----

**Exhibit 2.4**

EXECUTION COPY 

OSKAR MOBIL A.S. **Issuer**
OSKAR HOLDINGS N.V. OSKAR FINANCE B.V. **Guarantors**

7.50% First Priority Senior Secured Notes due2011 

__________ 

INDENTURE Dated as of October 13, 2004 

__________ 

JPMORGAN CHASE BANK as Trustee, Transfer Agent and Paying Agent 

 

J.P. MORGAN BANK LUXEMBOURG S.A. as Registrar and Luxembourg Transfer Agent 

 

DEXIA BANQUE INTERNATIONALE À LUXEMBOURG,société anonyme as Luxembourg Paying Agent 

 

J.P. MORGAN EUROPE LIMITED as Joint Security Agent

TABLE OF CONTENTS  Page   ARTICLE 1   Definitions and Incorporation by    Reference   SECTION 1.01.Definitions1SECTION 1.02.Other Definitions34SECTION 1.03.Rules of Construction35   ARTICLE 2    The Securities SECTION 2.01.Form and Dating35SECTION 2.02.Execution and    Authentication36SECTION 2.03.Registrar, Paying    Agent and Transfer Agent36SECTION 2.04.Paying Agent to Hold    Money in Trust37SECTION 2.05.Holder Lists38SECTION 2.06.Transfer and Exchange38SECTION 2.07.Replacement Securities38SECTION 2.08.Outstanding Securities39SECTION 2.09.Temporary Securities39SECTION 2.10.Cancellation40SECTION 2.11.Defaulted Interest40SECTION 2.12.Common Codes and ISIN    Numbers40   ARTICLE 3    Redemption SECTION 3.01.Notices to Trustee40SECTION 3.02.Selection of    Securities To Be Redeemed41SECTION 3.03.Notice of Redemption41SECTION 3.04.Effect of Notice of    Redemption42SECTION 3.05.Deposit of Redemption    Price43SECTION 3.06.Securities Redeemed in    Part43
     Page   ARTICLE 4    Covenants SECTION 4.01.Payment of Securities43SECTION 4.02.Limitation on    Indebtedness43SECTION 4.03.Limitation on    Restricted Payments48SECTION 4.04.Limitation on Liens51SECTION 4.05.Limitation on Sales of    Assets and Subsidiary Stock51SECTION 4.06.Change of Control56SECTION 4.07.Limitation on    Restrictions on Distributions from Restricted  Subsidiaries58SECTION 4.08.Limitation on    Affiliate Transactions61SECTION 4.09.Limitation    on the Sale or Issuance of Capital Stock of Restricted Subsidiaries63SECTION 4.10.Future Guarantors63SECTION 4.11.Limitation on    Sale/Leaseback Transactions64SECTION 4.12.Impairment of Security    Interest65SECTION 4.13.Limitation on Line of    Business65SECTION 4.14.Reports66SECTION 4.15.Additional Amounts67SECTION 4.16.Additional    Intercreditor Agreements70SECTION 4.17.Listing71SECTION 4.18.Compliance Certificate71SECTION 4.19.Further Instruments    and Acts71   ARTICLE 5    Merger and    Consolidation SECTION 5.01.When the    Issuer or any Guarantor May Merge, Consolidate or Sell Property72   ARTICLE 6    Defaults and Remedies SECTION 6.01.Events of Default74SECTION 6.02.Acceleration77SECTION 6.03.Other Remedies77SECTION 6.04.Waiver of Past    Defaults77SECTION 6.05.Control by Majority78SECTION 6.06.Limitation on Suits78SECTION 6.07.Rights of Holders to    Receive Payment78
        
Page   SECTION 6.08.Collection Suit by    Trustee78SECTION 6.09.Trustee May File    Proofs of Claim79SECTION 6.10.Priorities79SECTION 6.11.Undertaking for Costs79SECTION 6.12.Waiver of Stay or    Extension Laws79   ARTICLE 7    Trustee SECTION 7.01.Duties of Trustee80SECTION 7.02.Rights of Trustee81SECTION 7.03.Individual Rights of    Trustee83SECTION 7.04.Trustee's Disclaimer83SECTION 7.05.Notice of Defaults84SECTION 7.06.Notification of    Listing84SECTION 7.07.Compensation and    Indemnity84SECTION 7.08.Replacement of Trustee85SECTION 7.09.Successor Trustee by    Merger86SECTION 7.10.Eligibility;    Disqualification86SECTION 7.11.Certain Provisions86   
ARTICLE 8    Discharge of    Indenture; Defeasance SECTION 8.01.Discharge of Liability    on Securities; Defeasance87SECTION 8.02.Conditions to    Defeasance88SECTION 8.03.Application of Trust    Money90SECTION 8.04.Repayment to Issuer90SECTION 8.05.Indemnity for Euro    Government Obligations90SECTION 8.06.Reinstatement90   ARTICLE 9    Amendments SECTION 9.01.Without Consent of    Holders90SECTION 9.02.With Consent of    Holders91SECTION 9.03.Notice92SECTION 9.04.Revocation and Effect    of Consents and Waivers92SECTION 9.05.Notation on or    Exchange of Securities93SECTION 9.06.Trustee and Joint    Security Agent to Sign Amendments93
  Page   SECTION 9.07.Payment for Consent94   ARTICLE 10    Guarantees SECTION 10.01.Guarantees94SECTION 10.02.Midco Guarantee96SECTION 10.03.Release of Guarantees96SECTION 10.04.Limitation on    Liability97SECTION 10.05.Successors and Assigns97SECTION 10.06.No Waiver98SECTION 10.07.Modification98SECTION 10.08.Execution of Guarantee    Agreement for Future Guarantors98SECTION 10.09.Non-Impairment98   ARTICLE 11    Collateral and    Security Documents SECTION 11.01.Collateral and    Security Documents98SECTION 11.02.Suits To Protect the    Collateral99SECTION 11.03.Enforcement of    Security Documents100SECTION 11.04.Other Actions under    Intercreditor Agreement100SECTION 11.05.Amendments100SECTION 11.06.Release of Collateral100SECTION 11.07.Termination of    Security Interest101SECTION 11.08.Reliance    by Other Senior Creditors on Intercreditor Agreement Provisions102   ARTICLE 12    Miscellaneous SECTION 12.01.Notices102SECTION 12.02.Certificate and    Opinion as to Conditions Precedent104SECTION 12.03.Statements Required in    Certificate or Opinion104SECTION 12.04.When Securities    Disregarded104SECTION 12.05.Rules by Trustee,    Paying Agent and Registrar104SECTION 12.06.Legal Holidays104SECTION 12.07.Governing Law105SECTION 12.08.Consent to    Jurisdiction and Service105SECTION 12.09.No Recourse Against    Others105
           Page    SECTION    12.10.Currency Indemnity105SECTION    12.11.Successors106SECTION    12.12.Multiple Originals106SECTION    12.13.Table of Contents;    Headings106    Appendix-Provisions Relating to    the Securities Exhibit A-Form of Reg. S/144A    Security Exhibit B-Form of Guarantee    Agreement Exhibit C-Form of Certificate of    Transfer 
 

 

INDENTURE dated as of October 13, 2004, among Oskar Mobil    a.s., a joint stock company organized under the laws of the Czech Republic    (the "*Issuer*"),    Oskar Holdings N.V., a public limited liability company organized under the    laws of The Netherlands (the "*Company*"),    Oskar Finance B.V., a private limited liability company organized under the    laws of The Netherlands ("*Midco*"),    JPMorgan Chase Bank, as trustee (the "*Trustee*"),    J.P. Morgan Bank Luxembourg S.A., as registrar and Luxembourg transfer    agent, Dexia Banque Internationale à Luxembourg, société anonyme, as    Luxembourg paying agent, and J.P Morgan Europe Limited, as joint security    agent (the "*Joint Security Agent*").    
        Each party agreesas follows for the benefit of the other parties and for the equal and ratablebenefit of the Holders of the Issuer's 7.50% First Priority Senior Secured Notesdue 2011 issued on the date hereof (the "*Securities*").
ARTICLE 1 

Definitions and Incorporation by Reference

       SECTION 1.01. Definitions. 

        "*AdditionalAssets*" means:
        (1) any property,plant, equipment or other long-term assets, such as licenses, used or useful ina Related Business; 

        (2)the Capital Stock of a Person that becomes a Restricted Subsidiary as a resultof the acquisition of such Capital Stock by the Company or another RestrictedSubsidiary; or 

        (3) Capital Stockconstituting a minority interest in any Person that at such time is a RestrictedSubsidiary; 

provided,**however, that anysuch Restricted Subsidiary described in clause (2) or (3) above is primarilyengaged in a Related Business. 
        "*Affiliate*"of any specified Person means any other Person, directly or indirectly,controlling or controlled by or under direct or indirect common control withsuch specified Person. For the purposes of this definition, "control" when usedwith respect to any Person means the power to direct the management and policiesof such Person, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise; and the terms "controlling" and"controlled" have meanings correlative to the foregoing. For purposes ofSections 4.03, 4.05 and 4.08 only, "Affiliate" shall also mean any beneficialowner of Capital Stock representing 10% or more of the total voting power of theVoting Stock (on a fully diluted basis) of the Company or of rights or warrantsto purchase such Capital Stock (whether or not 

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currently exercisable) and any Person who would be anAffiliate of any such beneficial owner pursuant to the first sentence hereof.

        "*ApplicablePremium*" means, with respect to any Security on any applicable redemptiondate, the greater of: 

(a)         1.0% of  the then outstanding principal amount of the Security; and 

(b)         the  excess of: 

(i)         the    present value at such redemption date of (i) the redemption price of the    Security at October 15, 2008 (such redemption price being set forth in    Section 5 of the relevant Security) plus (ii) all required interest payments    due on the Note through October 15, 2008 (excluding accrued but unpaid    interest), computed using a discount equal to the Bund Rate as of such    redemption date plus 50 basis points; over 

(ii)         the    then outstanding principal amount of the Security at such redemption date.    

        "*AssetDisposition*" means any sale, lease, transfer or other disposition (or seriesof related sales, leases, transfers or dispositions) by the Company or anyRestricted Subsidiary, including any disposition by means of a merger,consolidation or similar transaction (each referred to for the purposes of thisdefinition as a "*disposition*"), of: 

(1)         any  shares of Capital Stock of a Restricted Subsidiary (other than directors'  qualifying shares or shares required by applicable law to be held by a Person  other than the Company or a Restricted Subsidiary); 

(2)         all or  substantially all the assets of any division or line of business of the  Company or any Restricted Subsidiary; or 

(3)         any  other assets of the Company or any Restricted Subsidiary outside of the  ordinary course of business of the Company or such Restricted Subsidiary  

(other than, in the case of clauses (1), (2) and (3) above,

(A)         a    disposition by a Restricted Subsidiary to the Company or by the Company or a    Restricted Subsidiary to a Restricted Subsidiary; 

(B)         for    purposes of the Section 4.05 only, (i) a disposition that constitutes a    Restricted Payment (or would constitute a Restricted Payment but for the    exclusions from the definition thereof, including, without limitation, any    Permitted Investment) and that is not prohibited by Section 4.03 and (ii) a    disposition of all or substantially all of the assets of the Company in    accordance with Section 5.01; 

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(C)         a    disposition of assets with a Fair Market Value of less than €5.0 million;    

(D)         a    disposition of cash or Temporary Cash Investments; and 

(E)         the    creation of a Lien (but not the sale or other disposition of the property    subject to such Lien)). 

        "*AttributableDebt*" in respect of a Sale/Leaseback Transaction means, as at the time ofdetermination, the present value (discounted at the interest rate borne by theSecurities, compounded annually) of the total obligations of the lessee forrental payments during the remaining term of the lease included in suchSale/Leaseback Transaction (including any period for which such lease has beenextended); *provided, however*, that if such Sale/Leaseback Transactionresults in a Capital Lease Obligation, the amount of Indebtedness representedthereby will be determined in accordance with the definition of "*CapitalLease Obligation*". 

        "*Average Life*"means, as of the date of determination, with respect to any Indebtedness, thequotient obtained by dividing: 

(1)         the sum  of the products of the numbers of years from the date of determination to the  dates of each successive scheduled principal payment of or redemption or  similar payment with respect to such Indebtedness multiplied by the amount of  such payment by 

(2)         the sum  of all such payments. 

        "*Boardof Directors*" of any Person means the Management Board of such Person or, ifthere is a Supervisory Board of such Person, its Supervisory Board; *providedhowever,* that in the case of a Person that is a (a) joint stock companyorganized under the laws of the Czech Republic, "*Board of Directors*"shall mean its Management Board and (b) limited liability company organizedunder the laws of the Czech Republic, "*Board of Directors*" shall mean itsexecutive director or directors. 

        "*Bund Rate*"means, with respect to any relevant date, the rate per annum equal to thesemi-annual equivalent yield to maturity as of such date of the ComparableGerman Bund Issue, assuming a price for the Comparable German Bund Issue(expressed as a percentage of its principal amount) equal to the ComparableGerman Bund Price for such relevant date, where: 

(1)         "*Comparable  German Bund Issue*" means the German *Bundesanleihe*  security selected by any Reference German Bund Dealer as having a fixed  maturity most nearly equal to the period from such redemption date to October  15, 2008 and that would be utilized at the time of selection and in accordance  with customary financial practice, in pricing new issues of euro-denominated  corporate debt securities in a principal amount approximately equal to the  then outstanding principal amount of the Securities and of a maturity most  nearly equal to October 15, 2008; *provided, however*,

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that, if the period from such redemption date to October 15,  2008, is less than one year, a fixed maturity of one year shall be used;  

(2)         "*Comparable*German*Bund Price*" means, with respect to any relevant date, the  average of all Reference German Bund Dealer Quotations for such date (which,  in any event, must include at least two such quotations), after excluding the  highest and lowest such Reference German Bund Dealer Quotations, or if the  Issuer obtains fewer than four such Reference German Bund Dealer Quotations,  the average of all such quotations; 

(3)         "*Reference  German Bund Dealer*" means any dealer of German Bundesanleihe securities  appointed by the Issuer in good faith; and 

(4)         "*Reference  German Bund Dealer Quotations*" means, with respect to each Reference  German Bund Dealer and any relevant date, the average as determined by the  Issuer of the bid and offered prices for the Comparable German Bund Issue  (expressed in each case as a percentage of its principal amount) quoted in  writing to the Issuer by such Reference German Bund Dealer at 3:30 p.m.  Frankfurt, Germany, time on the third Business Day preceding the relevant  date. 

        "*Business Day*"means a day (other than a Saturday or a Sunday) on which banks are open forgeneral business in London, Prague and Amsterdam, which is also a day on whichthe Trans-European Automated Real-time Gross Settlement Express Transfer paymentsystem is open for the settlement of payments in euro. 

        "*Capital LeaseObligation*" means an obligation that is required to be classified andaccounted for as a capital lease for financial reporting purposes in accordancewith GAAP, and the amount of Indebtedness represented by such obligation shallbe the capitalized amount of such obligation determined in accordance with GAAP;and the Stated Maturity thereof shall be the date of the last payment of rent orany other amount due under such lease prior to the first date upon which suchlease may be terminated by the lessee without payment of a penalty. For purposesof Section 4.04, a Capital Lease Obligation will be deemed to be secured by aLien on the property being leased. 

        "*Capital Stock*"of any Person means any and all shares, interests (including partnershipinterests), rights to purchase, warrants, options, participations or otherequivalents of or interests in (however designated) equity of such Person,including any Preferred Stock, but excluding any debt securities convertibleinto such equity. 

        "*Change ofControl*" means the occurrence of any of the following events: 

(1)         any  "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange  Act), other than one or more Permitted Holders, is or becomes the beneficial  owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that  such person shall be deemed to have "beneficial ownership" of all shares that  any such person has the right to acquire, whether such right is exercisable  immediately or 

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only after the passage of time), directly or indirectly, of  more than 50.0% of the total voting power of the Voting Stock of the Company;  

(2)          individuals who on the Issue Date constituted the Supervisory Board of the  Company (together with any new Supervisory Board members who were elected by  the shareholders' meeting of the Company by a vote of 662/3%  of such shareholders of the Company as were either (A) shareholders on the  Issue Date or (B) other shareholders whose acquisition of Capital Stock did  not independently constitute a Change of Control) cease for any reason to  constitute a majority of the Supervisory Board then in office, provided that  if the Company shall cease to have a Supervisory Board, then this clause (2)  shall apply *mutatis mutandis* to the individuals who on the Issue Date  constituted the Management Board of the Company; 
(3)         the  adoption of a plan relating to the liquidation or dissolution of the Company,  Midco or the Issuer, except as part of a merger, a consolidation, or a sale,  assignment, transfer, conveyance or other disposition of all or substantially  all of the properties or assets of the Company and its Restricted Subsidiaries  permitted under Section 5.01; 

(4)         the  Company shall cease to directly, beneficially and of record own all of the  Capital Stock of Midco or Midco shall cease to directly, beneficially and of  record own at least 99.87% of the Capital Stock of the Issuer; or 

(5)         the  merger or consolidation of the Company with or into another Person or the  merger of another Person with or into the Company, or the sale of all or  substantially all the assets of the Company (determined on a consolidated  basis) to another Person other than (A) a transaction in which the survivor or  transferee is a Person that is controlled by one or more Permitted Holders or  (B) a transaction following which (i) in the case of a merger or consolidation  transaction, holders of securities that represented more than 50.0% of the  Voting Stock of the Company immediately prior to such transaction (or other  securities into which such securities are converted as part of such merger or  consolidation transaction) own directly or indirectly at least a majority of  the voting power of the Voting Stock of the surviving Person in such merger or  consolidation transaction immediately after such transaction and (ii) in the  case of a sale of assets transaction, such transaction complies with Section  5.01 (a)(1) and holders of securities that represented more than 50.0% of the  Voting Stock of the Company immediately prior to such transaction (or other  securities into which such securities are converted as part of such merger or  consolidation transaction) own directly or indirectly at least a majority of  the voting power of the Voting Stock of the transferee in such sale of assets  transaction immediately after such transaction. 

        "*Code*" meansthe U.S. Internal Revenue Code of 1986, as amended. 

        "*Collateral*"means all of the collateral described in the Security Documents, including,without limitation, (1) all of the Capital Stock of Midco, (2) all of theCapital Stock of the Issuer owned by Midco, (3) the telecommunications networkowned by the Issuer which is located in the Czech Republic, (4) certaintrademarks

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owned by the Issuer registered in the Register of Trademarksmaintained by the Industrial Property Office of the Czech Republic, (5) thereceivables in respect of insurance policies payable to the Issuer under certainproperty damage and business interruption insurance policies (excluding thirdparty liability insurance, if applicable), (6) substantially all of the Issuer'sreceivables against its banks arising under bank account maintenance agreements,(7) the bank accounts of the Company, (8) the bank accounts of Midco, (9) allintercompany loans by and among the Company and any of its RestrictedSubsidiaries and (10) all Subordinated Shareholder Debt loaned to RestrictedSubsidiaries of the Company. The term "Collateral" also refers to the CapitalStock and assets of Subsidiary Guarantors to be pledged for the benefit of theSecurities and this Indenture pursuant to Section 4.10. 
*        "Company BankAccounts Pledge" means the Pledge of Bank AccountsDeed dated on or about the Issue Date among the Company and the Joint SecurityAgent pursuant to which the Company will pledge to secure the Obligations ofeach Obligor to the Joint Security Agent in its capacity as a Senior Creditorunder or in connection with any Senior Finance Document and as a parallelcreditor under the Intercreditor Agreement all of its present and future rightsunder on in connection with each existing and future bank account specifiedtherein. 
*        "Company SharePledge" means the Deed of Pledge of Shares dated on orabout the Issue Date among the Company, the Joint Security Agent and Midcopursuant to which the Company will grant a pledge of the Capital Stock of Midcoto secure the Obligations of each Obligor to the Joint Security Agent in itscapacity as a Senior Creditor and under or in connection with any Senior FinanceDocument and as a parallel creditor under the Interceditor Agreement. 

        "*ConsolidatedEBITDA*" for any period means the sum of Consolidated Net Income, plus thefollowing to the extent deducted in calculating such Consolidated Net Income:

(1)         all  income tax expense of the Company and its consolidated Restricted  Subsidiaries; 

(2)          Consolidated Interest Expense; 

(3)          depreciation and amortization expense of the Company and its consolidated  Restricted Subsidiaries (excluding amortization expense attributable to a  prepaid item that was paid in cash in a prior period); 

(4)         the  amount of any minority interest expense; 

(5)         net  foreign exchange gains or losses; 

(6)         any loss  less any gain attributable to the sale or other disposition of any assets of  the Company, its consolidated Subsidiaries or any other Person (including  pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise  disposed of 

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in the ordinary course of business and any loss less any  gain attributable to the sale or other disposition of any Capital Stock of any  Person; 

(7)         any item  classified as an extraordinary, unusual or nonrecurring loss or charge; 

(8)         all  deferred financing costs written off and premiums paid in connection with any  early extinguishment of Indebtedness; and 

(9)         all  other non-cash charges of the Company and its consolidated Restricted  Subsidiaries (including non-cash charges representing the Company's equity in  the net loss of any Unrestricted Subsidiary but excluding any such non-cash  charge to the extent that it represents an accrual of or reserve for cash  expenditures in any future period) less all other non-cash items of the  Company and its consolidated Restricted Subsidiaries increasing such  Consolidated Net Income (excluding any such non-cash item to the extent that  it represents a receipt of cash payments in any future period), 

in each case for such period. Notwithstanding the foregoing,the provision for taxes based on the income or profits of, and the depreciationand amortization and non-cash charges of, a Restricted Subsidiary (other thanthe Issuer or a Guarantor) shall be added to Consolidated Net Income to computeConsolidated EBITDA only to the extent (and in the same proportion, including byreason of minority interests) that the net income or loss of such RestrictedSubsidiary was included in calculating Consolidated Net Income and only if acorresponding amount would be permitted at the date of determination to bedividended to the Company by such Restricted Subsidiary without prior approval(that has not been obtained), pursuant to the terms of its charter and allagreements, instruments, judgments, decrees, orders, statutes, rules andgovernmental regulations applicable to such Restricted Subsidiary or itsstockholders (disregarding for this purpose any restriction permitted underclause (A), (C) (solely to the extent relating to clause (A) or (E)) or (E) ofSection 4.07). 

        "*ConsolidatedInterest Expense*" means, for any period, the total interest expense of theCompany and its consolidated Restricted Subsidiaries for such period plus, tothe extent not included in such total interest expense, and to the extentincurred by the Company or its Restricted Subsidiaries, without duplication:

(1)         interest  expense attributable to Capital Lease Obligations (reasonably determined by a  responsible financial or accounting Officer of the Issuer in accordance with  GAAP); 

(2)          amortization of debt discount and debt issuance costs; and 

(3)          costs associated with Hedging Obligations (including amortization of deferred  financing fees but excluding unrealized gains and losses arising with respect  to Hedging Obligations in accordance with GAAP). 

        "*ConsolidatedLeverage Ratio*" as of any date of determination means the ratio of (a) theaggregate amount of Indebtedness of the Company and its Restricted 

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Subsidiaries as of such date of determinationto (b) Consolidated EBITDA for the most recent two consecutive fiscal quartersfor which consolidated financial statements of the Company are publiclyavailable multiplied by two (the "*Reference Period*"); *provided,however*, that: 

(1)         if the  transaction giving rise to the need to calculate the Consolidated Leverage  Ratio is an Incurrence of Indebtedness, the amount of such Indebtedness shall  be calculated after giving effect on a *pro forma* basis to such  Indebtedness; 

(2)         if the  Company or any Restricted Subsidiary has repaid, repurchased, defeased or  otherwise discharged any Indebtedness that was outstanding as of the end of  such fiscal quarter or if any Indebtedness is to be repaid, repurchased,  defeased or otherwise discharged on the date of the transaction giving rise to  the need to calculate the Consolidated Leverage Ratio, the aggregate amount of  Indebtedness shall be calculated on a *pro forma* basis and Consolidated  EBITDA shall be calculated as if the Company or such Restricted Subsidiary had  not earned the interest income, if any, actually earned during the Reference  Period in respect of cash or Temporary Cash Investments used to repay,  repurchase, defease or otherwise discharge such Indebtedness; 

(3)         if since  the beginning of the Reference Period the Company or any Restricted Subsidiary  shall have made any Asset Disposition, the Consolidated EBITDA for the  Reference Period shall be reduced by an amount equal to the Consolidated  EBITDA (if positive) directly attributable to the assets which are the subject  of such Asset Disposition for the Reference Period or increased by an amount  equal to the Consolidated EBITDA (if negative) directly attributable thereto  for the Reference Period; 

(4)         if since  the beginning of the Reference Period the Company or any Restricted Subsidiary  (by merger or otherwise) shall have made an Investment in any Restricted  Subsidiary (or any Person which becomes a Restricted Subsidiary) or an  acquisition of assets which constitutes all or substantially all of an  operating unit of a business, Consolidated EBITDA for the Reference Period  shall be calculated after giving pro forma effect thereto (including the  Incurrence of any Indebtedness) as if such Investment or acquisition had  occurred on the first day of the Reference Period; and 

(5)         if since  the beginning of the Reference Period any Person (that subsequently became a  Restricted Subsidiary or was merged with or into the Company or any Restricted  Subsidiary since the beginning of such Reference Period) shall have made any  Asset Disposition, any Investment or acquisition of assets that would have  required an adjustment pursuant to clause (3) or (4) above if made by the  Company or a Restricted Subsidiary during the Reference Period, Consolidated  EBITDA for the Reference Period shall be calculated after giving *pro forma*  effect thereto as if such Asset Disposition, Investment or acquisition had  occurred on the first day of the Reference Period. 

For purposes of this definition, whenever *pro forma*effect is to be given to an acquisition of assets, the amount of income orearnings relating thereto and the amount of Consolidated Interest Expenseassociated with any Indebtedness Incurred in connection 

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therewith, the *pro forma* calculations shall bedetermined in good faith by a responsible financial or accounting Officer of theCompany. 

        "*ConsolidatedNet Income*" means, for any period, the net income or loss of the Company andits consolidated Subsidiaries; *provided, however*, that there shall not beincluded in such Consolidated Net Income: 

(1)         any net  income of any Person (other than the Company) if such Person is not a  Restricted Subsidiary, except that: 

(A)         the    Company's equity in the net income of any such Person for such period shall    be included in such Consolidated Net Income up to the aggregate amount of    cash actually distributed by such Person during such period to the Company    or a Restricted Subsidiary as a dividend or other distribution (subject, in    the case of a dividend or other distribution paid to a Restricted    Subsidiary, to the limitations contained in clause (3) below); and 

(B)         the    Company's equity in a net loss of any such Person for such period shall be    included to the extent of the aggregate Investment of the Company or any of    its Restricted Subsidiaries in such Person in determining such Consolidated    Net Income; 

(2)         any net  income (or loss) of any Person acquired by the Company or a Subsidiary in a  pooling of interests transaction (or any transaction accounted for in a manner  similar to a pooling of interests) for any period prior to the date of such  acquisition; 

(3)         any net  income of any Restricted Subsidiary (other than the Issuer or a Guarantor) if  such Restricted Subsidiary is subject to restrictions, directly or indirectly,  on the payment of dividends or the making of distributions by such Restricted  Subsidiary, directly or indirectly, to the Company (disregarding for this  purpose any restriction permitted under clause (A), (C) (solely to the extent  relating to clause (A) or (E)) or (E) of Section 4.07), except that: 

(A)         the    Company's equity in the net income of any such Restricted Subsidiary for    such period shall be included in such Consolidated Net Income up to the    aggregate amount of cash actually distributed by such Restricted Subsidiary    during such period to the Company or another Restricted Subsidiary as a    dividend or other distribution (subject, in the case of a dividend or other    distribution paid to another Restricted Subsidiary, to the limitation    contained in this clause); and 

(B)         the    Company's equity in a net loss of any such Restricted Subsidiary for such    period shall be included in determining such Consolidated Net Income to the    extent of the aggregate Investment of the 

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Company or any of its Restricted Subsidiaries in such    Restricted Subsidiary; 

(4)         the  cumulative effect of a change in accounting principles; 

(5)         any  capitalized interest on Subordinated Shareholder Debt; and 

(6)         any  non-cash compensation charge arising from any grant of stock, stock options or  other equity-based awards, 

in each case, for such period. 

Notwithstanding the foregoing, for the purposes of Section4.03 only, there shall be excluded from Consolidated Net Income any repurchases,repayments or redemptions of Investments, proceeds realized on the sale ofInvestments or return of capital to the Company or a Restricted Subsidiary tothe extent such repurchases, repayments, redemptions, proceeds or returnsincrease the amount of Restricted Payments permitted under Section 4.03(a)(3)(D). 

        "*ConsolidatedTangible Assets*" means, as of any date of determination, the aggregateamount of assets (less applicable reserves and other properly deductible items)after deducting therefrom all goodwill, trade names, trademarks, patents,unamortized debt discount and expense (to the extent included in said aggregateamount of assets) and other like intangibles, all as set forth in the mostrecent publicly available consolidated balance sheet of the Company and itsRestricted Subsidiaries computed in accordance with GAAP. Consolidated TangibleAssets shall be calculated after giving effect to the transaction giving rise tothe need to calculate Consolidated Tangible Assets. 

        "*CreditAgreement*" means the Credit Agreement dated on or about October 6, 2004, byand among, the Issuer, the Company, Midco, J.P. Morgan PLC, as GlobalCoordinator, the arrangers and lenders referred to therein, J.P. Morgan EuropeLimited, as Facility Agent and Security Agent, and Česká spořitelna, a.s., as KorunaPaying Agent together with the related documents thereto (including the termloans and revolving loans thereunder, any guarantees and security documents), asamended, extended, renewed, restated, supplemented or otherwise modified (inwhole or in part, and without limitation as to amount, terms, conditions,covenants and other provisions) from time to time, and any agreement (andrelated document) governing Indebtedness incurred to Refinance, in whole or inpart, the borrowings and commitments then outstanding or permitted to beoutstanding under such Credit Agreement or a successor Credit Agreement, whetherby the same or any other lender or group of lenders. 

        "*CurrencyAgreement*" means in any foreign exchange contract, currency swap agreementor other similar agreement with respect to currency values. 

        "*Default*"means any event which is, or after notice or passage of time or both would be,an Event of Default. 

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        "*DisqualifiedStock*" means, withrespect to any Person, any Capital Stock which by its terms (or by the terms ofany security into which it is convertible or for which it is exchangeable at theoption of the holder) or upon the happening of any event: 
(1)         matures  or is mandatorily redeemable (other than redeemable only for Capital Stock of  such Person which is not itself Disqualified Stock) pursuant to a sinking fund  obligation or otherwise; 

(2)         is  convertible or exchangeable at the option of the holder for Indebtedness or  Disqualified Stock; or 

(3)         is  mandatorily redeemable or must be purchased upon the occurrence of certain  events or otherwise, in whole or in part; 

in each case on or prior to the first anniversary of theStated Maturity of the Securities; *provided, however*,that any Capital Stock that would not constitute Disqualified Stock but forprovisions thereof giving holders thereof the right to require such Person topurchase or redeem such Capital Stock upon the occurrence of an "asset sale" or"change of control" occurring prior to the first anniversary of the StatedMaturity of the Securities shall not constitute Disqualified Stock if: 
(1)         the  "asset sale" or "change of control" provisions applicable to such Capital  Stock are not more favourable to the holders of such Capital Stock in any  material respect than the terms applicable to the Securities and described  under Sections 4.05 and 4.06; and 

(2)         any such  requirement only becomes operative after compliance with such terms applicable  to the Securities, including the purchase of any Securities tendered pursuant  thereto. 

