrangements designed to manage
         interest rate risk; and

                  (3) other agreements or arrangements designed to protect such
         Person against fluctuations in currency exchange rates or commodity
         prices.

         "Holder" means a Person in whose name a Note is registered.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

                  (1) in respect of borrowed money;

                  (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                  (3) in respect of banker's acceptances;

                                       8

<PAGE>

                  (4) representing Capital Lease Obligations or Attributable
         Debt in respect of sale and leaseback transactions;

                  (5) representing the balance deferred and unpaid of the
         purchase price of any property or services due more than six months
         after such property is acquired or such services are completed; or

                  (6) representing any Hedging Obligations other than those that
         were incurred in the ordinary course of business and were not for
         speculative purposes.

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

                  (1) the accreted value of the Indebtedness, in the case of any
         Indebtedness issued with original issue discount;

                  (2) the principal amount of the Indebtedness, in the case of
         any other Indebtedness; and

                  (3) in respect of Indebtedness of another Person secured by a
         Lien on the assets of the specified Person, the lesser of:

                           (A) the Fair Market Value of such asset at the date
                  of determination, and

                           (B) the amount of the Indebtedness of the other
                  Person.

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Purchasers" means Goldman, Sachs & Co. and Lazard Freres & Co.
LLC.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the Fair Market Value of
the Company's

                                       9

<PAGE>

Investments in such Subsidiary that were not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.07 hereof. The
acquisition by the Company or any Subsidiary of the Company of a Person that
holds an Investment in a third Person will be deemed to be an Investment by the
Company or such Subsidiary in such third Person in an amount equal to the Fair
Market Value of the Investments held by the acquired Person in such third Person
in an amount determined as provided in the final paragraph of Section 4.07
hereof. Except as otherwise provided in this Indenture, the amount of an
Investment will be determined at the time the Investment is made and without
giving effect to subsequent changes in value.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "Long-term Debt" means, with respect to any specified Person as of any
date of calculation, any Indebtedness of such Person, all or part of which, or
the final payment of which, is due more than one year after such date.

         "Management Board" means:

                  (1) with respect to a corporation, the management board of the
         corporation or any committee thereof duly authorized to act on behalf
         of such board;

                  (2) with respect to a partnership, the management board of the
         general partner of the partnership; and

                  (3) with respect to any other Person, the board or committee
         of such Person serving a similar function.

                  "MobiFon" means MobiFon S.A., a Romanian corporation, and any
         and all successors thereto.

         "MobiFon Equity Agreement" means the Equity Agreement relating to
Equity Interests of MobiFon, dated as of the date of this Indenture, among TIW,
TIWC and Parent.

         "Net Interest Expense" means, with respect to any specified Person for
any period, the interest charges accrued during such period on the Financial
Debt of such Person (including imputed interest on any capital lease
obligations), less the interest income accrued by such Person on its Current
Assets.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or

                                       10

<PAGE>

other disposition of any non-cash consideration received in any Asset Sale), net
of (1) the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result of the Asset Sale,
taxes paid or payable as a result of the Asset Sale, in each case, after taking
into account any available tax credits or deductions and any tax sharing
arrangements, (2) amounts required to be applied to the repayment of
Indebtedness, other than Indebtedness incurred under Section 4.09(b)(1) hereof,
secured by a Lien on the asset or assets that were the subject of such Asset
Sale, (3) with respect to any Asset Sale by a Subsidiary, the pro rata amount of
proceeds that directly corresponds to the percentage ownership interest of such
Subsidiary not owned on the date of such Asset Sale, directly or indirectly, by
the Company and (4) any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

         "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture.

         "Note Guarantee" means a Guarantee by any Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Offering Circular" means the offering circular with respect to the
Notes dated June 25, 2003.

         "Officer" means, with respect to any Person, the Chairman of the
Management Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Vice-President of such Person or
of the Management Board of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Management Board of the Company, one of whom must
be the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Management Board of the
Company, that meets the requirements of Section 12.05 hereof.

         "Operating Cash Flow" means, with respect to any specified Person for
any period, the amount of dividends or other distributions paid in cash during
such period to the specified Person by any of its Subsidiaries (including
amounts received in cash by such Person during such period as part of the share
repurchase arrangements approved by the shareholders of MobiFon on October 30,
2002 and other similar approved arrangements in the future) with respect to the
Equity Interests in MobiFon held by such Person on the date of this Indenture
and any Equity Interests exchanged or substituted for such Equity Interests,
less (1) any interest expense of the specified Person paid or accrued during
such period (except for any interest on Qualified Intercompany Indebtedness paid
or accrued in the form of additional Qualified Intercompany Indebtedness), less
(2) for the most recently ended calendar year or portion thereof included in
such period, and any prior calendar year or portion thereof included in such
period, the amount of Permitted Corporate Expenses paid in such calendar year or
portion thereof, less (3) the proportionate amount of $6.0 million per annum for
any period subsequent to the most recently ended calendar year included in such
period, less (4) for purposes of calculating Operating Cash Flow for any
Restricted Payment made prior to December 31, 2003, the proportionate amount of
the $8.0 million in Permitted Corporate Expenses that are permitted to be paid
in the period beginning on the date of this Indenture and ending on December 31,
2003.

                                       11

<PAGE>

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Parent" means ClearWave N.V., a Dutch corporation and any and all
successors thereto.

         "Parent Note" means that note representing Qualified Intercompany
Indebtedness from the Company to Parent as in effect on the date of this
Indenture, which Parent Note may be assigned by Parent to any other Person of
which the Company is a Subsidiary.

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means telecommunications services and other
related businesses.

         "Permitted Corporate Expenses" means, without duplication as to
amounts:

                  (1) payments to the Parent to permit the Parent to pay
         reasonable accounting, legal and administrative expenses of the Parent
         when due, in an aggregate amount not to exceed $6.0 million in any
         calendar year (except for $8.0 million for the first calendar year);
         and

                  (2) for so long as the Company is a member of a group filing a
         consolidated or combined tax return with the Parent, payments to the
         Parent in respect of an allocable portion of the tax liabilities of
         such group that is attributable to the Company and its Subsidiaries
         ("Tax Payments"). The Tax Payments shall not exceed the lesser of (i)
         the amount of the relevant tax (including any penalties and interest)
         that the Company would owe if the Company were filing a separate tax
         return (or a separate consolidated or combined return with its
         Subsidiaries that are members of the consolidated or combined group),
         taking into account any carryovers and carrybacks of tax attributes
         (such as net operating losses) of the Company and such Subsidiaries
         from other taxable years and (ii) the net amount of the relevant tax
         that the Parent actually owes to the appropriate taxing authority. Any
         Tax Payments received from the Company shall be paid over to the
         appropriate taxing authority within 30 days of the Parent's receipt of
         such Tax Payments or refunded to the Company.

         "Permitted High Yield Back to Back Debt" has the meaning set forth in
the Share Retention and Subordination Deed, dated August 27, 2002, between
MobiFon, certain direct and indirect shareholders thereof, Export Development
Canada, Nordic Investment Bank and the European Bank for Reconstruction and
Development.

         "Permitted Holders" means (1) Telesystem Ltd., (2) Hutchison Whampoa
Ltd., (3) JPMorgan Partners, LLC, (4) Caisse de depot et placement du Quebec and
(5) any Related Party of any of the foregoing.

         "Permitted Investments" means:

                  (1) any Investment in the Company or MobiFon, or, in the case
         of a Subsidiary of the Company, in another Subsidiary of the Company;

                  (2) any Investment in Cash Equivalents;

                                       12

<PAGE>

                  (3) any Investment by any Subsidiary of the Company in a
         Person, if as a result of such Investment:

                           (A) such Person becomes a Subsidiary of the Company;
                  or

                           (B) such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, a
                  Subsidiary of the Company;

                  (4) any Investment made by a Subsidiary as a result of the
         receipt of non-cash consideration from an Asset Sale that was made
         pursuant to and in compliance with Section 4.10 hereof;

                  (5) any acquisition of Capital Stock of MobiFon in the case of
         the Company, or any other assets or Capital Stock, in the case of
         Subsidiary, solely in exchange for the issuance of Equity Interests
         (other than Disqualified Stock) of the Company;

                  (6) any Investments received by a Subsidiary in compromise or
         resolution of (a) obligations of trade creditors or customers that were
         incurred in the ordinary course of business of any such Subsidiaries,
         including pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of any trade creditor or customer; or
         (b) litigation, arbitration or other disputes with Persons who are not
         Affiliates;

                  (7) Investments represented by Hedging Obligations;

                  (8) loans or advances to employees made in the ordinary course
         of business of a Subsidiary of the Company in an aggregate principal
         amount not to exceed $2.0 million at any one time outstanding;

                  (9) repurchases of the Notes; and

                  (10) other Investments by a Subsidiary in any Person other
         than an Affiliate of the Company having an aggregate Fair Market Value
         (measured on the date each such Investment was made and without giving
         effect to subsequent changes in value), when taken together with all
         other Investments made pursuant to this clause (10) that are at the
         time outstanding not to exceed $5.0 million.

         "Permitted Liens" means:

                  (1) Liens on assets of the Company or any of its Subsidiaries
         securing Indebtedness and other Obligations that was permitted by
         Section 4.09(b)(1) and/or securing Hedging Obligations related thereto;

                  (2) Liens in favor of the Company;

                  (3) Liens on property of a Person existing at the time such
         Person is merged with or into or consolidated with the Company or any
         Subsidiary of the Company; provided that such Liens were in existence
         prior to the contemplation of such merger or consolidation and do not
         extend to any assets other than those of the Person merged into or
         consolidated with the Company or the Subsidiary;

                                       13

<PAGE>

                  (4) Liens on property (including Capital Stock) existing at
         the time of acquisition of the property by the Company or any
         Subsidiary of the Company, provided that such Liens were in existence
         prior to, such acquisition, and not incurred in contemplation of, such
         acquisition;

                  (5) Liens to secure the performance of statutory obligations,
         surety or appeal bonds, performance bonds or other obligations of a
         like nature incurred in the ordinary course of business;

                  (6) Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by Section 4.09(b)(6) hereof covering only the
         assets acquired with or financed by such Indebtedness;

                  (7) Liens existing on the date of this Indenture;

                  (8) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         concluded, provided that any reserve or other appropriate provision as
         is required in conformity with GAAP has been made therefor;

                  (9) Liens imposed by law, such as carriers', warehousemen's,
         landlord's and mechanics' Liens, in each case, incurred in the ordinary
         course of business;

                  (10) survey exceptions, easements or reservations of, or
         rights of others for, licenses, rights-of-way, sewers, electric lines,
         telegraph and telephone lines and other similar purposes, or zoning or
         other restrictions as to the use of real property that were not
         incurred in connection with Indebtedness and that do not in the
         aggregate materially adversely affect the value of said properties or
         materially impair their use in the operation of the business of such
         Person;

                  (11) Liens created for the benefit of (or to secure) the Notes
         (or Guarantees of the Notes); and

                  (12) Liens incurred in the ordinary course of business of the
         Company or any Subsidiary of the Company with respect to obligations
         that do not exceed $7.5 million at any one time outstanding.

         "Permitted Payments to Parent" means the distribution of the net
proceeds from the sale of the Notes issued on the date of this Indenture to the
Parent solely for the purpose described in the Offering Circular under the
caption "Use of Proceeds."

         "Permitted Quasi Equity" has the meaning set forth in the Share
Retention and Subordination Deed, dated August 27, 2002, between MobiFon,
certain direct and indirect shareholders thereof, Export Development Canada,
Nordic Investment Bank and the European Bank for Reconstruction and Development.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Subsidiaries (other than intercompany
Indebtedness); provided that:

                  (1) the principal amount (or accreted value, if applicable) of
         such Permitted Refinancing Indebtedness does not exceed the principal
         amount (or accreted value, if applicable) of the

                                       14

<PAGE>

         Indebtedness extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest on the Indebtedness and the amount
         of all expenses and premiums incurred in connection therewith);

                  (2) such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (3) if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and is subordinated in
         right of payment to, the Notes on terms at least as favorable to the
         Holders of Notes as those contained in the documentation governing the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded; and

                  (4) such Indebtedness is incurred either by the Company or by
         the Subsidiary who is the obligor on the Indebtedness being extended,
         refinanced, renewed, replaced, defeased or refunded.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Qualified Intercompany Indebtedness" means Indebtedness of the Company
incurred pursuant to clause (3), (4) or (5) of Section 4.09(b); provided that by
its terms (1) such Indebtedness is expressly subordinated to the prior payment
in full in cash of all Obligations then due with respect to the Notes (2)
interest payable on such Indebtedness will not exceed 14% per annum and will be
payable solely in the form of additional Qualified Intercompany Indebtedness and
(3) any obligation with respect to such Indebtedness (other than the Obligation
described in clause (2) above) has a Stated Maturity that is 20 years from the
final maturity of the Notes.

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of June 27, 2003, among the Company and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time.

         "Regulation S" means Regulation S promulgated under the Securities Act.

         "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

         "Related Party" means:

                  (1) any controlling stockholder, a majority (or more) owned
         Subsidiary, or immediate family member (in the case of an individual)
         of any Permitted Holder; or

                                       15

<PAGE>

                  (2) any trust, corporation, partnership or other entity, the
         beneficiaries, stockholders, partners, owners or Persons beneficially
         holding a majority or more controlling interest of which consist of any
         one or more Permitted Holders and/or such other Persons referred to in
         the immediately preceding clause (1).

         "Relevant Taxing Jurisdiction" means (1) any Dutch federal, provincial,
territorial or other Dutch government or any authority or agency of or in the
Netherlands having the power to tax, and (2) any taxing authority in any
jurisdiction (including any political subdivision thereof) in which the Company
is organized or otherwise considered to be a resident for tax purposes.

          "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Rule 144" means Rule 144 promulgated under the Securities Act.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated the Securities Act.

         "Sale of MobiFon Equity" means any direct or indirect transfer,
conveyance, sale, lease, other disposition by the Company of Equity Interests in
MobiFon (including, without limitation, any conveyance, sale, lease or other
disposition of any interest in the income or profits therefrom).

         "SEC" means the United States Securities and Exchange Commission.

         "Securities Act" means the United States Securities Act of 1933, as
amended.

         "Senior Debt Service" means, with respect to any specified Person for
any period, the aggregate of all scheduled payments of principal, interest and
fees paid or due and owing in such period under or in respect of any
Indebtedness of such Person and its Subsidiaries under the Senior Loan
Agreements.

         "Senior Debt Service Coverage Ratio" means, with respect to any
specified Person for any period, the ratio of the Free Cash Flow of such Person
for such period to the Senior Debt Service of such Person for such period.

         "Senior Loan Agreements" means, collectively, (1) the Loan Agreement,
dated August 27, 2002, between MobiFon and the European Bank for Reconstruction
and Development, (2) the Loan Agreement, dated August 27, 2002, between MobiFon
and Export Development Canada and (3) the Loan Agreement, dated August 27, 2002,
between MobiFon and Nordic Investment Bank, in each case, as amended,

                                       16

<PAGE>

restated, modified, renewed, refunded, replaced or refinanced (including by
means of sales of debt securities to institutional investors) in whole or in
part from time to time.

         "Senior Loans" means, collectively, the loans provided to MobiFon under
the Senior Loan Agreements or, as the context may require, the aggregate
principal amount thereof from time to time outstanding.

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of the Offering Circular.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any specified Person:

                  (1) any corporation, association or other business entity of
         which more than 50% of the voting power of the outstanding Voting Stock
         is owned, directly or indirectly, by such Person and one or more other
         Subsidiaries of such Person; and

                  (2) any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof).

         "Supervisory Board" means:

                  (1) with respect to a corporation, the supervisory board of
         the corporation or any committee thereof duly authorized to act on
         behalf of such board;

                  (2) with respect to a partnership, the supervisory board of
         the general partner of the partnership;

                  (3) with respect to a limited liability company, the managing
         member or members or any controlling committee of managing members
         thereof; and

                  (4) with respect to any other Person, the board or committee
         of such Person serving a similar function.

         "Tax" means any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

         "Technical Services Agreements" means, as in effect on the date of this
Indenture, (1) the Technical Services Agreement dated November 29, 1996 among
MobiFon, AirTouch Technical Services, Inc., AirTouchEurope B.V. and TIWC, as
supplemented by the side letter dated September 22, 1997, as

                                       17

<PAGE>

amended on January 28, 1999 and (2) the Service Agreement and the Management
Service Agreement, both dated April 1, 2002 among ClearWave Services (Mauritius)
Ltd. and the Company.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "TIW" means Telesystem International Wireless Inc., a Canadian
corporation, and any and all successors thereto.