The amount of any Disqualified Stock that does not have afixed redemption, repayment or repurchase price will be calculated in accordancewith the terms of such Disqualified Stock as if such Disqualified Stock wereredeemed, repaid or repurchased on any date on which the amount of suchDisqualified Stock is to be determined pursuant to this Indenture; *provided, however*,that if such Disqualified Stock could not be required to be redeemed, repaid orrepurchased at the time of such determination, the redemption, repayment orrepurchase price will be the book value of such Disqualified Stock as reflectedin the most recent financial statements of such Person. 
        "*EquityOffering*" means anypublic or private sale of Capital Stock or Preferred Stock (other thanDisqualified Stock) of the Company or a Parent Company, other than publicofferings registered on Form S-8 (or any successor form) under the SecuritiesAct or any similar public offering in other jurisdictions, but, in the case ofany such offering by a Parent Company, only to the extent the Net Cash Proceedsthereof are contributed to the common equity (other than through the issuance ofDisqualified Stock) of the Company or loaned to the Company through SubordinatedShareholder Debt. 

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        "*EuroEquivalents*" means with respect to any monetary amount in a currency otherthan euros, at any time of determination thereof, the amount of euros obtainedby converting such foreign currency involved in such computation into euros atthe composite spot rate for the purchase of euros with the applicable foreigncurrency as published by Bloomberg L.P. on the close of the Business Day priorto such determination. 

Except as provided in Section 4.02, whenever it is necessaryto determine whether the Company has complied with any covenant in thisIndenture or a Default has occurred and an amount is expressed in a currencyother than euros, such amount will be treated as the Euro Equivalent determinedas of the date such amount is initially determined in such currency. 

        "*EuroGovernment Obligations*" means direct obligations (or certificatesrepresenting an ownership interest in such obligations) of the nationalgovernment of a member of the European Union (including any agency orinstrumentality thereof) for the payment of which the full faith and credit ofthe national government of the member of the European Union is pledged and whichare not callable at the issuer's option. 

        "*Event of Loss*"means (a) the loss of, destruction of, or material damage to any Collateral, (b)the condemnation, seizure, confiscation, requisition of the use or taking byexercise of the power of eminent domain or otherwise of any Collateral or (iii)any consensual settlement in lieu of any event listed in clause (ii), in eachcase whether in a single event or a series of related events. 

        "*Exchange Act*"means the U.S. Securities Exchange Act of 1934, as amended. 

        "*Fair MarketValue*" means with respect to any asset or property, the price which could benegotiated in an arm's-length, free market transaction, for cash, between awilling seller and a willing and able buyer, neither of whom is under unduepressure or compulsion to complete the transaction. For purposes of Sections4.03 and 4.05, the Fair Market Value of property or assets other than cash whichinvolves an aggregate amount in excess of €5 million, shall be set forth in aresolution approved by at least a majority of the Board of Directors of theCompany set forth in an Officers' Certificate delivered to the Trustee. Exceptas otherwise provided herein, and for the purposes of Sections 4.03 and 4.05 andfor all other purposes of this Indenture, Fair Market Value will be determinedin good faith by the Board of Directors of the Company, whose determination willbe conclusive and evidenced by a resolution of the Board of Directors of theCompany. 

        "*FinanceSubsidiary*" means a direct wholly-owned subsidiary of the Company, theIssuer or a Subsidiary Guarantor that is formed for the purpose of borrowingfunds or issuing securities and lending the proceeds to the Company, the Issueror a Subsidiary Guarantor pursuant to a Subordinated Proceeds Loan and thatconducts no business other than as may be reasonably incidental to theforegoing. 

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        "*GAAP*" meansgenerally accepted accounting principles in the United States of America fromtime to time, including those set forth in: 

(1)         the  opinions and pronouncements of the Accounting Principles Board of the American  Institute of Certified Public Accountants; 

(2)          statements and pronouncements of the Financial Accounting Standards Board; and  

(3)         such  other statements by such other entity as approved by a significant segment of  the accounting profession; 
*provided, however, that all ratiosand computations contained or referred to in this Indenture shall be computed inconformity with GAAP as in effect on the Issue Date. 

        "g*uarantee*"means any obligation, contingent or otherwise, of any Person directly orindirectly guaranteeing any Indebtedness of any Person and any obligation,direct or indirect, contingent or otherwise, of such Person: 

(1)         to  purchase or pay (or advance or supply funds for the purchase or payment of)  such Indebtedness of such Person (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); or 

(2)          entered into for the purpose of assuring in any other manner the obligee of  such Indebtedness of the payment thereof or to protect such obligee against  loss in respect thereof (in whole or in part); 
*provided, however, that the term"guarantee" shall not include endorsements for collection or deposit in theordinary course of business. The term "guarantee" used as a verb has acorresponding meaning. 

        "*Guarantee*"means the guarantee by a Guarantor of the Issuer's obligations with respect tothe Securities and this Indenture pursuant to Article 10 or, in the case ofMidco, pursuant to the Midco Guarantee Agreement. 

        "*GuaranteeAgreement*" means a supplemental indenture, substantially in the form ofExhibit B to this Indenture, pursuant to which a Guarantor guarantees theIssuer's obligations with respect to the Securities and this Indenture on theterms provided for in this Indenture. 

        "*Guarantors*"means the Company and Midco and any other Person, including a SubsidiaryGuarantor, that enters into a Guarantee Agreement, and a *"Guarantor"*means any of them. 

        "*HedgingBank*" means the persons named in the Intercreditor Agreement as a HedgingBank or that accedes to the Intercreditor Agreement as a Hedging Bank, in eachcase as a provider of hedging to the Obligors. 

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        "*HedgingDocuments*" means each master agreement, confirmation or other documentevidencing any hedging provided by a Hedging Bank to an Obligor which has beenspecified in the Intercreditor Agreement. 

       "*Hedging Obligations*" of any Person means the obligations of such Personpursuant to any Interest Rate Agreement or Currency Agreement. 

       "*Holder*" or "*Securityholder*" means the Person in whose name aSecurity is registered on the Registrar's books. 

       "*Holding Company*" means, in relation to a company or corporation, anyother company or corporation in respect of which it is a Subsidiary. 

       "*Incur*" means issue, assume, guarantee, incur or otherwise become liablefor; *provided, however*, that any Indebtedness of a Person existing at thetime such Person becomes a Restricted Subsidiary (whether by merger,consolidation, acquisition or otherwise) shall be deemed to be Incurred by suchPerson at the time it becomes a Restricted Subsidiary. The term "Incurrence"when used as a noun shall have a correlative meaning. Solely for purposes ofdetermining compliance with Section 4.02: 

(1)          amortization of debt discount or the accretion of principal with respect to a  non-interest bearing or other discount security; 

(2)         the  payment of regularly scheduled interest in the form of additional Indebtedness  of the same instrument or Capital Stock or the payment of regularly scheduled  dividends on Capital Stock in the form of additional Capital Stock; and 

(3)         the  obligation to pay a premium in respect of Indebtedness arising in connection  with the issuance of a notice of redemption or making of a mandatory offer to  purchase such Indebtedness 

will not be deemed to be the Incurrence of Indebtedness.

        "*Indebtedness*"means, with respect to any Person on any date of determination (withoutduplication): 

(1)         the  principal in respect of (A) indebtedness of such Person for money borrowed and  (B) indebtedness evidenced by notes, debentures, bonds or other similar  instruments for the payment of which such Person is responsible or liable;  

(2)         all  Capital Lease Obligations of such Person and all Attributable Debt in respect  of Sale/Leaseback Transactions entered into by such Person; 

(3)         all  obligations of such Person issued or assumed as the deferred purchase price of  property, all conditional sale obligations of such Person and all obligations  of such Person under any title retention agreement which obligations are due  

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more than twelve months after such property is acquired (but  excluding any accounts payable or other liability to trade creditors arising  in the ordinary course of business); 

(4)         all  obligations of such Person for the reimbursement of any obligor on any letter  of credit, bankers' acceptance or similar credit transaction (other than  obligations with respect to letters of credit securing obligations (other than  obligations described in clauses (1) through (3) above) entered into in the  ordinary course of business of such Person to the extent such letters of  credit are not drawn upon or, if and to the extent drawn upon, such drawing is  reimbursed no later than the tenth Business Day following payment on the  letter of credit); 

(5)         the  amount of all obligations of such Person with respect to the redemption,  repayment or other repurchase of any Disqualified Stock of such Person or,  with respect to any Preferred Stock of any Subsidiary of such Person, the  principal amount of such Preferred Stock to be determined in accordance with  this Indenture (but excluding, in each case, any accrued dividends); 

(6)         all  obligations of the type referred to in clauses (1) through (5) of other  Persons for the payment of which, in either case, such Person is responsible  or liable, directly or indirectly, as obligor, guarantor or otherwise,  including by means of any guarantee to the extent of such liability or  responsibility; 

(7)         all  obligations of the type referred to in clauses (1) through (6) of other  Persons secured by any Lien on any property or asset of such Person (whether  or not such obligation is assumed by such Person), the amount of such  obligation being deemed to be the lesser of the Fair Market Value of such  property or assets and the amount of the obligation so secured; and 

(8)         to the  extent not otherwise included in this definition, net Hedging Obligations of  such Person (to be equal at any time to the termination value of such  agreement or arrangement giving rise to such Hedging Obligation). 

        Notwithstanding theforegoing, in connection with the purchase by the Company or any RestrictedSubsidiary of any business, the term "Indebtedness" will exclude post-closingpayment adjustments to which the seller may become entitled to the extent suchpayment is determined by a final closing balance sheet or such payment dependson the performance of such business after the closing; *provided, however*,that, at the time of closing, the amount of any such payment is not determinableand, to the extent such payment thereafter becomes fixed and determined, theamount is paid within 30 days thereafter or the time permitted in the relevantagreement, whichever is longer. 

        The amount ofIndebtedness of any Person at any date shall be determined as set forth above orotherwise provided in this Indenture, and (other than with respect to letters ofcredit or guarantees or Indebtedness specified in Clause (7) above) shall equalthe amount thereof that would appear on a balance sheet of such Person(excluding any notes thereto) prepared on the basis of GAAP. 

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        "*IntercreditorAgreement*" means the intercreditor agreement to be dated on or about theIssue Date, to be entered into, *inter alia*, among the Company, Midco, theIssuer, the Trustee, the Joint Security Agent and the Facility Agent under theCredit Agreement, as amended from time to time in accordance with the termsthereof. 

        "*Interest RateAgreement*" means any interest rate swap agreement, interest rate capagreement or other financial agreement or arrangement with respect to exposureto interest rates. 

        "*Investment*"in any Person means any direct or indirect advance, loan (other than advances tocustomers in the ordinary course of business that are recorded as accountsreceivable on the balance sheet of the lender) or other extensions of credit(including by way of guarantee or similar arrangement) or capital contributionto (by means of any transfer of cash or other property to others or any paymentfor property or services for the account or use of others), or any purchase oracquisition of Capital Stock, Indebtedness or other similar instruments issuedby such Person. If the Company or any Restricted Subsidiary issues, sells orotherwise disposes of any Capital Stock of a Person that is a RestrictedSubsidiary such that, after giving effect thereto, such Person is no longer aRestricted Subsidiary, any Investment by the Company or any RestrictedSubsidiary in such Person remaining after giving effect thereto will be deemedto be a new Investment at such time. The acquisition by the Company or anyRestricted Subsidiary of a Person that holds an Investment in a third Personwill be deemed to be an Investment by the Company or such Restricted Subsidiaryin such third Person at such time. Except as otherwise provided for herein, theamount of an Investment shall be its Fair Market Value at the time theInvestment is made and without giving effect to subsequent changes in value.

        For purposes of thedefinition of "*Unrestricted Subsidiary*", the definition of "*RestrictedPayment*" and Section 4.03: 

(1)         "*Investment*"  shall include the portion (proportionate to the Company's equity interest in  such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary  of the Company at the time that such Subsidiary is designated an Unrestricted  Subsidiary; *provided, however*, that upon a redesignation of such  Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue  to have a permanent "Investment" in an Unrestricted Subsidiary equal to an  amount (if positive) equal to (A) the Company's "Investment" in such  Subsidiary at the time of such redesignation less (B) the portion  (proportionate to the Company's equity interest in such Subsidiary) of the  Fair Market Value of the net assets of such Subsidiary at the time of such  redesignation; and 

(2)         any  property transferred to or from an Unrestricted Subsidiary shall be valued at  its Fair Market Value at the time of such transfer, in each case as determined  in good faith by the Board of Directors. 

        "*Issue Date*"means the date on which the Securities are originally issued. 

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*        "Issuer BankAccounts Maintenance Agreement Pledge" means thePledge of Receivables Agreement dated on or about the Issue Date between theJoint Security Agent and the Issuer pursuant to which the Issuer will pledgereceivables from bank account maintenance agreements with certain banksspecified therein to the Joint Security Agent to secure the Obligations of theIssuer to any Senior Creditor under on in connection with any Senior FinanceDocument. 

        "*Joint SecurityAgent*" means J.P. Morgan Europe Limited or its successor, as joint securityagent under the Security Documents and the Intercreditor Agreement. 

        "*License*"means (i) the licenses granted pursuant to Czech Telecommunications Office (CTU)decisions 5379/2002-610 and 8951/2002-610 (and any successor or replacementlicenses, concessions or permits and interconnection agreements that govern theestablishment and operation of the public telecommunications network by theIssuer or its Restricted Subsidiaries under the GSM standard in the CzechRepublic), (ii) any UMTS license awarded to the Company or any of its RestrictedSubsidiaries in the Czech Republic, and (iii) any other license, authorizationor concession of the Company or any of its Restricted Subsidiaries to operate atelecommunications business, which, in the case of clauses (ii) and (iii), atthe time of determination, accounts for more than 10% of the consolidatedrevenues or Consolidated EBITDA for the most recent two consecutive fiscalquarters for which consolidated financial statements of the Company are publiclyavailable multiplied by two. 

        "*Lien*" meansany mortgage, pledge, security interest, encumbrance, lien or charge of any kind(including any conditional sale or other title retention agreement or lease inthe nature thereof). 

        "*MaterialSubsidiary*" means any Restricted Subsidiary of the Company that would be a"Significant Subsidiary" of the Company within the meaning of Rule 1-02 underRegulation S-X promulgated by the SEC or on the basis of the revenues orConsolidated EBITDA of such Restricted Subsidiary (assuming for such purposethat revenues or Consolidated EBITDA had been an additional criteria under Rule1-02). 
*        "Midco BankAccounts Pledge" means the Pledge of Bank AccountsDeed dated on or about the Issue Date among Midco and the Joint Security Agentpursuant to which Midco will pledge to secure the Obligations of each Obligor tothe Joint Security Agent in its capacity as a Senior Creditor under or inconnection with any Senior Finance Document and as a parallel creditor under theIntercreditor Agreement all of its present and future rights under or inconnection with each existing and future bank account specified therein. 
*        "Midco GuaranteeAgreement" means the Guarantee dated on or about theIssue Date between Midco and the Joint Security Agent pursuant to which Midcowill guarantee to the Joint Security Agent the Issuer's Obligations in respectof the Intercreditor Agreement to pay the Joint Security Agent, as anindependent and separate 

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creditor, an amount equal to the amount which it owes eachother Senior Creditor, under or in connection with the Senior Finance Documents.
*        "Midco SharePledge" means the Agreement on Pledge of Shares datedon or about the Issue Date among Midco, the Joint Security Agent and the Issuerpursuant to which Midco will pledge to the Joint Security Agent all of itsCapital Stock in the Issuer to secure the Obligations of the Issuer to the JointSecurity Agent under or in connection with the Midco Guarantee Agreement. 

        "*Moody's*"means Moody's Investors Service, Inc. and any successor to its rating agencybusiness. 

        "*Net AvailableCash*" from an Asset Disposition or Event of Loss means cash paymentsactually received by the Company or a Restricted Subsidiary therefrom (includingany cash payments received by way of deferred payment of principal pursuant to anote or instalment receivable or otherwise and proceeds from the sale or otherdisposition of any securities received as consideration, but only as and whenreceived, but excluding any other consideration received in the form ofassumption by the acquiring Person of Indebtedness or other obligations relatingto such properties or assets or received in any other non-cash form), in eachcase net of: 

(1)         all  legal, accounting, advisory, title and recording tax expenses, commissions and  other fees and expenses incurred, and all national, state, provincial, foreign  and local taxes required to be accrued as a liability under GAAP, as a  consequence of such Asset Disposition or Event of Loss; 

(2)         all  payments made on any Indebtedness which is secured by any assets subject to  such Asset Disposition or Event of Loss, in accordance with the terms of any  Lien upon or other security agreement of any kind with respect to such assets,  or which must by its terms, or in order to obtain a necessary consent to such  Asset Disposition, or by applicable law, be repaid out of the proceeds from  such Asset Disposition or Event of Loss; 

(3)         all  distributions and other payments required to be made to minority interest  holders in Restricted Subsidiaries as a result of such Asset Disposition or  Event of Loss; 

(4)         in the  case of an Asset Disposition, the deduction of appropriate amounts provided by  the seller as a reserve, in accordance with GAAP, against any liabilities  associated with the property or other assets disposed in such Asset  Disposition and retained by the Company or any Restricted Subsidiary after  such Asset Disposition (including taxes); 

(5)         in the  case of an Event of Loss, any payments received by the Company or a Restricted  Subsidiary under business interruption insurance policies; and 

(6)         in the  case of an Asset Disposition, any portion of the purchase price from an Asset  Disposition placed in escrow, whether as a reserve for adjustment of 

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the purchase price, for satisfaction of indemnities in  respect of such Asset Disposition or otherwise in connection with that Asset  Disposition; *provided, however*, that upon the termination of that  escrow, Net Available Cash will be increased by any portion of funds in the  escrow that are released to the Company or any Restricted Subsidiary. 

        "*Net CashProceeds*", with respect to any issuance or sale of Capital Stock orIndebtedness, means the cash proceeds of such issuance or sale net of attorneys'fees, accountants' fees, underwriters' or placement agents' fees, discounts orcommissions and brokerage, consultant and other fees actually incurred inconnection with such issuance or sale and net of taxes paid or payable as aresult thereof. 

        "*Obligations*"means, with respect to any Indebtedness, all obligations for principal, premium,interest, penalties, fees, indemnifications, reimbursements, and other amountspayable pursuant to the documentation governing such Indebtedness. For theavoidance of doubt, "Obligations" shall also be deemed to include obligationsarising under the Indenture owed to the Trustee, to the extent they are securedby the Security Documents.**
        "*OfferingMemorandum*" means the offering memorandum dated October 6, 2004, prepared bythe Issuer setting forth information concerning the Issuer, the Guarantors andthe Securities. 

        "*Officer"*means, with respect to a Person, the Chairman of the Board, the President, anyVice President, the Treasurer or the Secretary or any Managing Director of suchPerson. 

        "*Officers'Certificate*" means a certificate signed by two Officers. 

        "*Opinionof Counsel*" means a written opinion, in form and substance satisfactory tothe Trustee, from legal counsel who is acceptable to the Trustee. The counselmay be an employee of or counsel to the Company, the Issuer or the Trustee.

        "*Parent Company*"means any Holding Company of the Company and any Holding Companies of suchHolding Company of the Company. 

        "*PermittedCollateral Liens*" means any of the following Liens: 

(a)         Liens on  the Collateral to secure (i) the Indebtedness of the Issuer or a Guarantor  that is permitted to be Incurred under Section 4.02(b) (1) or (3), (ii)  Refinancing Indebtedness Incurred to Refinance Indebtedness Incurred pursuant  to Section 4.02(b) (1) or (3) or (iii) Indebtedness Incurred under Section  4.02(b) (8) (to the extent such Hedging Obligations relate to the foregoing or  to Section 4.02(b) (4)); *provided, however*, that (A) such Lien ranks  equal to all other Liens on such Collateral securing Senior Indebtedness of  the Issuer or a Guarantor and (B) the aggregate principal amount of  Indebtedness under clause (i) and clause (ii) secured by such Liens (other  than for an amount reasonably necessary (as determined by the Board of  Directors) to pay any fees and expenses, including premiums, related to the  Refinancing of such Indebtedness pursuant to clause (ii)) shall not exceed  €575.0 million; 

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(b)          Liens on Midco Capital Stock pursuant to a Subordinated Security Interest to  secure Permitted Subordinated Indebtedness; 

(c)          Liens on a Subordinated Proceeds Loan to secure the Securities, the Credit  Agreement and Permitted Subordinated Indebtedness pursuant to a Subordinated  Proceeds Loan Pledge Agreement; and 

(d)          Liens on the Collateral described under (i) clauses (3) or (4) of the  definition of "*Collateral*" that are imposed by law in the ordinary  course of business securing amounts not more than 45 days overdue or (ii)  clause (3) of the definition of "*Collateral*" that arise out of  retention of title provisions in any supplier's conditions of sale of goods or  services acquired in the ordinary course of business. 

       "*Permitted Holders*" means (1) Telesystem International Wireless Inc. andits successors, (2) JPMorgan Partners LLC and (3) any Related Party of theforegoing. 

       "*Permitted Investment*" means an Investment by the Company or anyRestricted Subsidiary in: 

(1)          the Company, a Restricted Subsidiary or a Person that will, upon the making of  such Investment, become a Restricted Subsidiary; *provided, however*,  that the primary business of such Restricted Subsidiary is a Related Business;  

(2)          another Person if, as a result of such Investment, such other Person is merged  or consolidated with or into, or transfers or conveys all or substantially all  its assets to, the Company or a Restricted Subsidiary; *provided, however*,  that such Person's primary business is a Related Business; 

(3)         cash and  Temporary Cash Investments; 

(4)          receivables owing to the Company or any Restricted Subsidiary if created or  acquired in the ordinary course of business and payable or dischargeable in  accordance with customary trade terms; *provided, however*, that such  trade terms may include such concessionary trade terms as the Company or any  such Restricted Subsidiary deems reasonable under the circumstances; 

(5)         payroll,  travel and similar advances to cover matters that are expected at the time of  such advances ultimately to be treated as expenses for accounting purposes and  that are made in the ordinary course of business; 

(6)         loans or  advances to direct or seconded employees or directors made in the ordinary  course of business consistent with past practices of the Company or such  Restricted Subsidiary, but in any event not to exceed € 2.0 million in the  aggregate outstanding at any one time; 

(7)         stock,  obligations or securities received in settlement of debts created in the  ordinary course of business and owing to the Company or any Restricted  Subsidiary or in satisfaction of judgments; 

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(8)         any  Person to the extent such Investment represents the non-cash portion of the  consideration received for (A) an Asset Disposition as permitted under Section  4.05 or (B) a disposition of assets not constituting an Asset Disposition;  

(9)         any  Person where such Investment was acquired by the Company or any of its  Restricted Subsidiaries (A) in exchange for any other Investment or accounts  receivable held by the Company or any such Restricted Subsidiary in connection  with or as a result of a bankruptcy, workout, reorganization or  recapitalization of the issuer of such other Investment or accounts receivable  or (B) as a result of a foreclosure by the Company or any of its Restricted  Subsidiaries with respect to any secured Investment or other transfer of title  with respect to any secured Investment in default; 

(10)         any  Person to the extent such Investments consist of prepaid expenses, negotiable  instruments held for collection and lease, utility and workers' compensation,  performance and other similar deposits made in the ordinary course of business  by the Company or any Restricted Subsidiary; 

(11)         any  Person to the extent such Investments consist of Hedging Obligations otherwise  permitted under Section 4.02; 

(12)         any  Person to the extent such Investment exists on the Issue Date, and any  extension, modification, amendment, restatement or renewal of or refunding,  replacement or refinancing of on substantially the same terms any such  Investments existing on the Issue Date, but only to the extent not involving  additional advances, contributions or other Investments of cash or other  assets or other increases thereof (other than as a result of the accrual or  accretion of interest or original issue discount or the issuance of  pay-in-kind securities, in each case, pursuant to the terms of such Investment  as in effect on the Issue Date); 

(13)          Investments made after the Issue Date in Permitted Joint Ventures 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 (13) that are  at the time outstanding not to exceed €25 million; 

(14)         Persons  consisting of Investments owned by a Person on the date such Person becomes a  Restricted Subsidiary; and 

(15)         Persons  to the extent such Investments, not otherwise permitted by clauses (1) through  (14) and when taken together with all other Investments made pursuant to this  clause (15) and outstanding on the date such Investment is made, do not exceed  the greater of €10.0 million and 2% of the Consolidated Tangible Assets of the  Company and its Restricted Subsidiaries. 

        "*Permitted JointVentures*" means (a) any corporation, association or other business entity(other than a partnership) that is not a Restricted Subsidiary and that, in eachcase, is engaged in a Related Business and of which at least 20% of the totalequity and total Voting Stock is at the time of determination owned orcontrolled, directly or 

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indirectly, by the Company or one or more RestrictedSubsidiaries or a combination thereof and (b) any partnership, joint venture,limited liability company or similar entity that is not a Restricted Subsidiaryand that, in each case, is engaged in a Related Business and of which at least20% of the capital accounts, distribution rights, total equity and votinginterests or general or limited partnership interests, as applicable, are at thetime of determination, owned or controlled, directly or indirectly, by theCompany or one or more Restricted Subsidiaries or a combination thereof, whetherin the form of membership, general, special or limited partnership rights orotherwise. 

        "*Permitted Liens*"means, with respect to any Person: 

(1)          Permitted Collateral Liens; 

(2)         pledges  or deposits by such Person under worker's compensation laws, unemployment  insurance laws or similar legislation, or good faith deposits in connection  with bids, tenders, contracts (other than for the payment of Indebtedness) or  leases to which such Person is a party, or deposits to secure public or  statutory obligations of such Person or deposits of cash or Temporary Cash  Investments to secure surety or appeal bonds to which such Person is a party,  or deposits as security for contested taxes or import duties or for the  payment of rent, in each case Incurred in the ordinary course of business;  

(3)         Liens  imposed by law, such as carriers', warehousemen's and mechanics' Liens, in  each case for sums not more than 45 days overdue or being contested in good  faith by appropriate proceedings or other Liens arising out of judgments or  awards against such Person with respect to which such Person shall then be  proceeding with an appeal or other proceedings for review and Liens arising  solely by virtue of any statutory or common law provision relating to banker's  Liens, rights of set-off or similar rights and remedies as to deposit accounts  or other funds maintained with a creditor depository institution; *provided,  however*, that (A) such deposit account is not a dedicated cash collateral  account and is not subject to restrictions against access by the Company in  excess of those set forth by applicable law and (B) such deposit account is  not intended by the Company or any Restricted Subsidiary to provide collateral  to the depository institution; 

(4)         Liens  for taxes not yet subject to penalties for non-payment or which are being  contested in good faith by appropriate proceedings; 

(5)          Liens in favour of issuers of surety bonds or letters of credit issued  pursuant to the request of and for the account of such Person in the ordinary  course of its business; *provided, however*, that such letters of credit  do not constitute Indebtedness; 

(6)         minor  survey exceptions, minor encumbrances, 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 or Liens incidental to the conduct of the business  of such Person or to the ownership of its properties which were not Incurred  in connection with 

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Indebtedness and which 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; 

(7)         Liens  securing Indebtedness Incurred to finance the construction, purchase or lease  of, or repairs, improvements or additions to, property, plant or equipment of  such Person; *provided, however*, that the Lien may not extend to any  other property owned by such Person or any of its Restricted Subsidiaries at  the time the Lien is Incurred (other than assets and property affixed or  appurtenant thereto), and the Indebtedness (other than any interest thereon)  secured by the Lien may not be Incurred more than 180 days after the later of  the acquisition, completion of construction, repair, improvement, addition or  commencement of full operation of the property subject to the Lien; 

(8)         Liens  existing on the Issue Date; 

(9)         Liens on  property or shares of Capital Stock of another Person at the time such other  Person becomes a Subsidiary of such Person; *provided, however*, that the  Liens may not extend to any other property owned by such Person or any of its  Restricted Subsidiaries (other than improvements thereto and assets and  property affixed or appurtenant thereto); 

(10)         Liens  on property at the time such Person or any of its Subsidiaries acquires the  property, including any acquisition by means of a merger or consolidation with  or into such Person or a Subsidiary of such Person; *provided, however*,  that the Liens may not extend to any other property owned by such Person or  any of its Restricted Subsidiaries (other than improvements thereto and assets  and property affixed or appurtenant thereto); 

(11)         Liens  on property (other than Collateral) securing Purchase Money Indebtedness,  Attributable Debt or Capital Lease Obligations permitted to be Incurred under  Section 4.02(b)(17) that do not exceed the greater of €25 million and 5% of  the Consolidated Tangible Assets of the Company and its Restricted  Subsidiaries at any one time outstanding; *provided, however*, that the  Lien may not extend to any other property owned by such Person or any of its  Restricted Subsidiaries at the time the Lien is Incurred (other than assets  and property affixed or appurtenant thereto), and the Indebtedness (other than  any interest thereon) secured by the Lien may not be Incurred more than 180  days after the later of the acquisition, completion of construction, repair,  improvement, addition or commencement of full operation of the property  subject to the Lien; 

(12)         Liens  securing Indebtedness or other obligations of a Subsidiary of such Person  owing to such Person or a Wholly Owned Subsidiary of such Person; 

(13)         Liens  securing Hedging Obligations so long as such Hedging Obligations are permitted  to be Incurred under this Indenture; 

(14)         Liens  to secure any Refinancing (or successive Refinancings) as a whole, or in part,  of any Indebtedness secured by any Lien referred to in the foregoing clauses  (7), (8), (9) or (10); *provided,*however, that: 

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(A)         such    new Lien shall be limited to all or part of the same property and assets    that secured or, under the written agreements pursuant to which the original    Lien arose, could secure the original Lien (plus improvements and accessions    to, such property or proceeds or distributions thereof); and 

(B)         the    Indebtedness secured by such Lien at such time is not increased to any    amount greater than the sum of (i) the outstanding principal amount or, if    greater, committed amount of the Indebtedness described under clause (7),    (8), (9) or (10) at the time the original Lien became a Permitted Lien and    (ii) an amount necessary to pay any fees and expenses, including premiums,    related to such refinancing, refunding, extension, renewal or replacement;    

(15)          Subordinated Security Interests and Liens on the Capital Stock of Finance  Subsidiaries securing the Obligations under the Securities and the Credit  Agreement; 

(16)         Liens  securing Indebtedness described in Section 4.02(b)(7); *provided, however,*  that such Lien (i) is for the benefit of a national government or agency or  nominee thereof and (ii) does not extend to any property other than  telecommunications licenses and any other property required by the regulations  and policies of such national government or agency to be made subject to a  Lien to secure deferred payment obligations in respect of such licenses; and  

(17)         Liens  on property (other than Collateral) incurred in the ordinary course of  business of the Company or any Restricted Subsidiary with respect to  obligations that do not exceed €15 million and 3% of the Consolidated Tangible  Assets of the Company and its Restricted Subsidiaries at any one time  outstanding. 

For purposes of this definition, the term "*Indebtedness*"shall be deemed to include interest on such Indebtedness. 

        "*PermittedPublic Debt*" means (a) Refinancing Indebtedness of the Issuer and RestrictedSubsidiaries of the Issuer to Refinance the Credit Agreement and the Securities,and guarantees by Guarantors of such Refinancing Indebtedness, (b) PermittedSubordinated Indebtedness of the Company or a Finance Subsidiary, (c) theSecurities and (d) a Guarantee of the Securities or a Subordinated Guarantee ofPermitted Subordinated Indebtedness by the Issuer or a Guarantor (other thanMidco). 

        "*PermittedSubordinated Indebtedness*" means a Subordinated Obligation (including PublicDebt) issued by the Company or a Finance Subsidiary that satisfies the followingcriteria: (A) any guarantee thereof shall be by the Issuer or a Guarantorpursuant to a Subordinated Guarantee; (B) any Lien Incurred for the benefitthereof shall qualify as a Subordinated Security Interest; (C) if the proceedstherefrom are on-lent by the Company or Finance Subsidiary, such proceeds areon-lent only to the Issuer or a Subsidiary Guarantor pursuant to a SubordinatedProceeds Loan and a Subordinated 

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Proceeds Loan Pledge Agreement; (D) if such Indebtedness isissued by a Finance Subsidiary, the Capital Stock of the Finance Subsidiaryshall be pledged on a first-priority basis for the benefit of the Securities;and (E) the Company and its Restricted Subsidiaries and the trustee and anysecurity agent for the Permitted Subordinated Indebtedness shall enter into theIntercreditor Agreement. 

        "*Person*"means any individual, corporation, partnership, limited liability company, jointventure, association, joint-stock company, trust, unincorporated organization,government or any agency or political subdivision thereof or any other entity.

        "*Preferred Stock*",as applied to the Capital Stock of any Person, means Capital Stock of any classor classes (however designated) which is preferred as to the payment ofdividends or distributions, or as to the distribution of assets upon anyvoluntary or involuntary liquidation or dissolution of such Person, over sharesof Capital Stock of any other class of such Person. 

        "*principal*"of a Note means the principal of the Note plus the premium, if any, payable onthe Note which is due or overdue or is to become due at the relevant time.

        "*Public Debt*"means any Indebtedness consisting of bonds, debentures, notes or other similardebt securities or Preferred Stock issued in (a) a public offering registeredunder the Securities Act, (b) listed on a recognized stock exchange or (c) aprivate placement to institutional investors that is underwritten for resale inaccordance with Rule 144A or Regulation S under the Securities Act, whether ornot it includes registration rights entitling the holders of such debtsecurities or Preferred Stock to registration thereof with the SEC for publicresale. 

        "*Purchase MoneyIndebtedness*" means Indebtedness (including Capital Lease Obligations) (1)consisting of the deferred purchase price of property, conditional saleobligations, obligations under any title retention agreement, other purchasemoney obligations and obligations in respect of industrial revenue bonds orsimilar Indebtedness, in each case where the maturity of such Indebtedness doesnot exceed the useful life of the asset being financed (as determined inaccordance with GAAP), and (2) Incurred to finance the acquisition by theCompany or a Restricted Subsidiary of such assets, including additions andimprovements, in the ordinary course of business; *provided*,*however*,that any Lien arising in connection with any such Indebtedness shall be limitedto the specific asset being financed or, in the case of real property orfixtures, including additions and improvements, the real property on which suchasset is attached; *provided further*, however, that such Indebtedness isIncurred within 180 days after such acquisition of such assets. 

        "*QualifiedFinancial Advisor*" means an investment banking firm, accounting firm orappraisal firm of international standing. 

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        "*Refinance*"means, in respect of any Indebtedness, to refinance, extend, renew, refund,repay, prepay, purchase, redeem, defease or retire, or to issue otherIndebtedness in exchange or replacement for, such Indebtedness. "*Refinanced*"and "*Refinancing*" shall have correlative meanings. 

        "*RefinancingIndebtedness*" means Indebtedness that Refinances any Indebtedness of theCompany or any Restricted Subsidiary existing on the Issue Date or Incurred incompliance with this Indenture, including Indebtedness that RefinancesRefinancing Indebtedness; *provided, however*, that: 

(1)         such  Refinancing Indebtedness has a Stated Maturity no earlier than the Stated  Maturity of the Indebtedness being Refinanced; 

(2)          such Refinancing Indebtedness has an Average Life at the time such Refinancing  Indebtedness is Incurred that is equal to or greater than the Average Life of  the Indebtedness being Refinanced; 

(3)         such  Refinancing Indebtedness has an aggregate principal amount (or if Incurred  with original issue discount, an aggregate issue price) that is equal to or  less than the aggregate principal amount (or if Incurred with original issue  discount, the aggregate accreted value) then outstanding (plus fees and  expenses, including any premium and defeasance costs) under the Indebtedness  being Refinanced; and 

(4)         if the  Indebtedness being Refinanced is subordinated in right of payment to the  Securities, such Refinancing Indebtedness is subordinated in right of payment  to the Securities at least to the same extent as the Indebtedness being  Refinanced. 

        "*RelatedBusiness*" means any business in which the Issuer was engaged on the IssueDate and any business related, ancillary or complementary to such business, ineach case, located in the Czech Republic, Western or Eastern Europe or othercountries that were members of the Commonwealth of Independent States. 

        "*Related Party*"means (1) any controlling stockholder of a majority (or more) owned Subsidiaryof any Permitted Holder; or (2) any trust, corporation, partnership or otherentity, the beneficiaries, stockholders, partners, owners or Personsbeneficially holding a majority or more interest in which consist of any one ormore Permitted Holders and /or such Persons referred to in the immediatelypreceding clause (1). 

        "*RestrictedPayment*" with respect to any Person means: 

(1)         the  declaration or payment, without duplication, of any dividends or any other  distributions of any sort in respect of its Capital Stock (including any  payment by the Company or a Restricted Subsidiary in connection with any  merger or consolidation involving such Person) or similar payment to the  direct or indirect holders of its Capital Stock (other than (A) dividends or  distributions payable solely in its Capital Stock (other than Disqualified  Stock), (B) dividends or distributions payable solely to the 

27

Company or a Restricted Subsidiary and (C) pro rata  dividends or other distributions made by a Subsidiary that is not a Wholly  Owned Subsidiary to minority stockholders (or owners of an equivalent interest  in the case of a Subsidiary that is an entity other than a corporation));  

(2)         the  purchase, repurchase, redemption, defeasance or other acquisition or  retirement for value of any Capital Stock of the Company held by any Person  (other than by a Restricted Subsidiary) or of any Capital Stock of a  Restricted Subsidiary held by any Affiliate of the Company (other than by a  Restricted Subsidiary), including any payment by the Company or a Restricted  Subsidiary in connection with any merger or consolidation (not constituting a  Permitted Investment) and including the exercise of any option to exchange any  Capital Stock (other than into Capital Stock of the Company that is not  Disqualified Stock); 

(3)         the  purchase, repurchase, redemption, defeasance or other acquisition or  retirement for value, prior to scheduled maturity, scheduled repayment or  scheduled sinking fund payment of any Subordinated Obligations of the Company  or any Subsidiary Guarantor (other than (A) from the Company or a Restricted  Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other  acquisition or retirement of Subordinated Obligations purchased in  anticipation of satisfying a sinking fund obligation, principal instalment or  final maturity, in each case due within one year of the date of such purchase,  repurchase, redemption, defeasance or other acquisition or retirement); or  

(4)         the  making of any Investment (other than a Permitted Investment) in any Person.  

        "*RestrictedSubsidiary*" means any Subsidiary of the Company that is not an UnrestrictedSubsidiary. 

        "*Sale/LeasebackTransaction*" means an arrangement relating to property owned by the Companyor a Restricted Subsidiary on the Issue Date or thereafter acquired by theCompany or a Restricted Subsidiary whereby the Company or a RestrictedSubsidiary transfers such property to a Person and the Company or a RestrictedSubsidiary leases it from such Person. 

        "*SEC*" meansthe U.S. Securities and Exchange Commission. "*Secured Indebtedness*" meansany Indebtedness secured by a Lien. "*Securities Act*" means the U.S.Securities Act of 1933, as amended. 

        "*SecurityAssignment of Insurance Proceeds*" means the Security Assignment of InsuranceProceeds Agreement dated on or about the Issue Date among the Joint SecurityAgent and the Issuer pursuant to which the Issuer assigns to the Joint SecurityAgent certain receivables in respect of certain insurance proceeds to secure theObligations of the Issuer to any Senior Creditor under or in connection with anySenior Finance Document. 

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        "*SecurityDocuments*" means (a) the Company Share Pledge, (b) the Midco Share Pledge,(c) the Telecommunications Network Pledge, (d) the Trademarks Pledge, (e) theSecurity Assignment of Insurance Proceeds, (f) the Issuer Bank AccountsMaintenance Agreement Pledge, (g) the Company Bank Accounts Pledge, (h) theMidco Bank Accounts Pledge, (i) the Intercreditor Agreement, and (j) any otherdocument pursuant to which the Obligations under the Securities and thisIndenture are directly or indirectly secured from time to time. 

        "*SecurityEnforcement Principles*" means the principles set forth in Schedule 9(Security Enforcement Principles) to the Intercreditor Agreement. 

        "*Senior Agent*"means J.P. Morgan Europe Limited, as the Senior Agent for the lenders under theCredit Agreement and the Hedging Banks under the Intercreditor Agreement. 

        "*SeniorCreditors*" means (i) the Senior Lenders, the Facility Agent, the SeniorAgent, the Koruna Paying Agent, the Security Agent and each other person namedas an Arranger under the Credit Agreement, (ii) the Holders, the Trustee (on itsown behalf and on behalf of the Holders) and the Joint Security Agent under thisIndenture and (iii) each Person named as a Hedging Bank under the IntercreditorAgreement. 

        "*Senior FinanceDocuments*" means a Senior Credit Finance Document, a Notes Finance Documentor a Hedging Document, in each case as defined in the Intercreditor Agreement.

        "*SeniorIndebtedness*" means with respect to any Person: 

(1)          Indebtedness of such Person, whether outstanding on the Issue Date or  thereafter Incurred; and 

(2)         all  other Obligations of such Person (including interest accruing on or after the  filing of any petition in bankruptcy or for reorganization relating to such  Person whether or not post-filing interest is allowed in such proceeding) in  respect of Indebtedness described in clause (1) above 

unless, in the case of clauses (1) and (2), in the instrumentcreating or evidencing the same or pursuant to which the same is outstanding, itis provided that such Indebtedness or other obligations are subordinate in rightof payment to the Securities or the Subsidiary Guarantee of such Person, as thecase may be; *provided, however*, that Senior Indebtedness shall notinclude: 

(1)         any  obligation of such Person to the Company or any Subsidiary; 

(2)         any  liability for national, state, local or other taxes owed or owing by such  Person; 

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(3)         any  accounts payable or other liability to trade creditors arising in the ordinary  course of business; 

(4)         any  Indebtedness or other Obligation of such Person which is subordinate or junior  in any respect to any other Indebtedness or other Obligation of such Person;  or 

(5)         that  portion of any Indebtedness which at the time of Incurrence is Incurred in  violation of this Indenture. 

        "*Senior SecuredIndebtedness*" means Senior Indebtedness of the Company, Midco, the Issuer orany other Guarantor secured by a first-priority Lien on the Collateral. 

        "*SignificantSubsidiary*" means any Restricted Subsidiary that would be a "SignificantSubsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-Xpromulgated by the SEC. 

        "*Standard &Poor's*" means Standard & Poor's, a division of The McGraw-Hill Companies,Inc., and any successor to its rating agency business. 

        "*Stated Maturity*"means, with respect to any security, the date specified in such security as thefixed date on which the final payment of principal of such security is due andpayable, including pursuant to any mandatory redemption provision (but excludingany provision providing for the repurchase of such security at the option of theholder thereof upon the happening of any contingency unless such contingency hasoccurred). 

        "*Stop Notice*"shall have the meaning assigned to such term in the Intercreditor Agreement.

        "*SubordinatedGuarantee*" means a guarantee of the Permitted Subordinated Indebtedness bythe Issuer or one or more Guarantors which (a) is subordinated to theObligations under the Securities and (b) contains or incorporates thesubordination provisions set forth in the Intercreditor Agreement. 

        "*SubordinatedObligation*" means, with respect to a Person, any Indebtedness of such Person(whether outstanding on the Issue Date or thereafter Incurred and other than, inrespect of the Company and any Restricted Subsidiary, any SubordinatedShareholder Debt) which is subordinate or junior in right of payment to theSecurities, pursuant to a written agreement to that effect. 

        "*SubordinatedProceeds Loans*" means any loan in cash from the Company or a FinanceSubsidiary to the Issuer or a Guarantor of the proceeds from the issuance ofPermitted Subordinated Indebtedness which is subordinated to the Obligationsunder the Securities and this Indenture and contains or incorporates thesubordination provisions set forth in the Intercreditor Agreement. 

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        "*SubordinatedProceeds Loan Pledge Agreement*" means the agreement creating (a) afirst-priority security interest in the Subordinated Proceeds Loans to securethe Obligations under the Securities and (b) a second-priority security interestin the Subordinated Proceeds Loans to secure the Obligations under the PermittedSubordinated Indebtedness. 

        "*SubordinatedSecurity Interest*" means a second-priority security interest securing theObligations under the Permitted Subordinated Indebtedness in (a) the CapitalStock of Midco and (b) if applicable, the Subordinated Proceeds Loans pursuantto the Subordinated Proceeds Loan Pledge Agreement. The security documents forthe Subordinated Security Interest shall contain or incorporate thesubordination provisions set forth in the Intercreditor Agreement. 

        "*SubordinatedShareholder Debt*" means any Indebtedness of the Company or a RestrictedSubsidiary (other than Midco) (and any security into which such Indebtedness isconvertible or for which it is exchangeable at the option of the holder) issuedto and held by one or more direct or indirect shareholders of the Company that:(1) does not mature or require any amortization, redemption or other repaymentof principal or any sinking fund payment prior to the first anniversaryfollowing the Stated Maturity of the Securities (other than through conversionor exchange of such Indebtedness into Capital Stock (other than DisqualifiedStock) of the Company or such parent or any Indebtedness meeting therequirements of this definition), (2) does not require, prior to the 180th dayfollowing the Stated Maturity of the Securities, payment of cash interest, cashwithholding amounts or other gross-ups, or any similar amounts, (3) contains nochange of control or similar provisions and does not accelerate and has no rightto declare a default or event of default or take any enforcement action orotherwise require any payment prior to the 180th day following the StatedMaturity of the Securities, (4) does not provide for or require any securityinterest or encumbrance over any asset of the Company or any of itsSubsidiaries, (5) does not contain any covenants (financial or otherwise) otherthan a covenant to pay such Subordinated Shareholder Debt at maturity and to payinterest thereon in accordance with this definition, (6) is fully subordinatedand junior in right of payment of the Securities and the performance of allobligations under Indenture and the Security Documents pursuant to customarysubordination terms for similar Indebtedness and otherwise reflecting the termsabove and (7) in the case of Subordinated Shareholder Debt owed by a RestrictedSubsidiary, is pledged on a first-priority basis to secure the Obligations underthe Securities (if and for so long as such Indebtedness is pledged to secure theObligations under the Credit Agreement or any other Indebtedness). 

        "*Subsidiary*"means, with respect to any Person, any corporation, association, partnership orother business entity of which more than 50% of the total voting power of sharesof Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1)         such  Person; 

(2)         such  Person and one or more Subsidiaries of such Person; or 

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(3)         one or  more Subsidiaries of such Person. 

        "*SubsidiaryGuarantor*" means each Subsidiary of the Company (other than Midco) thatGuarantees the Securities pursuant to the terms of this Indenture. 

        "*SubsidiaryGuarantee*" means a Guarantee by a Subsidiary Guarantor of the Issuer'sobligations with respect to the Securities and this Indenture. 

        "*TelecommunicationsNetwork Pledge*" means the Pledge of Telecommunications Network Agreementdated on or about the Issue Date between the Joint Security Agent and the Issuerpursuant to which the Issuer pledges in the form of a global asset to the JointSecurity Agent the telecommunications network owned by the Issuer, which islocated in the territory of the Czech Republic and the purpose of which is theprovision of telecommunications services, to secure the Obligations of theIssuer to any Senior Creditor under or in connection with any Senior FinanceDocument. 

        "*Temporary CashInvestments*" means any of the following: 

(1)         any  investment in 

(a)         direct    obligations of, or obligations guaranteed by, (i) the United States of    America, (ii) any European Union member state or (iii) any agency or    instrumentality of such country or member state; or 

(b)         direct    obligations of any country recognized by the United States of America rated    at least "A" by S&P or "A-1" by Moody's; 

(2)          overnight bank deposits, and investments in time deposit accounts,  certificates of deposit, bankers' acceptances and money market deposits (or,  with respect to foreign banks, similar instruments) maturing not more than one  year after the date of acquisition thereof issued by 

(a)         any    lender under the Credit Agreement, 

(b)         any    institution authorized to operate as a bank in any of the countries or    member states referred to in subclause (1)(a) above; or 

(c)         any    bank or trust company organized under the laws of any such country or member    state or any political subdivision thereof 

in each case, having capital surplus aggregating in excess  of € 250 million (or the foreign currency equivalent thereof) and whose  long-term debt is rated at least "A" by S&P or "A-2" by Moody's at the time  such Investment is made; 

(3)          repurchase obligations with a term of not more than 30 days for underlying  securities of the types described in clause (1) and (2) above entered into  with a Person meeting the qualifications described in clause (2) above; 

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(4)          Investments in commercial paper or promissory notes, maturing not more than  270 days after the date of acquisition, issued by a Person (other than the  Company or any of its Subsidiaries), with a rating at the time as of which any  Investment therein is made of "P-1" (or higher) according to Moody's or "A-1"  (or higher) according to S&P (or, in either case, the equivalent of such  rating by such organization or, if no rating of S&P or Moody's then exists,  the equivalent of such rating by any internationally recognized rating  organization); and 

(5)          Investments in securities maturing not more than one year after the date of  acquisition issued or fully guaranteed by any state, commonwealth or territory  in the United States of America or any European Union member state, or by any  political subdivision or taxing authority of any such state, commonwealth or  territory, country or member state, and rated at "A" by S&P or "A-1" by  Moody's. 

        "*TrademarksPledge*" means the Agreement on Pledge of Trademarks dated on or about theIssue Date between the Joint Security Agent and the Issuer pursuant to which theIssue pledges to the Joint Security Agent certain trademarks owned by the Issuerspecified therein to secure the Obligations of the Issuer to any Senior Creditorunder or in connection with any Senior Finance Document. 

        "*TrustOfficer*" means the Chairman of the Board, the President or any other officeror assistant officer of the Trustee assigned by the Trustee to administer itscorporate trust matters. 

        "*UnrestrictedSubsidiary*" means: 

(1)          any Subsidiary of the Company that at the time of determination shall be  designated an Unrestricted Subsidiary by the Board of Directors in the manner  provided below; and 

(2)         any  Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of theCompany (other than Midco or the Issuer) (including any newly acquired or newlyformed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary orany of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds anyLien on any property of, the Company or any other Subsidiary of the Company thatis not a Subsidiary of the Subsidiary to be so designated; *provided, however*,that either (A) the Subsidiary to be so designated has total assets of €1,000 orless or (B) if such Subsidiary has assets greater than €1,000, such designationwould be permitted under Section 4.03. 

The Board of Directors may designate any UnrestrictedSubsidiary to be a Restricted Subsidiary; *provided, however*, thatimmediately after giving effect to such designation (A)(x) the Company couldIncur € 1.00 of additional Indebtedness under Section 4.02(a) or (y) theConsolidated Leverage Ratio for the Company and its Restricted Subsidiarieswould be no more than such ratio for the Company and its Restricted Subsidiariesimmediately prior to such designation, in each case on a *pro forma* basistaking into account such designation and (B) no Default shall have occurred andbe continuing. Any 

33

such designation by the Board of Directors shall be evidencedto the Trustee by promptly filing with the Trustee a copy of the resolution ofthe Board of Directors giving effect to such designation and an Officers'Certificate certifying that such designation complied with the foregoingprovisions. 

        "*U.S.Government Obligations*" means direct obligations (or certificatesrepresenting an ownership interest in such obligations) of the United States ofAmerica (including any agency or instrumentality thereof) for the payment ofwhich the full faith and credit of the United States of America is pledged andwhich are not callable at the issuer's option. 

        "*Voting Stock*"of a Person means all classes of Capital Stock of such Person then outstandingand normally entitled (without regard to the occurrence of any contingency) tovote in the election of directors, managers or trustees thereof. 

        "*WhollyOwned Subsidiary*" means a Restricted Subsidiary all the Capital Stock ofwhich (other than directors' qualifying shares) is owned by the Company or oneor more other Wholly Owned Subsidiaries. 

34
 SECTION 1.02. Other    Definitions.   Defined in TermSection    "Additional Amounts"4.15(b), Appendix "Additional    Intercreditor Agreement"4.16(a) "Affiliate    Transaction"4.08(a) "Agent Members"Appendix "Applicable    Procedures"Appendix "Authorized Agent"12.08 "Bankruptcy Law"6.01 "Change of Control    Offer"4.06(b) "Change of Control    Payment"4.06(a) "Change of Control    Payment Date"4.06(b) "Clearstream"Appendix "Company"Preamble "covenant defeasance    option"8.01(b) "Custodian"6.01 "Definitive Security"Appendix "Depositary"Appendix "ECOFIN"2.03(a) "Euroclear"Appendix "Event of Default"6.01 "Excess Proceeds"4.05(c) "Global Security"Appendix "Global Securities    Legend"Appendix "Guaranteed    Obligations"10.01(a) "Indenture"Appendix "Initial Purchasers"Appendix "Intercreditor    Agreements"4.16(b) "Issuer"Preamble "Joint Security Agent"Preamble "legal defeasance    option"8.01(b) "Midco"Preamble "Option of Holder to    Elect Purchase"4.06(b)(6) "Payor"4.15 "Paying Agent"2.03(a) "protected purchaser"2.07 "Purchase Agreement"Appendix "QIB"Appendix "Qualified    Institutional Buyer"Appendix "Registrar"2.03(a) "Regulation S"Appendix "Regulation S Global    Security"Appendix "Regulation S    Securities"Appendix

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  Defined in TermSection    "Regulation 144A"Appendix "Relevant Taxing    Jurisdiction4.15(a) "Resale Restriction    Termination Date"Appendix "Restricted Period"Appendix "Restricted Securities    Legend"Appendix "Rule 144A"Appendix "Rule 144A Global    Security"Appendix "Rule 144A Securities"Appendix "Securities"Preamble "Securities Act"Appendix "Securities Custodian"Appendix "Successor Company"5.01(a)(1) "Taxes"4.15(a) "Transfer Restricted    Securities"Appendix "Trustee"Preamble   
        SECTION 1.03. Rules of Construction. Unless the context otherwise requires: 

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

        (b)       an accounting term not otherwise defined has the meaning assigned to it inaccordance with GAAP; 

        (c)       "or" is not exclusive; 

        (d)       "including" means including without limitation; 

        (e)        words in the singular include the plural and words in the plural include thesingular; and 

        (f)        unsecured Indebtedness shall not be deemed to be subordinate or junior tosecured Indebtedness merely by virtue of its nature as unsecured Indebtedness.

ARTICLE 2 

The Securities 

        SECTION 2.01. Form and Dating. Provisions relating to the Securities are set forth in theAppendix, which is hereby incorporated in and expressly made a part of thisIndenture. The Securities and the Trustee's certificate of authentication shalleach be substantially in the form of Exhibit A hereto, which is herebyincorporated in and expressly made a part of this Indenture. The Securities mayhave notations, legends or endorsements required by law, stock exchange rule,agreements to which the Issuer or 

36

any Guarantor is subject, if any, or usage, *provided*that any such notation, legend or endorsement is in a form acceptable to theIssuer and the Trustee. Each Security shall be dated the date of itsauthentication. The Securities shall be issuable only in registered form withoutinterest coupons and only in minimum denominations of €50,000 and wholemultiples of €1,000 in excess thereof. 

        SECTION 2.02. Execution and Authentication. Two Officers that are members of the Board ofDirectors of the Issuer shall sign the Securities for the Issuer by manual orfacsimile signature. 

        If an Officer whosesignature is on a Security no longer holds that office at the time the Trusteeauthenticates the Security, the Security shall be valid nevertheless. 

        ASecurity shall not be valid until an authorized signatory of the Trusteemanually signs the certificate of authentication on the Security. The signatureshall be conclusive evidence that the Security has been authenticated under thisIndenture. 

        The Trustee shallauthenticate and make available for delivery Securities as set forth in theAppendix. 

        The Trustee mayappoint an authenticating agent reasonably acceptable to the Issuer toauthenticate the Securities. Any such appointment shall be evidenced by aninstrument signed by a Trust Officer, a copy of which shall be furnished to theIssuer. Unless limited by the terms of such appointment, an authenticating agentmay authenticate Securities whenever the Trustee may do so. Each reference inthis Indenture to authentication by the Trustee includes authentication by suchagent. An authenticating agent has the same rights as any Registrar, PayingAgent or agent for service of notices and demands. 

        SECTION 2.03. Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain anoffice or agency where Securities may be presented for registration of transferor for exchange (the "*Registrar*") and an office or agency whereSecurities may be presented for payment (the "*Paying Agent*"). TheRegistrar shall keep a register of the Securities and of their transfer andexchange. The Issuer may have one or more co-registrars and one or moreadditional paying agents. The term "Paying Agent" includes any additional payingagent, and the term "Registrar" includes any co-registrars. The Issuer initiallyappoints J.P. Morgan Bank Luxembourg S.A. as Registrar. The Issuer alsoinitially appoints JPMorgan Chase Bank as Paying Agent in connection with theSecurities. In addition, the Issuer undertakes that it will ensure that itmaintains a Paying Agent in a member state of the European Union that is notobliged to withhold or deduct tax pursuant to European Council Directive2003/48/EC or any other Directive implementing the conclusions of the EuropeanCouncil of Economics and Finance Ministers ("*ECOFIN*") meeting of November26-27, 2000 or any law implementing or complying with, or introduced in order toconform to, such Directive. 

        (b)        So long as the Securities are listed on the Luxembourg Stock Exchange and itsrules so require, a paying agent and transfer agent will be maintained in 

 

37

        Luxembourg at alltimes that payments are required to be made in respect of the Securities. TheIssuer initially appoints J.P. Morgan Bank Luxembourg S.A. as its transfer agentin Luxembourg and Dexia Banque Internationale à Luxembourg société anonyme asits Paying Agent in Luxembourg. 

        (c)        The Issuer shall enter into an appropriate agency agreement with any Registrar,Paying Agent or transfer agent not a party to this Indenture. The agreementshall implement the provisions of this Indenture that relate to such agent. TheIssuer shall notify the Trustee of the name and address of any such agent. Ifthe Issuer fails to maintain a Registrar, Paying Agent or transfer agent, theTrustee shall act as such and shall be entitled to appropriate compensationtherefor pursuant to Section 7.07. The Company or any Restricted Subsidiary mayact as Paying Agent, Registrar, or transfer agent. 

        (d)        The Issuer may change any Registrar, Paying Agent or transfer agent upon writtennotice to such Registrar or Paying Agent and to the Trustee; *provided,however*, that no such removal shall become effective until (i) acceptance ofan appointment by a successor as evidenced by an appropriate agreement enteredinto by the Issuer and such successor Registrar, Paying Agent or transfer agent,as the case may be, and delivered to the Trustee or (ii) notification to theTrustee that the Trustee shall, to the extent that it determines that it isable, serve as Registrar, Paying Agent or transfer agent until the appointmentof a successor in accordance with clause (i) above; *provided, further,*that in no event may the Issuer appoint a Paying Agent in any member state ofthe European Union where the Paying Agent would be obliged to withhold or deducttax in connection with any payment made by it in relation to the Securitiesunless the Paying Agent would be so obliged if it were located in all othermember states. The Registrar or Paying Agent may resign by providing 30 dayswritten notice to the Issuer and the Trustee. For so long as the Securities arelisted on the Luxembourg Stock Exchange and its rules so require, the Issuerwill publish a notice of any change of Paying Agent, Registrar or transfer agentin a newspaper having a general circulation in Luxembourg. 

        SECTION 2.04. Paying Agent to Hold Money in Trust. No later than 10:00 a.m. London time onthe Business Day immediately preceding each due date of the principal of andinterest on any Security, the Issuer shall deposit with the Paying Agent (or ifthe Issuer, the Company or a Restricted Subsidiary of the Company is acting asPaying Agent, segregate and hold in trust for the benefit of the Personsentitled thereto) a sum sufficient to pay such principal and interest when sobecoming due. The Issuer shall require each Paying Agent to agree in writingthat the Paying Agent shall hold in trust for the benefit of Holders or theTrustee all money held by the Paying Agent for the payment of principal of andinterest on the Securities, and shall notify the Trustee of any default by theIssuer in making any such payment. If the Issuer or a Restricted Subsidiary actsas Paying Agent, it shall segregate the money held by it as Paying Agent andhold it as a separate trust fund. The Issuer at any time may require a PayingAgent to pay all money held by it to the Trustee and to account for any fundsdisbursed by the Paying Agent. Upon complying with this Section, the PayingAgent shall have no further liability for the money delivered to theTrustee. 

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        SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form as isreasonably practicable the most recent list available to it of the names andaddresses of Holders. If the Trustee is not the Registrar, the Issuer shallfurnish, or cause the Registrar to furnish, to the Trustee, in writing at leastfive Business Days before each interest payment date and at such other times asthe Trustee may request in writing, a list in such form and as of such date asthe Trustee may reasonably require of the names and addresses of Holders. 

        SECTION 2.06. Transfer and Exchange. The Securities shall be issued in registered form andshall be transferable only upon the surrender of a Security for registration oftransfer and in compliance with the Appendix. When a Security is presented tothe Registrar with a request to register a transfer, the Registrar shallregister the transfer as requested if its requirements therefor are met. WhenSecurities are presented to the Registrar with a request to exchange them for anequal principal amount of Securities of other denominations, the Registrar shallmake the exchange as requested if the same requirements are met. To permitregistration of transfers and exchanges, the Issuer shall execute and theTrustee shall authenticate Securities at the Registrar's request. The Issuer mayrequire payment of a sum sufficient to pay all taxes, assessments or othergovernmental charges in connection with any transfer or exchange pursuant tothis Section. The Issuer shall not be required to make and the Registrar neednot register transfers or exchanges of Securities selected for redemption(except, in the case of Securities to be redeemed in part, the portion thereofnot to be redeemed) or any Securities for a period of 15 days before a selectionof Securities to be redeemed. 

        Prior to the duepresentation for registration of transfer of any Security, the Issuer, theGuarantors, the Trustee, the Paying Agent, and the Registrar may deem and treatthe Person in whose name a Security is registered as the absolute owner of suchSecurity for the purpose of receiving payment of principal of and (subject toparagraph 2 of the Securities) interest, if any, on such Security and for allother purposes whatsoever, whether or not such Security is overdue, and none ofthe Issuer, any Guarantor, the Trustee, the Paying Agent, or the Registrar shallbe affected by notice to the contrary. 