         "TIWC" means Telesystem International Wireless Corporation N.V., a
Dutch corporation, and any and all successors thereto.

         "Trustee" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York.

         "UMTS License" means the license for the provision in Romania of UMTS
telecommunications services that may be granted to MobiFon by the Ministry of
Communications and Information Technology of Romania and any successor thereto,
and any other Romanian governmental or administrative authority that has the
powers to regulate the telecommunications sector in Romania, as such license may
be amended, supplemented, restated, novated or assigned from time to time.

         "UMTS License Costs" means license fees and other expenses paid or
payable by MobiFon in connection with the acquisition of the UMTS License.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "U.S. Bankruptcy Law" means Title 11, U.S. Code or any similar U.S.
federal or state law for the relief of debtors.

         "U.S. Person" means a U.S. Person as defined in Rule 902(k) under the
Securities Act.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (1) the sum of the products obtained by multiplying (a) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years

                                       18

<PAGE>

         (calculated to the nearest one-twelfth) that will elapse between such
         date and the making of such payment; by

                  (2) the then outstanding principal amount of such
         Indebtedness.

         "Working Capital" means the amount by which Current Assets (excluding
cash and Cash Equivalents, deferred and future income tax assets, income tax
receivables/recoverables and assets arising out of derivative financial
instruments) exceed Current Liabilities (excluding Financial Debt, accrued
income taxes payable, deferred or future income tax liabilities, accrued
interest payable, accrued dividends payable, other accruals with respect to
Distributions and liabilities arising out of derivative financial instruments).

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                        Defined in
Term                                                                                     Section
----                                                                                      -------
<S>                                                                                     <C>
"Additional Amounts"................................................................       4.20
"Affiliate Transaction".............................................................       4.11
"Asset Sale Offer"..................................................................       3.09
"Authentication Order"..............................................................       2.02
"Change of Control Offer"...........................................................       4.15
"Change of Control Payment".........................................................       4.15
"Change of Control Payment Date"....................................................       4.15
"Covenant Defeasance"...............................................................       8.03
"Debt Service Reserve Account"......................................................      10.01
"Depositary Agreement"..............................................................      10.01
"DTC"...............................................................................       2.03
"Eligible Excess Cash"..............................................................       4.21
"Eligible MobiFon Proceeds".........................................................       4.10
"Event of Default"..................................................................       6.01
"Excess Cash Flow Offer"............................................................       4.21
"Excess Cash Flow Payment Date".....................................................       4.21
"Excess Cash Offer Amount"..........................................................       4.21
"Excess Proceeds"...................................................................       4.10
"incur".............................................................................       4.09
"Legal Defeasance"..................................................................       8.02
"Minimum Debt Service Balance"......................................................      10.10
"MobiFon Proceeds"..................................................................       4.10
"Offer Amount"......................................................................       3.09
"Offer Period"......................................................................       3.09
"Paying Agent"......................................................................       2.03
"Payment Default"...................................................................       6.01
"Permitted Debt"....................................................................       4.09
"Purchase Date".....................................................................       3.09
"Registrar".........................................................................       2.03
"Reserve Account Depositary"........................................................      10.01
"Restricted Payments"...............................................................       4.07
"Secured Obligations"...............................................................      10.01
</TABLE>

Section 1.03 Incorporation by Reference of Trust Indenture Act.

                                       19

<PAGE>

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes means the Company and any successor obligor upon
the Notes.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
         plural include the singular;

                  (5) "will" shall be interpreted to express a command;

                  (6) provisions apply to successive events and transactions;
         and

                  (7) references to sections of or rules under the Securities
         Act will be deemed to include substitute, replacement of successor
         sections or rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01 Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any

                                       20

<PAGE>

provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

         (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

Section 2.02 Execution and Authentication.

         One Officer must sign the Notes for the Company by manual or facsimile
signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note will nevertheless be valid.

         A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

         The Trustee will, upon receipt of a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate Notes for original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes.
The aggregate principal amount of Notes outstanding at any time may not exceed
such amount except as provided in Section 2.07 hereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

         The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

                                       21

<PAGE>

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes and the
Company appoints Dexia Banque Internationale a Luxembourg S.A. as an additional
paying agent for so long as the Notes are listed on the Luxembourg Stock
Exchange.

Section 2.04 Paying Agent to Hold Money in Trust.

         The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Additional Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

         The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06 Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

                  (1) the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 120 days after the date of such notice
         from the Depositary; or

                  (2) the Company in its sole discretion determines that the
         Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee.

         Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this

                                       22

<PAGE>

Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c), (d) or (f)
hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (1) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend.
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(1).

                  (2) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(1) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either:

                           (A) both:

                                    (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to credit or cause to be credited a
                           beneficial interest in another Global Note in an
                           amount equal to the beneficial interest to be
                           transferred or exchanged; and

                                    (ii)     instructions given in accordance
                           with the Applicable Procedures containing information
                           regarding the Participant account to be credited with
                           such increase; or

                           (B) both:

                                    (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to cause to be issued a Definitive
                           Note in an amount equal to the beneficial interest to
                           be transferred or exchanged; and

                                    (ii)     instructions given by the
                           Depositary to the Registrar containing information
                           regarding the Person in whose name such Definitive
                           Note shall be registered to effect the transfer or
                           exchange referred to in (i) above. Upon consummation
                           of an Exchange Offer by the Company in accordance
                           with Section 2.06(f) hereof, the requirements of this
                           Section 2.06(b)(2) shall be deemed to have been
                           satisfied upon receipt by the Registrar of the
                           instructions contained in the Letter of Transmittal
                           delivered by the Holder of such beneficial interests
                           in the Restricted Global Notes. Upon satisfaction of
                           all of the requirements for transfer or exchange of
                           beneficial interests in Global Notes contained in
                           this

                                       23

<PAGE>

                           Indenture and the Notes or otherwise applicable under
                           the Securities Act, the Trustee shall adjust the
                           principal amount of the relevant Global Note(s)
                           pursuant to Section 2.06(h) hereof.

                  (3) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(2) above and the
         Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof; and

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof.

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(2) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Registration Statement in accordance
                  with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (ii)     if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                                       24

<PAGE>

                  and, in each such case set forth in this subparagraph (D), if
                  the Company so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Company to the effect that such exchange or transfer is
                  in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                  (1) Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144, a certificate
                  to the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(a) thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                                       25

<PAGE>

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

                  (2) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Registration Statement in accordance
                  with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (ii)     if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the

                                       26

<PAGE>

                  Private Placement Legend are no longer required in order to
                  maintain compliance with the Securities Act.

                  (3) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(2) hereof, the Trustee will cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company will execute and the Trustee
         will authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(3) will be registered in such name or names and
         in such authorized denomination or denominations as the holder of such
         beneficial interest requests through instructions to the Registrar from
         or through the Depositary and the Participant or Indirect Participant.
         The Trustee will deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
         will not bear the Private Placement Legend.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

                  (1) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C hereto, including the certifications in item
                  (2)(b) thereof;

                           (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                           (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule
                  144, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (3)(a) thereof;

                           (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                                       27

<PAGE>

                           (F) if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

                  the Trustee will cancel the Restricted Definitive Note,
                  increase or cause to be increased the aggregate principal
                  amount of, in the case of clause (A) above, the appropriate
                  Restricted Global Note, in the case of clause (B) above, the
                  144A Global Note, and in the case of clause (C) above, the
                  Regulation S Global Note.

         (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of a Restricted Definitive Note may exchange such Note
for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Registration Statement in accordance
                  with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the Holder of such Definitive
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (ii)     if the Holder of such Definitive
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           B hereto, including the certifications in item (4)
                           thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

                                       28

<PAGE>

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (3) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee will cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Company will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (1) Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (2) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         or Persons who take delivery thereof in the form of an Unrestricted
         Definitive Note if:

                                       29

<PAGE>

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Registration Statement in accordance
                  with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (ii)     if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (3) Unrestricted Definitive Notes to Unrestricted Definitive
         Notes. A Holder of Unrestricted Definitive Notes may transfer such
         Notes to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Note. Upon receipt of a request to register
         such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                  (1) one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Notes tendered into the Exchange
         Offer by Persons that certify in the applicable Letters of Transmittal
         that (A) they are not Broker-Dealers, (B) they are not participating in
         a distribution of the Exchange Notes and (C) they are not affiliates
         (as defined in Rule 144) of the Company; and

                  (2) Unrestricted Definitive Notes in an aggregate principal
         amount equal to the principal amount of the Restricted Definitive Notes
         accepted for exchange in the Exchange Offer.

                                       30

<PAGE>

         Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

         (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (1) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(4),
                  (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this
                  Section 2.06 (and all Notes issued in exchange therefor or
                  substitution thereof) will not bear the Private Placement
                  Legend.

                  (2) Global Note Legend. Each Global Note will bear a legend in
         substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

                                       31

<PAGE>

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

                  (3) Original Issue Discount Legend. Each Note will bear a
         legend in substantially the following form:

"THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273,
AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND IS
SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER UNITED
STATES TREASURY REGULATION SECTION 1.1275-4(b). FOR INFORMATION REGARDING THE
ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE YIELD TO
MATURITY, THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY,
YOU SHOULD submit a written request for it to the Company at THE FOLLOWING
ADDRESS: MOBIFON HOLDINGS B.V., C/O CLEARWAVE N.V., WORLD TRADE CENTER,
STRAWINSKYLAAN 707, 1077 XX AMSTERDAM, THE NETHERLANDS, ATTENTION: MANAGING
DIRECTOR."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (1) To permit registrations of transfers and exchanges, the
         Company will execute and the Trustee will authenticate Global Notes and
         Definitive Notes upon receipt of an Authentication Order in accordance
         with Section 2.02 or at the Registrar's request.

                  (2) No service charge will be made to a Holder of a Global
         Note or to a Holder of a Definitive Note for any registration of
         transfer or exchange, but the Company may require

                                       32

<PAGE>

         payment of a sum sufficient to cover any transfer tax or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
         and 9.05 hereof).

                  (3) The Registrar will not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (4) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes will be the valid obligations of the Company, evidencing the same
         debt, and entitled to the same benefits under this Indenture, as the
         Global Notes or Definitive Notes surrendered upon such registration of
         transfer or exchange.

                  (5) The Company will not be required:

                           (A) to issue, to register the transfer of or to
                  exchange any Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for
                  redemption under Section 3.02 hereof and ending at the close
                  of business on the day of selection;

                           (B) to register the transfer of or to exchange any
                  Note selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or

                           (C) to register the transfer of or to exchange a Note
                  between a record date and the next succeeding interest payment
                  date.

                  (6) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of, and interest and any premium or Additional Interest, on
         such Notes and for all other purposes, and none of the Trustee, any
         Agent or the Company shall be affected by notice to the contrary.

                  (7) The Trustee will authenticate Global Notes and Definitive
         Notes in accordance with the provisions of Section 2.02 hereof.

                  (8) All certifications, certificates and Opinions of Counsel
         required to be submitted to the Registrar pursuant to this Section 2.06
         to effect a registration of transfer or exchange may be submitted by
         facsimile.

Section 2.07 Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

                                       33

<PAGE>

Section 2.08 Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding if the Company or an Affiliate of the Company
holds the Note; however, Notes held by the Company or a Subsidiary of the
Company shall not be deemed to be outstanding for purposes of Section 3.07(a)
hereof.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes will be entitled to all of the benefits of
this Indenture.

Section 2.11 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes will be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

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<PAGE>

         If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days (unless a shorter notice is satisfactory to the Trustee in its
sole discretion) but not more than 60 days before a redemption date, an
Officers' Certificate setting forth:

                  (1) the clause of this Indenture pursuant to which the
         redemption shall occur;

                  (2) the redemption date;

                  (3) the principal amount of Notes to be redeemed; and

                  (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

                  (1) if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2) if the Notes are not listed on any national securities
         exchange, on a pro rata basis, by lot or by such method as the Trustee
         shall deem fair and appropriate.

         In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

         The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchase. No Notes of $1,000 or less will be redeemed or purchased in part;
except that if all of the Notes of a Holder are to be redeemed or purchased, the
entire outstanding amount of Notes held by such Holder, even if less than
$1,000, shall be redeemed or purchased. Except as

                                       35

<PAGE>

provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption or purchase also apply to portions of Notes called
for redemption or purchase.

Section 3.03 Notice of Redemption or Purchase.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 11 of this Indenture.

         The notice will identify the Notes to be redeemed and will state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         redemption date upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion will be issued upon
         cancellation of the original Note;

                  (4) the name and address of the Paying Agent;

                  (5) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price;

                  (6) that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

                  (7) the paragraph of the Notes and/or Section of this
         Indenture pursuant to which the Notes called for redemption are being
         redeemed; and

                  (8) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Notes.

         At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days (unless a shorter notice
is satisfactory to the Trustee in its sole discretion) prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

         Notice of redemption will be published in the Luxemburger Wort or
another leading newspaper of general circulation in Luxembourg for so long as
the Notes are listed on the Luxembourg Stock Exchange.

         In connection with any redemption, so long as the Notes are listed on
the Luxembourg Stock Exchange, the Company will notify the Luxembourg Stock
Exchange of any change in the principal amount of Notes outstanding.

                                       36

<PAGE>

         Each reference to redemption in this Section 3.03 shall be deemed to
also refer to purchase.

Section 3.04 Effect of Notice of Redemption or Purchase.

         Once notice of redemption or purchase is mailed in accordance with
Section 3.03 hereof, Notes called for redemption or purchase become irrevocably
due and payable on the date specified for redemption or purchase at the
redemption or purchase price. A notice of redemption may not be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

         On or before the redemption or purchase price date, the Company will
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption or purchase price of and accrued interest and Additional Interest, if
any, on all Notes to be redeemed or purchased on that date. The Trustee or the
Paying Agent will promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption or purchase price of, and accrued interest and Additional
Interest, if any, on, all Notes to be redeemed or purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

         Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

         (a) At any time prior to July 31, 2006, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of the Notes
at a redemption price of 112.50% of the principal amount, plus accrued and
unpaid interest and Additional Interest, if any, to the redemption date, with
the net cash proceeds of (1) one or more Equity Offerings by the Company or (2)
a contribution to the Company' common equity capital or a loan to the Company
that is permitted under Section 4.09(b)(4), in either case made with the net
cash proceeds of a concurrent Equity Offering of common stock of a Person of
which the Company is a Subsidiary; provided that:

                  (1) at least 65% of the aggregate principal amount of Notes
         issued under this Indenture remains outstanding immediately after the
         occurrence of such redemption (excluding Notes held by the Company and
         its Subsidiaries); and

                                       37

<PAGE>

                  (2) the redemption must occur within 45 days of the date of
         the closing of such Equity Offering.

         (b) Except pursuant to the preceding paragraph and pursuant to Section
3.07(d) the Notes are not redeemable at the Company's option prior to July 31,
2007.

         (c) On and after July 31, 2007, at any time and from time to time, the
Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Additional Interest, if any, on the Notes redeemed, to the applicable redemption
date, if redeemed during the twelve-month period beginning on July 31 of the
years indicated below, subject to the rights of Holders on the relevant record
date to receive interest on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                                                                  Percentage
----                                                                                  ----------
<S>                                                                                   <C>
2007.............................................................................      106.250%
2008.............................................................................      103.125%
2009 and thereafter..............................................................      100.000%
</TABLE>

         (d) In the event (1) the Company becomes, or would become, on the next
date on which any amount would be payable under or with respect to the Notes,
obligated to pay any Additional Amounts as a result of a change in the national
or international laws or regulations of any Relevant Taxing Jurisdiction, or a
change in any official position regarding the application or interpretation
thereof (including the decision of any court, governmental agency or tribunal),
which is publicly announced or becomes effective on or after the date of the
Offering Circular, and if the Company cannot avoid such obligation by taking
reasonable measures available to it, or (2) as a result of a change in (a) the
national or international laws or regulations of any Relevant Taxing
Jurisdiction or any Romanian federal, provincial, territorial or other Romanian
government or any authority or agency of or in Romania having the power to tax
or (b) an income tax treaty between Romania and any Relevant Taxing Jurisdiction
or, in the case of either (a) or (b) above, a change in any official position
regarding the application or interpretation thereof (including the decision of
any court, governmental agency or tribunal), which is publicly announced or
becomes effective on or after the date of the Offering Circular, MobiFon becomes
obligated to make withholding Tax payments or deductions for or on account of
any Taxes on any dividends, stock repurchases or other similar distributions
payable to the Company, the Notes may be redeemed at the option of the Company.
Upon the occurrence of any such change, the Company may, at any time, redeem
all, but not part, of the Notes at a price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, to
the redemption date. Prior to any such redemption pursuant to the foregoing, the
Company will deliver to the Trustee an opinion of an independent tax counsel to
the effect that a change referred to above exists. The Trustee will accept such
opinion as sufficient existence of the satisfaction of the conditions precedent
described above, in which event it will become conclusive and binding on the
Holders of Notes.

         (e) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

         The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds or MobiFon
Proceeds.

                                       38

<PAGE>

         In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

         The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales and assets. The Asset Sale Offer will
remain open for a period of at least 20 Business Days following its commencement
and not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the "Offer Period"). No later than three Business
Days after the termination of the Offer Period (the "Purchase Date"), the
Company will apply all Excess Proceeds or MobiFon Proceeds, as the case may be
(the "Offer Amount"), to the purchase of Notes and such other pari passu
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Notes and other Indebtedness tendered in response
to the Asset Sale Offer. Payment for any Notes so purchased will be made in the
same manner as interest payments are made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Additional Interest, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

         Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

                  (1) that the Asset Sale Offer is being made pursuant to this
         Section 3.09 and Section 4.10 hereof and the length of time the Asset
         Sale Offer will remain open;

                  (2) the Offer Amount, the purchase price and the Purchase
         Date;

                  (3) that any Note not tendered or accepted for payment will
         continue to accrue interest;

                  (4) that, unless the Company defaults in making such payment,
         any Note accepted for payment pursuant to the Asset Sale Offer will
         cease to accrue interest after the Purchase Date;

                  (5) that Holders electing to have a Note purchased pursuant to
         an Asset Sale Offer may elect to have Notes purchased in integral
         multiples of $1,000 only;

                  (6) that Holders electing to have a Note purchased pursuant to
         any Asset Sale Offer will be required to surrender the Note, with the
         form entitled "Option of Holder to Elect Purchase" on the reverse of
         the Note completed, or transfer by book-entry transfer, to the Company,
         a depositary, if appointed by the Company, or a Paying Agent at the
         address specified in the notice at least three days before the Purchase
         Date;

                  (7) that Holders will be entitled to withdraw their election
         if the Company, the Depositary or the Paying Agent, as the case may be,
         receives, not later than the expiration of the Offer Period, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of the Note the Holder
         delivered for purchase and a statement that such Holder is withdrawing
         its election to have such Note purchased;

                                       39

<PAGE>

                  (8) that, if the aggregate principal amount of Notes and other
         pari passu Indebtedness surrendered by Holders exceeds the Offer
         Amount, the Company will select the Notes other pari passu Indebtedness
         to be purchased on a pro rata basis based on the principal amount of
         Notes and such other pari passu Indebtedness surrendered (with such
         adjustments as may be deemed appropriate by the Company so that only
         Notes in denominations of $1,000, or integral multiples thereof, will
         be purchased); and

                  (9) that Holders whose Notes were purchased only in part will
         be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

         On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, will promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company will promptly issue a new Note, and the
Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

         The Company shall comply with requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under those Sections by virtue of such conflict.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof. to the extent applicable

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01 Payment of Notes.

         The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Additional Interest, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Additional Interest, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds on the
due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. If the Company or any Subsidiary thereof or any Affiliate of
any of them, acts as Paying Agent, any installment of principal, premium, if
any, and interest and Additional Interest, if any, shall be considered paid on
the due date if the entity acting as Paying Agent complies with the last
sentence of Section 2.04 hereof. The Company will pay all Additional Interest,
if any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

                                       40

<PAGE>

         The Company will pay interest on overdue principal at the rate per
annum specified on the Notes to the extent lawful; it will pay interest on
overdue installments of interest and Additional Interest (without regard to any
applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03 Reports.

         (a) Whether or not required by the SEC's rules and regulations, so long
as any Notes are outstanding, the Company will furnish to the Holders of Notes
and, for so long as the Notes are listed on the Luxembourg Stock Exchange, to
the Luxembourg Stock Exchange:

                  (1) within 140 days after the end of each fiscal year of the
         Company, annual reports on Form 20-F, or any successor form; provided
         that the financial statements and other financial information contained
         therein shall be prepared in accordance with GAAP;

                  (2) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Company, reports on Form
         6-K, or any successor form, attaching (a) unaudited consolidated
         financial statements for the Company for the period then ended (and the
         comparable period in the prior year), prepared in accordance with GAAP,
         and (b) the information relating to the Company described in Item 5 of
         Form 20-F, or any successor provision;

                  (3) promptly, from time to time, after the occurrence of any
         event required to be therein reported, other reports on Form 6-K, or
         any successor form; and

                  (4) promptly, from time to time, all other information that
         would be material to the Company's consolidated financial statements or
         results of operations (including, without limitation, that information
         described in Items 1 through 9 of Form 8-K as in effect on the date of
         this Indenture); provided, that such information may be provided in a
         report on Form 6-K.

         All such reports will be prepared in all material respects in
accordance with all of the rules and regulations applicable to such reports and
will report the amount of dividends and other distributions

                                       41

<PAGE>

received by the Company from MobiFon during the periods included in such
reports. Each annual report on Form 20-F will include a report on the Company's
consolidated financial statements by the Company's certified independent
accountants. In addition, the Company will file a copy of each of the reports
referred to in clauses (1) through (4) above with the SEC for public
availability within the time periods specified in the rules and regulations
applicable to such reports (unless the SEC will not accept such a filing) and
make such information available to securities analysts and prospective investors
upon request.

         If, at any time after consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, the Company is no longer subject to the
periodic reporting requirements of the Exchange Act for any reason, the Company
will nevertheless continue filing the reports specified in the preceding
paragraph with the SEC within the time periods specified above unless the SEC
will not accept such a filing. The Company shall not take any action for the
purpose of causing the SEC not to accept any such filings. If, notwithstanding
the foregoing, the SEC will not accept the Company's filings for any reason, the
Company will post the reports referred to in the preceding paragraph on its
website within the time periods that would apply if the Company were required to
file those reports with the SEC.

         (b) For so long as any Notes remain outstanding, at any time the
Company is not required to file the reports required by the preceding paragraphs
with the SEC, the Company will furnish to the Holders of Notes and to securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04 Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, the Depositary Agreement and the Collateral
Agreement, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture, the Depositary Agreement and the Collateral Agreement and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture, the Depositary Agreement or the Collateral
Agreement (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's certified independent accountants (who shall
be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

                                       42

<PAGE>

         (c) So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05 Taxes.

         The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of Notes.

Section 4.06 Stay, Extension and Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law has been
enacted.

Section 4.07 Restricted Payments.

         (a) The Company will not, and will not permit any of its Subsidiaries
to, directly or indirectly:

                  (1) declare or pay any dividend or make any other payment or
         distribution on account of the Company's or any of its Subsidiaries'
         Equity Interests (including, without limitation, any payment in
         connection with any merger or consolidation involving the Company or
         any of its Subsidiaries) or to the direct or indirect holders of the
         Company's or any of its Subsidiaries' Equity Interests in their
         capacity as such (other than dividends or distributions payable in
         Equity Interests (other than Disqualified Stock) of the Company or to
         the Company or a Subsidiary of the Company);

                  (2) purchase, redeem or otherwise acquire or retire for value
         (including without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company or any Person of which the Company is a Subsidiary;

                  (3) make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness of the Company that is contractually subordinated to the
         Notes, except a payment of interest or principal at the Stated Maturity
         thereof or with Equity Interests of the Company other than Disqualified
         Stock; or

                  (4) make any Restricted Investment,

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

                  (1) all interest and Additional Interest, if any, on the Notes
         then due has been paid in full; and

                                       43

<PAGE>

                  (2) no Default or Event of Default has occurred and is
         continuing or would occur as a consequence of such Restricted Payment;
         and

                  (3) the aggregate amount of funds then on deposit in the Debt
         Service Reserve Account equals or exceeds the Minimum Debt Service
         Balance; and

                  (4) the Senior Debt Service Coverage Ratio of MobiFon would
         have been at least 1.9 to 1 at the time of such Restricted Payment and
         after giving pro forma effect thereto as if such Restricted Payment had
         been made at the beginning of the Company's most recently ended four
         full fiscal quarters for which internal financial statements are
         available immediately preceding the date of such Restricted Payment;
         and

                  (5) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company or any of
         its Subsidiaries after the date of this Indenture (excluding Restricted
         Payments permitted by clauses (1), (2), (3), (4) and (5) of Section
         4.07(b) of this Indenture), is less than the difference between:

                           (A) the sum, without duplication, of:

                                    (i) 50% of the Operating Cash Flow of the
                           Company for the period from the date of this
                           Indenture to the time of such Restricted Payment;
                           plus

                                    (ii) 100% of the aggregate net cash proceeds
                           received by the Company since the date of this
                           Indenture as a contribution to its common equity
                           capital or from the issue or sale of Equity Interests
                           of the Company (other than Disqualified Stock) or
                           from the issue or sale of convertible or exchangeable
                           Disqualified Stock or convertible or exchangeable
                           debt securities of the Company that have been
                           converted into or exchanged for such Equity Interests
                           (other than Equity Interests (or Disqualified Stock
                           or debt securities) sold to a Subsidiary of the
                           Company) to the extent that such net cash proceeds
                           have not been used to redeem Notes pursuant to
                           Section 3.07(a); plus

                                    (iii) the aggregate amount of all Eligible
                           MobiFon Proceeds; plus

                                    (iv) the aggregate amount of all Eligible
                           Excess Cash; and

                           (B) the aggregate amount of all interest and
         Additional Interest, if any, that will become due on the next
         succeeding interest payment date to the extent not included in the
         calculation of Operating Cash Flow.

         (b) The provisions of Section 4.07(a) will not prohibit:

                  (1) the payment of any dividend or the making of any return of
         capital or other similar distribution (or, in the case of any
         partnership or limited liability company, any similar distribution) by
         a Subsidiary of the Company to the holders of its Equity Interests on a
         pro rata basis;

                  (2) the repurchase of Equity Interests deemed to occur upon
         the exercise of stock options to the extent such Equity Interests
         represent a portion of the exercise price of those stock options;

                  (3) the Permitted Payment to Parent;

                                       44

<PAGE>

                  (4) so long as no Default has occurred and is continuing or
         would be caused thereby, the making of any Restricted Payment that,
         when taken together with all other Restricted Payments made pursuant to
         this clause (4), does not exceed the aggregate amount of Cash Flow from
         Acquired MobiFon Equity received by the Company since the date of this
         Indenture;

                  (5) so long as no Default has occurred and is continuing or
         would be caused thereby, the making of any Restricted Payment in
         exchange for, or out of the net cash proceeds of the substantially
         concurrent sale (other than to a Subsidiary of the Company) of, Equity
         Interests of the Company (other than Disqualified Stock) or from the
         substantially concurrent contribution of common equity capital to the
         Company; provided that the amount of any such net cash proceeds that
         are used for any such Restricted Payment will be excluded from clause
         (5)(A)(ii) of the preceding paragraph;

                  (6) so long as no Default has occurred and is continuing or
         would be caused thereby, the repurchase, redemption or other
         acquisition or retirement for value of any Equity Interests of any
         Person of which the Company is a Subsidiary held by any current or
         former officer, director or employee of any Person of which the Company
         is a Subsidiary or any of its Subsidiaries pursuant to any equity
         subscription agreement, stock option agreement, shareholders' agreement
         or similar agreement; provided that the aggregate price paid for all
         such repurchased, redeemed, acquired or retired Equity Interests may
         not exceed $500,000 in any twelve-month period; and

                  (7) the repurchase, redemption or other acquisition for value
         of Capital Stock of the Company to the extent necessary to prevent the
         loss or secure the renewal or reinstatement of a license or franchise
         held by the Company or any of its Subsidiaries from any governmental
         agency.

         The amount of all Restricted Payments (other than cash) will be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board whose resolution with respect
thereto shall be delivered to the Trustee. The Board's determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the Fair Market Value exceeds
$10.0 million. Not later than the date of making any Restricted Payment, the
Company will deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

         (a) The Company will not, and will not permit any of its Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary to:

                  (1) pay dividends or make any other distributions on its
         Capital Stock to the Company or any of its Subsidiaries, or with
         respect to any other interest or participation in, or measured by, its
         profits, or pay any indebtedness owed to the Company or any of its
         Subsidiaries;

                  (2) make loans or advances to the Company or any of its
         Subsidiaries; or

                  (3) transfer any of its properties or assets to the Company or
         any of its Subsidiaries.

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<PAGE>

         (b) The restrictions in Section 4.08(a) will not apply to encumbrances
or restrictions existing under or by reason of:

                  (1) agreements governing Indebtedness outstanding on the date
         of this Indenture and Credit Facilities as in effect on the date of
         this Indenture and any amendments, modifications, restatements,
         renewals, increases, supplements, refundings, replacements or
         refinancings of those agreements; provided that the amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacement, refinancings or agreements are no more
         restrictive, taken as a whole, with respect to such dividend and other
         payment restrictions than those contained in those agreements on the
         date of this Indenture;

                  (2) this Indenture and the Notes;

                  (3) applicable law, rule, regulation or order;

                  (4) any encumbrance or restriction contained in an agreement
         with respect to any Indebtedness, including Acquired Debt, permitted to
         be incurred subsequent to the date of this Indenture pursuant to
         Section 4.09 hereof; provided that such encumbrance or restriction is
         ordinary and customary with respect to the type of Indebtedness being
         incurred (under the relevant circumstances) and, in any event, not
         materially more restrictive on the ability of the applicable Subsidiary
         to make the dividends, distributions, loans, advances or transfers
         referred to above than the most restrictive encumbrance or restriction
         contained in any agreement with respect to Indebtedness in effect on
         the date of this Indenture;

                  (5) customary non-assignment provisions in contracts and
         licenses entered into in the ordinary course of business and consistent
         with past practices;

                  (6) purchase money obligations for property acquired in the
         ordinary course of business and Capital Lease Obligations that impose
         restrictions on the property purchased or leased of the nature
         described in clause (3) of Section 4.08(a);

                  (7) any agreement for the sale or other disposition of a
         Subsidiary that restricts distributions by that Subsidiary pending the
         sale or other disposition;

                  (8) Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are not materially more restrictive, taken as
         a whole, than those contained in the agreements governing the
         Indebtedness being refinanced;

                  (9) Liens securing Indebtedness otherwise permitted to be
         incurred under the provisions of Section 4.12 that limit the right of
         the debtor to dispose of the assets subject to such Liens;

                  (10) provisions limiting or prohibiting the disposition or
         distribution of assets or property in joint venture agreements, asset
         sale agreements, sale-leaseback agreements, stock sale agreements and
         other similar agreements entered into with the approval of the
         Company's Board, which limitation or prohibition is applicable only to
         the assets that are the subject of such agreements; and

                  (11) restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business.

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Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company will not, and will not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt), and the
Company will not issue any Disqualified Stock and will not permit any of its
Subsidiaries to issue any shares of preferred stock, except as set forth in
Section 4.09(b).