        Any Holder of aGlobal Security shall, by acceptance of such Global Security, agree thattransfers of beneficial interest in such Global Security may be effected onlythrough a book-entry system maintained by (a) the Holder of such Global Security(or its agent) or (b) any Holder of a beneficial interest in such GlobalSecurity, and that ownership of a beneficial interest in such Global Securityshall be required to be reflected in a book entry. 

        AllSecurities issued upon any transfer or exchange pursuant to the terms of thisIndenture shall evidence the same debt and shall be entitled to the samebenefits under this Indenture as the Securities surrendered upon such transferor exchange. 

        SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to theRegistrar or if the Holder of a Security claims that the Security has been lost,destroyed or wrongfully taken, the Issuer shall issue and the Trustee shallauthenticate a replacement Security if the requirements of Section 8-405 of theUniform 

39

Commercial Code are met, such that the Holder (a) notifies theIssuer or the Trustee within a reasonable time after such Holder has notice ofsuch loss, destruction or wrongful taking and the Registrar does not register atransfer prior to receiving such notification, (b) makes such request to theIssuer or the Trustee prior to the Security being acquired by a protectedpurchaser as defined in Section 8-303 of the Uniform Commercial Code (a "*protectedpurchaser*") and (c) satisfies any other reasonable requirements of theTrustee. If required by the Trustee or the Issuer, such Holder shall furnish anindemnity bond sufficient in the judgment of the Trustee and the Issuer toprotect the Issuer, the Trustee, the Paying Agent and the Registrar from anyloss that any of them may suffer if a Security is replaced. The Issuer and theTrustee may charge the Holder for their expenses in replacing a Securityincluding fees and expenses of counsel. In the event any such mutilated, lost,destroyed or wrongfully taken Security has become or is about to become due andpayable, the Issuer in its discretion may pay such Security instead of issuing anew Security in replacement thereof. 

        Every replacementSecurity is an additional obligation of the Issuer. 

        Theprovisions of this Section 2.07 are exclusive and shall preclude (to the extentlawful) all other rights and remedies with respect to the replacement or paymentof mutilated, lost, destroyed or wrongfully taken Securities. 

        SECTION 2.08. Outstanding Securities. Securities outstanding at any time are allSecurities authenticated by the Trustee except for those canceled by it, thosedelivered to it for cancellation and those described in this Section as notoutstanding. Subject to Section 12.04, a Security does not cease to beoutstanding because the Issuer or an Affiliate of the Issuer holds the Security.

        If a Security isreplaced pursuant to Section 2.07, it ceases to be outstanding unless theTrustee and the Issuer receive proof satisfactory to them that the replacedSecurity is held by a protected purchaser. 

        If the Paying Agentsegregates and holds in trust, in accordance with this Indenture, on aredemption date or maturity date money sufficient to pay all principal andinterest payable on that date with respect to the Securities (or portionsthereof) to be redeemed or maturing, as the case may be, and the Paying Agent isnot prohibited from paying such amount to the Holders on that date pursuant tothe terms of this Indenture or the Intercreditor Agreement, then on and afterthat date such Securities (or portions thereof) cease to be outstanding andinterest on them ceases to accrue. 

        SECTION 2.09. Temporary Securities. In the event that Definitive Securities are to beissued under the terms of this Indenture, until such Definitive Securities areready for delivery, the Issuer may prepare and the Trustee shall authenticatetemporary Securities. Temporary Securities shall be substantially in the form ofDefinitive Securities but may have variations that the Issuer considersappropriate for temporary Securities. Without unreasonable delay, the Issuershall prepare and the Trustee shall authenticate Definitive Securities anddeliver them in 

40

exchange for temporary Securities upon surrender of suchtemporary Securities at the office or agency of the Issuer, without charge tothe Holder. 

        SECTION 2.10. Cancellation. The Issuer at any time may deliver Securities to the Trusteefor cancellation. The Registrar and the Paying Agent shall forward to theTrustee any Securities surrendered to them for registration of transfer,exchange or payment. The Trustee and no one else shall cancel all Securitiessurrendered for registration of transfer, exchange, payment or cancellation andshall dispose of canceled Securities in accordance with its customary proceduresor deliver canceled Securities to the Issuer pursuant to written direction by anOfficer of the Issuer. Certification of the destruction of all canceledSecurities shall be delivered to the Issuer. The Issuer may not issue newSecurities to replace Securities it has redeemed, paid or delivered to theTrustee for cancellation. The Trustee shall not authenticate Securities in placeof canceled Securities other than pursuant to the terms of this Indenture.

        SECTION 2.11. Defaulted Interest. If the Issuer defaults in a payment of interest on theSecurities, the Issuer shall pay the defaulted interest (plus interest on suchdefaulted interest to the extent lawful) in any lawful manner. The Issuer maypay the defaulted interest to the Persons who are Holders on a subsequentspecial record date. The Issuer shall fix or cause to be fixed any such specialrecord date and payment date, *provided* that no such special record dateshall be less than 10 days prior to the related payment date for such defaultedinterest. The Issuer shall promptly mail or cause to be mailed to each Holderand the Trustee a notice that states the special record date, the payment dateand the amount of defaulted interest to be paid. 

        SECTION 2.12. Common Codes and ISIN Numbers. The Issuer in issuing the Securities may useCommon Codes and ISIN numbers (if then generally in use) and, if so, the Trusteeshall use Common Codes and ISIN numbers in notices of redemption as aconvenience to Holders; *provided, however*, that any such notice may statethat no representation is made as to the correctness of such numbers either asprinted on the Securities or as contained in any notice of a redemption and thatreliance may be placed only on the other identification numbers printed on theSecurities, and any such redemption shall not be affected by any defect in oromission of such numbers. The Issuer will promptly notify the Trustee of anychange in the Common Code or ISIN numbers. 

ARTICLE 3 

Redemption 

        SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Securities pursuant toparagraph 5 or 6 of the Securities, it shall notify the Trustee of theredemption date and the principal amount of Securities to be redeemed and thesection of the Security pursuant to which the redemption will occur. 

        The Issuer shallgive each notice to the Trustee provided for in this Article 3 at least 30 days,but not more than 60 days, before the redemption date. In the

41

case of a redemption pursuant to paragraph 5 of theSecurities, such notice shall be accompanied by an Officers' Certificate fromthe Issuer to the effect that such redemption will comply with the conditionsherein. 

        In the case of aredemption provided for by paragraph 6 of the Security, prior to the publicationof any such notice of redemption, the Issuer will deliver to the Trustee (i) anOfficers' Certificate stating that the Issuer, or the Guarantor, as applicable,cannot avoid its obligations to pay Additional Amounts by taking reasonablemeasures available to it and (ii) an Opinion of Counsel from independent taxcounsel to the effect that the Issuer or the Guarantor, as applicable, has orwill become obligated to pay such Additional Amounts as a result of a change inthe tax laws or regulations or the application or interpretation of such laws orregulations. The Trustee will accept such Officers' Certificate and Opinion ofCounsel as sufficient existence of the satisfaction of the conditions precedentdescribed above, in which event it will be conclusive and binding on theHolders. Any such notice may be canceled at any time prior to notice of suchredemption being mailed to any Holder and shall thereby be void and of noeffect. 

        SECTION 3.02. Selection of Securities To Be Redeemed. If fewer than all the Securities areto be redeemed, the Trustee shall arrange for the selection of the Securities tobe redeemed as follows: (i) if the Securities to be purchased or redeemed arelisted on any securities exchange, in compliance with the requirements of theprincipal securities exchange on which the Securities are listed as confirmed tothe Trustee by the Issuer; or (ii) if the rules of any such exchange do notprovide any such requirements or if the Securities to be redeemed or purchasedare not listed on any securities exchange, on a pro rata basis, by lot or bysuch other method as the Trustee deems fair and appropriate and in accordancewith the applicable procedures of Euroclear and Clearstream. The Trustee mayselect for redemption portions of the principal amount of Securities that havedenominations larger than €50,000. Securities and portions of them the Trusteeselects shall be in principal amounts of €1,000 or a whole multiple of €1,000;*provided*, however, that, after giving effect to such redemption, theapplicable outstanding Security shall have a denomination of no less than€50,000. Provisions of this Indenture that apply to Securities called forredemption also apply to portions of Securities called for redemption. TheTrustee shall notify the Issuer promptly of the Securities or portions ofSecurities to be redeemed. 

        SECTION 3.03. Notice of Redemption. (a) At least 30 days, but not more than 60 days beforea date for redemption of Securities, the Issuer shall deliver a notice ofredemption to Euroclear and Clearstream, as applicable, for communication toentitled account Holders or, alternatively, publish such notice of redemption ina leading English language daily newspaper published in the City of London orsuch other English language daily newspaper with general circulation in Europeas the Trustee may approve. So long as the Securities are listed on theLuxembourg Stock Exchange and its rules so require, all notices to Holders willalso be published in the *Luxemburger Wort*or in another daily newspaperpublished in Luxembourg approved by the Trustee. In the case of DefinitiveSecurities, notices will be mailed to Holders by first-class mail at theirrespective addresses as they appear on the records of the Registrar. Noticesgiven by publication will be deemed given on the first date on which publicationis made. Notices 

42

delivered to Euroclear and Clearstream will be deemed given onthe date when delivered. Notices given by first class mail, postage paid, willbe deemed given five calendar days after mailing whether or not the addresseereceives it; *provided, however*, that any notice of a redemption providedfor by paragraph 6 of the Securities shall not be given earlier than 90 daysprior to the earliest date on which the Issuer or a Guarantor, as the case maybe, would be obligated to make a payment of Additional Amounts were a payment inrespect of the Securities then due and payable and unless at the time suchnotice is given, such obligation to pay such Additional Amounts remains ineffect. 

The notice shall identify the Securities to be redeemed andshall state: 

(1)         the  redemption date; 

(2)         the  redemption price, and, if applicable, the appropriate calculation of such  redemption price and the amount of accrued interest to the redemption date;  

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

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

(5)         if fewer  than all the outstanding Securities are to be redeemed, the certificate  numbers and principal amounts of the particular Securities to be redeemed;  

(6)         that,  unless the Issuer defaults in making such redemption payment or the Paying  Agent is prohibited from making such payment pursuant to the terms of this  Indenture, interest on Securities (or portion thereof) called for redemption  ceases to accrue on and after the redemption date; 

(7)         the  Common Codes or ISIN number, if any, printed on the Securities being redeemed;  and 

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

        (b)        At the Issuer's request, the Trustee shall give the notice of redemption in theIssuer's name and at the Issuer's expense. In such event, the Issuer shallprovide the Trustee with the information required and within the time periodsspecified by this Section. 

        SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is delivered,Securities called for redemption become due and payable on the redemption dateand at the redemption price stated in the notice. Upon surrender to the PayingAgent, such Securities shall be paid at the redemption price stated in thenotice, 

43

plus accrued interest, if any, to the redemption date; *provided, however*, that if the redemption date is after a regular recorddate and on or prior to the interest payment date, the accrued interest shall bepayable to the Holder of the redeemed Securities registered on the relevantrecord date. Failure to give notice or any defect in the notice to any Holdershall not affect the validity of the notice to any other Holder. 

        SECTION 3.05. Deposit of Redemption Price. No later than 10:00 a.m. London time on theBusiness Day immediately preceding the redemption date, the Issuer shall depositwith the Paying Agent (or, if the Issuer or a Restricted Subsidiary of theIssuer is the Paying Agent, shall segregate and hold in trust) money sufficientto pay the redemption price of and accrued interest on all Securities orportions thereof to be redeemed on that date other than Securities or portionsof Securities called for redemption that have been delivered by the Issuer tothe Trustee for cancellation. On and after the redemption date, interest shallcease to accrue on Securities or portions thereof called for redemption so longas the Issuer has deposited with the Paying Agent funds sufficient to pay theprincipal of, plus accrued and unpaid interest, if any, on, the Securities to beredeemed, unless the Paying Agent is prohibited from making such paymentpursuant to the terms of this Indenture. 

        SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemedin part, the Issuer shall execute and the Trustee shall authenticate for theHolder (at the Issuer's expense) a new Security equal in principal amount to theunredeemed portion of the Security surrendered. 

ARTICLE 4 

Covenants 

        SECTION 4.01. Payment of Securities. The Issuer shall promptly pay the principal of andinterest on the Securities on the dates and in the manner provided in theSecurities and in this Indenture. Principal and interest shall be consideredpaid on the date due if on such date the Trustee or the Paying Agent holds inaccordance with this Indenture money sufficient to pay all principal andinterest then due and the Trustee or the Paying Agent, as the case may be, isnot prohibited from paying such money to the Holders on that date pursuant tothe terms of this Indenture. 

        The Issuer shallpay interest on overdue principal at the rate specified therefor in theSecurities. The Issuer shall pay interest on overdue installments of interest atthe same rate to the extent lawful. 

        SECTION 4.02. Limitation on Indebtedness. (a) The Company will not, and will not permitany Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness;*provided, however*, that the Issuer and Restricted Subsidiaries of theCompany (other than Midco) will be entitled to Incur Indebtedness, and theCompany and Finance Subsidiaries will be entitled to Incur PermittedSubordinated Indebtedness if, on the date of such Incurrence and after givingeffect thereto on a pro forma basis the Consolidated Leverage Ratio would beless than 5.0 to 1.0; *provided further*, *however*, 

44

that neither the Company nor any Restricted Subsidiary shallIncur Public Debt pursuant to this clause (a) other than Permitted Public Debt.

        (b)        Notwithstanding the foregoing paragraph (a), the Company and the RestrictedSubsidiaries will be entitled to Incur any or all of the following Indebtedness:

        (1)        Indebtedness Incurred pursuant to the Credit Agreement; *provided, however*,that, after giving effect to any such Incurrence, the aggregate principal amountof all Indebtedness Incurred under this clause (1) and then outstanding does notexceed CZK 7,865 million*less* the sum of all principal payments made (ordeemed to be made) from time to time after the Issue Date with respect to suchIndebtedness pursuant to Section 4.05 (a)(3), (b)(3) or (c)(1); 

        (2)        Indebtedness owed to and held by the Company or a Restricted Subsidiary; *provided, however*, that (A) any subsequent issuance or transfer of anyCapital Stock which results in any such Restricted Subsidiary ceasing to be aRestricted Subsidiary or any subsequent transfer of such Indebtedness by theholder of such Indebtedness (other than to the Company or a RestrictedSubsidiary) shall be deemed, in each case, to constitute the Incurrence of suchIndebtedness by the obligor thereon, (B) if the Issuer is the obligor on suchIndebtedness, such Indebtedness is expressly subordinated to the prior paymentin full in cash of all obligations with respect to the Securities, and (C) if aGuarantor is the obligor on such Indebtedness, such Indebtedness is expresslysubordinated to the prior payment in full in cash of all obligations of suchGuarantor with respect to its Guarantee; 

        (3)        the Securities; 

        (4)        Indebtedness outstanding on the Issue Date (other than Indebtedness underSection 4.02(b)(1), (2) or (3)); 

        (5)        Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior tothe date on which such Subsidiary was acquired by the Company or a RestrictedSubsidiary (other than Indebtedness Incurred in connection with, or to provideall or any portion of the funds or credit support utilized to consummate, thetransaction or series of related transactions pursuant to which such Subsidiarybecame a Subsidiary or was acquired by the Company or a Restricted Subsidiary);*provided, however*, that on the date of such acquisition and after giving*pro forma* effect thereto, (A) the Company would have been entitled toIncur at least €1.00 of additional Indebtedness pursuant to Section 4.02(a) or(B) the Consolidated Leverage Ratio would not be greater than it was immediatelyprior to giving effect to such acquisition; 

        (6)        Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section4.02 (a) or Section 4.02(b)(3), (4), (5) or (6); *provided, however*, thatto the extent such Refinancing Indebtedness directly or indirectly RefinancesIndebtedness of a Restricted Subsidiary Incurred pursuant to Section 4.02(b)(5), such Refinancing Indebtedness shall be Incurred only by such RestrictedSubsidiary, the Issuer or a Guarantor (other than Midco); 

45

        (7)        Indebtedness of theCompany or any Restricted Subsidiary (other than Midco) owed to a nationalgovernment or agency thereof Incurred in connection with deferred paymentarrangements in respect of the acquisition of a telecommunications license in anaggregate principal amount which, when added together with the amount of otherIndebtedness Incurred pursuant to this Section 4.02(b) (7) and then outstanding,does not exceed the amount of Indebtedness permitted to be Incurred at the timeunder Section 4.02(b)(1); 
        (8)        Hedging Obligationsconsisting of (A) Interest Rate Agreements related to Indebtedness permitted tobe Incurred by the Company and its Restricted Subsidiaries pursuant to thisIndenture or (B) Currency Agreements in the ordinary course of financialmanagement of the Company and its Restricted Subsidiaries and not forspeculative purposes; 
        (9)       obligations in respect of performance, bid and surety bonds and completionguarantees provided by the Company or any Restricted Subsidiary in the ordinarycourse of business; 
        (10)        Indebtedness arising from the honouring by a bank or other financial institutionof a check, draft or similar instrument drawn against insufficient funds in theordinary course of business; *provided, however*,that such Indebtedness is extinguished within five Business Days of itsIncurrence; 
        (11)        Indebtedness constituting reimbursement obligations with respect to letters ofcredit, bankers' acceptances or other similar instruments or obligations issuedin the ordinary course of business, including letters of credit in respect ofworkers' compensation claims or other Indebtedness Incurred with respect toreimbursement-type obligations regarding workers' compensation claims or claimsarising under similar legislation and not in connection with the borrowing ofmoney or the obtaining or advance of credit; *provided*that, upon the drawing or other funding of such letters of credit or otherinstruments or obligations, such drawings or fundings are reimbursed within 30days following such drawing or funding; 
        (12)        Indebtedness arising from agreements of the Company or any Restricted Subsidiaryproviding for indemnification, adjustment of purchase price or similarobligations, in each case, Incurred in connection with the disposition of anybusiness, assets or Capital Stock of a Subsidiary, other than guarantees ofIndebtedness Incurred or assumed by any Person acquiring all or any portion ofsuch business, assets or Capital Stock of a Subsidiary for the purpose offinancing such acquisition; *provided, however*,that (A) such Indebtedness shall not be permitted under this Section 4.02(b)(12)to the extent that it is reflected on the balance sheet of the Company or anyRestricted Subsidiary (contingent obligations referred to in a footnote tofinancial statements and not otherwise reflected on the balance sheet will notbe deemed to be reflected on such balance sheet for purposes of this Section4.02(b)(12)(A)) and (B) the maximum liability of the Company and its RestrictedSubsidiaries in respect of all such Indebtedness in respect of any dispositionshall at no time exceed the gross proceeds, including the Fair Market Value ofnon-cash proceeds or obligations (measured at the time received without 

46

giving effect to any subsequent changes in value), actuallyreceived by the Company and its Restricted Subsidiaries in connection with suchdisposition; 

        (13)        Subordinated Shareholder Debt Incurred by the Company or any RestrictedSubsidiary (other than Midco); 

        (14)        Indebtedness constituting unsecured promissory notes of the Company or anyRestricted Subsidiary (other than Midco) owed to employees, former employees,directors or former directors of the Company or its Subsidiaries in connectionwith the purchase, acquisition or redemption of shares of Capital Stock of theCompany or any of its Subsidiaries or of a Parent Company (or any suchIndebtedness owed to a Parent Company or any of its Subsidiaries that providedfunds for any such purchase, acquisition or redemption) in an aggregateprincipal amount which, when added together with the amount of IndebtednessIncurred pursuant to this Section 4.02(b)(14) and then outstanding, does notexceed €5 million; *provided, however*, that (A) if the Issuer is theobligor on such Indebtedness, such Indebtedness is expressly subordinated to theprior payment in full in cash of all obligations with respect to the Securitiesand (B) if a Guarantor is the obligor on such Indebtedness, such Indebtedness isexpressly subordinated to the prior payment in full in cash of all obligationsof such Guarantor with respect to its Guarantee; 

        (15)        Indebtedness owed by the Company or any Restricted Subsidiary to any Personproviding workmen's compensation, health, disability or other employee benefitsor property, casualty or liability insurance to the Company or any or itsRestricted Subsidiaries; 

        (16)        Indebtedness consisting of (A) the Guarantee of the Securities by a Guarantor,(B) a guarantee by the Issuer or a Guarantor (other than Midco) of IndebtednessIncurred pursuant to Section 4.02(a), *provided* that if such Indebtednessis Permitted Subordinated Indebtedness, such guarantee shall be a SubordinatedGuarantee, (C) a guarantee by the Issuer or a Guarantor of Indebtedness Incurredpursuant to Section 4.02(b)(1), (2), (3), (4), (6) (to the extent that suchRefinancing Indebtedness directly or indirectly Refinances Indebtedness Incurredpursuant to Section 4.02(b)(3)) or Section 4.02(b)(8), (D) a guarantee by theIssuer or a Guarantor (other than Midco) of Indebtedness Incurred by the Issueror a Guarantor (other than Midco) pursuant to Section 4.02(b)(5), (7), (9),(11), (12), (14), (15), (17) or (19), or (E) a guarantee by the Issuer or aGuarantor (other than Midco) of Indebtedness Incurred pursuant to Section4.02(b)(6) to the extent that the Refinancing Indebtedness Incurred thereunderdirectly or indirectly Refinances Indebtedness Incurred pursuant to Section4.02(a) (*provided* that if such Indebtedness is Permitted SubordinatedIndebtedness, such guarantee shall be a Subordinated Guarantee) or pursuant toSection 4.02(b)(4), (5) or (6) (if the Indebtedness being Refinanced is Incurredby the Issuer or a Guarantor); 

        (17)        Capital Lease Obligations, Attributable Debt and other Purchase MoneyIndebtedness Incurred to finance the acquisition by the Company or a RestrictedSubsidiary (other than Midco) of assets in the ordinary course of business, andany Refinancing Indebtedness Incurred to Refinance such Indebtedness, in anaggregate 

47

principal amount which, when added together with the amount ofIndebtedness Incurred pursuant to this Section 4.02(b)(17) and then outstanding,does not exceed the greater of €25 million and 5% of the Consolidated TangibleAssets of the Company and its Restricted Subsidiaries; 

        (18)        Subordinated Proceeds Loans; and 

        (19)        Indebtedness of the Company or any Restricted Subsidiary (other than Midco) inan aggregate principal amount which, when taken together with all otherIndebtedness of the Company and its Restricted Subsidiaries outstanding on thedate of such Incurrence (other than Indebtedness permitted by Section 4.02(b)(1)through (18) above or Section 4.02(a)) does not exceed €50.0 million. 

Notwithstanding the foregoing paragraph (b), neither theCompany nor any Restricted Subsidiary shall in any case Incur Public Debtpursuant to paragraph (b) other than Permitted Public Debt Incurred pursuant toSection 4.02(b)(1), (3), (5), (6) (to the extent that the RefinancingIndebtedness Incurred thereunder directly or indirectly Refinances IndebtednessIncurred pursuant to Section 4.02(b)(3),(5) or (6)), (16) or (19) (provided anyPublic Debt Incurred pursuant to Section 4.02(b)(19) is Permitted SubordinatedIndebtedness of the Company or a Finance Subsidiary). 

        (c)        Notwithstanding the foregoing, neither the Issuer nor any Guarantor will Incurany Indebtedness pursuant to the foregoing Section 4.02(b) if the proceedsthereof are used, directly or indirectly, to Refinance any SubordinatedObligations of the Issuer or any Guarantor unless such Indebtedness shall besubordinated to the Securities or the applicable Guarantee to at least the sameextent as such Subordinated Obligations. 

        (d)        For purposes of determining compliance with Section 4.02: 

        (1)        any Indebtedness outstanding under the Credit Agreement will be treated asIncurred on the Issue Date under Section 4.02(b)(1) above; 

        (2)        in the event that an item of Indebtedness (or any portion thereof) meets thecriteria of more than one of the types of Indebtedness described in this Section4.02, the Issuer, in its sole discretion, will be permitted to classify andreclassify such item of Indebtedness (or any portion thereof) from time to time;and 

        (3)        the Issuer will be entitled to divide and classify an item of 

        Indebtedness inmore than one of the types of Indebtedness described in this Section 4.02.

        (e)        For purposes of determining compliance with any euro denominated restriction onthe Incurrence of Indebtedness where the Indebtedness Incurred is denominated ina different currency, the amount of such Indebtedness will be the EuroEquivalent, determined on the date of the Incurrence of such Indebtedness; *provided, however*, that if any such Indebtedness denominated in a differentcurrency is subject to a Currency Agreement with respect to euros, coveringprincipal payable on such Indebtedness, the amount of such Indebtednessexpressed in euros will be as 

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provided in such Currency Agreement. The principal amount ofany Refinancing Indebtedness Incurred in the same currency as the Indebtednessbeing Refinanced will be the Euro Equivalent of the Indebtedness Refinanced,except to the extent that (1) such Euro Equivalent was determined based on aCurrency Agreement, in which case the Refinancing Indebtedness will bedetermined in accordance with the preceding sentence, and (2) the principalamount of the Refinancing Indebtedness exceeds the principal amount of theIndebtedness being Refinanced, in which case the Euro Equivalent of such excess,as appropriate, will be determined on the date such Refinancing Indebtedness isIncurred. Notwithstanding any other provision of this Section 4.02, the maximumamount of Indebtedness that the Company or any Restricted Subsidiary may Incurpursuant to this covenant shall not be deemed to be exceeded solely as a resultof fluctuations in exchange rates or currency values. 

        SECTION 4.03. Limitation on Restricted Payments. (a) The Company will not, and will notpermit any Restricted Subsidiary, directly or indirectly to, make a RestrictedPayment if at the time the Company or such Restricted Subsidiary makes suchRestricted Payment: 

        (1)        a Default shall have occurred and be continuing (or would result therefrom);

        (2)        the Company is not entitled to Incur an additional €1.00 of Indebtednesspursuant to Section 4.02(a); or 

        (3)        the aggregate amount of such Restricted Payment and all other RestrictedPayments since the Issue Date (including the Restricted Payments permitted bySection 4.03(b)(3)) would exceed the sum of (without duplication): 

        (A)          50% of the Consolidated Net Income accrued during the period (treated as one  accounting period) from the beginning of the fiscal quarter immediately  following the fiscal quarter during which the Issue Date occurs to the end of  the most recent fiscal quarter for which consolidated financial statements of  the Company have been provided to Holders pursuant to this Indenture prior to  the date of such Restricted Payment (or, in case such Consolidated Net Income  shall be a deficit, minus 100% of such deficit); plus 

        (B)          100% of the aggregate Net Cash Proceeds received by the Company from the  issuance or sale of its Capital Stock (other than Disqualified Stock)  subsequent to the Issue Date (other than an issuance or sale to a Subsidiary  of the Company and other than an issuance or sale to an employee stock  ownership plan or to a trust established by the Company or any of its  Subsidiaries for the benefit of their employees (to the extent funded by the  Company or any of its Subsidiaries)) and 100% of any cash capital contribution  received by the Company from its shareholders subsequent to the Issue Date;  plus 

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        (C)          the amount by which Indebtedness of the Company is reduced on the Company's  balance sheet upon the conversion or exchange subsequent to the Issue Date of  any Indebtedness of the Company convertible or exchangeable for Capital Stock  (other than Disqualified Stock) of the Company (less the amount of any cash,  or the fair value of any other property, distributed by the Company upon such  conversion or exchange); provided, however, that the foregoing amount shall  not exceed the Net Cash Proceeds received by the Company or any Restricted  Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds  from sales to a Subsidiary of the Company or to an employee stock ownership  plan or to a trust established by the Company or any of its Subsidiaries for  the benefit of their employees (to the extent funded by the Company or any of  its Subsidiaries)); plus 

        (D)          an amount equal to the sum of (i) the net reduction in the Investments (other  than Permitted Investments) made by the Company or any Restricted Subsidiary  in any Person resulting from repurchases, repayments or redemptions of such  Investments by such Person, proceeds realized on the sale of such Investment  and proceeds representing the return of capital (and not dividends and  distributions out of profits), in each case received by the Company or any  Restricted Subsidiary, and (ii) to the extent such Person is an Unrestricted  Subsidiary, the portion (proportionate to the Company's equity interest in  such Subsidiary) of the Fair Market Value of the net assets of such  Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated  a Restricted Subsidiary; provided, however, that the foregoing sum shall not  exceed, in the case of any such Person or Unrestricted Subsidiary, the amount  of Investments (excluding Permitted Investments) previously made (and treated  as a Restricted Payment) by the Company or any Restricted Subsidiary in such  Person or Unrestricted Subsidiary; plus 

        (E)          100% of the cash received by the Company or a Restricted Subsidiary (other  than Midco) in connection with the Incurrence of any Subordinated Shareholder  Debt. 