         (b) The provisions of Section 4.09(a) will not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

                  (1) the incurrence by MobiFon and any of its Subsidiaries of
         Indebtedness in an aggregate principal amount at any one time
         outstanding under this clause (1) (with letters of credit being deemed
         to have a principal amount equal to the maximum potential liability of
         MobiFon and its Subsidiaries thereunder), not to exceed the lesser of:

                           (A) $360.0 million, less the aggregate amount of all
                  Net Proceeds of Asset Sales applied by MobiFon or any of its
                  Subsidiaries since the date of this Indenture to repay any
                  term Indebtedness under a Credit Facility or to repay any
                  revolving credit Indebtedness under a Credit Facility and
                  effect a corresponding commitment reduction thereunder
                  pursuant to Section 4.10; and

                           (B) the product of two times MobiFon's EBITDA for
                  MobiFon's most recently ended four full fiscal quarters for
                  which internal financial statements are available immediately
                  preceding the date on which such Indebtedness is incurred,
                  determined on a pro forma basis (including a pro forma
                  application of the net proceeds therefrom), as if the
                  Indebtedness had been incurred at the beginning of such
                  four-quarter period;

                  (2) the incurrence by the Company of Indebtedness represented
         by the Notes to be issued on the date of this Indenture and represented
         by the Exchange Notes to be issued pursuant to the Registration Rights
         Agreement;

                  (3) the incurrence by the Company of Qualified Intercompany
         Indebtedness under the Parent Note in an aggregate principal amount at
         any time outstanding, after the Permitted Payment to Parent (which
         shall occur no later than June 30, 2003), not to exceed $457.1 million;

                  (4) the incurrence by the Company of Qualified Intercompany
         Indebtedness to a Person of which the Company is a Subsidiary the net
         proceeds of which are used by the Company to repurchase Notes pursuant
         Section 3.07(a);

                  (5) the incurrence by the Company of Qualified Intercompany
         Indebtedness to a Person of which the Company is a Subsidiary in
         exchange for Equity Interests in MobiFon in an aggregate principal
         amount that, as of the date of incurrence, does not exceed the Fair
         Market Value of such Equity Interests of MobiFon on such date;

                  (6) the incurrence by MobiFon or any of its Subsidiaries of
         Indebtedness represented by Capital Lease Obligations or Attributable
         Debt, or incurred to finance the cost (including the cost of design,
         development, construction, improvement, installation or integration and
         all import duties) of telecommunications network assets, equipment or
         inventory acquired by the Company or any Subsidiary in the ordinary
         course of business, in an aggregate principal amount, including

                                       47

<PAGE>

         all Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (6), not to
         exceed $15.0 million at any time outstanding;

                  (7) the incurrence by the Company or any of its Subsidiaries
         of Permitted Refinancing Indebtedness in exchange for, or the net
         proceeds of which are used to refund, refinance or replace Indebtedness
         that was permitted by this Indenture to be incurred under clauses (1),
         (2) and (6) of this Section 4.09(b);

                  (8) any Indebtedness of MobiFon to the Government of Romania
         or any governmental authority arising in connection with deferred
         payment arrangements in respect of (a) the acquisition of the UMTS
         License, (b) GSM spectrum fees or other GSM-related compensation or (c)
         any other obligations necessary to prevent the loss or secure the
         renewal or reinstatement of a license or franchise held by the Company
         or any of its Subsidiaries from any governmental agency;

                  (9) the incurrence by MobiFon or any of its Subsidiaries of
         intercompany Indebtedness between or among MobiFon and any of its
         Subsidiaries or Indebtedness incurred by MobiFon to the Company;
         provided, however, that:

                           (A) any subsequent issuance or transfer of Equity
                  Interests that results in any such Indebtedness being held by
                  a Person other than the Company or a Subsidiary of the
                  Company; and

                           (B) any sale or other transfer of any such
                  Indebtedness to a Person that is not either the Company or a
                  Subsidiary of the Company;

         will be deemed, in each case, to constitute an incurrence of such
         Indebtedness by MobiFon or such Subsidiary, as the case may be, that
         was not permitted by this clause (9);

                  (10) the issuance by MobiFon to the Company or any of
         MobiFon's Subsidiaries to MobiFon or any of its other Subsidiaries of
         shares of preferred stock; provided, however, that:

                           (A) any subsequent issuance or transfer of Equity
                  Interests that results in any such preferred stock being held
                  by a Person other than the Company or a Subsidiary of the
                  Company; and

                           (B) any sale or other transfer of any such preferred
                  stock to a Person that is not either the Company or a
                  Subsidiary of the Company;

         will be deemed, in each case, to constitute an issuance of such
         preferred stock by such Subsidiary that was not permitted by this
         clause (10);

                  (11) the incurrence by MobiFon or any of the Subsidiaries of
         Indebtedness in respect of workers' compensation claims, self-insurance
         obligations, bankers' acceptances, performance and surety bonds in the
         ordinary course of business; and

                  (12) the incurrence by the Company or any of its Subsidiaries
         of Indebtedness arising from the honoring by a bank or other financial
         institution of a check, draft or similar instrument inadvertently drawn
         against insufficient funds, so long as such Indebtedness is covered
         within five business days.

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<PAGE>

         The Company will not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Notes on substantially identical terms; provided,
however, that no Indebtedness will be deemed to be contractually subordinated in
right of payment to any other Indebtedness of the Company solely by virtue of
being unsecured or by virtue of being secured on a first or junior Lien basis.

         The Company will not incur any Indebtedness (including Permitted Debt)
to any Affiliate of the Company unless such Indebtedness is Qualified
Intercompany Indebtedness.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (12) above,
the Company will be permitted to classify and reclassify such item of
Indebtedness from time to time in any manner that complies with this Section
4.09. Indebtedness of MobiFon outstanding on the date on which Notes are first
issued and authenticated under this Indenture will be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt in this Section 4.09. The accrual of interest, the
accretion or amortization of original issue discount, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on Disqualified Stock in the form of additional shares
of the same class of Disqualified Stock, will not be deemed to be an incurrence
of Indebtedness or an issuance of Disqualified Stock for purposes of this
Section 4.09. Notwithstanding any other provision of this Section 4.09, the
maximum amount of Indebtedness that the Company or any Subsidiary may incur
pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a
result of fluctuations in exchange rates or currency values.

Section 4.10 Asset Sales.

         (a) The Company will not consummate an Asset Sale (including a Sale of
MobiFon Equity) unless:

                  (1) such Asset Sale complies with Section 4.17 of this
         Indenture;

                  (2) the Company receives consideration at the time of the
         Asset Sale at least equal to the Fair Market Value of the Equity
         Interests sold or otherwise disposed of;

                  (3) the Fair Market Value is determined by the Company's Board
         and evidenced by a resolution of the Board set forth in an Officers'
         Certificate delivered to the Trustee; and

                  (4) the consideration received in the Asset Sale by the
         Company is in the form of cash or Cash Equivalents. For purposes of
         this provision, "cash" will include:

                           (A) any securities, notes or other obligations
                  received by the Company from such transferee that are
                  contemporaneously, subject to ordinary settlement periods,
                  converted by the Company into cash, to the extent of the cash
                  received in that conversion; and

                           (B) Notes delivered to the Company and redelivered by
                  the Company to the Trustee for cancellation.

         When the aggregate amount of Net Proceeds received from one or more
Sales of MobiFon Equity ("MobiFon Proceeds") exceeds $3.5 million, the Company
will make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions

                                       49

<PAGE>

similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets in accordance with Section 3.09
hereof to purchase the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the MobiFon Proceeds. The offer
price in such Asset Sale Offer will be equal to 100% of principal amount plus
accrued and unpaid interest and Additional Interest, if any, to the date of
purchase, and will be payable in cash. If any MobiFon Proceeds remain after
consummation of an Asset Sale Offer, the Company and its Subsidiaries may use
such amounts ("Eligible MobiFon Proceeds") for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of MobiFon Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
any such Asset Sale Offer, the amount of MobiFon Proceeds shall be reset at
zero.

         (b) The Company will not permit any of its Subsidiaries to consummate
an Asset Sale unless:

                  (1) such Asset Sale complies with Section 4.17 of this
         Indenture;

                  (2) the Subsidiary receives consideration at the time of the
         Asset Sale at least equal to the Fair Market Value of the assets or
         Equity Interests issued or sold or otherwise disposed of;

                  (3) the Fair Market Value is determined by the Company's Board
         and evidenced by a resolution of the Board set forth in an Officers'
         Certificate delivered to the Trustee; and

                  (4) at least 75% of the consideration received in the Asset
         Sale by such Subsidiary is in the form of cash or Cash Equivalents. For
         purposes of this provision, each of the following will be deemed to be
         cash:

                           (A) any liabilities, as shown on the Company's most
                  recent consolidated balance sheet, of the Company or any
                  Subsidiary (other than contingent liabilities and liabilities
                  that are by their terms subordinated to the Notes) that are
                  assumed by the transferee of any such assets pursuant to an
                  agreement that releases the Company or such Subsidiary from
                  further liability;

                           (B) any securities, notes or other obligations
                  received by any such Subsidiary from such transferee that are
                  converted by such Subsidiary into cash, to the extent of the
                  cash received in that conversion, within 90 days after the
                  date of receipt; and

                           (C) any stock or assets of the kind referred to in
                  clauses (2), (3) or (5) of the next paragraph of this Section
                  4.10.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale by MobiFon or one of its Subsidiaries, the Company or the applicable
Subsidiary may apply those Net Proceeds:

                  (1) to the repayment of Indebtedness incurred pursuant to
         Section 4.09(b)(1) and, if the Indebtedness repaid is revolving credit
         Indebtedness, to correspondingly reduce commitments with respect
         thereto;

                  (2) to the acquisition of any Capital Stock of MobiFon by the
         Company if the consideration paid in such acquisition does not exceed
         the Fair Market Value of the Capital Stock acquired;

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<PAGE>

                  (3) to the acquisition by MobiFon or a Subsidiary of MobiFon
         of all or substantially all of the assets of, or any Capital Stock of,
         another Permitted Business, if, after giving effect to any such
         acquisition of Capital Stock, the Permitted Business will be or become
         a Subsidiary of MobiFon;

                  (4) to the making of a Capital Expenditure by MobiFon or a
         Subsidiary of MobiFon or payments in respect of UMTS License Costs; or

                  (5) to the acquisition by MobiFon or a Subsidiary of MobiFon
         of other assets that are not classified as current assets under GAAP
         and that are used or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, MobiFon or its
Subsidiaries may temporarily reduce revolving credit borrowings or otherwise
invest the Net Proceeds in any manner that is not prohibited by this Indenture.

         Any Net Proceeds from Asset Sales (other than a Sale of MobiFon Equity)
that are not applied or invested as provided in the preceding paragraph will
constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company will make an Asset Sale Offer to all Holders
of Notes and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets in
accordance with Section 3.09 hereof to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in such Asset Sale Offer will be equal to 100%
of principal amount plus accrued and unpaid interest and Additional Interest, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company and its
Subsidiaries may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

         (c) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

Section 4.11 Transactions with Affiliates.

         (a) The Company will not, and will not permit any of its Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding, loan,
advance, management fees or guarantee with, or for the benefit of, any Affiliate
of the Company or MobiFon (each an "Affiliate Transaction"); provided that
MobiFon may enter into normal commercial transactions in the ordinary course of
business (it being understood that such transactions would not include entering
into or making any Asset Sale, loan, advance, management fee, Permitted
Corporate Expense or guarantee) with Affiliates of the Company or MobiFon that
are customers or suppliers of MobiFon if:

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<PAGE>

                  (1) the Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Subsidiary than those that
         would have been obtained in a comparable transaction by the Company or
         such Subsidiary with an unrelated Person; and

                  (2) the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $3.0 million, a resolution of the
                  Board set forth in an Officers' Certificate certifying that
                  such Affiliate Transaction complies with clause (1) of this
                  Section 4.11(a) and that such Affiliate Transaction has been
                  approved by a majority of the disinterested members of the
                  Management Board of Parent and the Supervisory Board, if any,
                  of Parent; and

                           (B) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million, an opinion as to the
                  fairness to the Holders or such Subsidiary of such Affiliate
                  Transaction from a financial point of view issued by an
                  accounting, appraisal or investment banking firm of national
                  standing.

         (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

                  (1) any employment agreement, employee benefit plan, officer
         and director indemnification agreement or any similar arrangement
         entered into by the Company or any of its Subsidiaries in the ordinary
         course of business;

                  (2) transactions between or among the Company and/or its
         Subsidiaries;

                  (3) transactions with a Person that is an Affiliate of the
         Company solely because the Company owns, directly or through a
         Subsidiary, an Equity Interest in, or controls, such Person;

                  (4) payment of reasonable directors' fees to Persons who are
         not otherwise Affiliates of the Company;

                  (5) any issuance of Equity Interests (other than Disqualified
         Stock) of the Company to Affiliates of the Company or by MobiFon to
         Affiliates of MobiFon if otherwise permitted by this Indenture;

                  (6) Restricted Payments that do not violate Section 4.07
         hereof;

                  (7) so long as no Default or Event of Default has occurred and
         is continuing or would be caused thereby, the payment of Permitted
         Corporate Expenses so long as the Senior Debt Service Coverage Ratio of
         MobiFon would have been at least 1.7 to 1 at the time of such payment;

                  (8) loans or advances to employees in the ordinary course of
         business not to exceed $2.0 million in the aggregate at any one time
         outstanding;

                  (9) loans by Affiliates that are investment banks, commercial
         banks or other institutional lenders, in each case which are nationally
         recognized in the United States or otherwise internationally
         recognized;

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<PAGE>

                  (10) payments made under the Technical Services Agreements not
         to exceed $3.5 million in the aggregate in any calendar year; and

                  (11) Interconnect and roaming agreements and portal charges on
         customary terms in the ordinary course of business.

Section 4.12 Liens.

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind on any asset now owned or hereafter acquired, except Permitted Liens.

Section 4.13 Business Activities.

         The Company will not permit any of its Subsidiaries to engage in any
business other than Permitted Businesses, except to such extent as would not be
material to the Company and its Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

                  (1) its corporate existence, and the corporate, partnership or
         other existence of each of its Subsidiaries, in accordance with the
         respective organizational documents (as the same may be amended from
         time to time) of the Company or any such Subsidiary; and

                  (2) the rights (charter and statutory), licenses and
         franchises of the Company and its Subsidiaries; provided, however, that
         the Company shall not be required to preserve any such right, license
         or franchise, or the corporate, partnership or other existence of any
         of its Subsidiaries, if the Board shall determine that the preservation
         thereof is no longer desirable in the conduct of the business of the
         Company and its Subsidiaries, taken as a whole, and that the loss
         thereof is not adverse in any material respect to the Holders of Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, the Company will make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes
at a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest on the Notes repurchased, if
any, to the date of purchase (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.15 and that all Notes tendered will be accepted for
         payment;

                  (2) the purchase price and the purchase date, which shall be
         no later than 30 days and no later than 60 days from the date such
         notice is mailed (the "Change of Control Payment Date");

                  (3) that any Note not tendered will continue to accrue
         interest;

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<PAGE>

                  (4) that, unless the Company defaults in the payment of the
         Change of Control Payment, all Notes accepted for payment pursuant to
         the Change of Control Offer will cease to accrue interest after the
         Change of Control Payment Date;

                  (5) that Holders electing to have any Notes purchased pursuant
         to a Change of Control Offer will be required to surrender the Notes,
         with the form entitled "Option of Holder to Elect Purchase" on the
         reverse of the Notes completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the third
         Business Day preceding the Change of Control Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than the close of business on
         the second Business Day preceding the Change of Control Payment Date, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of Notes delivered for
         purchase, and a statement that such Holder is withdrawing his election
         to have the Notes purchased; and

                  (7) that Holders whose Notes are being purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered, which unpurchased portion must be
         equal to $1,000 in principal amount or an integral multiple thereof.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Section 4.15 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.15 by virtue of such compliance.

         (b) On the Change of Control Payment Date, the Company will, to the
extent lawful:

                  (1) accept for payment all Notes or portions thereof properly
         tendered pursuant to the Change of Control Offer;

                  (2) deposit with the Paying Agent an amount equal to the
         Change of Control Payment in respect of all Notes or portions of Notes
         properly tendered; and

                  (3) deliver or cause to be delivered to the Trustee the Notes
         properly accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

         The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple of $1,000. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date. Except as described above
with respect to a Change of Control, this Indenture does not contain provisions
that permit Holders of the Notes to require the Company to repurchase or redeem
the Notes in the event of a takeover, recapitalization or similar transaction.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the

                                       54

<PAGE>

Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and purchases all Notes
validly tendered and not withdrawn under the Change of Control Offer; or (2)
notice of redemption has been given pursuant to Section 3.07 of this Indenture,
unless and until there is a default in payment of the applicable redemption
price.

         (d) If and for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of the exchange so require, the Company will publish
notices relating to the Change of Control Offer in a leading newspaper of
general circulation in Luxembourg (which is expected to be the Luxemburger
Wort).

Section 4.16 Limitation on Sale and Leaseback Transactions.

         The Company will not, and will not permit any of its Subsidiaries to,
enter into any sale and leaseback transaction; provided that any Subsidiary may
enter into a sale and leaseback transaction if:

                  (1) the Subsidiary could have (a) incurred Indebtedness in an
         amount equal to the Attributable Debt relating to such sale and
         leaseback transaction under Section 4.09(b)(6) hereof and (b) incurred
         a Lien to secure such Indebtedness pursuant to the provisions of
         Section 4.12 hereof;

                  (2) the gross cash proceeds of that sale and leaseback
         transaction are at least equal to the Fair Market Value, as determined
         in good faith by the Board and set forth in an Officers' Certificate
         delivered to the Trustee, of the property that is the subject of that
         sale and leaseback transaction; and

                  (3) the transfer of assets in that sale and leaseback
         transaction is permitted by, and the Subsidiary applies the proceeds of
         such transaction in compliance with, Section 4.10 hereof.

Section 4.17 Limitation on Activities of the Company.

         The Company shall not own or hold any assets other than cash, Cash
Equivalents, Eligible Investments, Equity Interests in MobiFon, Indebtedness of
MobiFon, Notes that the Company may repurchase from time to time for delivery to
the Trustee for cancellation and office supplies necessary for the
administration of its business.

         The Company shall not, directly or indirectly, transfer, convey, sell,
lease or otherwise dispose of any Equity Interests in MobiFon to any Person if,
as a result of such transfer, conveyance, sale, lease or other disposition
MobiFon would no longer be a Subsidiary of the Company or if the Company's Fully
Diluted Equity Interest in MobiFon would be reduced to less than 50.1%.

         In addition, the Company will not permit MobiFon to issue any of its
Equity Interests to any Person other than to the Company if, as a result of such
issuance, MobiFon would no longer be a Subsidiary of the Company or the
Company's Fully Diluted Equity Interest in MobiFon would be reduced to less than
50.1%.

         Notwithstanding the foregoing, any transfer, conveyance, sale, lease,
disposition or issuance of MobiFon Equity Interests must be permitted by, and
the proceeds therefrom must be applied in compliance with, Section 4.10 of this
Indenture.

Section 4.18 Limitation on Issuances of Guarantees of Indebtedness.

                                       55

<PAGE>

         The Company will not permit any of its Subsidiaries to Guarantee or
pledge any assets to secure, or otherwise provide direct credit support for, the
payment of any other Indebtedness of the Company unless such Subsidiary
simultaneously executes and delivers a supplemental indenture providing for the
Guarantee of the payment of the Notes by such Subsidiary, which Guarantee will
be senior to or pari passu with such Subsidiary's Guarantee of or pledge to
secure such other Indebtedness.

         The Note Guarantee of a Guarantor will be automatically and
unconditionally released:

                  (1) in connection with any sale or other disposition of all or
         substantially all of the assets of that Guarantor (including by way of
         merger or consolidation) to a Person that is not (either before or
         after giving effect to such transaction) the Company or a Subsidiary of
         the Company, if the sale or other disposition does not violate Section
         4.10 hereof; or

                  (2) in connection with any sale or other disposition of all of
         the Capital Stock of that Guarantor to a Person that is not (either
         before or after giving effect to such transaction) the Company or a
         Subsidiary of the Company, if the sale or other disposition does not
         violate Section 4.10 hereof.

         The form of the Note Guarantee is attached as Exhibit F to this
Indenture.

Section 4.19 Payments for Consent.

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

Section 4.20 Payment of Additional Amounts.

         All payments made by or on behalf of the Company on or with respect to
the Notes will be made without withholding or deduction for any Taxes imposed by
any Relevant Taxing Jurisdiction, unless required by law or the interpretation
or administration thereof by the Relevant Taxing Jurisdiction. If the Company or
any other payor is required to withhold or deduct any amount on account of Taxes
imposed by any Relevant Taxing Jurisdiction from any payment made with respect
to the Notes, the Company will:

                  (1) make such withholding or deduction;

                  (2) remit the full amount deducted or withheld to the relevant
         government authority in accordance with applicable law;

                  (3) pay such additional amounts ("Additional Amounts") as may
         be necessary so that the net amount received by each Holder (including
         Additional Amounts) after such withholding or deduction will not be
         less than the amount the Holder would have received if such Taxes had
         not been withheld or deducted;

                  (4) furnish to the Trustee, within 30 days after the date the
         payment of any Taxes is due certified copies of tax receipts evidencing
         such payment by the Company;

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<PAGE>

                  (5) indemnify and hold harmless each Holder for the amount of
         (a) any Taxes levied or imposed upon and paid to a Relevant Taxing
         Jurisdiction by such Holder by reason of the failure of the Company to
         withhold or deduct such Taxes as required by applicable law and (b) any
         Taxes imposed with respect to any reimbursement under (a) so that the
         net amount received by such Holder after such reimbursement will not be
         less than the amount the Holder would have received if such Taxes had
         not been imposed on the reimbursement amount, but excluding any such
         Taxes that are in the nature of taxes on net income or profits, taxes
         on capital, franchise taxes, net worth taxes and similar taxes;
         provided that the Holder provides reasonable documentation of any such
         Taxes; and

                  (6) at least 30 days prior to each date on which any
         Additional Amounts are payable deliver to the Trustee an Officer's
         Certificate stating the amounts so payable and such other information
         necessary to enable the Trustee to pay such Additional Amounts to
         Holders on the payment date.

         Notwithstanding the foregoing, no Additional Amounts will be payable to
a Holder, and the Company shall have no obligation to indemnify a Holder, in
respect of any Taxes:

                  (1) that would not have been imposed but for the fact that the
         Holder (or if the Holder is an estate, nominee, trust or partnership,
         any fiduciary, beneficiary, member or partner thereof) is a
         domiciliary, national or resident of, or engaging in business,
         maintaining a permanent establishment or is physically present in, or
         otherwise had any present or former connection with, the Relevant
         Taxing Jurisdiction (other than the mere holding of the Notes or
         enforcement of rights thereunder or the receipt of payments in respect
         thereof);

                  (2) that would not have been imposed but for the failure to
         comply with a request by the Company to satisfy any certification,
         identification or other information reporting requirements concerning
         nationality, residence, identity or connection with a Relevant Taxing
         Jurisdiction that are a precondition to exemption from or refund of
         such Taxes, but only if a written request regarding such certification,
         identification or other information reporting requirements is provided
         by the Company to the Holder reasonably in advance of the date such
         certification, identification or other information reporting
         requirements are required to be satisfied; or

                  (3) that are imposed on a payment and are required to be made
         pursuant to the EU Savings Directive as approved by the 2513th Council
         Meeting on Economic and Financial Affairs on June 3, 2003 and any law
         or regulation implementing or complying with, or introduced to confirm
         with this directive.

Section 4.21 Excess Cash Flow Offer.

         (a) Commencing with the period beginning on the date of this Indenture
and ending July 31, 2004, and for each 12-month period ended July 31 thereafter
until the maturity of the Notes, the Company shall make an offer (an "Excess
Cash Flow Offer") to all Holders of Notes to purchase the maximum principal
amount of Notes that may be purchased using the Excess Cash for such period at a
purchase price equal to 100% of the principal amount of the Notes to be
purchased plus accrued and unpaid interest and Additional Interest, if any, to
the date of purchase (the "Excess Cash Offer Amount").

         (b) Within 30 days following each July 31 of each year where Excess
Cash is available, commencing with July 31, 2004, as the case may be, the
Company will mail a notice to each Holder stating:

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<PAGE>

                  (1) that the Excess Cash Flow Offer is being made pursuant to
         this Section 4.21;

                  (2) the Excess Cash Offer Amount, the purchase price and the
         purchase date, which shall be no earlier than 30 days and no later than
         45 days from the date such notice is mailed (the "Excess Cash Flow
         Payment Date");

                  (3) that any Note not tendered or accepted for payment will
         continue to accrue interest;

                  (4) that, unless the Company defaults in making such payment,
         all Notes accepted for payment pursuant to the Excess Cash Flow Offer
         will cease to accrue interest after the Excess Cash Flow Payment Date;

                  (5) that Holders electing to have any Notes purchased pursuant
         to an Excess Cash Flow Offer will be required to surrender the Notes,
         with the form entitled "Option of Holder to Elect Purchase" on the
         reverse of the Notes completed, or transfer by book-entry transfer to
         the Paying Agent at the address specified in the notice prior to the
         close of business on the third Business Day preceding the Excess Cash
         Flow Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than the close of business on
         the second Business Day preceding the Change of Control Payment Date, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of Notes delivered for
         purchase, and a statement that such Holder is withdrawing his election
         to have the Notes purchased;

                  (7) that, if the aggregate principal amount of Notes
         surrendered by Holders exceeds the Excess Cash Offer Amount, the
         Trustee will select the Notes to be purchased on a pro rata basis based
         on the principal amount of Notes surrendered (with such adjustments as
         may be deemed appropriate by the Trustee so that only Notes in
         denominations of $1,000, or integral multiples thereof, will be
         purchased); and

                  (8) that Holders whose Notes are being purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered, which unpurchased portion must be
         equal to $1,000 in principal amount or an integral multiple thereof.

         (c) Prior to commencing any Excess Cash Flow Offer, the Company shall
deliver to the Trustee an Officers' Certificate setting forth the Company's
calculation of the Excess Cash that is subject of the Excess Cash Flow Offer.

         (d) On the Excess Cash Flow Payment Date, the Company will, to the
extent lawful:

                  (1) accept for payment, on a pro rata basis, to the extent
         necessary, all notes or portions of notes properly tendered pursuant to
         the Excess Cash Flow Offer;

                  (2) deposit with the Paying Agent an amount equal to the
         Excess Cash Offer Amount in respect of all Notes or portions of Notes
         on a pro rata basis, to the extent necessary, properly tendered; and

                  (3) deliver or cause to be delivered to the Trustee the Notes
         properly accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

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<PAGE>

         The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Excess Cash payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each new Note will be in a principal amount
of $1,000 or an integral multiple of $1,000.

         (e) If and for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of the exchange so require, the Company will publish
notices relating to the Excess Cash Flow Offer in a leading newspaper of general
circulation in Luxembourg.

         (f) The Company may use any Excess Cash that remains after consummation
of an Excess Cash Flow Offer ("Eligible Excess Cash") for any purpose not
otherwise prohibited by this Indenture.

         (g) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.21, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.21 by virtue of such conflict.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole, in one or more related transactions, to another
Person. In addition, the Company will not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

         This Section 5.01 will not apply to any sale, assignment, transfer,
conveyance or other disposition of assets between or among the Company and its
Subsidiaries.

Section 5.02 Successor Corporation Substituted.

         Upon any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in a
transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof, the successor corporation to which such sale, assignment,
transfer, lease, conveyance or other disposition is made shall succeed to, and
be substituted for (so that from and after the date of such consolidation,
merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the "Company" shall refer instead to the successor
corporation and not to the Company), and may exercise every right and power of
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes or its obligations under Section 7.07
hereof except in the case of a sale of all of the Company's assets in a
transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

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<PAGE>

Section 6.01 Events of Default.

         Each of the following is an "Event of Default":

                  (1) the Company defaults for 30 days in the payment when due
         of interest on, or Additional Interest with respect to, the Notes;

                  (2) the Company defaults in the payment when due (at maturity,
         upon redemption or otherwise) of the principal of, or premium, if any,
         on the Notes;

                  (3) the Company or any of its Subsidiaries fails to comply
         with the provisions of Section 4.10, 4.15, 4.17, 4.21 or 5.01 hereof;

                  (4) failure by the Company or any of its Subsidiaries for 30
         days after notice to comply with Section 4.07 or 4.09 hereof;

                  (5) the Company fails to observe or perform any other
         covenant, representation, warranty or other agreement in this
         Indenture, the Notes, the Collateral Agreement or the Depositary
         Agreement for 60 days after notice to the Company by the Trustee or the
         Holders of at least 25% in aggregate principal amount of the Notes then
         outstanding voting as a single class;

                  (6) failure by TIW, TIWC or Parent to comply with the MobiFon
         Equity Agreement;

                  (7) a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any of its Subsidiaries (or the payment of which is guaranteed by
         the Company or any of its Subsidiaries), whether such Indebtedness or
         guarantee now exists, or is created after the date of this Indenture,
         if that default:

                           (A) is caused by a failure to pay principal of, or
                  interest or premium, if any, on such Indebtedness prior to the
                  expiration of the grace period provided in such Indebtedness
                  on the date of such default (a "Payment Default"); or

                           (B) results in the acceleration of such Indebtedness
                  prior to its express maturity,

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness under which there has been a Payment Default
                  or the maturity of which has been so accelerated, aggregates
                  $10.0 million or more;

                  (8) a final judgment or final judgments for the payment of
         money are entered by a court or courts of competent jurisdiction
         against the Company or any of its Subsidiaries, which judgment or
         judgments are not paid, discharged or stayed for a period of 60 days;
         provided that the aggregate of all such undischarged judgments exceeds
         $10.0 million;

                  (9) the Company or any of its Significant Subsidiaries or any
         group of Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary pursuant to or within the meaning of Bankruptcy
         Law:

                           (A) commences a voluntary case,

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<PAGE>

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C) consents to the appointment of a custodian of it
                  or for all or substantially all of its property,

                           (D) makes a general assignment for the benefit of its
                  creditors, or

                           (E) generally is not paying its debts as they become
                  due;

                  (10) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company or any of its
                  Significant Subsidiaries or any group of Subsidiaries that,
                  taken as a whole, would constitute a Significant Subsidiary in
                  an involuntary case;

                           (B) appoints a custodian of the Company or any of its
                  Significant Subsidiaries or any group of Subsidiaries that,
                  taken as a whole, would constitute a Significant Subsidiary or
                  for all or substantially all of the property of the Company or
                  any of its Significant Subsidiaries or any group of
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary; or

                           (C) orders the liquidation of the Company or any of
                  its Significant Subsidiaries or any group of Subsidiaries
                  that, taken as a whole, would constitute a Significant
                  Subsidiary;

                  and the order or decree remains unstayed and in effect for 60
                  consecutive days; or

                  (11) the breach by the Company of any material agreement in
         the Collateral Agreement or the Depositary Agreement, the repudiation
         by the Company of any of its obligations under the Collateral Agreement
         or the Depositary Agreement or the unenforceability of the Collateral
         Agreement or the Depositary Agreement against the Company for any
         reason.

Section 6.02 Acceleration.

         In any Event of Default (other than an Event of Default specified in
clause (8) or (9) of Section 6.01 hereof) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately.

         If an Event of Default specified in clause (8) or (9) of Section 6.01
hereof occurs with respect to the Company, any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, all outstanding Notes shall be due and payable
immediately without further action or notice.

         Holders of the Notes may not enforce this Indenture or the Notes except
as provided herein. The Holders of a majority in aggregate principal amount of
the then outstanding Notes by written notice to the Trustee may on behalf of all
of the Holders rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.

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<PAGE>

         If an Event of Default occurs by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to Section 3.07 hereof,
then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable, to the extent permitted by law, anything in
this Indenture or in the Notes to the contrary notwithstanding.

         If an Event of Default occurs prior to July 31, 2007 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding the prohibition on redemption of the Notes prior
to July 31, 2007, then, upon acceleration of the Notes, an additional premium
shall also become and be immediately due and payable in an amount, for each of
the years beginning on July 31 of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of the Notes on the date of
payment that would otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>
YEAR                                                       PERCENTAGE
----                                                       ----------
<S>                                                        <C>
2003.....................................................    12.500%
2004.....................................................    11.937%
2005.....................................................     9.375%
2006.....................................................     7.812%
</TABLE>

Section 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Additional
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase);
provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05 Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction

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<PAGE>

that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve
the Trustee in personal liability.

Section 6.06 Limitation on Suits.

         Except to enforce the right to receive payment of principal, premium or
Additional Interest, if any, or interest when due, no Holder of a Note may
pursue any remedy with respect to this Indenture or the Notes unless:

                  (1) the Holder of a Note gives to the Trustee written notice
         of a continuing Event of Default;

                  (2) the Holders of at least 25% in principal amount of the
         then outstanding Notes make a written request to the Trustee to pursue
         the remedy;

                  (3) such Holder of a Note or Holders of Notes offer and, if
         requested, provide to the Trustee security or indemnity satisfactory to
         the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer and, if requested, the
         provision of security or indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         principal amount of the then outstanding Notes do not give the Trustee
         a direction inconsistent with the request.

         A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder;
provided that a Holder shall not have the right to institute any such suit for
the enforcement of payment if and to the extent that the institution or
prosecution thereof or the entry of judgment therein would, under applicable
law, result in the surrender, impairment, waiver or loss of the Lien of this
Indenture upon any property subject to such Lien.