        (b)        The preceding provisions will not prohibit: 

        (1)        any Restricted Payment made out of the Net Cash Proceeds of the substantiallyconcurrent sale of, or made by exchange for, Capital Stock of the Company (otherthan Disqualified Stock and other than Capital Stock issued or sold to aSubsidiary of the Company or an employee stock ownership plan or to a trustestablished by the Company or any of its Subsidiaries for the benefit of theiremployees (to the extent funded by the Company or any of its Subsidiaries)) or asubstantially concurrent cash capital contribution received by the Company fromits shareholders; *provided*, *however*, that the Net Cash Proceedsfrom such sale or such cash capital contribution (to the extent so used for suchRestricted Payment) shall be excluded from the calculation of amounts underSection 4.03(a)(3)(B); 

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        (2)        any purchase, repurchase, redemption, defeasance or other acquisition orretirement for value of Subordinated Obligations of the Company or a RestrictedSubsidiary made by exchange for, or out of the proceeds of the substantiallyconcurrent Incurrence of, Indebtedness of the Company or a Restricted Subsidiarywhich is permitted to be Incurred pursuant to Section 4.02; 

        (3)        dividends paid within 12 months after the date of declaration thereof if at suchdate of declaration such dividend would have complied with this covenant; *provided*, *however*, that at the time of payment of such dividend, noother Default shall have occurred and be continuing (or result therefrom);

        (4)        so long as no Default has occurred and is continuing, the purchase, redemptionor other acquisition of shares of Capital Stock of the Company or any of itsSubsidiaries from employees, former employees, directors or former directors ofthe Company or any of its Subsidiaries (or permitted transferees of suchemployees, former employees, directors or former directors), pursuant to theterms of the agreements (including employment agreements) or plans (oramendments thereto) approved by the Board of Directors under which suchindividuals purchase or sell or are granted the option to purchase or sell,shares of such Capital Stock; *provided*, *however*, that theaggregate amount of such Restricted Payments (excluding amounts representingcancellation of Indebtedness) shall not exceed €1.0 million in any calendar year(with any unused portion of such €1.0 million with respect to a calendar yearcarried over); 

        (5)        the declaration and payments of dividends on Disqualified Stock issued pursuantto Section 4.02; *provided*, *however*, that at the time of payment ofsuch dividend, no Default shall have occurred and be continuing (or resulttherefrom); 

        (6)        repurchases of Capital Stock deemed to occur upon exercise of stock options ifsuch Capital Stock represents a portion of the exercise price of such options;

        (7)        cash payments in lieu of the issuance of fractional shares in connection withthe exercise of warrants, options or other securities convertible into orexchangeable for Capital Stock of the Company; *provided*, *however*that any such cash payment shall not be for the purpose of evading thelimitation of the covenant described under this subheading (as determined ingood faith by the Board of Directors); 

        (8)        in the event of a Change of Control, and if no Default shall have occurred andbe continuing, the payment, purchase, redemption, defeasance or otheracquisition or retirement of Subordinated Obligations of the Company or anyRestricted Subsidiary, in each case, at a purchase price not greater than 101%of the principal amount (or, if such Subordinated Obligations were issued withoriginal issue discount, not greater than 101% of the accreted value) of suchSubordinated Obligations, plus any accrued and unpaid interest thereon; *provided*, *however*, that prior to such payment, purchase, redemption,defeasance or other acquisition or retirement, the Issuer (or a third party tothe extent permitted by this Indenture) has made a Change of Control Offer withrespect to the Securities as a result of such Change of Control and hasrepurchased all 

51

Securities validly tendered and not withdrawn in connectionwith such Change of Control Offer; 

        (9)        repayment, repurchase, redemption, defeasance or other acquisition or otherretirement for value of intercompany subordinated Indebtedness, the Incurrenceof which was permitted under Section 4.02(b)(2); *provided*, *however*,that no Default has occurred and is continuing or would otherwise resulttherefrom; 

        (10)        in the event of an Asset Disposition that requires the Issuer to offer torepurchase Securities pursuant to Section 4.05, and if no Default shall haveoccurred and be continuing, the payment, purchase, redemption, defeasance orother acquisition or retirement of Subordinated Obligations of the Issuer or anyGuarantor, in each case, at a purchase price not greater than 100% of theprincipal amount (or, if such Subordinated Obligations were issued with originalissue discount, not greater than 100% of the accreted value) of suchSubordinated Obligations, plus any accrued and unpaid interest thereon; *provided*, *however*, that (A) prior to such payment, purchase,redemption, defeasance or other acquisition or retirement, the Issuer has madean offer with respect to the Securities pursuant to Section 4.05 and hasrepurchased all Securities validly tendered and not withdrawn in connection withsuch offer and (B) the aggregate amount of all such payments, purchases,redemptions, defeasances or other acquisitions or retirements of all suchSubordinated Obligations may not exceed the amount of Net Available Cashremaining after giving effect to the offer with respect to the Securities andany other Senior Secured Indebtedness included in such offer; 

        (11)        payments by the Company to a Parent Company pursuant to any tax sharingagreement between them described in Section 4.08(b)(12), but only in amountsthat otherwise would have been payable as income taxes by the Companyattributable to the business of the Company and its Restricted Subsidiaries; and

        (12)        Restricted Payments (other than Restricted Payments permitted pursuant toSection 4.03(a) or (b) (1) through (11)) in an amount which, when taken togetherwith all Restricted Payments made pursuant to this Section 4.03(b)(12), do notexceed €25.0 million; *provided*, *however*, that at the time of eachsuch Restricted Payment, no Default shall have occurred and be continuing (orresult therefrom). 

        SECTION 4.04. Limitation on Liens. The Company will not, and will not permit anyRestricted Subsidiary to, directly or indirectly, Incur or permit to exist anyLien of any nature whatsoever on any of its properties (including Capital Stockof a Restricted Subsidiary), whether owned at the Issue Date or thereafteracquired, securing any Indebtedness, other than Permitted Liens. 

        SECTION 4.05. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company willnot, and will not permit any Restricted Subsidiary to, directly or indirectly,consummate any Asset Disposition of Collateral unless: 

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        (1)        the Company or such Restricted Subsidiary receives consideration at the time ofsuch Asset Disposition at least equal to the Fair Market Value of the shares andassets subject to such Asset Disposition; 

        (2)        at least 75% of the consideration thereof received by the Company or suchRestricted Subsidiary is in the form of cash or cash equivalents; and 

        (3)        an amount equal to 100% of the Net Available Cash received by the Company or anyof its Restricted Subsidiaries from such Asset Disposition is applied by theCompany (or such Restricted Subsidiary, as the case may be) at the Company'selection: 

(A)         to repay  Senior Secured Indebtedness of the Issuer under the Credit Agreement; *provided* that a permanent cancellation of the undrawn commitment under the  Credit Agreement shall be deemed to be a repayment of Secured Senior  Indebtedness to the extent of such cancellation for purposes of this Section  4.05(a)(3)(A); 

(B)         to  acquire Additional Assets, which Additional Assets are concurrently with their  acquisition added to the Collateral securing the Securities; *provided,  however*, that to the extent that the Additional Assets acquired by the  Company and its Restricted Subsidiaries as a result of such Asset Disposition  constitute the Capital Stock of any Person, assets of such Person that are  Collateral and qualify as "Additional Assets" pursuant to clause (1) of the  definition thereof with a Fair Market Value that is equal to or greater than  the Net Available Proceeds received by the Company or any of its Restricted  Subsidiaries in respect of the Collateral that is the subject of such Asset  Disposition are concurrently with the acquisition added to the Collateral  securing the Securities; or 

(C)         to make  (or to cause a Restricted Subsidiary to make) an offer to the holders of the  Securities and to holders of any other Senior Secured Indebtedness to purchase  Securities and purchase or repay such Senior Secured Indebtedness of the  Company or a Restricted Subsidiary pursuant to and subject to the conditions  contained in this Indenture and in such proportionate amounts as the Company  shall determine in its discretion, 

in each case, within twelve months from the later of the dateof such Asset Disposition or the receipt of such Net Available Cash; *provided*,*however*, that in connection with any prepayment, repayment or purchase ofSenior Secured Indebtedness pursuant to clauses (A) and (C) above, the obligorof such Senior Secured Indebtedness shall permanently retire such Senior SecuredIndebtedness and shall cause the related loan commitment (if any) to bepermanently reduced in an amount equal to the principal amount so prepaid,repaid or purchased. 

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Notwithstanding the foregoing provisions of this Section4.05(a), the Company and the Restricted Subsidiaries will not be required toapply any Net Available Cash in accordance with this Section 4.05 except to theextent that the aggregate Net Available Cash from all Asset Dispositions ofCollateral which is not applied in accordance with this Section 4.05(a) exceeds€10.0 million. Pending application of Net Available Cash pursuant to thiscovenant, such Net Available Cash shall be invested in Temporary CashInvestments or applied to temporarily reduce revolving credit indebtedness.

        (b)        The Company will not, and will not permit any Restricted Subsidiary to, directlyor indirectly, consummate any Asset Disposition (other than an Asset Dispositionof Collateral) unless: 

        (1)        the Company or such Restricted Subsidiary receives consideration at the time ofsuch Asset Disposition at least equal to the Fair Market Value (including as tothe value of all non-cash consideration) of the shares and assets subject tosuch Asset Disposition; 

        (2)        at least 75% of the consideration thereof received by the Company or suchRestricted Subsidiary is in the form of cash or cash equivalents; and 

        (3)        an amount equal to 100% of the Net Available Cash received by the Company or anyof its Restricted Subsidiaries from such Asset Disposition is applied by theCompany (or such Restricted Subsidiary, as the case may be): 

        (A)          to prepay, repay, redeem or purchase Senior Indebtedness of the Company or a  Restricted Subsidiary within one year from the later of the date of such Asset  Disposition or the receipt of such Net Available Cash; provided that a  permanent cancellation of the undrawn commitment under the Credit Agreement  shall be deemed to be a repayment of Senior Indebtedness to the extent of such  cancellation for purposes of this clause (b)(3)(A); 

         (B)         to acquire Additional  Assets within one year from the later of the date of such Asset Disposition or  the receipt of such Net Available Cash; or 

        (C)          to make (or to cause a Restricted Subsidiary to make) an offer to the holders  of the Securities (and to holders of other Senior Indebtedness of the Issuer  designated by the Company) to purchase Securities (and such other Senior  Indebtedness of the Company or a Restricted Subsidiary) pursuant to and  subject to the conditions contained in this Indenture; 
*provided, however, that inconnection with any prepayment, repayment or purchase of Indebtedness pursuantto Section 4.05(b)(3) (A) or (C), the obligor of such Indebtedness shallpermanently retire such Indebtedness and shall cause the related loan commitment(if any) to be permanently reduced in an amount equal to the principal amount soprepaid, repaid or purchased. 

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Notwithstanding the foregoing provisions of this Section4.05(b), the Company and the Restricted Subsidiaries will not be required toapply any Net Available Cash in accordance with this covenant except to theextent that the aggregate Net Available Cash from all Asset Dispositions whichis not applied in accordance with Section 4.05(b) exceeds €10.0 million. Pendingapplication of Net Available Cash pursuant to Section 4.05, such Net AvailableCash shall be invested in Temporary Cash Investments or applied to temporarilyreduce revolving credit indebtedness. 

For the purposes of Section 4.05, the following are deemed tobe cash or cash equivalents: 

        (1)        the permanent assumption or discharge of Indebtedness of the Company or anyRestricted Subsidiary; and 

        (2)        securities received by the Company or any Restricted Subsidiary from thetransferee that are converted by the Company or such Restricted Subsidiary intocash within 90 days of the receipt thereof, to the extent of cash received inthat conversion. 

        (c)        If the Company or any Restricted Subsidiary suffers an Event of Loss, an amountequal to 100% of the Net Available Cash received by the Company or any of itsRestricted Subsidiaries from such Event of Loss shall be applied by the Company(or such Restricted Subsidiary, as the case may be) at the Company's election:

        (1)        to repay Senior Secured Indebtedness of the Issuer under the Credit Agreement;*provided* that a permanent cancellation of the undrawn commitment underthe Credit Agreement shall be deemed to be a repayment of Senior SecuredIndebtedness to the extent of such cancellation for purposes of this Section4.05(c)(1); or 

        (2)        to acquire Additional Assets; provided, however, that (x) to the extent that theAdditional Assets acquired by the Company or its Restricted Subsidiaries as aresult of such Event of Loss qualify as "Additional Assets" pursuant to clause(1) of the definition thereof and are Collateral, such Additional Assets areconcurrently with their acquisition added to the Collateral securing theSecurities and (y) to the extent that the Additional Assets acquired by theCompany and its Restricted Subsidiaries as a result of such Event of Lossconstitute the Capital Stock of any Person, assets that are Collateral of suchPerson that qualify as "Additional Assets" pursuant to clause (1) of thedefinition thereof are concurrently with the acquisition added to the Collateralsecuring the Securities; or 

        (3)        to make (or cause a Restricted Subsidiary to make) an offer to the holders ofthe Securities and to holders of any other Senior Secured Indebtedness topurchase Securities and purchase or repay such Senior Secured Indebtedness ofthe Company or a Restricted Subsidiary pursuant to and subject to the conditionscontained in this Indenture and in such proportionate amounts as the Companyshall determine in its discretion, 

55

in each case, within twelve months from the later of the dateof such Event of Loss or the receipt of such Net Available Cash; *provided*,*however*, that in connection with any prepayment, repayment or purchase ofSenior Secured Indebtedness pursuant to Section 4.05(c)(1) and (3) above, theobligor on such Indebtedness shall permanently retire such Senior SecuredIndebtedness and shall cause the related loan commitment (if any) to bepermanently reduced in an amount equal to the principal amount so prepaid,repaid or purchased. 

Notwithstanding the foregoing provisions of this Section4.05(c), the Company and the Restricted Subsidiaries will not be required toapply any Net Available Cash in accordance with this covenant except to theextent that the aggregate Net Available Cash from all Events of Loss which isnot applied in accordance with this Section 4.05(c) exceeds €10.0 million.Pending application of Net Available Cash pursuant to Section 4.05, such NetAvailable Cash shall be invested in Temporary Cash Investments or applied totemporarily reduce revolving credit indebtedness. 

        (d)        In the event of an Asset Disposition or an Event of Loss that requires orpermits the purchase of Securities other Senior Secured Indebtedness or SeniorIndebtedness pursuant to Section 4.05(a)(3)(C), (b)(3)(C) or (c)(3), the Companyor a Restricted Subsidiary will purchase Securities tendered pursuant to anoffer by the Issuer for the Securities and such other Senior SecuredIndebtedness or Senior Indebtedness at a purchase price of 100% of theirprincipal amount (or, in the event such other Senior Secured Indebtedness orSenior Indebtedness was issued with original issue discount, 100% of theaccreted value thereof) without premium, plus accrued but unpaid interest pluscustomary breakage fees, if applicable (or, in respect of such other SeniorSecured Indebted or Senior Indebtedness, such lesser price, if any, as may beprovided for by the terms of such Senior Secured Indebtedness or SeniorIndebtedness) in accordance with the procedures (including prorating in theevent of oversubscription) set forth in this Indenture. If the aggregatepurchase price of the securities tendered exceeds the Net Available Cashallotted to their purchase, the Company or such Restricted Subsidiary willselect the securities to be purchased on a pro rata basis but in rounddenominations, which in the case of the Securities will be denominations of€1,000 principal amount or multiples thereof. The Company shall not be requiredto make such an offer to purchase Securities pursuant to this covenant if theNet Available Cash available therefor is less than €10.0 million (which lesseramount shall be carried forward for purposes of determining whether such anoffer is required with respect to the Net Available Cash from any subsequentAsset Disposition or Event of Loss). Upon completion of such an offer topurchase, Net Available Cash will be deemed to be reduced by the aggregateamount of such offer. 

        (e)        The Company will comply, to the extent applicable, with the requirements ofSection 14(e) of the Exchange Act and any other securities laws or regulationsin connection with the repurchase of Securities pursuant to Section 4.05. To theextent that the provisions of any securities laws or regulations conflict withprovisions of Section 4.05, the Company will comply with the applicablesecurities laws and regulations and will not be deemed to have breached itsobligations under Section 4.05 by virtue of its compliance with such securitieslaws or regulations.

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        SECTION 4.06. Change of Control. (a) If a Change of Control occurs, subject to the termsdescribed under this Section 4.06, each Holder will have the right to requirethe Issuer to repurchase all of such Holder's Securities at a price in cash (the"*Change of Control Payment*") equal to 101% of the aggregate principalamount thereof, plus accrued and unpaid interest, if any, to the date ofpurchase (subject to the right of Holders of record on the relevant record dateto receive interest due on the relevant interest payment date). 

        (b)        No later than the date which is 30 days after a Change of Control, the Issuerwill (or will cause the Trustee, at the expense of the Issuer, to) mail a notice(the "*Change of Control Offer*") to each Holder. If and for so long as theSecurities are listed on the Luxembourg Stock Exchange and the rules of thatexchange so require, the Issuer will publish a copy of such notice in anewspaper of general circulation in Luxembourg. Such notice shall contain thefollowing information: 

        (1)        that a Change of Control has occurred and that such Holder has the right torequire the Issuer to purchase such Holder's Securities at a purchase price incash equal to 101% of the principal amount thereof on the date of purchase, plusaccrued and unpaid interest, if any, to the date of purchase (subject to theright of Holders of record on the relevant record date to receive interest onthe relevant interest payment date); 

        (2)        the circumstances and relevant facts regarding such Change of Control(including, without limitation, to the extent that would be material to Holdersof the Securities, information with respect to *pro forma* historicalincome, cash flow and capitalization, in case after giving effect to such Changeof Control; 

        (3)        the purchase price and the purchase date, which will be no earlier than 30 daysnor later than 60 days from the date such notice is given (the "*Change ofControl Payment Date*"); 

        (4)        any Security not properly tendered will remain outstanding and continue toaccrue interest; 

        (5)        unless the Issuer defaults in the payment of the Change of Control Payment, allSecurities accepted for payment pursuant to the Change of Control Offer willcease to accrue interest on the Change of Control Payment Date; 

        (6)        Holders electing to have any Securities purchased pursuant to a Change ofControl Offer will be required to surrender the Securities, with the formentitled "*Option of Holder to Elect Purchase*" on the reverse of theSecurities completed, to the Paying Agent at the address specified in the noticeor to the Paying Agent at its office in Luxembourg prior to the close ofbusiness on the third Business Day preceding the Change of Control Payment Date;*provided, however*, that in relation to any Book Entry Interest, a holderof such Book Entry Interests may exercise its option to have such Book EntryInterest purchased through the facilities of Euroclear and/or Clearstream, asapplicable, in each case, subject to their rules and regulations; 

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        (7)        Holders will be entitled to withdraw their tendered Securities and theirelection to require the Issuer to purchase such Securities if the Paying Agentreceives, not later than the close of business on the last day of the OfferPeriod (as defined in this Indenture), a telegram, telex, facsimile transmissionor letter setting forth the name of such Holder, the principal amount ofSecurities tendered for purchase, and a statement that such Holder iswithdrawing its tendered Securities and its election to have such Securitiespurchased; and 

        (8)        if applicable, a Holder whose Definitive Securities are being purchased in partwill be issued new Definitive Securities equal in principal amount to theunpurchased portion of the Securities surrendered, which unpurchased portionmust have a minimum principal amount of €50,000 and be an integral multiple of€1,000. 

        (c)        The Issuer will comply, to the extent applicable, with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulations,including any securities laws of Luxembourg and the Czech Republic, to theextent such laws or regulations are applicable in connection with the repurchaseof the Securities pursuant to a Change of Control Offer. To the extent that theprovisions of any securities laws or regulations conflict with the provisions ofthis Indenture, the Issuer will comply with the applicable securities laws andregulations and shall not be deemed to have breached its obligations describedin this Indenture by virtue thereof. 

        (d)        On the Change of Control Payment Date, if the Change of Control shall haveoccurred, the Issuer will, to the extent permitted by law: 

        (1)        accept for payment all Securities or portions thereof properly tendered pursuantto the Change of Control Offer; 

        (2)        deposit with the Paying Agent an amount equal to the aggregate Change of ControlPayment in respect of all Securities or portions thereof so tendered; 

        (3)        deliver, or cause to be delivered, to the Trustee an Officers' Certificate inform and substance satisfactory to the Trustee setting forth the Securities orportions thereof that have been tendered to and purchased by the Issuer in theChange of Control Offer; 

        (4)        deliver, or cause to be delivered, to the Paying Agent the Global Securities inorder to reflect thereon the portion of such Securities or portions thereof thathave been tendered to and purchased by the Issuer; and 

        (5)        deliver, or cause to be delivered, to the relevant Registrar for cancellationall Definitive Securities accepted for purchase by the Issuer. 

        (e)        The Paying Agent will promptly mail to each Holder of Definitive Securitiesproperly tendered the Change of Control Payment for such Securities, and theTrustee will promptly authenticate and mail to each Holder of DefinitiveSecurities a new Security equal in principal amount to any unpurchased portionof the Securities surrendered; *provided*that each such new Security willbe in a principal amount that is at 

58

least €50,000 and an integral multiple of €1,000. The Issuerwill publicly announce the results of the Change of Control Offer on or as soonas practicable after the Change of Control Payment Date. 

        (f)        Subject to Article 8 or a notice of redemption being given in respect of all ofthe Securities pursuant to Article 3, the provisions described in this Section4.06 that require the Issuer to make a Change of Control Offer will beapplicable whether or not any other provisions of this Indenture are applicable.

        (g)        The Issuer will not be required to make a Change of Control Offer if a thirdparty makes the Change of Control Offer in the manner, at the times andotherwise in compliance with the requirements set forth in this Indentureapplicable to a Change of Control Offer made by the Issuer and purchases allSecurities properly tendered and not withdrawn under such Change of ControlOffer. 

        (h)        If less than all of the Securities are to be purchased at any time pursuant tothis Section 4.06, the Securities will be selected for purchase as follows:

        (1)        if the Securities to be purchased are listed on any securities exchange, incompliance with the requirements of the principal securities exchange on whichthe Securities are listed; or 

        (2)        if the rules of any such exchange do not provide any such requirements or if theSecurities to be purchased are not listed on any securities exchange, on a prorata basis, by lot or by such other method as the Issuer deems fair andappropriate and in accordance with the applicable procedures of Euroclear andClearstream. 

        (i)          No Security shall be repurchased in part if the resulting Security would have  a denomination that is less than €50,000 or other than an integral multiple of  €1,000. 

        (ii)          Notices of purchase shall be given to each Holder pursuant to the procedures  described below under Section 12.01. 

        (iii)          If any Security is to be purchased in part only, any notice of purchase that  relates to such Security shall state the portion of the principal amount  thereof that has been or is to be purchased. In relation to Definitive  Securities, a new Security in principal amount equal to the unpurchased  portion of any Security purchased in part will be issued in the name of the  Holder thereof upon cancellation of the original Security. On and after any  purchase date, unless the Issuer defaults in payment of the purchase price,  interest shall cease to accrue on Securities or portions thereof tendered for  purchase. 

        SECTION 4.07. Limitation on Restrictions on Distributions from Restricted Subsidiaries.The Company will not, and will not permit any Restricted Subsidiary to, createor otherwise cause or permit to exist or become effective any 

59

consensual encumbrance or restriction on the ability of (a)(1)any Restricted Subsidiary of the Issuer to pay dividends or make any otherdistributions on its Capital Stock to the Issuer or pay any Indebtedness owed tothe Issuer or (2) any other Restricted Subsidiary (other than the Issuer or aGuarantor) to pay dividends or make any other distribution on its Capital Stockto the Company or pay any Indebtedness owed to the Company, (b)(1) anyRestricted Subsidiary of the Issuer to make any loans or advances to the Issueror (2) any other Restricted Subsidiary (other than the Issuer or a Guarantor) tomake any loans or advances to the Company, or (c)(1) any Restricted Subsidiaryof the Issuer to transfer any of its property or assets to the Issuer or (2) anyother Restricted Subsidiary (other than the Issuer or a Guarantor) to transferany of its property or assets to the Company except: 

(1)         with  respect to clauses (a), (b) and (c), 

        (A)          any encumbrance or restriction pursuant to an agreement in effect at or  entered into on the Issue Date; 

        (B)          any encumbrance or restriction with respect to a Restricted Subsidiary  pursuant to an agreement relating to any Indebtedness Incurred by such  Restricted Subsidiary on or prior to the date on which such Restricted  Subsidiary became a Restricted Subsidiary or was acquired by the Company  (other than Indebtedness Incurred as consideration in, or to provide all or  any portion of the funds or credit support utilized to consummate, the  transaction or series of related transactions pursuant to which such  Restricted Subsidiary became a Restricted Subsidiary or was acquired by the  Company) and outstanding on such date; 

        (C)          any encumbrance or restriction pursuant to an agreement effecting a  Refinancing of Indebtedness Incurred pursuant to an agreement referred to in  clause (A) (including the Credit Agreement) or (B) of clause (1) of this  covenant or this clause (C) or contained in any amendment to an agreement  referred to in clause (A) or (B) of clause (1) of this covenant or this clause  (C); *provided, however*, that (i) the encumbrances and restrictions with  respect to such Restricted Subsidiary contained in any such refinancing  agreement or amendment are no less favourable to the Securityholders in any  material respect than encumbrances and restrictions with respect to such  Restricted Subsidiary contained in such predecessor agreements or (ii)(A) the  Board of Directors of the Company determines in good faith that such  encumbrances or restrictions are not more disadvantageous to the  Securityholders in any material respect than is customary in comparable  financings or agreements at the time any such Indebtedness is Incurred (and at  the time of any amendment of the terms of any such encumbrance or restriction)  and (B) the Board of Directors of the Company determines in good faith at the  time any such Indebtedness is Incurred (and at the time of any amendment of  the terms of any such encumbrance or restriction) that any such encumbrance or  restriction is not reasonably expected to materially affect 

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the Issuer's or the Company's ability to make timely payment  of interest, premium (if any) or principal on the Securities when due; 

        (D)          any encumbrance or restriction with respect to a Restricted Subsidiary imposed  pursuant to an agreement entered into for the sale or disposition of all or  substantially all the Capital Stock or assets of such Restricted Subsidiary  pending the closing of such sale or disposition; 

        (E)          any encumbrance or restriction contained in an agreement with respect to any  Indebtedness permitted to be Incurred subsequent to the date of this Indenture  pursuant to Section 4.02; *provided, however*, that (i) 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  Restricted 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 then  outstanding and entered into in compliance with this covenant or (ii)(A) the  Board of Directors of the Company determines in good faith that such  encumbrances or restrictions are not more disadvantageous in any material  respect to the Holders of the Securities than is customary in comparable  financings or agreements at the time any such Indebtedness is Incurred (and at  the time of any amendment of the terms of any such encumbrance or restriction)  and (B) the Board of Directors of the Company determines in good faith at the  time any such Indebtedness is Incurred (and at the time of any amendment of  the terms of any such encumbrance or restriction) that any such encumbrance or  restriction is not reasonably expected to materially affect the Issuer's or  the Company's ability to make timely payment of interest, premium (if any) or  principal on the Securities when due; 

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

        (G)          any encumbrance or restriction pursuant to applicable law or any applicable  rule, regulation or order or any governmental or regulatory authority; and  

        (H)          customary provisions in joint venture agreements and other similar agreements  entered into in the ordinary course of business; and 

(2)         with  respect to clause (c) only, 

        (A)          any encumbrance or restriction consisting of customary nonassignment  provisions in leases governing leasehold interests to the 

61

extent such provisions restrict the transfer of the lease or  the property leased thereunder; and 

        (B)          any encumbrance or restriction contained in security agreements or mortgages  securing Indebtedness of a Restricted Subsidiary to the extent such  encumbrance or restriction restricts the transfer of the property subject to  such security agreements or mortgages. 

        SECTION 4.08. Limitation on Affiliate Transactions. (a) The Company will not, and will notpermit any Restricted Subsidiary to, enter into or permit to exist anytransaction (including the purchase, sale, lease or exchange of any property,employee compensation arrangements or the rendering of any service) with, or forthe benefit of, any Affiliate of the Company (an "*Affiliate Transaction*")unless: 

        (1)        the terms of the Affiliate Transaction are no less favourable to the Company orsuch Restricted Subsidiary than those that could be obtained at the time of theAffiliate Transaction in arm's-length dealings with a Person who is not anAffiliate; 

        (2)        if such Affiliate Transaction involves an amount in excess of €5.0 million, theterms of the Affiliate Transaction are set forth in writing and a majority ofthe non-employee members of the Board of Directors of the Company disinterestedwith respect to such Affiliate Transaction have determined in good faith thatthe criteria set forth in clause (1) are satisfied and have approved therelevant Affiliate Transaction as evidenced by a resolution of the Board ofDirectors; and 

        (3)        if such Affiliate Transaction involves an amount in excess of €10.0 million, theBoard of Directors of the Company shall also have received a written opinionfrom a Qualified Financial Advisor to the effect that such Affiliate Transactionis fair, from a financial standpoint, to the Company and its RestrictedSubsidiaries or is not less favourable to the Company and its RestrictedSubsidiaries than could reasonably be expected to be obtained at the time in anarm's-length transaction with a Person who was not an Affiliate. 

        (b)        The provisions of Section 4.08(a) will not prohibit: 

        (1)        any Investment (other than a Permitted Investment) or other Restricted Payment,in each case permitted to be made pursuant to Section 4.03 unless otherwisespecifically described and qualified in another clause of this paragraph (b);

        (2)        any issuance of securities, or other payments, awards or grants in cash,securities or otherwise pursuant to, or the funding of, employment arrangements,employee benefit plans, retirement savings plans, stock options and stockownership plans approved by the Board of Directors; 

        (3)        loans or advances to employees in the ordinary course of business, but in anyevent not to exceed €2.0 million in the aggregate outstanding at any one time;

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        (4)        the payment ofreasonable fees to directors of the Company and its Restricted Subsidiaries whoare not employees of the Company or its Restricted Subsidiaries and theimplementation of indemnification and similar arrangements in favour ofdirectors of the Company; 
        (5)        any transaction with theCompany, a Restricted Subsidiary or joint venture or similar entity which wouldconstitute an Affiliate Transaction solely because the Company or a RestrictedSubsidiary owns an equity interest in or otherwise controls such RestrictedSubsidiary, joint venture or similar entity; 
        (6)        the issuance or sale ofany Capital Stock (other than Disqualified Stock) of the Company; 
        (7)        payments to a Parent Company and itsAffiliates under any agreement of the Company or a Restricted Subsidiary as ineffect on the Issue Date and disclosed in the Offering Memorandum under thecaption "Certain Relationships and Related Party Transactions" and anyamendment, restatement or replacement on substantially the same terms after theIssue Date (so long as such amendment, restatement or replacement is notdisadvantageous to the holders of the Securities in any material respect) to orof any such agreement; *provided,however,* thatthe amount paid under such disclosed agreements for management and technicalservices described in Section 4.08(b)(8), when taken together with all paymentsmade under Section 4.08(b)(8), do not exceed €3 million in the aggregate in anycalendar year; 
        (8)       payments made to a Parent Company and its Affiliates for management andtechnical services, including, without limitation, network-related services,marketing, financial, legal and project management services in an amount, whentaken together with all payments made for the same services under the agreementsdescribed in Section 4.08(b)(7) do not exceed €3 million in the aggregate in anycalendar year; *provided, however*,that the Parent Company or its Affiliates also may be paid a profit margin notto exceed 10% of the total cost to the Parent Company or its Affiliates ofproviding such services under this Section 4.08(b)(8) or the agreementsdescribed in Section 4.08(b)(7); 
        (9)       payments to a Parent Company and its Affiliates made under secondment agreementsentered into by the Company or its Restricted Subsidiaries with the ParentCompany or its Affiliates, *provided*that such payments shall only be made in respect of duties performed by secondedemployees on behalf of the Company or its Restricted Subsidiaries; *provided further*,that the Parent Company or its Affiliates may be paid a profit margin not toexceed 10% of the total cost to the Parent Company or its Affiliates of theemployment of the seconded employees; 
       (10)     payments to a ParentCompany and its Affiliates in respect of expenses incurred by such parties onbehalf of the Company or its Subsidiaries from third-party contractors,insurance providers or service providers; *provided*that such expenses are incurred by the Parent Company or its Affiliates in theordinary course of 

63

the business of the Company and its Restricted Subsidiariesand are directly related to the business of the Company and its RestrictedSubsidiaries; 

        (11)      loans, guarantees, hedging obligations, underwriting agreements and financialadvisory agreements entered into with Affiliates of the Company that areinvestment banks, commercial banks or other institutional banks, commercialbanks or other institutional lenders, in each case which are nationallyrecognized in the United States or otherwise internationally recognized; and

        (12)      any payments or other transactions pursuant to any tax-sharing agreement betweenthe Company and any Parent Company with which the Company files a consolidatedtax return or with which the Company is part of a consolidated group for taxpurposes. 

        SECTION 4.09. Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries.The Company (1) will not, and will not permit any Restricted Subsidiary to,sell, lease, transfer or otherwise dispose of any Capital Stock of anyRestricted Subsidiary to any Person (other than the Company or a Wholly OwnedSubsidiary), and (2) will not permit any Restricted Subsidiary to issue any ofits Capital Stock (other than, if necessary, shares of its Capital Stockconstituting directors' or other legally required qualifying shares) to anyPerson (other than to the Company or a Wholly Owned Subsidiary), 

unless (in each case other than with respect to the CapitalStock of Midco or the Issuer) 

        (A)          such sale, lease, transfer, issuance or other disposition is a sale or  issuance of the common stock of such Restricted Subsidiary and, after giving  effect to the consummation thereof, either the Company or its Wholly Owned  Subsidiaries own (i) more than 50% of the outstanding Voting Stock of such  Restricted Subsidiary and more than 50% of the economic interest in such  Restricted Subsidiary or (ii) none of the outstanding Capital Stock of such  Restricted Subsidiary; and 

        (B)          such sale, lease, transfer, issuance or other disposition complies with  Section 4.09. 