Section 6.08 Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Additional Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable

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<PAGE>

compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders of the Notes allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Notes), its creditors or
its property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10 Priorities.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium and Additional Interest, if any, and
         interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal,
         premium and Additional Interest, if any and interest, respectively; and

                  Third: to the Company or to such party as a court of competent
         jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

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<PAGE>

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01 Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
will exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

         (b) Except during the continuance of an Event of Default:

                  (1) the duties of the Trustee will be determined solely by the
         express provisions of this Indenture and the Trustee need perform only
         those duties that are specifically set forth in this Indenture and no
         others, and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

                  (2) in the absence of negligence, bad faith or willful
         misconduct on its part, the Trustee may conclusively rely, as to the
         truth of the statements and the correctness of the opinions expressed
         therein, upon certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture. However, the Trustee
         will examine the certificates and opinions to determine whether or not
         they conform to the requirements of this Indenture.

         (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section 7.01;

                  (2) the Trustee will not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (3) the Trustee will not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

         (e) No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

         (f) The Trustee will not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02 Rights of Trustee.

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         (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

         (c) The Trustee may act through its attorneys and agents and will not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

         (f) The Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

         The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Additional Interest, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a

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committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of Notes.

Section 7.06 Reports by Trustee to Holders of Notes.

         (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of Notes a brief report dated
as of such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also will comply
with TIA Section 313(b)(2). The Trustee will also transmit by mail all reports
as required by TIA Section 313(c).

         (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA Section 313(d). The Company will promptly notify the Trustee when the Notes
are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

         (a) The Company will pay to the Trustee from time to time compensation
agreed to with the Trustee for its acceptance of this Indenture and services
hereunder and under the Collateral Agreement and the Depositary Agreement. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services, except any such
expenses, disbursements or advances as may result from the Trustee's negligence,
willful misconduct or bad faith. Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         (b) The Company will indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties as Trustee under this Indenture, the
Collateral Agreement and the Depositary Agreement, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company or
any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder or thereunder, except to
the extent any such loss, liability or expense result from the Trustee's
negligence, willful misconduct or bad faith. The Trustee will notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company will not relieve the Company of its obligations hereunder.
The Company will defend the claim and the Trustee will cooperate in the defense.
The Trustee may have separate counsel and the Company will pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent will not be unreasonably withheld.

         (c) The obligations of the Company under this Section 7.07 will survive
the satisfaction and discharge of this Indenture.

         (d) To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest and any premium or Additional Interest, on particular Notes. Such Lien
will survive the satisfaction and discharge of this Indenture.

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         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         (f) The Trustee will comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

         (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10 hereof;

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any U.S.
         Bankruptcy Law;

                  (3) a custodian or public officer takes charge of the Trustee
         or its property; or

                  (4) the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

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         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

         There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus (together with that of
its parent) of at least $100.0 million as set forth in its most recent published
annual report of condition.

         This Indenture will always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board evidenced by a resolution
set forth in an Officers' Certificate, at any time, elect to have either Section
8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company will, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which will thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all of its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which will survive
until otherwise terminated or discharged hereunder:

                  (1) the rights of Holders of outstanding Notes to receive
         payments in respect of the principal of, or interest or premium and
         Additional Interest, if any, on such Notes when such payments are due
         from the trust referred to in Section 8.04 hereof;

                  (2) the Company's obligations with respect to such Notes under
         Section 2.03, 2.07, 2.10 and 4.02;

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                  (3) the rights, powers, trusts, duties and immunities of the
         Trustee hereunder and the Company's obligations in connection
         therewith; and

                  (4) this Article 8.

         Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company will, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from each of its
obligations under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.21 hereof and
Article 10 with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes will thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and will
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes will be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3) through 6.01(8) and Section 6.11 hereof
will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

                  (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of Notes, cash in United States
         dollars, non-callable Government Securities, or a combination of cash
         in United States dollars and non-callable Government Securities, in
         amounts as will be sufficient, in the opinion of a nationally
         recognized investment bank, appraisal firm or firm of independent
         public accountants, to pay the principal of, premium and Additional
         Interest, if any, and interest on the outstanding Notes on the stated
         maturity date or on the applicable redemption date, as the case may be,
         and the Company must state whether the Notes are being defeased to
         maturity or to a particular redemption date;

                  (2) in the case of an election under Section 8.02 hereof, the
         Company has delivered to the Trustee an Opinion of Counsel confirming
         that:

                           (A) the Company has received from, or there has been
                  published by, the U.S. Internal Revenue Service a ruling; or

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                           (B) since the date of this Indenture, there has been
                  a change in the applicable U.S. federal income tax law,

                  in either case to the effect that, and based thereon such
                  Opinion of Counsel shall confirm that, the Holders of the
                  outstanding Notes will not recognize income, gain or loss for
                  U.S. federal income tax purposes as a result of such Legal
                  Defeasance and will be subject to U.S. federal income tax on
                  the same amounts, in the same manner and at the same times as
                  would have been the case if such Legal Defeasance had not
                  occurred, and the Company shall have delivered to the Trustee
                  an Opinion of Counsel in the Netherlands confirming that the
                  Holders of outstanding Notes will not recognize income, gain
                  or loss for Dutch income tax purposes and will be subject to
                  Dutch income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such Legal
                  Defeasance had not occurred;

                  (3) in the case of an election under Section 8.03 hereof, the
         Company must deliver to the Trustee an Opinion of Counsel confirming
         that the Holders of the outstanding Notes will not recognize income,
         gain or loss for U.S. federal income tax purposes as a result of such
         Covenant Defeasance and will be subject to U.S. federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such Covenant Defeasance had not occurred, and
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the Netherlands confirming that the Holders of outstanding Notes
         will not recognize income, gain or loss for Dutch income tax purposes
         as a result of such Covenant Defeasance and will be subject to Dutch
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Covenant Defeasance had not
         occurred;

                  (4) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the borrowing of funds to be applied to such
         deposit);

                  (5) such Legal Defeasance or Covenant Defeasance will not
         result in a breach or violation of, or constitute a default under, any
         material agreement or instrument (other than this Indenture) to which
         the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (6) the Company must deliver to the Trustee an Officers'
         Certificate stating that the deposit was not made by the Company with
         the intent of preferring the Holders of Notes over the other creditors
         of the Company with the intent of defeating, hindering, delaying or
         defrauding any other creditors of the Company or others; and

                  (7) the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for or relating to the Legal Defeasance or the
         Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as

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Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

         The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium or
Additional Interest, if any, or interest on any Note and remaining unclaimed for
two years (or, if shorter, the applicable escheat period) after such principal,
premium or Additional Interest, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
will be discharged from such trust; and the Holder of such Note will thereafter
be permitted to look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, will thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
will be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium or Additional Interest, if any, or interest on
any Note following the reinstatement of its obligations, the Company will be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

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         Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture, the Notes, the Collateral
Agreement or the Depositary Agreement without the consent of any Holder of a
Note:

                  (1) to cure any ambiguity, defect or inconsistency;

                  (2) to provide for uncertificated Notes in addition to or in
         place of certificated Notes or to alter the provisions of Article 2
         hereof (including the related definitions) in a manner that does not
         materially adversely affect any Holder;

                  (3) to provide for the assumption of the Company's obligations
         to the Holders of Notes by a successor to the Company pursuant to
         Article 5 hereof;

                  (4) to make any change that would provide any additional
         rights or benefits to the Holders of Notes or that does not adversely
         affect the legal rights hereunder of any Holder of a Note, as evidenced
         by an Opinion of Counsel;

                  (5) to comply with requirements of the SEC in order to effect
         or maintain the qualification of this Indenture under the TIA; or

                  (6) to conform the text of this Indenture to or the Notes to
         any provision of the Offering Circular under the caption "Description
         of Notes," to the extent that such provision was intended to be a
         verbatim recitation of a provision of this Indenture or the Notes.

         Upon the request of the Company accompanied by a resolution of its
Board authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee of the documents described in Section 9.06
hereof, the Trustee will join with the Company in the execution of any amended
or supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

         Without limiting the generality of the foregoing, if the TIA as in
effect at the date of the execution and delivery of this Indenture or at any
time thereafter becomes amended and if any such amendment requires one or more
changes to any of the provisions hereof or the inclusion herein of any
additional provisions, or by operation of law is deemed to effect such changes
or incorporate such provisions by reference or otherwise, this Indenture shall
be deemed to have been amended so as to conform to such amendment to the TIA,
and the Company and the Trustee may, without the consent of any Holders, enter
into a supplemental indenture to effect or evidence such changes or additional
provisions.

Section 9.02 With Consent of Holders of Notes.

         Except as provided above in Section 9.01 and below in this Section
9.02, the Company and the Trustee may amend or supplement this Indenture
(including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Notes,
the Collateral Agreement and the Depositary Agreement with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Additional Interest, if any, or interest on the Notes,
except a payment default resulting from an

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<PAGE>

acceleration that has been rescinded) or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes).

         Without the consent of at least 66 2/3% in principal amount of the
Notes then outstanding (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, such
Notes), the Company may not amend, and a waiver will not be effective with
respect to, Section 4.17 hereof. Section 2.08 hereof shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board authorizing the execution of any such amendment or supplement to the
Indenture, the Collateral Agreement or Depositary Agreement and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06 hereof, the Trustee will join with the Company in the
execution of such amendment or supplement unless such amendment or supplement
directly affects the Trustee's own rights, duties or immunities under this
Indenture, the Collateral Agreement or Depositary Agreement or otherwise, in
which case the Trustee may in its discretion, but will not be obligated to,
enter into such amendment or supplement.

         It is not necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it is sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

                  (1) reduce the principal amount of Notes whose Holders must
         consent to an amendment, supplement or waiver;

                  (2) reduce the principal of or change the fixed maturity of
         any Note or alter or waive any of the provisions with respect to the
         redemption of the Notes (except as provided above with respect to
         Sections 3.09, 4.10 and 4.15 hereof);

                  (3) reduce the rate of or change the time for payment of
         interest on any Note;

                  (4) waive a Default or Event of Default in the payment of
         principal of, or premium or Additional Interest, if any, or interest on
         the Notes (except a rescission of acceleration of the Notes by the
         Holders of at least a majority in aggregate principal amount of the
         then outstanding Notes and a waiver of the payment default that
         resulted from such acceleration);

                  (5) make any Note payable in money other than that stated in
         the Notes;

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                  (6) make any change in the provisions of this Indenture
         relating to waivers of past Defaults or the rights of Holders of Notes
         to receive payments of principal of, or interest or premium or
         Additional Interest, if any, on the Notes;

                  (7) waive a redemption payment with respect to any Note (other
         than a payment required by Section 3.09, 4.10 and 4.15 hereof); or

                  (8) make any change in Section 6.04 or 6.07 hereof or in the
         foregoing amendment and waiver provisions.

Section 9.03 Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes will be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

Section 9.04 Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

         Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

         The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until the Board approves it.
In executing any amendment or supplement of this Indenture, the Collateral
Agreement or the Depositary Agreement, the Trustee will be entitled to receive
and (subject to Section 7.01 hereof) will be fully protected in relying upon, in
addition to the documents required by Section 12.04 hereof, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
amendment or supplement is authorized or permitted by this Indenture.

                                  ARTICLE 10.
                             COLLATERAL AND SECURITY

Section 10.01 Collateral Agreement and Depositary Agreement.

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         On the date of this Indenture, the Company shall fund a debt service
reserve account (the "Debt Service Reserve Account") with Eligible Investments
purchased with the net proceeds from the sale of the Notes in an aggregate
amount that, when such Eligible Investments mature, would provide sufficient
monies to pay interest due in respect of the Notes for the next two interest
payment dates (as such may be reduced under the Collateral Agreement, such
aggregate amount, the "Minimum Debt Service Balance"). Thereafter, supplemental
funds from time to time may be deposited by the Company in the Debt Service
Reserve Account in the form of Eligible Investments. Amounts on deposit in the
Debt Service Reserve Account will be available to the Company in the event that
the Company lacks sufficient funds on an interest payment date or the maturity
date to make payments of principal, interest and Additional Interest, if any, on
the Notes.

         Pursuant to a depositary agreement (the "Depositary Agreement"), a
depositary (the "Reserve Account Depositary") will act as agent for the Trustee,
on behalf of the Holders of Notes with respect to the amounts deposited in the
Debt Service Reserve Account.

         The due and punctual payment of the principal of and interest and
Additional Interest, if any, on the Notes when and as the same shall be due and
payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest and Additional Interest (to the extent permitted by law), if any,
on the Notes (the "Secured Obligations"), are secured as provided in the
Collateral Agreement, which the Company has entered into simultaneously with the
execution of this Indenture and which is attached as Exhibit E hereto. Each
Holder of Notes, by its acceptance thereof, consents and agrees to the terms of
the Collateral Agreement and the Depositary Agreement (including, without
limitation, the provisions providing for foreclosure and release of the
Collateral) as the same may be in effect or may be amended from time to time in
accordance with its terms and authorizes and directs the Trustee and the Reserve
Account Depositary to enter into the Collateral Agreement and the Depositary
Agreement, respectively, and to perform each of their obligations and exercise
each of their rights thereunder in accordance therewith. The Company will
deliver to the Trustee copies of all documents delivered to the Reserve Account
Depositary pursuant to the Depositary Agreement, and will do or cause to be done
all such acts and things as may be required by the provisions of the Collateral
Agreement or the Depositary Agreement. The Company will take any and all actions
reasonably required to create and maintain, as security for the Secured
Obligations, a valid and enforceable perfected first priority Lien in and on all
of Collateral, in favor of the Trustee for the benefit of the Holders of Notes,
superior to and prior to the rights of all third Persons and subject to no other
Liens except for Permitted Liens hereunder.

Section 10.02 Recording and Opinions.

         The Company will comply with the provisions of TIA Section314(b),
including, but not limited to, provisions relating to opinions of counsel.

Section 10.03 Release of Collateral.

         (a) Subject to subsections (b) and (c) of this Section 10.03, the
Collateral may be released from the Lien and security interest created by the
Collateral Agreement in accordance with the provisions of the Collateral
Agreement.

         (b) No portion of the Collateral may be released from the Lien and
security interest created by the Collateral Agreement pursuant to the provisions
of the Collateral Agreement unless the certificates and instructions, if any,
required by the Collateral Agreement and Section 10.04 have been delivered to
the Trustee.

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<PAGE>

         (c) At any time when a Default or Event of Default has occurred and is
continuing and the maturity of the Notes has been accelerated (whether by
declaration or otherwise), no release of the Collateral pursuant to the
provisions of the Collateral Agreement will be effective as against the Holders
of Notes.

         (d) The release of the Collateral from the terms of this Indenture and
the Collateral Agreement will not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms of the Collateral Agreement. To the
extent applicable, the Company will cause TIA Section 314(d), relating to the
release of property or securities from the Lien and security interest of the
Collateral Agreement and relating to the substitution therefor of any property
or securities to be subjected to the Lien and security interest of the
Collateral Agreement, to be complied with. Any certificate or opinion required
by TIA Section 314(d) may be made by an Officer of the Company except in cases
where TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person.

Section 10.04 Certificates of the Company.

         The Company will furnish to the Trustee, prior to any proposed release
of the Collateral pursuant to the Collateral Agreement, other than a proposed
release pursuant to Section 4(b) or (c) of the Collateral Agreement:

                  (1) all documents required by TIA Section 314(d); and

                  (2) an Opinion of Counsel, which may be rendered by internal
         counsel to the Company, to the effect that such accompanying documents
         constitute all documents required by TIA Section 314(d).

         The Trustee may, to the extent permitted by Sections 7.01 and 7.02
hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

Section 10.05 Authorization of Action Taken by the Trustee Under the Collateral
Agreement.

         Upon the occurrence of an Event of Default, the Trustee may, in its
sole discretion and without the consent of the Holders of Notes, take all
actions it deems necessary or appropriate in order to:

                  (1) enforce any of the terms of the Collateral Agreement; and

                  (2) collect and receive any and all amounts payable in respect
         of the Secured Obligations of the Company hereunder.

         The Trustee will have power to institute and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral
by any acts that may be unlawful or in violation of the Collateral Agreement or
this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders of Notes
in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders of Notes or of the Trustee).

                                       77

<PAGE>

Section 10.06 Authorization of Receipt of Funds by the Trustee Under the
Collateral Agreement.

         The Trustee is authorized to receive any funds for the benefit of the
Holders of Notes distributed under the Collateral Agreement, and to make further
distributions of such funds to the Holders of Notes according to the provisions
of this Indenture.

Section 10.07 Withdrawal and Investment.

         Neither the Company nor any of its Subsidiaries will have any right of
withdrawal under the Debt Service Reserve Account except in certain limited
circumstances set forth in the Collateral Agreement and the Depositary Agreement
or as provided in this Indenture.

Section 10.08 Termination of Security Interest.

         Upon the earliest to occur of (i) payment in full of all Secured
Obligations of the Company under this Indenture and the Notes and (ii) upon
Legal Defeasance or Covenant Defeasance, the Trustee will release the Liens
pursuant to this Indenture and the Collateral Agreement.

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

                  (1) either:

                           (a) all Notes that have been authenticated, except
         lost, stolen or destroyed Notes that have been replaced or paid and
         Notes for whose payment money has theretofore been deposited in trust
         and thereafter repaid to the Company, have been delivered to the
         Trustee for cancellation; or

                           (b) all Notes that have not been delivered to the
         Trustee for cancellation have become due and payable by reason of the
         making of a notice of redemption or otherwise or will become due and
         payable within one year and the Company has irrevocably deposited or
         caused to be deposited with the Trustee as trust funds in trust solely
         for the benefit of the Holders, cash in U.S. dollars, non-callable
         Government Securities, or a combination of cash in U.S. dollars and
         non-callable Government Securities, in amounts as will be sufficient,
         to pay and discharge the entire indebtedness on the Notes not delivered
         to the Trustee for cancellation for principal, premium and Additional
         Interest, if any, and accrued interest to the date of maturity or
         redemption;

                  (2) no Default or Event of Default has occurred and is
         continuing on the date of the deposit or will occur as a result of the
         deposit and the deposit will not result in a breach or violation of, or
         constitute a default under, any other instrument to which the Company
         is a party or by which the Company is bound;

                  (3) the Company has paid or caused to be paid all sums payable
         by it under this Indenture; and

                                       78

<PAGE>

                  (4) the Company has delivered irrevocable instructions to the
         Trustee under this Indenture to apply the deposited money toward the
         payment of the Notes at maturity or the redemption date, as the case
         may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 11.02 and Section 8.06 will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01; provided
that if the Company has made any payment of principal of, premium, if any, or
interest on any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section318(c), the imposed duties will control.

Section 12.02 Notices.

         Any notice or communication by the Company or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

         If to the Company:

         MobiFon Holdings B.V.
         c/o ClearWave N.V.
         World Trade Center
         Strawinskylaan 707

                                       79

<PAGE>

         1077 XX Amsterdam
         The Netherlands
         Telecopier No.: +31 20-30-50-989
         Attention: Managing Director

         With a copy to:

         Pillsbury Winthrop LLP
         One Battery Park Plaza
         New York, New York 10004
         USA
         Telecopier No.: (212) 858-1500
         Attention: David P. Falck, Esq.

         If to the Trustee:

         The Bank of Nova Scotia Trust Company of New York
         One Liberty Plaza
         23rd Floor
         New York, New York 10006
         USA
         Telecopier No.: (212) 225-5436
         Attention: John Neylan

         If to the Luxembourg Stock Exchange or the listing agent and Luxembourg
paying agent:

         Dexia Banque Internationale a Luxembourg S.A.
         69 route d'Esch
         L-2953 Luxembourg

         The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

         All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery; provided that
notices and communications shall not be deemed to have been given to the Trustee
until actual receipt thereof by the Trustee.

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

         So long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of the exchange so require, the Company will publish notices to the
Holders of Notes in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburger Wort) or, if such publication is not
practicable, in another leading daily newspaper with general circulation in
Europe. Any such publication notice will be deemed to have been given on the
first date on which publication is made.

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<PAGE>

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

         For so long as the Notes are listed on the Luxembourg Stock Exchange,
the Company will provide a copy of all notices to the Luxembourg Stock Exchange.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 12.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied;
         and

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 12.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

                  (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such Person, he or she
         has made such examination or investigation as is necessary to enable
         him or her to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been complied with; provided,
         however, that with respect to matters of fact, an Opinion of Counsel
         may rely on an Officers' Certificate or certificates of public
         officials.

Section 12.06 Rules by Trustee and Agents.

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<PAGE>

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

         No past, present or future director, officer, employee, incorporator,
stockholder or agent of the Company, as such, will have any liability for any
obligations of the Company under the Notes, this Indenture, any supplemental
indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 12.08 Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE COMPANY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT ARISING UNDER THIS
INDENTURE OR THE NOTES AND IN ANY SUIT RELATING TO THE NOTES BROUGHT UNDER THE
UNITED STATES FEDERAL SECURITIES LAWS OR STATE SECURITIES LAWS.

Section 12.09 No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors.

Section 12.11 Severability.

         In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 12.12 Counterpart Originals.

         The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.

Section 12.13 Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no
way modify or restrict any of the terms or provisions hereof.

                                       82

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                         [Signatures on following pages]

                                       83

<PAGE>

                                   SIGNATURES

Dated as of June 27, 2003

                                                     MobiFon Holdings B.V.

                                                     By: _______________________
                                                         Name:
                                                         Title:

                                       84

<PAGE>

                                   SIGNATURES

Dated as of June 27, 2003

                              The Bank of Nova Scotia Trust Company of New York

                              By: ______________________________________________
                                  Name:
                                  Title:

                                       85

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

                                                         CUSIP/CINS ____________

               12.50% [Series A] [Series B] Senior Notes due 2010

No. ___                                                            $____________

                              MobiFon Holdings B.V.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on July 31, 2010.

Interest Payment Dates: January 31 and July 31

Record Dates: January 15 and July 15

Dated: June 27, 2003

<PAGE>

                                             MobiFon Holdings B.V.

                                             By: _______________________________
                                                 Name:
                                                 Title:

This is one of the Notes referred to
in the within-mentioned Indenture, which was authenticated on _____________:

The Bank of Nova Scotia Trust Company of New York,
as Trustee

By: __________________________________
          Authorized Signatory

                                      A-2

<PAGE>

                                 [Back of Note]
                      12.50% Series A Senior Notes due 2010

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the OID Legend, if applicable pursuant to the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                  (1) INTEREST. MobiFon Holdings B.V., a private company with
         limited liability (besloten venootschap met beperkte aansprakelijkheid)
         under the laws of the Netherlands (the "Company"), promises to pay
         interest on the principal amount of this Note at 12.50% per annum from
         June 27, 2003 until maturity and shall pay the Additional Interest, if
         any, payable pursuant to Section 2 of the Registration Rights Agreement
         referred to below. The Company will pay interest and Additional
         Interest, if any, semi-annually in arrears on January 31 and July 31 of
         each year, or if any such day is not a Business Day, on the next
         succeeding Business Day (each, an "Interest Payment Date"). Interest on
         the Notes will accrue from the most recent date to which interest has
         been paid or, if no interest has been paid, from the date of issuance;
         provided that if there is no existing Default in the payment of
         interest, and if this Note is authenticated between a record date
         referred to on the face hereof and the next succeeding Interest Payment
         Date, interest shall accrue from such next succeeding Interest Payment
         Date; provided, further, that the first Interest Payment Date shall be
         January 31, 2004. The Company will pay interest on overdue principal
         and premium, if any, from time to time on demand at a rate per annum
         specified on the Note on overdue installments of interest and
         Additional Interest, if any, (without regard to any applicable grace
         periods) from time to time on demand to the extent lawful. Interest
         will be computed on the basis of a 360-day year of twelve 30-day
         months.

                  (2) METHOD OF PAYMENT. The Company will pay interest on the
         Notes (except defaulted interest) and Additional Interest, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the January 15 or July 15 next preceding the Interest
         Payment Date, even if such Notes are canceled after such record date
         and on or before such Interest Payment Date, except as provided in
         Section 2.12 of the Indenture with respect to defaulted interest. The
         Notes will be payable as to principal, premium and Additional Interest,
         if any, and interest at the office or agency of the Company maintained
         for such purpose within or without the City and State of New York, or,
         at the option of the Company, payment of interest and Additional
         Interest, if any, may be made by check mailed to the Holders at their
         addresses set forth in the register of Holders; provided that payment
         by wire transfer of immediately available funds will be required with
         respect to principal of and interest, premium and Additional Interest,
         if any, on, all Global Notes and all other Notes the Holders of which
         will have provided wire transfer instructions to the Company or the
         Paying Agent. Such payment will be in such coin or currency of the
         United States of America as at the time of payment is legal tender for
         payment of public and private debts.

                  (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of Nova
         Scotia Trust Company of New York, the Trustee under the Indenture, will
         act as Paying Agent and Registrar and Dexia Banque Internationale a
         Luxembourg S.A. will act as an additional paying agent for so long as
         the Notes are listed on the Luxembourg Stock Exchange. The Company may
         change any Paying

                                      A-3

<PAGE>

         Agent or Registrar without notice to any Holder. The Company or any of
         its Subsidiaries may act in any such capacity.

                  (4) INDENTURE AND COLLATERAL AGREEMENT. The Company issued the
         Notes under an Indenture dated as of June 27, 2003 (the "Indenture")
         between the Company and the Trustee. The terms of the Notes include
         those stated in the Indenture and those made part of the Indenture by
         reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
         Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
         Holders are referred to the Indenture and such Act for a statement of
         such terms. To the extent any provision of this Note conflicts with the
         express provisions of the Indenture, the provisions of the Indenture
         shall govern and be controlling. The Notes are obligations of the
         Company limited to $225.0 million in aggregate principal amount. The
         Notes are secured by a pledge of a debt service reserve account
         pursuant to the Collateral Agreement and the Depositary Agreement
         referred to in the Indenture.

                  (5) OPTIONAL REDEMPTION.

                           (a) At any time prior to July 31, 2006, the Company
         may on any one or more occasions redeem up to 35% of the aggregate
         principal amount of the Notes at a redemption price of 112.50% of the
         principal amount, plus accrued and unpaid interest and Additional
         Interest, if any, to the redemption date, with the net cash proceeds of
         (1) one or more Equity Offerings by the Company or (2) a contribution
         to the Company' common equity capital or a loan to the Company that is
         permitted under Section 4.09(b)(4) of the Indenture, in either case
         made with the net cash proceeds of a concurrent Equity Offering of
         common stock of a Person of which the Company is a Subsidiary; provided
         that:

                                    (i)      at least 65% of the aggregate
                           principal amount of Notes issued under this Indenture
                           remains outstanding immediately after the occurrence
                           of such redemption (excluding Notes held by the
                           Company and its Subsidiaries); and

                                    (ii)     the redemption must occur within 45
                           days of the date of the closing of such Equity
                           Offering.

                           (b) Except pursuant to the preceding subparagraph (a)
         and pursuant to subparagraph (d) of this paragraph 5, the Notes are not
         redeemable at the Company's option prior to July 31, 2007.

                           (c) On and after July 31, 2007, at any time and from
         time to time, the Company may redeem all or a part of the Notes upon
         not less than 30 nor more than 60 days' notice, at the redemption
         prices (expressed as percentages of principal amount) set forth below
         plus accrued and unpaid interest and Additional Interest, if any, on
         the Notes redeemed, to the applicable redemption date, if redeemed
         during the twelve-month period beginning on July 31 of the years
         indicated below, subject to the rights of Holders on the relevant
         record date to receive interest on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                                       Percentage
----                                                       ----------
<S>                                                         <C>
2007....................................................... 106.250%
2008....................................................... 103.125%
2009 and thereafter........................................ 100.000%
</TABLE>

                                      A-4

<PAGE>

                           (d) In the event (1) the Company becomes, or would
         become, on the next date on which any amount would be payable under or
         with respect to the Notes, obligated to pay any Additional Amounts as a
         result of a change in the national or international laws or regulations
         of any Relevant Taxing Jurisdiction, or a change in any official
         position regarding the application or interpretation thereof (including
         the decision of any court, governmental agency or tribunal), which is
         publicly announced or becomes effective on or after the date of the
         Offering Circular, and if the Company cannot avoid such obligation by
         taking reasonable measures available to it, or (2) as a result of a
         change in (i) the national or international laws or regulations of any
         Relevant Taxing Jurisdiction or any Romanian federal, provincial,
         territorial or other Romanian government or any authority or agency of
         or in Romania having the power to tax or (ii) an income tax treaty
         between Romania and any Relevant Taxing Jurisdiction or, in the case of
         either (i) or (ii) above, a change in any official position regarding
         the application or interpretation thereof (including the decision of
         any court, governmental agency or tribunal), which is publicly
         announced or becomes effective on or after the date of the Offering
         Circular, MobiFon becomes obligated to make withholding Tax payments or
         deductions for or on account of any Taxes on any dividends, stock
         repurchases or other similar distributions payable to the Company, the
         Notes may be redeemed at the option of the Company. Upon the occurrence
         of any such change, the Company may, at any time, redeem all, but not
         part, of the Notes at a price equal to 100% of the principal amount
         thereof, plus accrued and unpaid interest and Additional Interest, if
         any, to the redemption date. Prior to any such redemption pursuant to
         the foregoing, the Company will deliver to the Trustee an opinion of an
         independent tax counsel to the effect that a change referred to above
         exists. The Trustee will accept such opinion as sufficient existence of
         the satisfaction of the conditions precedent described above, in which
         event it will become conclusive and binding on the Holders of Notes

                  (6) MANDATORY REDEMPTION. The Company will not be required to
         make mandatory redemption or sinking fund payments with respect to the
         Notes.

                  (7) PAYMENT OF ADDITIONAL AMOUNTS. All payments made by or on
         behalf of the Company on or with respect to the Notes will be made
         without withholding or deduction for any Taxes imposed by any Relevant
         Taxing Jurisdiction, unless required by law or the interpretation or
         administration thereof by the Relevant Taxing Jurisdiction. If the
         Company or any other payor is required to withhold or deduct any amount
         on account of Taxes imposed by any Relevant Taxing Jurisdiction from
         any payment made with respect to the Notes, the Company will: (1) make
         such withholding or deduction; (2) remit the full amount deducted or
         withheld to the relevant government authority in accordance with
         applicable law; (3) pay such additional amounts ("Additional Amounts")
         as may be necessary so that the net amount received by each Holder
         (including Additional Amounts) after such withholding or deduction will
         not be less than the amount the Holder would have received if such
         Taxes had not been withheld or deducted, subject to certain exceptions
         as set forth in Section 4.20 of the Indenture; (4) furnish to the
         Trustee, within 30 days after the date the payment of any Taxes is due
         certified copies of tax receipts evidencing such payment by the
         Company; (5) indemnify and hold harmless each Holder for the amount of
         (a) any Taxes levied or imposed upon and paid to a Relevant Taxing
         Jurisdiction by such Holder by reason of the failure of the Company to
         withhold or deduct such Taxes as required by applicable law and (b) any
         Taxes imposed with respect to any reimbursement under (a) so that the
         net amount received by such Holder after such reimbursement will not be
         less than the amount the Holder would have received if such Taxes had
         not been imposed on the reimbursement amount, but excluding any such
         Taxes that are in the nature of taxes on net income or profits, taxes
         on capital, franchise taxes, net worth taxes and similar taxes;
         provided that the Holder provides reasonable documentation of any such
         Taxes; and (6) at least 30 days prior to each date on which any
         Additional Amounts are payable deliver

                                      A-5

<PAGE>

         to the Trustee an Officer's Certificate stating the amounts so payable
         and such other information necessary to enable the Trustee to pay such
         Additional Amounts to Holders on the payment date.

                  (8) REPURCHASE AT OPTION OF HOLDER.

                           (a) If there is a Change of Control, the Company will
         make an offer (a "Change of Control Offer") to each Holder to
         repurchase all or any part (equal to $1,000 or an integral multiple of
         $1,000) of each Holder's Notes at a purchase price equal to 101% of the
         aggregate principal amount thereof plus accrued and unpaid interest and
         Additional Interest on the Notes repurchased, if any, to the date of
         purchase (the "Change of Control Payment"). Within 30 days following
         any Change of Control, the Company will mail a notice to each Holder
         describing the transaction or transactions that constitute the Change
         of Control and setting forth the procedures governing the Change of
         Control Offer as required by the Indenture.