For purposes of this Section 4.09, the creation of a PermittedLien on any Capital Stock of a Restricted Subsidiary to secure Indebtedness ofthe Company or any of its Restricted Subsidiaries will not be deemed to be aviolation of this covenant; *provided, however*, that any sale or otherdisposition by the secured party of such Capital Stock following foreclosure ofits Lien will be subject to this covenant. 

        SECTION 4.10. Future Guarantors. (a) The Company and the Issuer shall cause any RestrictedSubsidiary that after the Issue Date is or becomes a Material Subsidiary toexecute and deliver a Guarantee Agreement providing for the Guarantee of theSecurities and the Issuer's other obligations under this Indenture by suchRestricted Subsidiary. 

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        (b)        The Company will not permit any of its Restricted Subsidiaries, directly orindirectly, to guarantee or pledge any assets to secure the payment of any otherIndebtedness of the Company, the Issuer or any Guarantor unless such incurrenceor Lien is permitted by Sections 4.02 and 4.04, as applicable, and suchRestricted Subsidiary (if not already a Guarantor) simultaneously executes anddelivers a Guarantee Agreement providing for the Guarantee of the Securities andthe Issuer's other obligations under this Indenture by such RestrictedSubsidiary, which Guarantee of the Securities will be senior to or *pari passu*with such Restricted Subsidiary's guarantee of or pledge to secure such otherIndebtedness. 

        (c)        The Company and the Issuer shall not be obligated to cause a RestrictedSubsidiary to Guarantee the Securities pursuant to Section 4.10(a) or (b) to theextent that such Guarantee could reasonably be expected to give rise to orresult in: (1) any violation of applicable law that cannot be avoided orotherwise prevented through measures reasonably available to the Company, theIssuer or such Restricted Subsidiary; (2) any liability for the officers,directors or shareholders of such Restricted Subsidiary; (3) any cost, expense,liability or obligation (including any Tax) other than reasonable out of pocketexpenses and other than reasonable governmental or regulatory filing fees; or(4) a requirement under applicable law, rule or regulation to obtain or preparefinancial statements or financial information of such Person to be included inany required filing with a legal or regulatory authority that the Company or theIssuer is not able to obtain or prepare without unreasonable expense. 

        (d)        If at any time, and for so long as, any Capital Stock or other assets of anySubsidiary Guarantor are pledged to secure the Obligations under the CreditAgreement or any other Senior Finance Documents, the Company, the Issuer andsuch Subsidiary Guarantor shall take all necessary action so that the Holders ofthe Securities and the Trustee shall obtain the benefit of a *pari passu*pledge of such Capital Stock and other assets. 

        SECTION 4.11. Limitation on Sale/Leaseback Transactions. Midco will not enter into anySale/Leaseback Transaction. The Company will not, and will not permit any otherRestricted Subsidiary to, enter into any Sale/Leaseback Transaction with respectto any property unless: 

        (1)        the Company or such Restricted Subsidiary would be entitled to (A) IncurIndebtedness in an amount equal to the Attributable Debt with respect to suchSale/Leaseback Transaction pursuant to Section 4.02 and (B) create a Lien onsuch property securing such Attributable Debt pursuant to Section 4.04; 

        (2)        the net proceeds received by the Company or the Restricted Subsidiary inconnection with such Sale/Leaseback Transaction are at least equal to the FairMarket Value of such property; and 

        (3)        the Company or the Restricted Subsidiary applies the proceeds of suchtransaction in compliance with Section 4.05. 

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        SECTION 4.12. Impairment of Security Interest. The Company shall not, and shall not permitany Restricted Subsidiary to, take or omit to take any action that might orwould have the result of materially impairing the security interest with respectto the Collateral for the benefit of the Trustee and the Holders of theSecurities; *provided, however*, that no action permitted to be taken underthe Security Documents shall be deemed to constitute a violation of this Section4.12. The Company shall not, and shall not permit any Restricted Subsidiary to,grant to any Person other than the Joint Security Agent, for the benefit of theTrustee and the holders of the Securities and the other beneficiaries describedin the Security Documents, any interest whatsoever in any of the Collateral,except that (i) the Issuer and the Guarantors may Incur Permitted CollateralLiens and (ii) the Lien under the Issuer Bank Accounts Maintenance AgreementPledge may be released and discharged if (and for so long as) (A) the Lien underthe Credit Agreement with respect to the Issuer Bank Accounts MaintenanceAgreement Pledge has been released and discharged and (B) there exist no otherLiens with respect to the Collateral under the Issuer Bank Accounts MaintenanceAgreement Pledge (other than (1) the Lien to secure the Obligations under theSecurities and (2) Liens permitted by clause (17) of the definition of "*PermittedLiens*" to secure Indebtedness Incurred for working capital purposes in anamount not to exceed €15 million); *provided, however*, that no PermittedCollateral Lien may be granted after the Issue Date, and no Security Documentmay be amended, extended, renewed, restated, supplemented or otherwise modifiedor replaced, unless contemporaneously with any such action, the Issuer deliversto the Trustee, either (1) a solvency opinion, in form and substance reasonablysatisfactory to the Trustee, from a Qualified Financial Advisor confirming thesolvency of the Company and its Subsidiaries, taken as a whole, after givingeffect to any transactions related to such grant, amendment, extension, renewal,restatement, supplement, modification or replacement, or (2) an Opinion ofCounsel confirming that, after giving effect to any transactions related to suchgrant, amendment, extension, renewal, restatement, supplement, modification orreplacement, the Lien or Liens created under the Security Documents so amended,extended, renewed, restated, supplemented, modified or replaced are valid Liensnot otherwise subject to any material limitation, material imperfection or newhardening period, in equity or at law, that such Lien or Liens were nototherwise subject to immediately prior to such amendment, extension, renewal,restatement, supplement, modification or replacement. In the event that theIssuer complies with the requirements of this Section 4.12, the Trustee and theJoint Security Agent shall (subject to protections and indemnificationssatisfactory to them) consent to such amendments without the need forinstructions from the Holders. 

        SECTION 4.13. Limitation on Line of Business. (a) The Company will not engage in anybusiness activity or undertake any other activity, except any activity: 

        (1)        relating to the issuance of the Company's Guarantee and the issuance andservicing of other Indebtedness and guarantees permitted under this Indenture;

        (2)        undertaken with the purpose of, and directly related to, fulfilling theobligations under the Company's Guarantee and this Indenture or such otherIndebtedness permitted under this Indenture; 

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        (3)        relating to the making, acquisition or disposition of any Investments permittedunder this Indenture, including, without limitation, the issuance and sale ofCapital Stock of the Company and Incurrence of Indebtedness permitted under thisIndenture for such purpose; and 

       (4)         undertaken in its capacityas a Holding Company (including the furnishing of managerial and strategicoversight and support) of Midco, the Issuer, and other Subsidiaries (includingRestricted and Unrestricted Subsidiaries owned by the Company); *provided*that, except as contemplated by Section 4.13(a)(1), (2) and (3), the Companywill not Incur any material liabilities or any material liabilities to tradecreditors. 

       (b)         Midco will not engage in anybusiness activity or undertake any other activity, except any activityundertaken with the purpose of, and directly related to, owning the CapitalStock of the Issuer and fulfilling its obligations under the its Guarantee andthe Indenture and other Indebtedness permitted under this Indenture. 

       (c)         The Company will not permitany Restricted Subsidiary (other than Midco) to engage in any business otherthan a Related Business. 

        SECTION 4.14.Reports. (a) The Company will post on the Company's or the Issuer's websiteand provide the Trustee and Holders the following reports: 

        (1)        within 120 days after the end of the Company's fiscal year, annual reports ofthe Company containing the following information: (a) audited consolidatedbalance sheets of the Company as of the end of the two most recent fiscal yearsand audited consolidated income statements and statements of cash flow of theCompany for the three most recent fiscal years, including appropriate footnotesto such financial statements and also including a consolidating footnote showingthe revenues and total assets of the Company, the Issuer, the SubsidiaryGuarantors and the non-Guarantor Subsidiaries, for and as of the end of eachsuch financial year, and the report of the independent auditors on the financialstatements; (b) pro forma income statement and balance sheet information of theCompany, together with explanatory footnotes, for any material acquisitions,dispositions or recapitalizations that have occurred since the beginning of themost recently completed fiscal year if and to the extent required by RegulationS-X; and (c) to the extent relating to annual periods, an operating andfinancial review of the audited financial statements of the Company, including adiscussion of the results of operations, financial condition and liquidity andcapital resources and a discussion of material commitments and contingencies andcritical accounting policies; (d) a description of the business, management andshareholders of the Company, all material affiliate transactions and adescription of all material contractual arrangements, including material debtinstruments and (e) material risk factors and material recent developments forthe Company; 

       (2)        within 60 days following the end of the first three fiscal quarters in eachfiscal year of the Company beginning with the quarter ending September 30, 2004,all quarterly financial statements of the Company containing the followinginformation: 

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        (a)        an unaudited consolidated interim balance sheet as of the end of such quarterand unaudited consolidated interim statements of income and cash flow for themost recent quarter year-to-date period ending on the unaudited consolidatedinterim balance sheet date, and the comparable prior year periods, together withinterim footnote disclosure; (b) pro forma income statement and balance sheetinformation, together with explanatory footnotes, for any material acquisitions,dispositions or recapitalizations that have occurred since the beginning of themost recently completed fiscal quarter if and to the extent required byRegulation S-X; and (c) an operating and financial review of the unauditedfinancial statements, including a discussion of the results of operations,financial condition, and liquidity and capital resources, and a discussion ofany material changes in or revisions to the Company's material commitments andcontingencies and critical accounting policies from those disclosed in the lastannual report described in Section 4.14(a)(1); and 

        (3)        promptly after the occurrence of a material acquisition, disposition,restructuring, senior management changes at the Company or the Issuer, or changein auditors a report containing a description of such event. 

        (b)        All financial statements and pro forma financial information shall be preparedin accordance with U.S. generally accepted accounting principles as in effectfrom time to time. No report need include separate financial statements for anyGuarantors or non-Guarantor Subsidiaries of the Company. 

        (c)        At any time that any of the Company's Subsidiaries are UnrestrictedSubsidiaries, then the quarterly and annual financial information required bySection 4.14(a) will include a reasonably detailed presentation, either on theface of the financial statements or in the footnotes thereto, and in theoperating and financial review, of the financial condition and results ofoperations of the Company and its Restricted Subsidiaries separate from thefinancial condition and results of operations of the Unrestricted Subsidiariesof the Company. 

        (d)        So long as the Securities remain outstanding and during any period which theIssuer is not subject to Section 13 or 15(d) of the Exchange Act nor exempttherefrom pursuant to Rule 12g3-2(b), the Issuer will furnish to the Holders,upon their request, the information required to be delivered pursuant to Rule144A(d)(4) under the US Securities Act. 

        (e)        For so long as the Securities are listed on the Luxembourg Stock Exchange andthe rules of that Stock Exchange will so require, the above information willalso be made available in Luxembourg through the offices of the Paying Agent inLuxembourg. 

        SECTION 4.15. Additional Amounts. (a) All payments under or with respect to the Securitieswill be made free and clear of, and without withholding or deduction for or onaccount of, any present or future tax, duty, levy, impost, assessment or othergovernmental charge (including penalties, interest and other liabilities relatedthereto) (hereinafter "*Taxes*") imposed or levied by or on behalf of thegovernment of the 

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countries in which each of the Issuer, the relevant Guarantorand, in each case, any successor thereof (each, a "*Payor*") is organizedor any political subdivision or any authority or agency therein or thereofhaving power to tax, or any other jurisdiction in which the relevant Payor isorganized or is otherwise resident for tax purposes, or any jurisdiction from orthrough which payment is made (each a "*Relevant Taxing Jurisdiction*"),unless the relevant Payor is then required to withhold or deduct Taxes by law orby the interpretation or administration thereof. 

        (b)        If a Payor is so required to withhold or deduct any amount for or on account ofTaxes imposed by a Relevant Taxing Jurisdiction from any payment made under orwith respect to the Securities, such Payor will be required to pay suchadditional amounts ("*Additional Amounts*") as may be necessary so that thenet amount received by any Holder (including Additional Amounts) after suchwithholding or deduction will be equal to the amount the Holder would havereceived if such Taxes had not been withheld or deducted; *provided, however*,that the foregoing obligation to pay Additional Amounts does not apply to:

        (1)        any Taxes that would not have been so imposed but for the existence of anypresent or former connection between the relevant Holder or beneficial owner ofa Security (or between a fiduciary, settlor, member, partner or shareholder of,or possessor of power over the relevant Holder, if the relevant Holder is anestate, nominee, trust, partnership or corporation) and the Relevant TaxingJurisdiction including, without limitation, such Holder or beneficial ownerbeing or having been a domiciliary, national or resident thereof, or being orhaving been present or engaged in a trade or business therein or having had apermanent establishment or fixed based therein (other than the mere receipt ofsuch payment or the ownership or holding of such Security); 

        (2)        any estate, inheritance, gift, sales, excise, transfer, personal property tax orsimilar tax, assessment or other governmental charge; 

        (3)        any Taxes which are payable otherwise than by withholding from payments of (orin respect of) principal of, or any interest on, the Securities; 

        (4)        any Taxes that are imposed, deducted or withheld by reason of the failure tocomply by the Holder or the beneficial owner of a Security with a writtenrequest from the Issuer, after reasonable notice, (A) to provide informationconcerning the nationality, residence, identity or connection to the RelevantTaxing Jurisdiction of the Holder or such beneficial owner or (B) to make anydeclaration or other similar claim or satisfy any information or reportingrequirement, which, in the case of (A) or (B), is required or imposed by astatute, treaty, regulation or administrative practice of the Relevant TaxingJurisdiction as a precondition to exemption from or refund of all or part ofsuch Tax; 

        (5)        any Taxes that are required to be withheld or deducted on a payment to anindividual pursuant to any European Union Council Directive regarding thetaxation of savings income (including European Council Directive 2003/48/EC) or

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pursuant to any law implementing, or introduced in order toconform to, any such Directive; 

        (6)        if the payment could have been made without deduction or withholding if thebeneficiary of the payment had presented the Security for payment within 30 daysafter the date on which such payment or such Security became due and payable orthe date on which payment thereof is duly provided for, whichever is later(except to the extent that the Holder would have been entitled to AdditionalAmounts had the Security been presented on the last day of the 30-day period);

        (7)        any payment of principal of (or premium, if any, on) or interest on suchSecurity to any Holder who is a fiduciary or partnership or any Person otherthan the sole beneficial owner of such payment, to the extent that a beneficiaryor settlor with respect to such fiduciary, a member of such a partnership or thebeneficial owner of such payment would not have been entitled to the AdditionalAmounts had such beneficiary, settlor, member or beneficial owner been theactual Holder of such Security; 

        (8)        a Security presented for payment by or on behalf of a Holder or beneficial ownerwho would have reasonably been able to avoid a withholding or deduction bypresenting the relevant Security to another paying agent; or 

        (9)        any combination of items (1) through (8) above. 

        (c)        The Payor will (i) make any required withholding or deduction and (ii) remit thefull amount deducted or withheld to the Relevant Taxing Jurisdiction inaccordance with applicable law. The Payor will use reasonable efforts to obtaincertified copies of tax receipts evidencing the payment of any Taxes so deductedor withheld from each Relevant Taxing Jurisdiction imposing such Taxes and willprovide such certified copies to the Trustee. Such copies shall be madeavailable to the Holders upon request and will be made available at the officesof the Paying Agent in Luxembourg if the Securities are then listed on theLuxembourg Stock Exchange. The Payor will attach to each certified copy acertificate stating (x) that the amount of withholding Taxes evidenced by thecertified copy was paid in connection with payments in respect of the principalamount of Securities then outstanding and (y) the amount of such withholdingTaxes paid per €1,000 principal amount of the Securities. 

        (d)        If any Payor will be obligated to pay Additional Amounts under or with respectto any payment made on the Securities, at least 30 days prior to the date ofsuch payment, the Payor will deliver to the Trustee an Officers' Certificatestating the fact that Additional Amounts will be payable and the amount sopayable and such other information necessary to enable the Paying Agent to payAdditional Amounts to Holders on the relevant payment date (unless suchobligation to pay Additional Amounts arises less than 30 days prior to therelevant payment date, in which case the Payor may deliver such Officers'Certificate as promptly as practicable after the date that is 30 days prior tothe payment date). 

        (e)        Whenever in this Indenture there is mentioned, in any context:

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        (1)        the payment of principal; 

        (2)        redemption prices or purchase prices in connection with a redemption or purchaseof Securities, as applicable; 

        (3)        interest; or 

        (4)        any other amount payable on or with respect to any of the Securities, suchreference shall be deemed to include payment of Additional Amounts as describedunder this heading to the extent that, in such context, Additional Amounts are,were or would be payable in respect thereof. 

        (f)        The Issuer will pay any present or future stamp, court or documentary taxes orany other excise taxes, charges or similar levies that arise in any jurisdictionfrom the execution, delivery, enforcement or original registration of theSecurities, this Indenture or any other related document or instrument,excluding such taxes, charges or similar levies imposed by any jurisdiction thatis not a Relevant Taxing Jurisdiction, and the Issuer and each Guarantor willagree to indemnify the Holders for any such taxes paid by such Holders. 

        (g)        The obligations under Section 4.15 will survive any termination, defeasance ordischarge of this Indenture or any Guarantee and will apply *mutatis mutandis*to any jurisdiction in which any successor Person to the Issuer or a Guarantoris organized or any political subdivision or taxing authority or agency thereofor therein. 

       SECTION 4.16. Additional Intercreditor Agreements. (a) At the request ofthe Issuer, at the time of, or prior to, the Incurrence by the Issuer or anyGuarantor of any Indebtedness permitted to be incurred under this Indenture, theIssuer, the relevant Guarantors, the Trustee and the Joint Security Agent shallenter into with the holders of such Indebtedness (or their duly authorizedrepresentatives) an intercreditor agreement (an "*Additional IntercreditorAgreement*") on substantially the same terms as the Intercreditor Agreement,including containing the same terms with respect to the ranking, proceeds ofenforcement and enforcement of security of Senior Secured Indebtedness andcontaining substantially the same terms with respect to the subordination,payment blockage, limitation on enforcement and release of guarantees and,subordination, payment blockage, release, limitation on enforcement, priorityand release of security interests of other Indebtedness (or terms morefavourable to the Holders); *provided* that such Additional IntercreditorAgreement will not impose any personal obligations on the Trustee or the JointSecurity Agent or adversely affect the rights, duties, liabilities or immunitiesof the Trustee or the Joint Security Agent under this Indenture or theIntercreditor Agreement. Pursuant to any such Intercreditor Agreement, suchother Indebtedness may constitute Senior Indebtedness, Senior SubordinatedIndebtedness or Subordinated Indebtedness. 

        (b)        At the direction of the Issuer and without the consent of Holders, the Trusteeand the Joint Security Agent shall from time to time enter into one or moreamendments to any Intercreditor Agreement or Additional Intercreditor Agreement(the 

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"*Intercreditor Agreements*") to: (i) cure any ambiguity,omission, defect or inconsistency in any of the Intercreditor Agreements, (ii)increase the amount of Indebtedness of the types covered by any of theIntercreditor Agreements that may be incurred by the Issuer or a Guarantor thatis subject to any of the Intercreditor Agreements (including the addition ofprovisions relating to new Indebtedness ranking junior in right of payment tothe Securities), (iii) add Guarantors to any of the Intercreditor Agreements,(iv) further secure the Securities or (v) make any other such change to any ofthe Intercreditor Agreements that does not adversely affect the Holders in anymaterial respect. The Issuer shall not otherwise direct the Trustee or the JointSecurity Agent to enter into any amendment to any Intercreditor Agreementwithout the consent of the Holders of the majority in aggregate or principalamount of the Securities then outstanding, except as otherwise permitted byArticle 9 and the Issuer may only direct the Trustee and the Joint SecurityAgent to enter into any amendment to the extent such amendment does not imposeany personal obligations on the Trustee or the Joint Security Agent or adverselyaffect the rights, duties, liabilities or immunities of the Trustee or the JointSecurity Agent under this Indenture or such Intercreditor Agreement. 

        (c)        Each Holder, by accepting a Security, shall be deemed to have agreed to andaccepted the terms and conditions of each of the Intercreditor Agreements(whether then entered into or entered into in the future pursuant to thisSection 4.16), the entry by the Trustee and the Joint Security Agent into suchIntercreditor Agreement and the performance by the Trustee and the JointSecurity Agent of their respective obligations thereunder. A copy of any of theIntercreditor Agreements shall be available for inspection during normalbusiness hours on any Business Day upon prior written request at the offices ofthe Trustee and, for so long as any Securities are listed on the LuxembourgStock Exchange, at the offices of the paying agent in Luxembourg. 

        SECTION 4.17. Listing. The Issuer will use all commercially reasonable efforts to list andmaintain the listing of the Securities on the Luxembourg Stock Exchange; *provided, however*, that if the Issuer is unable to list the Securities onthe Luxembourg Stock Exchange or if maintenance of such listing becomes undulyonerous, it will maintain a listing of such Securities on another recognisedstock exchange. 

        SECTION 4.18. Compliance Certificate. The Issuer shall deliver to the Trustee within 120days after the end of each fiscal year of the Issuer an Officers' Certificatestating that in the course of the performance by the signers of their duties asOfficers of the Issuer they would normally have knowledge of any Default andwhether or not the signers know of any Default that occurred during such period.If the Officers know of any such Default, the certificate shall describe theDefault, its status and what action the Issuer is taking or proposes to takewith respect thereto. 

        SECTION 4.19. Further Instruments and Acts. Upon request of the Trustee, the Issuer andthe Guarantors shall execute and deliver such further instruments and do suchfurther acts as may be reasonably necessary or proper to carry out moreeffectively the purpose of this Indenture. 

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ARTICLE 5 

Merger and Consolidation 

        SECTION 5.01. When the Issuer or any Guarantor May Merge, Consolidate or Sell Property.(a) None of the Company, Midco or the Issuer shall consolidate with or mergewith or into, or convey, transfer or lease, in one transaction or a series oftransactions, directly or indirectly, all or substantially all its assets to,any Person, unless: 

        (1)        the resulting, surviving or transferee Person (the "*Successor Company*")shall be a Person organized and existing under the laws of any member state ofthe European Union or the laws of any political subdivision thereof or the lawsof the United States of America, any State thereof or the District of Columbiaand no Additional Amounts would be payable as a result thereof and the SuccessorCompany (if not the Company, Midco or the Issuer) shall expressly assume, by anindenture supplemental thereto, executed and delivered to the Trustee, in formsatisfactory to the Trustee, all the obligations of the Company, Midco or theIssuer under the Securities, the Guarantees and this Indenture, as applicable;

        (2)        immediately after giving *pro forma* effect to such transaction (andtreating any Indebtedness which becomes an obligation of the Successor Companyor any Subsidiary as a result of such transaction as having been Incurred bysuch Successor Company or such Subsidiary at the time of such transaction), noDefault shall have occurred and be continuing and the Security Documents and theLiens created on the Collateral thereunder shall remain in full force and effector, to the satisfaction of the Trustee, shall have been transferred to suchSuccessor Company and have been perfected and be in full force and effect;immediately after giving effect to such transaction or related transactions on apro forma basis, no Default or Event of Default exists; 

        (3)        immediately after giving *pro forma* effect to such transaction, the Issuer(or the Successor Company, if applicable) would be able to Incur an additional€1.00 of Indebtedness pursuant to Section 4.02(a); 

        (4)        the Issuer shall have delivered to the Trustee an Officers' Certificate, in formand substance satisfactory to the Trustee, and an Opinion of Counsel, eachstating that such consolidation, merger or transfer and such supplementalindenture (if any) comply with this Indenture; 

        (5)        the Issuer shall have delivered to the Trustee an Opinion of Counsel to theeffect that the Holders will not recognize income, gain or loss for U.S. Federalor U.K. income tax purposes as a result of such transaction and will be subjectto U.S. Federal or U.K. income tax on the same amounts, in the same manner andat the same times as would have been the case if such transaction had notoccurred; and**
        (6)        the Issuer shall have delivered an Opinion of Counsel in the jurisdiction oforganization of the Company (if other than the United States or the United

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Kingdom) to the effect that the Holders of the Securities willnot recognize income gain or loss for income tax purposes of such jurisdictionas a result of such transaction and will be subject to income tax in suchjurisdiction on the same amounts, in the same manner and at the same times aswould have been the case if such transaction had not occurred; 
*provided, however, that Section5.01(a)(3) will not be applicable to (A) a Restricted Subsidiary consolidatingwith, merging into or transferring all or part of its properties and assets tothe Company or the Issuer (so long as no Capital Stock of the Company isdistributed to any Person) or (B) the Company or the Issuer merging with anAffiliate of the Company solely for the purpose and with the sole effect ofreincorporating the Company or the Issuer in another jurisdiction. 

For purposes of Section 5.01(a), the sale, lease, conveyance,assignment, transfer or other disposition of all or substantially all of theproperties and assets of one or more Subsidiaries of the Company, Midco or theIssuer, which properties and assets, if held by the Company, Midco or the Issuerinstead of such Subsidiaries, would constitute all or substantially all of theproperties and assets of the Company, Midco or the Issuer on a consolidatedbasis, shall be deemed to be the transfer of all or substantially all of theproperties and assets of the Company, Midco or the Issuer. 

The Successor Company will be the successor to the Company,Midco or the Issuer and shall succeed to, and be substituted for, and mayexercise every right and power of, the relevant predecessor company under thisIndenture, and the predecessor company, except in the case of a lease, shall bereleased from its obligations with respect to the Securities. 

        (b)        The Company shall not permit any Guarantor (other than Midco) to consolidatewith or merge with or into, or convey, transfer or lease, in one transaction ora series of transactions, all or substantially all of its assets to any Personunless: 

        (1)        except in the case of a Guarantor (x) that has been disposed of in its entiretyto another Person (other than to the Company or an Affiliate of the Company),whether through a merger, consolidation or sale of Capital Stock or assets or(y) that, as a result of the disposition of all or a portion of its CapitalStock, ceases to be a Subsidiary, in both cases, if in connection therewith theIssuer provides an Officers' Certificate to the Trustee to the effect that theIssuer will comply with Section 4.05 in respect of such disposition, theresulting, surviving or transferee Person (if not such Subsidiary) shall be aPerson organized and existing under the laws of the jurisdiction under whichsuch Guarantor was organized or under the laws of any member state of theEuropean Union or the laws of any political subdivision thereof or under thelaws of the United States of America, or any State thereof or the District ofColumbia, and such Person shall expressly assume, by a Guarantee Agreement, in aform satisfactory to the Trustee, all the obligations of such Guarantor underits Guarantee; 

        (2)        immediately after giving effect to such transaction or transactions on a *proforma* basis (and treating any Indebtedness which becomes an obligation ofthe resulting, surviving or transferee Person as a result of such transaction ashaving been 

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issued by such Person at the time of such transaction), noDefault shall have occurred and be continuing and the Security Documents and theLiens created on the Collateral thereunder shall remain in full force and effector, to the satisfaction of the Trustee, shall have been transferred to suchGuarantor or resulting, surviving or transferee Person and have been perfectedand be in full force and effect; a Restricted Subsidiary may merge, consolidate,amalgamate or otherwise combine into the Issuer or any Guarantor or transfer allor part of its properties and assets to the Issuer or any Guarantor; 

        (3)        the Company delivers to the Trustee an Officers' Certificate, in form andsubstance satisfactory to the Trustee, and an Opinion of Counsel, each statingthat such consolidation, merger or transfer and such Guarantee Agreement, ifany, complies with this Indenture; 

        (4)        the Company shall have delivered to the Trustee an Opinion of Counsel to theeffect that the Holders will not recognize income, gain or loss for U.S. Federalor U.K. income tax purposes as a result of such transaction and will be subjectto U.S. Federal or U.K. income tax on the same amounts, in the same manner andat the same times as would have been the case if such transaction had notoccurred; and 

        (5)        the Company shall have delivered an Opinion of Counsel in the jurisdiction oforganization of the applicable Subsidiary Guarantor (if other than the UnitedStates or the United Kingdom) to the effect that the Holders of the Securitieswill not recognize income gain or loss for income tax purposes of suchjurisdiction as a result of such transaction and will be subject to income taxin such jurisdiction on the same amounts, in the same manner and at the sametimes as would have been the case if such transaction had not occurred. 

        (c)        Notwithstanding Section 5.01(b), any Subsidiary Guarantor may consolidate with,merge into or transfer all or part of its properties and assets to the Issuer orany Guarantor; *provided, however*, that no Subsidiary Guarantor shall bepermitted to consolidate with, merge into or transfer all or part of itsproperties and assets to any Guarantor if following such consolidation, mergeror transfer such Guarantor would be prohibited by applicable law from continuingto provide a Guarantee or the amount of such Guarantee would be required to belimited to a greater extent than immediately prior to such consolidation, mergeror transfer. 

ARTICLE 6 

Defaults and Remedies 

        SECTION 6.01. Events of Default. An "*Event of Default*" occurs if or upon: 

        (a)        default in any payment of interest on any Security when the same becomes due andpayable and such default continues for a period of 30 days; 

        (b)        (i) a default in the payment of the principal of any Security when the samebecomes due and payable at its Stated Maturity, upon required redemption or

 

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repurchase, upon declaration or otherwise, or (ii) a failureto redeem or purchase Securities when required pursuant to this Indenture or theSecurities; 

        (c)        a failure to comply with Section 5.01; 

        (d)        a failure to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09,4.10, 4.11, 4.12, 4.13 or 4.14 (other than a failure to purchase Securities whenrequired under Section 4.06 or 4.08) and such failure continues for 30 daysafter the notice specified below; 

        (e)        a failure to comply with any of the agreements in the Securities, this Indenture(other than those referred to in (a), (b), (c) or (d) above) or the SecurityDocuments and such failure continues for 60 days after the notice specifiedbelow; 

        (f)        Indebtedness of the Issuer, any Guarantor or any Significant Subsidiary is notpaid within any applicable grace period after final maturity or the accelerationby the holders thereof because of a default and the total amount of suchIndebtedness unpaid or accelerated exceeds €20.0 million or its foreign currencyequivalent at the time; 

        (g)        the Issuer, any Guarantor or any Significant Subsidiary pursuant to or withinthe meaning of any Bankruptcy Law: 

        (i)          commences a voluntary case; 

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

        (iii)        consents to the appointment of a Custodian of it or for any substantial part  of its property; or 

        (iv)        makes a general assignment for the benefit of its creditors; 

or takes any comparable action under any foreign laws relatingto insolvency; 

        (h)        a court of competent jurisdiction enters an order or decree under any BankruptcyLaw that: 

        (i)          is for relief against the Issuer, any Guarantor or any Significant Subsidiary  in an involuntary case; 

        (ii)         appoints a Custodian of the Issuer, any Guarantor or any Significant  Subsidiary or for any substantial part of its property; or 

        (iii)        orders the winding up or liquidation of the Issuer, any Guarantor or any  Significant Subsidiary; 

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or any similar relief is granted under any foreign laws andthe order or decree remains unstayed and in effect for 60 days; 

        (i)        any judgment or decree for the payment of money in excess of €20.0 million orits foreign currency equivalent against the Issuer, any Guarantor or anySignificant Subsidiary and there is a period of 60 days following the entry ofsuch judgment or decree during which such judgment or decree is not discharged,waived or the execution thereof stayed; 

        (j)        the revocation, suspension, termination, expiration, failure to maintain, renewor extend, transfer, surrender, release or loss of use of any License as aresult of which the Issuer or any other Restricted Subsidiary is prohibited ormaterially impaired by any governmental or regulatory authority from engaging inthe business to which such License relates and such condition continues for 30days after the notice specified below; 

        (k)        any Guarantee ceases to be in full force and effect (except as contemplated bythe terms thereof) or any Guarantor denies or disaffirms its obligations underthis Indenture or any Guarantee; or 

        (l)        the security interest under the Security Documents shall not constitute a validor perfected Lien or, at any time, cease to be in full force and effect for anyreason other than the satisfaction in full of all obligations under thisIndenture and discharge of this Indenture, or release of such security interestby the Joint Security Agent in accordance with this Indenture or the terms ofthe Security Document, or any security interest created thereunder shall bedeclared invalid or unenforceable (unless, in the case of the TelecommunicationsNetwork Pledge, the invalidity or unenforceability of the security interest iscured within 10 Business Days as expressly provided for by the terms of suchPledge) or the Issuer or any Guarantor shall assert, in any pleading in anycourt of competent jurisdiction, that any such security interest is invalid orunenforceable. 

        The foregoing shallconstitute Events of Default whatever the reason for any such Event of Defaultand whether it is voluntary or involuntary or is effected by operation of law orpursuant to any judgment, decree or order of any court or any order, rule orregulation of any administrative or governmental body. 

        The term "*BankruptcyLaw*" means Act of the Czech Republic No. 328/1991 Coll., on Bankruptcy andComposition, as amended, or any other Czech law relating to bankruptcy,insolvency, winding up, liquidation, reorganization or the relief of debtors;the Dutch Bankruptcy Act, the Act on the Supervision of Credit Institutions orany other Dutch law relating to bankruptcy, insolvency, winding up, liquidation,reorganization or the relief of debtors; Title 11, United States Code, or anysimilar U.S. Federal or state law for the relief of debtors; or the laws of anyother jurisdiction relating to bankruptcy, insolvency, winding up, liquidation,reorganization or the relief of debtors. The term "*Custodian*" means anyreceiver, trustee, assignee, liquidator, custodian or similar official under anyBankruptcy Law. 

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        A Default underclause (d), (e) or (j) above is not an Event of Default until the Trusteenotifies the Issuer or the Holders of at least 25% in principal amount of theoutstanding Securities notify the Issuer and the Trustee of the Default and theIssuer does not cure such Default within the time specified after receipt ofsuch notice. Such notice must specify the Default, demand that it be remediedand state that such notice is a "Notice of Default". 

        The Issuer shalldeliver to the Trustee, within 30 days after the occurrence thereof, writtennotice in the form of an Officers' Certificate of any event which is, or withthe giving of notice or the lapse of time or both would become, an Event ofDefault, its status and what action the Issuer is taking or proposes to takewith respect thereto. 

        SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Defaultspecified in Section 6.01(g) or (h) with respect to the Issuer, any Guarantor orany Significant Subsidiary) occurs and is continuing, the Trustee by notice tothe Issuer, or the Holders of at least 25% in principal amount of theoutstanding Securities by notice to the Company and the Trustee, may declare theprincipal of and accrued but unpaid interest on all the Securities to be due andpayable. Upon such a declaration, such principal and interest shall be due andpayable immediately. If an Event of Default specified in Section 6.01(g) or (h)with respect to the Issuer, any Guarantor or any Significant Subsidiary occurs,the principal of and interest on all the Securities shall ipso facto become andbe immediately due and payable without any declaration or other act on the partof the Trustee or any Holders. The Holders of a majority in principal amount ofthe Securities by notice to the Trustee may rescind an acceleration and itsconsequences if the rescission would not conflict with any judgment or decreeand if all existing Events of Default have been cured or waived exceptnonpayment of principal or interest that has become due solely because ofacceleration. No such rescission shall affect any subsequent Default or impairany right consequent thereto. 

        SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trusteemay pursue any available remedy to collect the payment of principal of orinterest on the Securities or to enforce the performance of any provision of theSecurities or this Indenture. 

        The Trustee maymaintain a proceeding even if it does not possess any of the Securities or doesnot produce any of them in the proceeding. A delay or omission by the Trustee orany Holder in exercising any right or remedy accruing upon an Event of Defaultshall not impair the right or remedy or constitute a waiver of or acquiescencein the Event of Default. No remedy is exclusive of any other remedy. Allavailable remedies are cumulative. 

        SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount ofthe Securities by notice to the Trustee may waive an existing Default and itsconsequences except (a) a Default in the payment of the principal of or intereston a Security, (b) a Default arising from the failure to redeem or purchase anySecurity when required pursuant to the terms of this Indenture or (c) a Defaultin respect of a provision that under Section 9.02 cannot be amended without theconsent of each Holder affected. 

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When a Default is waived, it is deemed cured, but no suchwaiver shall extend to any subsequent or other Default or impair any consequentright. 

        SECTION 6.05. Control by Majority. Subject to the provisions of Article 11 and theIntercreditor Agreement with respect to the enforcement of the SecurityDocuments, the Holders of a majority in principal amount of the Securities maydirect the time, method and place of conducting any proceeding for any remedyavailable to the Trustee or of exercising any trust or power conferred on theTrustee. However, the Trustee may refuse to follow any direction that conflictswith law, or this Indenture or any Intercreditor Agreement that the Trusteedetermines is unduly prejudicial to the rights of other Holders or would involvethe Trustee in personal liability; *provided*, *however*, that theTrustee may take any other action deemed proper by the Trustee that is notinconsistent with such direction. Prior to taking any action hereunder, theTrustee shall be entitled to indemnification satisfactory to it in its solediscretion against all losses and expenses caused by taking or not taking suchaction. 

        SECTION 6.06. Limitation on Suits. (a) Except to enforce the right to receive payment ofprincipal, premium (if any) or interest when due, no Holder may pursue anyremedy with respect to this Indenture or the Securities unless: 

        (i)          the Holder gives to the Trustee written notice stating that an Event of  Default is continuing; 

        (ii)         the Holders of at least 25% in principal amount of the Securities make a  written request to the Trustee to pursue the remedy; 

        (iii)         such Holder or Holders offer to the Trustee reasonable security or indemnity  against any loss, liability or expense; 

        (iv)         the Trustee does not comply with the request within 60 days after receipt of  the request and the offer of security or indemnity; and 

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

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

        SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision ofthis Indenture, the right of any Holder to receive payment of principal of andinterest on the Securities held by such Holder, on or after the respective duedates expressed or provided for in the Securities, or to bring suit for theenforcement of any such payment on or after such respective dates, shall not beimpaired or affected without the consent of such Holder. 

        SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section6.01(a) or (b) occurs and is continuing, the Trustee may recover 

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judgment in its own name and as trustee of anexpress trust against the Issuer or any other obligor on the Securities for thewhole amount then due and owing (together with interest on overdue principal and(to the extent lawful) on any unpaid interest at the rate provided for in theSecurities) and the amounts provided for in Section 7.07. 

        SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claimand other papers or documents as may be necessary or advisable in order to havethe claims of the Trustee and the Holders allowed in any judicial proceedingsrelative to the Issuer, any Guarantor or any Significant Subsidiary, theircreditors or their property and, unless prohibited by law or applicableregulations, may vote on behalf of the Holders in any election of a trustee inbankruptcy or other Person performing similar functions, and any Custodian inany such judicial proceeding is hereby authorized by each Holder to makepayments to the Trustee and, in the event that the Trustee shall consent to themaking of such payments directly to the Holders, to pay to the Trustee anyamount due it for the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and its counsel, and any other amounts duethe Trustee under Section 7.07. 

        SECTION 6.10. Priorities. Subject to the provisions of Article 11 and the IntercreditorAgreement, if the Trustee collects any money or property pursuant to thisArticle 6, it shall pay out the money or property in the following order: 

        FIRST: to the  Trustee for amounts due under Section 7.07; 

         SECOND: to Holders for amounts due and unpaid on the Securities for principal  and interest, ratably, and any liquidated damages without preference or  priority of any kind, according to the amounts due and payable on the  Securities for principal and interest, respectively; and; 

        THIRD: to the  Issuer 

        TheTrustee may fix a record date and payment date for any payment to Holderspursuant to this Section. At least 15 days before such record date, the Trusteeshall mail to each Holder and the Issuer a notice that states the record date,the payment date and amount to be paid. 

        SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right orremedy under this Indenture or in any suit against the Trustee for any actiontaken or omitted by it as Trustee, a court in its discretion may require thefiling by any party litigant in the suit of an undertaking to pay the costs ofthe suit, and the court in its discretion may assess reasonable costs, includingreasonable attorneys' fees, against any party litigant in the suit, having dueregard to the merits and good faith of the claims or defenses made by the partylitigant. This Section does not apply to a suit by the Trustee, a suit by aHolder pursuant to Section 6.07 or a suit by Holders of more than 25% inprincipal amount of the Securities. 

        SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor (tothe extent it may lawfully do so) shall at any time insist upon, or 

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plead, or in any manner whatsoever claim or take the benefitor advantage of, any stay or extension law wherever enacted, now or at any timehereafter in force, which may affect the covenants or the performance of thisIndenture; and the Issuer and each Guarantor (to the extent that it may lawfullydo so) hereby expressly waives all benefit or advantage of any such law, andshall not hinder, delay or impede the execution of any power herein granted tothe Trustee, but shall suffer and permit the execution of every such power asthough no such law had been enacted. 

ARTICLE 7 

Trustee 

        SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and iscontinuing, the Trustee shall exercise the rights and powers vested in it bythis Indenture, subject to such rights or powers being qualified, limited orotherwise affected by the provisions of any Intercreditor Agreement or any otherSecurity Document and use the same degree of care and skill in their exercise asa prudent person would exercise or use under the circumstances in the conduct ofsuch person's own affairs. The Trustee, however, may refuse to follow anydirection that conflicts with law, this Indenture, any Intercreditor Agreementor any other Security Document. 

        (b)        Subject to the provisions of paragraph (a) above: 

        (i)          the Trustee undertakes to perform such duties and only such duties as are  specifically set forth in this Indenture and no implied covenants or  obligations shall be read into this Indenture against the Trustee; *provided*,  that, to the extent those duties are qualified, limited or otherwise affected  by the provisions of any Intercreditor Agreement or any other Security  Document, the Trustee shall be required to perform those duties only as so  qualified, limited or affected; and 

        (ii)          in the absence of bad faith 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 shall examine such  certificates and opinions to determine whether or not they conform to the  requirements of this Indenture. 

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

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

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

        (iii)          the Trustee shall 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 6.02 or 6.05; 

        (d)        Every provision of this Indenture that in any way relates to the Trustee issubject to the provisions of this Section 7.01. 

        (e)        No provision of this Indenture, any Intercreditor Agreement or any otherSecurity Document shall require the Trustee to expend or risk its own funds orotherwise incur financial liability in the performance of any of its dutieshereunder or thereunder or in the exercise of any of its rights or powers, or tootherwise take or not take any action under this Indenture, any InterecreditorAgreement or any other Security Document, unless the Trustee receives indemnityor security satisfactory to it against any loss, liability or expense. 

        (f)        The Trustee shall not be liable for interest on any money received by it exceptas the Trustee may agree in writing with the Issuer. 

        (g)        Money held in trust by the Trustee need not be segregated from other fundsexcept to the extent required by law. 

        SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively rely and shall be fullyprotected in relying on any document believed by it to be genuine and to havebeen signed or presented by the proper Person. The Trustee need not investigateany fact or matter stated in the document. 

        (b)        Before the Trustee acts or refrains from acting, it may require an Officers'Certificate, in form and substance satisfactory to it, or an Opinion of Counselor both. The Trustee shall not be liable for any action it takes or omits totake in good faith in reliance on such Officers' Certificate or Opinion ofCounsel. 

        (c)        The Trustee may act through agents and shall not be responsible for themisconduct or negligence of any agent appointed with due care. 

        (d)        The Trustee shall not be liable for any action it takes or omits to take in goodfaith which it believes to be authorized or within its rights or powersconferred upon it by this Indenture, any Intercreditor Agreement or any otherSecurity Document; *provided*, *however*, that the Trustee's conductdoes not constitute willful misconduct or negligence. 

        (e)        The Trustee may consult with counsel of its selection, and the advice or opinionof counsel with respect to legal matters relating to this Indenture, theSecurities, any Intercreditor Agreement, or any other Security Document shall befull and complete authorization and protection from liability in respect of anyaction taken, 

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omitted or suffered by it hereunder or thereunder in goodfaith and in accordance with the advice or opinion of such counsel. 

        (f)        The Trustee shall not be bound to make any investigation into the facts ormatters stated in any resolution, certificate, statement, instrument, opinion,report, notice, request, direction, consent, order, approval, bond, debenture,note, other evidence of indebtedness or other paper or document, but theTrustee, in its discretion, may make such further inquiry or investigation intosuch facts or matters as it may see fit, and, if the Trustee shall determine tomake such further inquiry or investigation, it shall be entitled to examine thebooks, records and premises of the Issuer or any Guarantor, personally or byagent or attorney at the sole cost of the Issuer. 

        (g)        The Trustee shall be under no obligation to exercise any of the rights or powersvested in it by this Indenture, any Intercreditor Agreement, or any otherSecurity Document at the request, order or direction of any of the Holderspursuant to the provisions of this Indenture, any Intercreditor Agreement, orany other Security Document, unless such Holders shall have offered to theTrustee indemnity or other security satisfactory to the Trustee against thecosts, expenses and liabilities which may be incurred by it in compliance withsuch request, order or direction. 

        (h)        Except with respect to Section 4.01, the Trustee shall have no duty to inquireas to the performance of the Issuer or any Guarantor with respect to thecovenants contained in Article 4. Delivery of reports, information and documentsto the Trustee under Section 4.14 is for informational purposes only and theTrustee's receipt of the foregoing shall not constitute constructive notice ofany information contained therein or determinable from information containedtherein, including the Issuer's and the Guarantors' compliance with any of thecovenants hereunder (as to which the Trustee is entitled to rely exclusively onOfficers' Certificates). 

        (i)        The Trustee shall not have any obligation or duty to monitor, determine orinquire as to compliance, and shall not be responsible or liable for compliancewith restrictions on transfer, exchange, redemption, purchase or repurchase, asapplicable, of minimum denominations imposed under this Indenture or underapplicable law or regulation with respect to any transfer, exchange, redemption,purchase or repurchase, as applicable, of any interest in any Securities. 

        (j)        If any Guarantor is substituted to make payments on behalf of the Issuerpursuant to Article 10, the Issuer shall promptly notify the Trustee of suchsubstitution. 

        (k)        The rights, obligations, privileges, protections, immunities and benefits givento the Trustee, including, without limitation, its right to be indemnified, areextended to, and shall be enforceable by, the Trustee in each of its capacitiesand to each agent, custodian or other person appointed or employed to acthereunder (including, for the avoidance of doubt, each Registrar, Paying Agentand Transfer Agent). 

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        (l)        The Trustee shall not be required to give any bond or surety with respect to theperformance of its duties or the exercise of its powers under this Indenture,any Intercreditor Agreement or any other Security Document. 

        (m)        The permissive right of the Trustee to take the actions permitted by thisIndenture will not be construed as an obligation or duty to do so. 

        (n)        The Trustee shall not be charged with knowledge of any Default or Event ofDefault (other than under Section 6.01(a) or 6.01(b)(i) or of the identity ofany Significant Subsidiary unless either (a) a Trust Officer shall have actualknowledge thereof or (b) the Trustee shall have received notice thereof inaccordance with Section 12.01 hereof from the Issuer, any Guarantor or anyHolder. 

        (o)        Under no circumstances will the Trustee be liable to any person for anyconsequential loss or damage (including loss of business, goodwill, opportunityor profit), even if advised of the possibility of such loss or damage. 

        (p)        The Trustee will not be liable to any person if prevented or delayed inperforming any of its obligations or discretionary functions under thisIndenture, any Intercreditor Agreement, or any other Security Document by reasonof any present or future law applicable to it, by any governmental or regulatoryauthority or by any circumstances beyond its control. 

        (q)        The Trustee may request any notice to it be given in writing. 

        (r)        Unless otherwise specifically provided in this Indenture, any demand request,direction or notice from the Issuer will be sufficient if signed by an Officer,and any resolution of the Board of Directors of any Person shall be sufficientlyevidenced if certified by an Officer thereof to have been duly adopted and to bein full force and effect. 

        (s)        In the event that the Trustee receives inconsistent or conflicting requests andindemnity from two or more Holders or groups of Holders, each representing lessthan a majority in aggregate principal amount of the Securities thenoutstanding, each pursuant to the provisions of this Indenture, the Trustee, inits sole discretion, may determine what action, if any, shall be taken. 

        SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any othercapacity may become the owner or pledgee of Securities and may otherwise dealwith the Issuer or its Affiliates with the same rights it would have if it werenot Trustee. Any Paying Agent or Registrar may do the same with like rights.However, the Trustee must comply with Section 7.10. 

        SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes norepresentation as to the validity or adequacy of this Indenture, any Guarantee,the Securities or any other Security Document, it shall not be accountable forthe Issuer's use of the proceeds from the Securities or any money paid to theIssuer or upon the Issuer's direction under any provision of this Indenture, andit shall 

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not be responsible for any statement of the Issuer or anyGuarantor in this Indenture or in any document issued in connection with thesale of the Securities or in the Securities other than the Trustee's certificateof authentication. 

        SECTION 7.05. Notice of Defaults. If a Default or Event of Default occurs and iscontinuing and if it is known by a Trust Officer of the Trustee, the Trusteeshall mail to each Holder notice of the Default within 30 days after it is knownto a Trust Officer. Except in the case of a Default in payment of principal ofor interest or premium, if any, on any Security (including payments pursuant tothe mandatory redemption provisions of such Security, if any), the Trustee maywithhold the notice if and so long as a committee of its Trust Officers in goodfaith determines that withholding the notice is in the interests of Holders.

        SECTION 7.06. Notification of Listing. The Issuer agrees to notify promptly the Trusteewhenever the Securities become listed on any stock exchange and of any delistingthereof. 

        SECTION 7.07. Compensation and Indemnity. The Issuer and each Guarantor, jointly andseverally, shall pay to the Trustee from time to time reasonable compensationfor its services, including, without limitation, such compensation as the Issuerand the Trustee may agree. The Trustee's compensation shall not be limited byany law on compensation of a trustee of an express trust. The Issuer and eachGuarantor, jointly and severally, shall reimburse the Trustee upon request forall reasonable out-of-pocket expenses incurred or made by it (as evidenced in aninvoice from the Trustee), including costs of collection, in addition to thecompensation for its services. Such expenses shall include the reasonablecompensation and expenses, disbursements and advances of the Trustee's agents,counsel, accountants and experts. The Issuer and each Guarantor, jointly andseverally, shall indemnify the Trustee and their respective officers, directors,agents and employers against any and all loss, liability or expense (includingreasonable attorneys' fees) incurred by or in connection with the administrationof this trust including the reasonable costs and expenses of defending itselfagainst any claim or liability in connection with the exercise or performance ofany of their rights, powers or duties hereunder or under the Securities, any Intercreditor Agreement, or any other Security Document, as the case may be. TheTrustee shall notify the Issuer of any claim for which it may seek indemnitypromptly upon obtaining actual knowledge thereof; *provided*, *however*,that any failure so to notify the Issuer shall not relieve the Issuer or anyGuarantor of its indemnity obligations hereunder. The Issuer shall defend theclaim and the indemnified party shall provide reasonable cooperation at theIssuer's and each Guarantor's expense in the defense. Notwithstanding theforegoing, such indemnified party may, in its sole discretion, assume thedefense of the claim against it and the Issuer and each Guarantor shall, jointlyand severally, pay the reasonable fees and expenses of the indemnified party's defense (as evidenced in an invoice from the Trustee). Such indemnified partiesmay have separate counsel of their choosing and the Issuer and the Guarantors,jointly and severally, shall pay the reasonable fees and expenses of suchcounsel (as evidenced in an invoice from the Trustee); *provided*, *however*, that the Issuer shall not be required to pay such fees and expensesif it assumes such indemnified parties' defense and, in such indemnifiedparties' reasonable judgment, there is no 

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conflict of interest between the Issuer and the Guarantors, asapplicable, and such parties in connection with such defense. The Issuer neednot pay for any settlement made without its consent, which consent shall not beunreasonably withheld. The Issuer need not reimburse any expense or indemnifyagainst any loss, liability or expense incurred by an indemnified party throughsuch party's own willful misconduct, negligence or bad faith. 

To secure the Issuer's and each Guarantor's paymentobligations in this Section 7.07, the Trustee shall have a lien prior to theSecurities on all money or property held or collected by the Trustee other thanmoney or property held in trust to pay principal of and interest on particularSecurities. 

Unless prohibited by applicable law, the Issuer's and eachGuarantor's payment obligations pursuant to this Section and any lien arising thereunder shall survive the satisfaction or discharge of this Indenture, anyrejection or termination of this Indenture under any bankruptcy law or theresignation or removal of the Trustee. Without prejudice to any other rightsavailable to the Trustee or the Paying Agents under applicable law, when theTrustee or the Paying Agents incur expenses after the occurrence of a Defaultspecified in Section 6.01(g) or (h) the expenses are intended to constituteexpenses of administration under the Bankruptcy Law. 

SECTION 7.08. Replacement of Trustee. (a) The Trustee mayresign at any time by so notifying the Issuer. The Holders of a majority inprincipal amount of the Securities the outstanding may remove the Trustee by sonotifying the Trustee and may appoint a successor Trustee. The Issuer shallremove the Trustee if: 

        (i)          the Trustee fails to comply with Section 7.10; 

        (ii)         the Trustee is adjudged bankrupt or insolvent; 

        (iii)        a receiver or other public officer takes charge of the Trustee or its  property; or 

        (iv)        the Trustee otherwise becomes incapable of acting as Trustee hereunder. 

        (b)        If the Trustee resigns, is removed by the Issuer or by the Holders of a majorityin principal amount of the Securities then outstanding and such Holders do notreasonably promptly appoint a successor Trustee, or if a vacancy exists in theoffice of Trustee for any reason (the Trustee in such event being referred toherein as the retiring Trustee), the Issuer shall promptly appoint a successorTrustee. 

        (c)        A successor Trustee shall deliver a written acceptance of its appointment to theretiring Trustee and to the Issuer. Thereupon the resignation or removal of theretiring Trustee shall become effective, and the successor Trustee shall haveall the rights, powers and duties of the Trustee under this Indenture. Thesuccessor Trustee shall mail a notice of its succession to Holders. The retiringTrustee shall promptly transfer all property held by it as Trustee to thesuccessor Trustee, provided that 

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all sums owing to the Trustee hereunder have been paid andsubject to the lien provided for in Section 7.07. 

        (d)        If a successor Trustee does not take office within 60 days after the retiringTrustee resigns or is removed, the retiring Trustee or the Holders of 10% inprincipal amount of the Securities may petition any court of competentjurisdiction for the appointment of a successor Trustee. 

        (e)        If the Trustee fails to comply with Section 7.10, any Holder may petition anycourt of competent jurisdiction for the removal of the Trustee and theappointment of a successor Trustee. 

        (f)        Notwithstanding the replacement of the Trustee pursuant to this Section, theIssuer's obligations under Section 7.07 shall continue for the benefit of theretiring Trustee. 

        SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges orconverts into, or transfers all or substantially all its corporate trustbusiness or assets to, another corporation or banking association, theresulting, surviving or transferee corporation without any further act shall bethe successor Trustee. 

        In case at the timesuch successor or successors by merger, conversion or consolidation to theTrustee shall succeed to the trusts created by this Indenture any of theSecurities shall have been authenticated but not delivered, any such successorto the Trustee may adopt the certificate of authentication of any predecessortrustee, and deliver such Securities so authenticated; and in case at that timeany of the Securities shall not have been authenticated, any successor to theTrustee may authenticate such Securities either in the name of any predecessorhereunder or in the name of the successor to the Trustee; and in all such casessuch certificates shall have the full force which it is anywhere in theSecurities or in this Indenture provided that the certificate of the Trusteeshall have. 

        SECTION 7.10. Eligibility; Disqualification. This Indenture shall at all times have aTrustee that is an entity organized and doing business under the laws of theUnited States or any state thereof, or a member state of the European Union or apolitical subdivision thereof, that is authorized under such laws to exercisecorporate trustee power and that is subject to supervision or examination byfederal or state authorities or by the authorities of a member state of theEuropean Union or a political subdivision thereof. The Trustee shall have acombined capital and surplus of at least $100,000,000 as set forth in its mostrecent published annual report of condition. No obligor under the Securities orPerson directly controlling, controlled by, or under common control with suchobligor shall serve as Trustee. 

        SECTION 7.11. Certain Provisions. Each Holder by accepting a Security authorizes anddirects on his or her behalf the Trustee to enter into and to take such actionsand to make such acknowledgements as are set forth in this Indenture and the

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Intercreditor Agreements or other documents entered into inconnection herewith and therewith. 

        The Trustee shallnot be responsible for the legality, validity, effectiveness, suitability,adequacy or enforceability of any of the Security Documents or any obligation orrights created or purported to be created thereby or pursuant thereto or anysecurity or the priority thereof constituted or purported to be constitutedthereby or pursuant thereto, nor shall it be responsible or liable to any personbecause of any invalidity of any provision of such documents or theunenforceability thereof, whether arising from statute, law or decision of anycourt. The Trustee shall be under no obligation to monitor or supervise thefunctions of the Joint Security Agent under the Security Documents and shall beentitled to assume that the Joint Security Agent is properly performing itsfunctions and obligations thereunder and the Trustee shall not be responsiblefor any diminution in the value of or loss occasioned to the assets subjectthereto by reason of the act or omission by the Joint Security Agent in relationto its functions thereunder. The Trustee shall have no responsibility whatsoeverto the Issuer, any Guarantor or any Holder as regards any deficiency which mightarise because the Trustee is subject to any tax in respect of the SecurityDocuments, the security created thereby or any part thereof or any incometherefrom or any proceeds thereof. 

ARTICLE 8 

Discharge of Indenture; Defeasance 

        SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (i) alloutstanding Securities (other than Securities replaced or paid pursuant toSection 2.07) have been canceled or delivered to the Trustee for cancellation or(ii) all outstanding Securities have become due and payable, whether at maturityor as a result of the delivery of a notice of redemption pursuant to Article 3hereof, and the Issuer irrevocably deposits with the Trustee cash in euro in anamount sufficient or Euro Government Obligations, the principal of and intereston which will be sufficient, or a combination thereof sufficient, in the writtenopinion of an internationally recognized firm of independent public accountantsdelivered to the Trustee (which delivery shall only be required if EuroGovernment Obligations have been so deposited), to pay the principal, premium,if any, Additional Amounts, if any, and interest on the outstanding Securitieswhen due at maturity or upon redemption of, including interest thereon tomaturity or such redemption date (other than Securities replaced or paidpursuant to Section 2.07) and if in either case the Issuer pays all other sumspayable hereunder by the Issuer, then this Indenture shall, subject to Section8.01(c), cease to be of further effect. The Trustee shall acknowledgesatisfaction and discharge of this Indenture on demand of the Issuer accompaniedby an Officers' Certificate, in form and substance satisfactory to the Trustee,and an Opinion of Counsel and at the cost and expense of the Issuer. 

        (b)        Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i)all of its obligations under the Securities and this Indenture ("*legaldefeasance option*") or (ii) its obligations under Article 4 (other thanSections 4.01, 4.18 and 4.19) and the operation of Sections 5.01(a)(3), 5.01(b),6.01(f), 6.01(g) (with respect

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to Guarantors and Significant Subsidiaries of the Companyonly), 6.01(h) (with respect to Guarantors and Significant Subsidiaries of theCompany only), 6.01(i), 6.01(j), 6.01(k) and 6.01(l) ("*covenant defeasanceoption*"). The Issuer may exercise its legal defeasance optionnotwithstanding its prior exercise of its covenant defeasance option. 

        If the Issuerexercises its legal defeasance option or its covenant defeasance option, eachGuarantor will be released from all its obligations with respect to itsGuarantee and the Security Documents will be released. 

        If the Issuerexercises its legal defeasance option, payment of the Securities may not beaccelerated because of an Event of Default. If the Issuer exercises its covenantdefeasance option, payment of the Securities may not be accelerated because ofan Event of Default specified in Section 6.01(d), 6.01(e), 6.01(f), 6.01(g)(with respect to Guarantors and Significant Subsidiaries only), 6.01(h) (withrespect to Guarantors and Significant Subsidiaries only), 6.01(i), 6.01(j),6.01(k) or 6.01(l) or because of the failure to comply with clause (3) ofSection 5.01(a) or Section 5.01(b). 

        Upon satisfactionof the conditions set forth herein and upon request and at the expense of theIssuer, the Trustee shall acknowledge in writing the discharge of thoseobligations that the Issuer terminates. 

        (c)        Notwithstanding clauses (a) and (b) above, the Issuer's and the Guarantors'obligations, as applicable, in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,7.07, 7.08 and in this Article 8 shall survive until the Securities have beenpaid in full. Thereafter, the Issuer's and the Guarantors' obligations, asapplicable, in Sections 7.07, 8.05 and 8.06 shall survive. 

        SECTION 8.02. Conditions to Defeasance. (a) The Issuer may exercise its legal defeasanceoption or its covenant defeasance option only if: 

        (i)          the Issuer must irrevocably deposit with the Trustee, in trust, for the  benefit of the Holders, cash in euro or Euro Government Obligations, or a  combination thereof, in such amounts as will be sufficient, in the opinion of  an internationally recognized firm of independent public accountants, for the  payment of the aggregate principal, premium, if any, interest and Additional  Amounts, if any, on the Securities to redemption or maturity, as the case may  be, and must deliver to the Trustee: 

        (A)          an Opinion of Counsel to the effect that Holders will not recognize income,  gain or loss for US federal income tax purposes as a result of such deposit  and defeasance and will be subject to US federal income tax on the same  amounts and in the same manner and at the same times as would have been the  case if such deposit and defeasance had not occurred (and, in the case of the  legal defeasance option only, such opinion of counsel must be based on a  ruling of the Internal Revenue Service or other change in applicable US  federal income tax law); and 

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        (B)          an Opinion of Counsel in the jurisdiction organization of the Issuer to the  effect that the Holders will not recognize income, gain or loss for income tax  purposes of such jurisdiction as a result of such deposit and defeasance and  will be subject to income tax in such jurisdiction on the same amounts and in  the same manner and at the same times as would have been the case if such  deposit and defeasance had not occurred; 

        (ii)          90 days pass after the deposit is made and during the 90-day period no Default  specified in Section 6.01(g) or 6.01(h) with respect to the Issuer or any  other Person making such deposit occurs which is continuing at the end of the  period; 

        (iii)          no Default or Event of Default has occurred and is continuing on the date of  such deposit and after giving effect thereto; 

        (iv)          the exercise of the legal defeasance option or the covenant defeasance option  shall not result in a breach or violation of, or constitute a default under  any other agreement or instrument (other than this Indenture) to which the  Company or any of its Restricted Subsidiaries is a party or by which the  Company or any of its Restricted Subsidiaries is bound; 

        (v)          the Issuer shall have delivered to the Trustee an Officers' Certificate  stating that the deposit was not made by the Issuer with the intent of  defeating, hindering, delaying, defrauding or preferring any creditors of the  Issuer or Holdings or others; 

        (vi)          the Issuer delivers to the Trustee an Opinion of Counsel to the effect that  the trust resulting from the deposit does not constitute, or is qualified as,  a regulated investment company under the U.S. Investment Company Act of 1940;  

        (vii)          the Issuer delivers to the Trustee an Officers' Certificate, in form and  substance satisfactory to the Trustee, and an Opinion of Counsel, each stating  that all conditions precedent to the defeasance and discharge of the  Securities as contemplated by this Article 8 have been complied with, and  

        (viii)          the Issuer delivers to the Trustee all other documents or other information  that the Trustee may reasonably require in connection with the defeasance.  