                           (b) If the Company consummates one or more Sales of
         MobiFon Equity, when the aggregate amount of Net Proceeds received from
         any such Sale of MobiFon Equity exceeds $3.5 million, the Company will
         make an Asset Sale Offer to all Holders of Notes and all holders of
         other Indebtedness that is pari passu with the Notes containing
         provisions similar to those set forth in the Indenture with respect to
         offers to purchase or redeem with the proceeds of sales of assets in
         accordance with Section 3.09 of the Indenture to purchase the maximum
         principal amount of Notes and such other pari passu Indebtedness that
         may be purchased out of the MobiFon Proceeds. The offer price in such
         Asset Sale Offer will be equal to 100% of principal amount plus accrued
         and unpaid interest and Additional Interest, if any, to the date of
         purchase, and will be payable in cash. If any MobiFon Proceeds remain
         after consummation of an Asset Sale Offer, the Company and its
         Subsidiaries may use such amounts for any purpose not otherwise
         prohibited by the Indenture. If the aggregate principal amount of Notes
         and other pari passu Indebtedness tendered into such Asset Sale Offer
         exceeds the amount of MobiFon Proceeds, the Trustee shall select the
         Notes and such other pari passu Indebtedness to be purchased on a pro
         rata basis. Upon completion of any such Asset Sale Offer, the amount of
         MobiFon Proceeds shall be reset at zero. Holders of Notes that are the
         subject of an offer to purchase will receive an Asset Sale Offer from
         the Company prior to any related purchase date and may elect to have
         such Notes purchased by completing the form entitled "Option of Holder
         to Elect Purchase" on the reverse of the Notes.

                           (c) If MobiFon or a Subsidiary consummates any Asset
         Sales (other than a Sale of MobiFon Equity), when the aggregate amount
         of Excess Proceeds exceeds $10.0 million, the Company will make an
         Asset Sale Offer to all Holders of Notes and all holders of other
         Indebtedness that is pari passu with the Notes containing provisions
         similar to those set forth in the Indenture with respect to offers to
         purchase or redeem with the proceeds of sales of assets in accordance
         with Section 3.09 of the Indenture to purchase the maximum principal
         amount of Notes and such other pari passu Indebtedness that may be
         purchased out of the Excess Proceeds. The offer price in such Asset
         Sale Offer will be equal to 100% of principal amount plus accrued and
         unpaid interest and Additional Interest, if any, to the date of
         purchase, and will be payable in cash. If any Excess Proceeds remain
         after consummation of an Asset Sale Offer, the Company and its
         Subsidiaries may use such Excess Proceeds for any purpose not otherwise
         prohibited by the Indenture. If the aggregate principal amount of Notes
         and other pari passu Indebtedness tendered into such Asset Sale Offer
         exceeds the amount of Excess Proceeds, the Trustee shall select the
         Notes and such other pari passu Indebtedness to be purchased on a pro
         rata basis. Upon completion of each Asset Sale Offer, the amount of
         Excess Proceeds shall be reset at zero. Holders of Notes that are the
         subject of an offer to purchase will receive an Asset Sale Offer from

                                      A-6

<PAGE>

         the Company prior to any related purchase date and may elect to have
         such Notes purchased by completing the form entitled "Option of Holder
         to Elect Purchase" on the reverse of the Notes.

                           (d) Commencing with the period beginning on the date
         of the Indenture and ending July 31, 2004, and for each 12-month period
         ended July 31 thereafter until the maturity of the Notes, the Company
         will make an Excess Cash Flow Offer to all Holders of Notes to purchase
         the maximum principal amount of Notes that may be purchased using the
         Excess Cash. The offer price in such Excess Cash Offer will be equal to
         100% of principal amount plus accrued and unpaid interest and
         Additional Interest, if any, to the date of purchase, and will be
         payable in cash. Within 30 days following each July 31, the Company
         will mail a notice to each Holder setting forth the procedures
         governing the Excess Cash Flow Offer as required by the Indenture. If
         any Excess Cash remains after consummation of an Excess Cash Flow
         Offer, the Company may use such Excess Cash for any purpose not
         otherwise prohibited by the Indenture. If the aggregate principal
         amount of Notes tendered into such Excess Cash Flow Offer exceeds the
         amount of Excess Cash, the Trustee shall select the Notes to be
         purchased on a pro rata basis. Holders of Notes that are the subject of
         an offer to purchase will receive an Excess Cash Flow Offer from the
         Company prior to any related purchase date and may elect to have such
         Notes purchased by completing the form entitled "Option of Holder to
         Elect to Purchase" on the reverse of the Notes.

                  (9) NOTICE OF REDEMPTION. Notice of redemption will be mailed
         at least 30 days but not more than 60 days before the redemption date
         to each Holder whose Notes are to be redeemed at its registered
         address. No Notes of $1,000 or less will be redeemed in part; except
         that if all of the Notes of a Holder are to be redeemed, the entire
         outstanding amount of Notes held by such Holder, even if less than
         $1,000, shall be redeemed. On and after the redemption date interest
         ceases to accrue on Notes or portions thereof called for redemption.

                  (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $1,000 and integral
         multiples of $1,000. The transfer of Notes may be registered and Notes
         may be exchanged as provided in the Indenture. The Registrar and the
         Trustee may require a Holder, among other things, to furnish
         appropriate endorsements and transfer documents and the Company may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Company need not exchange or register the
         transfer of any Note or portion of a Note selected for redemption,
         except for the unredeemed portion of any Note being redeemed in part.
         Also, the Company need not exchange or register the transfer of any
         Notes for a period of 15 days before a selection of Notes to be
         redeemed or during the period between a record date and the
         corresponding Interest Payment Date.

                  (11) PERSONS DEEMED OWNERS. The registered Holder of a Note
         may be treated as its owner for all purposes.

                  (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture or the Notes may be amended or supplemented
         with the consent of the Holders of at least a majority in principal
         amount of the then outstanding Notes voting as a single class, and any
         existing default or compliance with any provision of the Indenture or
         the Notes may be waived with the consent of the Holders of a majority
         in principal amount of the then outstanding Notes voting as a single
         class. Without the consent of any Holder of a Note, the Indenture or
         the Notes may be amended or supplemented to cure any ambiguity, defect
         or inconsistency, to provide for uncertificated Notes in addition to or
         in place of certificated Notes, to provide for the assumption of the
         Company's obligations to Holders of the Notes in case of a merger or
         consolidation, to make any change that would provide any additional
         rights or benefits to the

                                      A-7

<PAGE>

         Holders of Notes or that does not adversely affect the legal rights
         under the Indenture of any such Holder, to comply with the requirements
         of the SEC in order to effect or maintain the qualification of the
         Indenture under the Trust Indenture Act, or to conform the Indenture or
         the Notes to any provision of the Offering Circular under the caption
         "Description of Notes."

                  (13) DEFAULTS AND REMEDIES. Events of Default include: (1)
         default for 30 days in the payment when due of interest on, or
         Additional Interest with respect to, the Notes; (2) default in the
         payment when due (at maturity, upon redemption or otherwise) of the
         principal of, or premium, if any, on the Notes; (3) failure by the
         Company or any of its Subsidiaries to comply with of Section 4.10,
         4.15, 4.17, 4.21 or 5.01 of the Indenture; (4) failure by the Company
         or any of its Subsidiaries for 30 days after notice to comply with
         Section 4.07 or 4.09 of the Indenture; (5) the Company fails to observe
         or perform any other covenant, representation, warranty or other
         agreement in this Indenture, the Notes, the Collateral Agreement or the
         Depositary Agreement for 60 days after notice to the Company by the
         Trustee or the Holders of at least 25% in aggregate principal amount of
         the Notes then outstanding voting as a single class; (6) failure by
         TIW, TIWC or Parent to comply with the MobiFon Equity Agreement; (7) a
         default occurs under any mortgage, indenture or instrument under which
         there may be issued or by which there may be secured or evidenced any
         Indebtedness for money borrowed by the Company or any of its
         Subsidiaries (or the payment of which is guaranteed by the Company or
         any of its Subsidiaries), whether such Indebtedness or guarantee now
         exists, or is created after the date of this Indenture, if that
         default: (i) is caused by a failure to pay principal of, or interest or
         premium, if any, on such Indebtedness prior to the expiration of the
         grace period provided in such Indebtedness (a "Payment Default"); or
         (ii) results in the acceleration of such Indebtedness prior to its
         express maturity, and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or the
         maturity of which has been so accelerated, aggregates $10.0 million or
         more; (8) failure by the Company or any of its Subsidiaries to pay
         final judgments aggregating in excess of $10.0 million, which judgments
         are not paid, discharged or stayed for a period of 60 days; (9) breach
         by the Company of any material agreement in the Collateral Agreement or
         Depositary Agreement, the repudiation by the Company of any of its
         obligations under the Collateral Agreement or Depositary Agreement or
         the unenforceability of the Collateral Agreement or Depositary
         Agreement against the Company for any reason; and (10) certain events
         of bankruptcy or insolvency described in the Indenture with respect to
         the Company or any of its Subsidiaries that is a Significant Subsidiary
         or any group of Subsidiaries that, taken together, would constitute a
         Significant Subsidiary. If any Event of Default (except relating to
         certain events of bankruptcy and insolvency) occurs and is continuing,
         the Trustee or the Holders of at least 25% in principal amount of the
         then outstanding Notes may declare all the Notes to be due and payable.
         Notwithstanding the foregoing, in the case of an Event of Default
         arising from certain events of bankruptcy or insolvency, all
         outstanding Notes will become due and payable without further action or
         notice. Holders may not enforce the Indenture or the Notes except as
         provided in the Indenture. Subject to certain limitations, Holders of a
         majority in principal amount of the then outstanding Notes may direct
         the Trustee in its exercise of any trust or power. The Trustee may
         withhold from Holders of the Notes notice of any continuing Default or
         Event of Default (except a Default or Event of Default relating to the
         payment of principal or interest) if it determines that withholding
         notice is in their interest. The Holders of a majority in aggregate
         principal amount of the Notes then outstanding by notice to the Trustee
         may on behalf of the Holders of all of the Notes waive any existing
         Default or Event of Default and its consequences under the Indenture
         except a continuing Default or Event of Default in the payment of
         interest on, or the principal of, the Notes. The Company is required to
         deliver to the Trustee annually a statement regarding compliance with
         the Indenture, and the Company is required upon becoming aware of any

                                      A-8

<PAGE>

         Default or Event of Default, to deliver to the Trustee a statement
         specifying such Default or Event of Default.

                  (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
         individual or any other capacity, may make loans to, accept deposits
         from, and perform services for the Company or its Affiliates, and may
         otherwise deal with the Company or its Affiliates, as if it were not
         the Trustee.

                  (15) NO RECOURSE AGAINST OTHERS. No past, present or future
         director, officer, employee, incorporator, stockholder or agent of the
         Company, as such, will have any liability for any obligations of the
         Company under the Notes, the Indenture, any supplemental indenture or
         for any claim based on, in respect of, or by reason of, such
         obligations or their creation. Each Holder by accepting a Note waives
         and releases all such liability. The waiver and release are part of the
         consideration for the issuance of the Notes.

                  (16) AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

                  (17) ABBREVIATIONS. Customary abbreviations may be used in the
         name of a Holder or an assignee, such as: TEN COM (= tenants in
         common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
         with right of survivorship and not as tenants in common), CUST (=
         Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                  (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
         AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
         Holders of Notes under the Indenture, Holders of Restricted Global
         Notes and Restricted Definitive Notes will have all the rights set
         forth in the Exchange and Registration Rights Agreement dated as of
         June 27, 2003, among the Company and the other parties named on the
         signature pages thereof (the "Registration Rights Agreement").

                  (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Notes and the
         Trustee may use CUSIP numbers in notices of redemption as a convenience
         to Holders. No representation is made as to the accuracy of such
         numbers either as printed on the Notes or as contained in any notice of
         redemption and reliance may be placed only on the other identification
         numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

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

                                      A-9

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                  Your Signature: ______________________________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _________________________

*        Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10, 4.15 or 4.21 of the Indenture, check the appropriate
box below:

         -Section 4.10             -Section 4.15                -Section 4.21

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10, Section 4.15 or Section 4.21 of the Indenture,
state the amount you elect to have purchased:

                                $_______________

Date: _______________

                Your Signature:_________________________________________________
                    (Sign exactly as your name appears on the face of this Note)

                Tax Identification No.: ________________________________________

Signature Guarantee*: _________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount of       Signature of
                      Amount of decrease in   Amount of increase in      this Global Note     authorized officer
                      Principal Amount of      Principal Amount of        following such        of Trustee or
Date of Exchange        this Global Note        this Global Note      decrease (or increase)      Custodian
----------------      ---------------------   ---------------------   ----------------------  ------------------
<S>                   <C>                     <C>                     <C>                     <C>
</TABLE>

* This schedule should be included only if the Note is issued in global form.

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

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

[Registrar address block]

         Re: 12.50% Senior Notes due 2010

         Reference is hereby made to the Indenture, dated as of June 27, 2003
(the "Indenture"), between MobiFon Holdings B.V., as issuer (the "Company"), and
The Bank of Nova Scotia Trust Company of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(a) or Rule
904(a) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the

                                      B-1

<PAGE>

terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

                  (a)      [ ] such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      [ ] such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)      [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)      [ ] such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) an Opinion of Counsel provided by the
         Transferor or the Transferee (a copy of which the Transferor has
         attached to this certification), to the effect that such Transfer is in
         compliance with the Securities Act. Upon consummation of the proposed
         transfer in accordance with the terms of the Indenture, the transferred
         beneficial interest or Definitive Note will be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Definitive Notes and in the Indenture and the Securities
         Act.

         4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private

                                      B-2

<PAGE>

Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

         (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                         _______________________________________
                                                [Insert Name of Transferor]

                                         By: ___________________________________
                                             Name:
                                             Title:

         Dated: _______________________

                                      B-3

<PAGE>

                            ANNEX A TO CERTIFICATE OF TRANSFER

         1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                                    (a)      [ ] a beneficial interest in the:

                           (i)      [ ] 144A Global Note (CUSIP _________), or

                           (ii)     [ ] Regulation S Global Note (CUSIP
                                    _________); or

                       (b) [ ] a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                       (a) [ ]  a beneficial interest in the:

                           (i)      [ ] 144A Global Note (CUSIP _________), or

                           (ii)     [ ] Regulation S Global Note (CUSIP
                                    _________), or

                           (iii)    [ ] Unrestricted Global Note (CUSIP
                                    _________); or

                        (b) [ ]  a Restricted Definitive Note; or

                        (c) [ ]  an Unrestricted Definitive Note,

                        in accordance with the terms of the Indenture.

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

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

[Registrar address block]

         Re: 12.50% Senior Notes due 2010

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of June 27, 2003
(the "Indenture"), between MobiFon Holdings B.V., as issuer (the "Company") and
The Bank of Nova Scotia Trust Company of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in

                                      C-1

<PAGE>

accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

         (d) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

         (a) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                          ______________________________________
                                                [Insert Name of Transferor]

                                          By: __________________________________
                                              Name:
                                              Title:

Dated: ______________________

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

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

[Registrar address block]

         Re: 12.50% Senior Notes due 2010

         Reference is hereby made to the Indenture, dated as of June 27, 2003
(the "Indenture"), between MobiFon Holdings B.V., as issuer (the "Company"), and
The Bank of Nova Scotia Trust Company of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a)  [ ]          a beneficial interest in a Global Note, or

         (b)  [ ]          a Definitive Note,

         we confirm that:

         1.       We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                                      D-1

<PAGE>

         3.       We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

         5.       We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                       _________________________________________
                                         [Insert Name of Accredited Investor]

                                       By: _____________________________________
                                           Name:
                                           Title:

Dated: _______________________

                                      D-2

<PAGE>

                                                                       EXHIBIT E

                          FORM OF COLLATERAL AGREEMENT

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                             FORM OF NOTE GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and the applicable
supplemental indenture signed by such Guarantor pursuant to Section 4.18 of the
Indenture (each, a "Supplemental Indenture") and subject to the provisions in
the Indenture, as amended or supplemented from time to time, dated as of June
27, 2003 (the "Indenture") among MobiFon Holdings B.V., (the "Company") and The
Bank of Nova Scotia Trust Company of New York, as trustee (the "Trustee"), (a)
the due and punctual payment of the principal of, premium and Additional
Interest, if any, and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue principal of and interest on the Notes,
if any, if lawful, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and the applicable Supplemental Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee, the
applicable Supplemental Indenture and the Indenture are expressly set forth in
the applicable Supplemental Indenture and reference is hereby made to the
applicable Supplemental Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated
and subject in right of payment upon any defeasance of this Note in accordance
with the provisions of the Indenture and the applicable Supplemental Indenture.

                                                  [NAME OF GUARANTOR(S)]

                                                  By: __________________________
                                                  Name:
                                                  Title:

                                       F-1