        (b)        Before or after a deposit, the Issuer may make arrangements satisfactory to theTrustee for the redemption of Securities at a future date in accordance withArticle 3. 

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        SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money orGovernment Obligations deposited with it pursuant to this Article 8. It shallapply the deposited money and the money from the Euro Government Obligationsthrough the Paying Agent and in accordance with this Indenture to the payment ofprincipal of and interest on the Securities. Money and securities so held intrust are not subject to the Intercreditor Agreement. 

        SECTION 8.04. Repayment to Issuer. The Trustee and the Paying Agent shall promptly turnover to the Issuer upon request any money or Euro Government Obligations held byit as provided in this Article which, in the written opinion of aninternationally recognized firm of independent public accountants delivered tothe Trustee (which delivery shall only be required if Euro GovernmentObligations have been so deposited), are in excess of the amount thereof whichwould then be required to be deposited to effect an equivalent discharge ordefeasance in accordance with this Article. 

        Subject to anyapplicable abandoned property law, the Trustee and the Paying Agent shall pay tothe Issuer upon written request any money held by them for the payment ofprincipal or interest that remains unclaimed for two years, and, thereafter,Holders entitled to the money must look to the Issuer for payment as generalcreditors, and the Trustee and the Paying Agent shall have no further liabilitywith respect to such monies. 

        SECTION 8.05. Indemnity for Euro Government Obligations. The Issuer shall pay and shallindemnify the Trustee against any tax, fee or other charge imposed on orassessed against deposited Euro Government Obligations or the principal andinterest received on such Euro Government Obligations. 

        SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any moneyor Euro Government Obligations in accordance with this Article 8 by reason ofany legal proceeding or by reason of any order or judgment of any court orgovernmental authority enjoining, restraining or otherwise prohibiting suchapplication, the Issuer's and the Guarantors' obligations under this Indentureand the Securities shall be revived and reinstated as though no deposit hadoccurred pursuant to this Article 8 until such time as the Trustee or PayingAgent is permitted to apply all such money or Euro Government Obligations inaccordance with this Article 8;*provided, however*, that, if the Issuerhas made any payment of principal of or interest on any Securities because ofthe reinstatement of its obligations, the Issuer shall be subrogated to therights of the Holders of such Securities to receive such payment from the moneyor Euro Government Obligations held by the Trustee or Paying Agent. 

ARTICLE 9 

Amendments 

        SECTION 9.01. Without Consent of Holders. (a) The Issuer, the Guarantors, the Trustee andthe Joint Security Agent may amend this Indenture, the Securities and theSecurity Documents without notice to or consent of any Holder: 

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

        (2)        to provide for the assumption by a successor corporation of the obligations ofthe Company, the Issuer, or any other Guarantor under this Indenture; 

        (3)       to provide for uncertificated Securities in addition to or in place ofcertificated Securities (provided that the uncertificated Securities are issuedin registered form for purposes of Section 163(f) of the Code, or in a mannersuch that the uncertificated Securities are described in Section 163(f)(2)(B) ofthe Code); 

        (4)        to add Guarantees with respect to the Securities, or to release Guarantors fromGuarantees in accordance with the terms of this Indenture; 

        (5)        to provide additional security for the Securities or to release all or anyportion of the Collateral pursuant to the terms of the Security Documents;

        (6)        to add to the covenants of the Company, the Issuer or another Guarantor for thebenefit of the holders of the Securities or to surrender any right or powerconferred upon the Company, the Issuer or another Guarantor; 

        (7)        to make any change that does not adversely affect the rights of any Holder ofthe Securities in any material respect; 

        (8)        to make any amendment to the provisions of this Indenture relating to thetransfer and legending of Securities; *provided, however*, that (a)compliance with this Indenture as so amended would not result in Securitiesbeing transferred in violation of the Securities Act or any other applicablesecurities law and (b) such amendment does not materially and adversely affectthe rights of Holders to transfer Securities; or 

        (9)        to the extent necessary to provide for the granting of a security interest forthe benefit of any Person; *provided, however*, that the granting of suchsecurity interest is not prohibited under Section 4.12 or otherwise under thisIndenture. 

        SECTION 9.02. With Consent of Holders. (a) The Issuer, the Guarantors, the Trustee and theJoint Security Agent may amend this Indenture, the Securities and the SecurityDocuments without notice to any Holder but with the written consent of theHolders of at least a majority in aggregate principal amount of the Securitiesthen outstanding and issued under this Indenture (including consents obtained inconnection with a tender offer or exchange for the Securities). However, exceptas otherwise provided herein, without the consent of each Holder affected, anamendment or waiver may not: 

        (1)        reduce the principal amount of Securities whose Holders must consent to anamendment, supplement or waiver; 

        (2)        reduce the rate of or extend the time for payment of interest on any Security;

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        (3)        reduce the principal of or change the Stated Maturity of any Security 

        (4)        reduce the amount payable upon the redemption of any Security or change the timeat which any Security may be redeemed in accordance with Article 3; 

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

        (6)        impair the right of any Holder of the Securities to receive payment of principalof and interest on such Holder's Securities on or after the due dates thereforor to institute suit for the enforcement of any payment on or with respect tosuch Holder's Securities or any Guarantee in respect thereof; 

        (7)        make any change in this Section 9.02 or in the waiver provisions of thisIndenture; 

        (8)        make any change in the ranking or priority of any Security that would adverselyaffect the Holders; 

        (9)        make any change in or release, other than in accordance with this Indenture, anyGuarantee that would adversely affect the Holders in any material respect;

       (10)      make any change in any Security Document orthe provisions in this Indenture dealing with Security Documents or applicationof trust proceeds of the Collateral that would adversely affect the Holders inany material respect; or 

        (11)      make any change in the provisions of Section 4.15 of this Indenture thatadversely affects the rights of any Holder or amend the terms of the Securitiesor this Indenture in a way that would result in the loss of an exemption fromany of the Taxes described thereunder. 

        SECTION 9.03. Notice. After an amendment under Sections 9.01 or 9.02 becomes effective,the Issuer shall mail to Holders a notice briefly describing such amendment; *provided*,*however*, that the failure to give such notice to allHolders, or any defect therein, shall not impair or affect the validity of anamendment under such Sections. 

        In the event of theoccurrence of any of the foregoing amendments, supplements and waivers describedin Section 9.01 or Section 9.02, the Issuer will, if and for so long as theSecurities are listed on the Luxembourg Stock Exchange, to the extent such StockExchange so requires, (i) inform such Stock Exchange and (ii) publish a noticein a newspaper having general circulation in Luxembourg. 

        SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A written consent to anamendment or a waiver by a Holder shall bind the Holder and every subsequentHolder of that Security or portion of the Security that evidences the same debtas the consenting Holder's Security, even if notation of the consent or waiveris not made 

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on the Security. However, any such Holder or subsequent Holdermay revoke the written consent or waiver as to such Holder's Security or portionof the Security if the Trustee receives the notice of revocation before the dateon which the Trustee receives an Officers' Certificate from the Issuercertifying that the requisite number of consents have been received. After anamendment or waiver becomes effective, it shall bind every Holder. An amendmentor waiver becomes effective upon the (i) receipt by the Issuer or the Trustee ofthe requisite number of consents, (ii) satisfaction of conditions toeffectiveness as set forth in this Indenture and any indenture supplementalhereto containing such amendment or waiver and (iii) execution of such amendmentor waiver (or supplemental indenture) by the Issuer, the Guarantors and theTrustee. 

        (b)        The Issuer may, but shall not be obligated to, fix a record date for the purposeof determining the Holders entitled to give their written consent or take anyother action described above or required or permitted to be taken pursuant tothis Indenture. If a record date is fixed, then notwithstanding the immediatelypreceding paragraph, those Persons who were Holders at such record date (ortheir duly designated proxies), and only those Persons, shall be entitled togive such consent or to revoke any consent previously given or to take any suchaction, whether or not such Persons continue to be Holders after such recorddate. No such consent shall be valid or effective for more than 120 days aftersuch record date. 

        SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms ofa Security, the Trustee may require the Holder of the Security to deliver it tothe Trustee. The Trustee may place an appropriate notation on the Securityregarding the changed terms and return it to the Holder. Alternatively, if theIssuer or the Trustee so determines, the Issuer in exchange for the Securityshall issue and the Trustee shall authenticate a new Security that reflects thechanged terms. Failure to make the appropriate notation or to issue a newSecurity shall not affect the validity of such amendment. 

        SECTION 9.06. Trustee and Joint Security Agent to Sign Amendments. The Trustee and theJoint Security Agent shall sign any amendment authorized pursuant to thisArticle 9 if the amendment does not impose any personal obligations on theTrustee or the Joint Security Agent or adversely affect the rights, duties,liabilities or immunities of the Trustee and the Joint Security Agent under thisIndenture and the Intercreditor Agreement, as applicable. If it does, theTrustee or the Joint Security Agent may, but need not sign it. In signing suchamendment the Trustee and the Joint Security Agent shall be entitled to receiveindemnity satisfactory to it and to receive, and (subject to Section 7.01) shallbe fully protected in relying upon, an Officers' Certificate, in form andsubstance satisfactory to the Trustee, and an Opinion of Counsel stating thatsuch amendment is authorized or permitted by this Indenture and that suchamendment is the legal, valid and binding obligation of the Issuer and theGuarantors enforceable against them in accordance with its terms, subject tocustomary exceptions, and complies with the provisions hereof. Subject to thisSection 9.06 and the terms of the Intercreditor Agreement, the Joint SecurityAgent shall at the direction of the Issuer sign amendments to this Indenture.

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        SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the Companyshall, directly or indirectly, pay or cause to be paid any consideration,whether by way of interest, fee or otherwise, to any Holder for or as aninducement to any consent, waiver or amendment of any of the terms or provisionsof this Indenture, the Securities or the Security Documents unless suchconsideration is offered to all Holders and is paid to all Holders that soconsent, waive or agree to amend (and do not waive their right to payment) inthe time frame set forth in solicitation documents relating to such consent,waiver or agreement. 

ARTICLE 10

Guarantees 

        SECTION 10.01. Guarantees. (a) Each Guarantor (other than Midco) hereby jointly andseverally irrevocably guarantees, as primary obligor and not merely as surety,on a senior basis to each Holder, the Joint Security Agent (on behalf of and forthe benefit of the Holders and the Trustee, for the purposes of this Article 10,and not in its individual capacity, but solely in its role as representative ofthe Holders and the Trustee in holding and enforcing the Collateral and theSecurity Documents) and to the Trustee and its successors and assigns (i) thefull and punctual payment when due, whether at Stated Maturity, by acceleration,or otherwise, of all payment obligations of the Issuer under this Indenture andthe Securities, whether for payment of principal of or interest on theSecurities and all other monetary obligations of the Issuer under this Indentureand the Securities and (ii) the full and punctual performance within applicablegrace periods of all other obligations of the Issuer whether for fees, expenses,indemnification or otherwise under this Indenture and the Securities (all theforegoing being hereinafter collectively called the "*Guaranteed Obligations*").Each Guarantor (other than Midco) further agrees that the Guaranteed Obligationsmay be extended or renewed, in whole or in part, without notice or furtherassent from each such Guarantor, and that each such Guarantor shall remain boundunder this Article 10 notwithstanding any extension or renewal of any GuaranteedObligation. 

        (b)        Each Guarantor (other than Midco) waives presentation to, demand of payment fromand protest to the Issuer of any of the Guaranteed Obligations and also waivesnotice of protest for nonpayment. Each Guarantor waives notice of any defaultunder the Securities or the Guaranteed Obligations. The obligations of eachGuarantor (other than Midco) hereunder shall not be affected by (i) the failureof any Holder, the Joint Security Agent on behalf of the Holders and the Trusteeor the Trustee to assert any claim or demand or to enforce any right or remedyagainst the Issuer or any other Person under this Indenture, the Securities orany other agreement or otherwise; (ii) any extension or renewal of any thereof;(iii) any rescission, waiver, amendment or modification of any of the terms orprovisions of this Indenture, the Securities or any other agreement; (iv) therelease of any Security held by any Holder, the Joint Security Agent or theTrustee for the Guaranteed Obligations or any of them; (v) the failure of anyHolder, the Joint Security Agent on behalf of the Holders or the Trustee toexercise any right or remedy against any other guarantor of the GuaranteedObligations; or (vi) any change in the ownership of such Guarantor, except asprovided in Section 10.03. 

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        (c)        Each Guarantor (other than Midco) hereby waives any right to which it may beentitled to have its obligations hereunder divided among the Guarantors, suchthat such Guarantor's obligations would be less than the full amount claimed.Each Guarantor (other than Midco) hereby waives any right to which it may beentitled to have the assets of the Issuer first be used and depleted as paymentof the Issuer's or such Guarantor's obligations hereunder prior to any amountsbeing claimed from or paid by such Guarantor hereunder. Each Guarantor (otherthan Midco) hereby waives any right to which it may be entitled to require thatthe Issuer be sued prior to an action being initiated against such Guarantor.

        (d)        Each Guarantor (other than Midco) further agrees that its Guarantee hereinconstitutes a guarantee of payment when due (and not a guarantee of collection)and waives any right to require that any resort be had by any Holder or theTrustee to any Security held for payment of the Guaranteed Obligations. 

        (e)        If any Guarantor (other than Midco) makes payments under its Guarantee, eachGuarantors must contribute their share of such payments. Each Guarantors' sharesof such payment will be computed based on the proportion that the net worth ofthe relevant Guarantor represents relative to the aggregate net worth of all theGuarantors combined. 

        (f)        Each Guarantor agrees that its Guarantee shall remain in full force and effectuntil payment in full of the Guaranteed Obligations. Except as expressly setforth in Sections 8.01(b), 10.04 and 10.08, the obligations of each Guarantorhereunder shall not be subject to any reduction, limitation, impairment ortermination for any reason, including any claim of waiver, release, surrender,alteration or compromise, and shall not be subject to any defense of setoff,counterclaim, recoupment or termination whatsoever or by reason of theinvalidity, illegality or unenforceability of the Guaranteed Obligations orotherwise. Without limiting the generality of the foregoing, the obligations ofeach Guarantor herein shall not be discharged or impaired or otherwise affectedby the failure of any Holder, the Joint Security Agent on behalf of the Holdersand the Trustee or the Trustee to assert any claim or demand or to enforce anyremedy under this Indenture, the Securities or any other agreement, by anywaiver or modification of any thereof, by any default, failure or delay, willfulor otherwise, in the performance of the obligations, or by any other act orthing or omission or delay to do any other act or thing which may or might inany manner or to any extent vary the risk of such Guarantor or would otherwiseoperate as a discharge of such Guarantor as a matter of law or equity. 

        (g)        Each Guarantor (other than Midco) agrees that its Guarantee herein shallcontinue to be effective or be reinstated, as the case may be, if at any timepayment, or any part thereof, of principal of or interest on any GuaranteedObligation is rescinded or must otherwise be restored by any Holder or theTrustee upon the bankruptcy or reorganization of the Issuer or otherwise. 

        (h)        In furtherance of the foregoing and not in limitation of any other right whichany Holder or the Trustee has at law or in equity against any Guarantor by

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virtue hereof, upon the failure of the Issuer to pay theprincipal of or interest on any Guaranteed Obligation when and as the same shallbecome due, whether at maturity, by acceleration, by redemption or otherwise, orto perform or comply with any other Guaranteed Obligation, each Guarantor (otherthan Midco) hereby promises to and shall, upon receipt of written demand by theTrustee, forthwith pay, or cause to be paid, in cash, to the Holders or theTrustee an amount equal to the sum of (i) the unpaid principal amount of theSecurities, (ii) accrued and unpaid interest on the Securities and (iii) allother monetary obligations of the Issuer to the Holders and the Trustee,including any other unpaid principal amount of such Guaranteed Obligations,accrued and unpaid interest on such Guaranteed Obligations (but only to theextent not prohibited by law) and any Additional Amounts. 

        (i)        Each Guarantor (other than Midco) agrees that it shall not be entitled to anyright of subrogation in relation to the Holders or the Trustee in respect of anyGuaranteed Obligations guaranteed hereby until payment in full of all GuaranteedObligations. Each Guarantor (other than Midco) further agrees that, as betweenit, on the one hand, and the Holders and the Trustee, on the other hand, (i) thematurity of the Guaranteed Obligations guaranteed hereby may be accelerated as*provided* in Article 6 for the purposes of any Guarantee herein,notwithstanding any stay, injunction or other prohibition preventing suchacceleration in respect of the Guaranteed Obligations guaranteed hereby, and(ii) in the event of any declaration of acceleration of such GuaranteedObligations as provided in Article 6, such Guaranteed Obligations (whether ornot due and payable) shall forthwith become due and payable by such Guarantorfor the purposes of this Section 10.01. 

        (j)        Each Guarantor (other than Midco) also agrees to pay any and all reasonablecosts and expenses (including reasonable attorneys' fees and expenses) incurredby the Trustee or any Holder in enforcing any rights under this Section. 

        (k)        Upon request of the Trustee, each Guarantor shall execute and deliver suchfurther instruments and do such further acts as the Trustee may reasonablyrequire to carry out more effectively the purpose of this Indenture. 

        SECTION 10.02. Midco Guarantee. Midco hereby irrevocably guarantees to the Joint SecurityAgent the punctual performance by the Issuer of all of the Issuer's Obligationsunder the Senior Finance Documents pursuant to the Midco Guarantee Agreement,which is incorporated by reference and made a part of this Indenture. 

        SECTION 10.03. Release of Guarantees. (a) Notwithstanding anything in this Indenture to thecontrary, the Guarantee of a Subsidiary Guarantor shall be released: 

        (1)        in accordance with Sections 5.01(b) or (c) of this Indenture, including topermit the consummation of Asset Dispositions permitted or not prohibited by,and in accordance with Sections 4.05 and 5.01(b); 

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        (2)        if a Subsidiary Guarantor is designated as an Unrestricted Subsidiary inaccordance with this Indenture; 

        (3)        subject to Articles 7 and 8, upon legal defeasance or covenant defeasance orsatisfaction and discharge of the Securities and the Issuer's Obligations underthis Indenture; or 

        (4)        concurrently with the consummation of an enforcement action taken by the JointSecurity Agent with respect to the Capital Stock or assets of such Guarantor inaccordance with Sections 10.1, 10.2 and 10.3 and the other applicable provisions(including the Security Enforcement Principles) of the Intercreditor Agreement.

        (b)        Notwithstanding anything in this Indenture to the contrary, the Midco Guaranteegranted pursuant to the Midco Guarantee Agreement shall be released: 

        (1)        in accordance with Section 5.01(a) of this Indenture; 

        (2)        subject to Articles 7 and 8, upon legal defeasance or covenant defeasance orsatisfaction and discharge of the Securities and the Obligations of the Issuerunder this Indenture; or 

        (3)        concurrently with the consummation of an enforcement action taken by the JointSecurity Agent with respect to the Company Share Pledge in accordance withSections 10.1, 10.2 and 10.3 and the other applicable provisions (including theSecurity Enforcement Principles) of the Intercreditor Agreement. 

        (c)        Notwithstanding anything in this Indenture to the contrary, the Guarantee of theCompany shall not be released, except subject to Articles 7 and 8, upon legaldefeasance or covenant defeasance or satisfaction and discharge of theSecurities and the Obligations under this Indenture. For the avoidance of doubt,the Guarantee of the Company shall not be released in the event of anenforcement action taken by the Joint Security Agent pursuant to Article 11 andthe Intercreditor Agreement. 

        SECTION 10.04. Limitation on Liability. Any term or provision of this Indenture to thecontrary notwithstanding, the maximum aggregate amount of the GuaranteedObligations guaranteed hereunder by any Guarantor shall not exceed the maximumamount that can be hereby guaranteed by the applicable Guarantor withoutrendering the Guarantee, as it relates to such Guarantor, voidable underapplicable law relating to fraudulent conveyance, fraudulent transfer, corporatebenefit, financial assistance or similar laws affecting the rights of creditorsgenerally. 

        SECTION 10.05. Successors and Assigns. This Article 10 shall be binding upon each Guarantorand, subject to Section 10.03, its successors and assigns and shall inure to thebenefit of the successors and assigns of the Trustee and the Holders and, in theevent of any transfer or assignment of rights by any Holder or the Trustee, therights and privileges conferred upon that party in this Indenture and in theSecurities shall 

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automatically extend to and be vested in such transferee orassignee, all subject to the terms and conditions of this Indenture. 

        SECTION 10.06. No Waiver. Neither a failure nor a delay on the part of either the Trusteeor the Holders in exercising any right, power or privilege under this Article 10shall operate as a waiver thereof, nor shall a single or partial exercisethereof preclude any other or further exercise of any right, power or privilege.The rights, remedies and benefits of the Trustee and the Holders hereinexpressly specified are cumulative and not exclusive of any other rights,remedies or benefits which either may have under this Article 10 at law, inequity, by statute or otherwise. 

        SECTION 10.07. Modification. No modification, amendment or waiver of any provision of thisArticle 10, nor the consent to any departure by any Guarantor therefrom, shallin any event be effective unless the same shall be in writing and signed by theTrustee, and then such waiver or consent shall be effective only in the specificinstance and for the purpose for which given. No notice to or demand on anyGuarantor in any case shall entitle such Guarantor to any other or furthernotice or demand in the same, similar or other circumstances. 

        SECTION 10.08. Execution of Guarantee Agreement for Future Guarantors. Each Subsidiarywhich is required to become a Guarantor pursuant to this Indenture shallpromptly execute and deliver to the Trustee a Guarantee Agreement in the form ofExhibit B hereto pursuant to which such Subsidiary shall become a Guarantorunder this Article 10 and shall guarantee the Guaranteed Obligations.Concurrently with the execution and delivery of such supplemental indenture, theIssuer shall deliver to the Trustee an Opinion of Counsel and an Officers'Certificate, in form and substance satisfactory to the Trustee, to the effectthat such supplemental indenture has been duly authorized, executed anddelivered by such Subsidiary and that, subject to the application of bankruptcy,insolvency, moratorium, fraudulent conveyance or transfer and other similar lawsrelating to creditors' rights generally and to the principles of equity or othersimilar principles of law, whether considered in a proceeding at law or inequity, the Guarantee of such Guarantor is a legal, valid and binding obligationof such Guarantor, enforceable against such Guarantor in accordance with itsterms and or to such other matters as the Trustee may reasonably request. 

        SECTION 10.09. Non-Impairment. The failure to endorse a Guarantee on any Security shall notaffect or impair the validity thereof. 

ARTICLE 11 

Collateral and Security Documents 

        SECTION 11.01. Collateral and Security Documents. (a) To secure the full and punctualpayment when due and the full and punctual performance of the Obligations underthe Senior Finance Documents, including without limitation, the Securities, thisIndenture, the Credit Agreement and the Hedging Documents, the Company, Midco,the Issuer, the Trustee, the Joint Security Agent, the Senior Agent and 

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the other parties thereto have entered into the IntercreditorAgreement and the other Security Documents and may enter into additionalSecurity Documents. 

        (b)        Each Holder, byaccepting a Security, (i) consents and agrees to all of the terms of theIntercreditor Agreement, any Additional Intercreditor Agreement and the otherSecurity Documents as the same may be in effect or may be amended from time totime in accordance with their terms, (ii) appoints the Joint Security Agent asits agent under the Intercreditor Agreement and Security Documents, (iii)authorizes and directs the Trustee and the Joint Security Agent to enter intothe Intercreditor Agreement and the Security Documents and (iv) authorizes theTrustee and the Joint Security Agent to perform their respective obligations andto exercise their respective rights under the Intercreditor Agreement and theother Security Documents on its behalf. In addition, each Holder furtheracknowledges and agrees that the Trustee is not required to, and shall not, takeany action requested by a Holder under, in respect of or otherwise in connectionwith the Intercreditor Agreement, any Additional Intercreditor Agreement and anySecurity Document, including, without limitation, instructing the Joint SecurityAgent to enforce any of the Security Documents pursuant to Section 11.03 ordelivering or canceling a Stop Notice or taking other action pursuant to Section11.04, unless the requisite Holders have properly instructed the Trustee inaccordance with the terms of this Indenture and such Intercreditor Agreement,and the Trustee shall suffer no liability for not acting in the absence of anysuch instructions. 
        (c)       As more fully set forth in, and subject to the provisions of the IntercreditorAgreement and the other Security Documents, the Collateral is pledged on afirst-priority basis for the benefit of the Joint Security Agent. 
        (d)        The Joint Security Agentagrees that it will hold the security interests in Collateral created under anySecurity Agreement to which it is a party as contemplated by this Indenture orany Intercreditor Agreement, and any and all proceeds thereof, for the benefitof, among others, the Trustee and the Holders, without limiting the JointSecurity Agent rights including under Section 11.02, to act in preservation ofthe security interest in the Collateral. The Joint Security Agent will takeaction or refrain from taking action in connection therewith only as directed bythe Trustee. 
        SECTION 11.02. Suits To Protect the Collateral. Subject to the provisions of the SecurityDocuments and the Intercreditor Agreement, the Joint Security Agent shall havepower to institute and to maintain such suits and proceedings as it may deemexpedient to prevent any impairment of the Collateral by any acts which may beunlawful or in violation of any of the Security Documents or this Indenture, andsuch suits and proceedings as the Joint Security Agent, in its sole discretion,may deem expedient to preserve or protect the security interests in theCollateral created under the Security Documents (including power to instituteand maintain suits or proceedings to restrain the enforcement of or compliancewith any legislative or other governmental enactment, rule or order that may beunconstitutional or otherwise invalid if the enforcement of, or compliance with,such enactment, rule or order would impair the Lien on the Collateral or beprejudicial to the interests of the Holders or the Trustee). 

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        SECTION 11.03. Enforcement of Security Documents. (a) Subject and pursuant to theIntercreditor Agreement, following any acceleration of the Securities underSection 6.02, Holders representing at least 25% in principal amount of theSecurities may instruct the Trustee to instruct the Joint Security Agent toenforce the Security Documents in accordance with the terms of the IntercreditorAgreements. The enforcement of the Security Documents shall be conducted inaccordance with the terms of the Intercreditor Agreements. 

        (b)        Subject and pursuant to the Intercreditor Agreements, Holders representing atleast a majority in principal amount of the Securities may (among other things):

        (1)        instruct the Trustee to consent to the enforcement of the Security Documentsother than in accordance with the Security Enforcement Principles; and 

        (2)        determine that, and instruct the Trustee to notify the Joint Security Agentthat, the 45-day consultation period prior to instructing the Joint SecurityAgent to enforce the Security Documents provided for in the IntercreditorAgreement could be reasonably expected to have a material adverse effect on (i)the ability to enforce any of the Security Documents or (ii) the realizationproceeds of any enforcement of the Security Documents. 

        (c)        Except as provided in the Intercreditor Agreement, neither the Trustee nor anyHolder shall have any individual right to enforce the Security Documents orrequire the Security Documents to be enforced. 

        SECTION 11.04. Other Actions under Intercreditor Agreement. Subject and pursuant to theIntercreditor Agreement, Holders representing at least 25% in principal amountof the Securities may (among other things) instruct the Trustee to deliver aStop Notice, or cancel a Stop Notice, pursuant to clause 4(b) of theIntercreditor Agreement. 

        SECTION 11.05. Amendments. The Joint Security Agent agrees that it will only enter into anamendment to the Intercreditor Agreement or enter into or amend any otherAdditional Intercreditor Agreement entered into in accordance with Section 4.16upon a direction of the Issuer, given in accordance with Section 4.16, to do so.The Joint Security Agent shall sign any amendment authorized pursuant to Article9 if the amendment does not adversely affect the rights, duties, liabilities orimmunities of the Joint Security Agent. 

        SECTION 11.06. Release of Collateral. (a) Subject to subsections (b), (c) and (d) of thisSection 11.06, the Collateral may be released from the security interests andLiens created by the Security Documents at any time and from time to time inaccordance with the provisions of this Indenture, the Intercreditor Agreementsand the other Security Documents: 

        (1)        to permit the consummation of Asset Dispositions permitted or not prohibited by,and in accordance with, Section 4.05; 

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        (2)        to permit the sale, transfer or other disposal of the Capital Stock or assets ofSubsidiary Guarantor in accordance with Section 5.01(b); 

        (3)        pursuant to the Security Documents (other than the Intercreditor Agreement);

        (4)        pursuant to any amendment, waiver or supplement of this Indenture, anyIntercreditor Agreement and the Security Documents in accordance with Article 9;

        (5)        whether prior to or after the discharge of the Credit Agreement and the otherSenior Finance Documents, if (and for so long as) the security interests andLiens on the Collateral under the Issuer Bank Accounts Maintenance AgreementPledge or relating to Subordinated Shareholder Debt, intercompany loans amongthe Company and its Restricted Subsidiaries, or the Capital Stock and assets ofSubsidiary Guarantors shall have been released by the Joint Security Agent onbehalf of the Senior Creditors (other than the Holders, the Trustee and theJoint Security Agent), and there exist no other security interests or Liens withrespect to the such Collateral except as provided in Section 4.12(ii)(B); or

        (6)        concurrently with the consummation of an enforcement action taken by the JointSecurity Agent with respect to such Collateral in accordance with Sections 10.1,10.2 and 10.3 and the other applicable provisions (including the SecurityEnforcement Principles) of the Intercreditor Agreement. 

        (b)        Except as set forth in Section 11.06(a) and 11.07, the Collateral may not bereleased from the security interests and Liens under the Security Documents.

        (c)        At any time when an Event of Default has occurred and is continuing, no releaseof the Collateral will be effective as against the Holders of the Securitiesexcept as provided in Section 11.06(a)(6) and the Intercreditor Agreement.

        (d)        In the case of a release of Collateral pursuant to Section 11.06(a)(1), (2),(3), (4) or (5), prior to any such release, the Issuer shall deliver to theTrustee, in form and substance acceptable to the Trustee, an Officers'Certificate certifying that all of the conditions precedent to the release ofthe Collateral under this Indenture, the Intercreditor Agreement and theapplicable Security Documents have been satisfied. 

        SECTION 11.07. Termination of Security Interest. The Trustee shall, at the request andexpense of the Issuer, deliver a certificate to the Joint Security Agent statingthat the Obligations under the Securities, this Indenture and the SecurityDocuments have been paid in full, and instruct the Joint Security Agent torelease the security interests and Liens pursuant to the Securities and thisIndenture upon (a) full and final payment of all Obligations under theSecurities, this Indenture and the Security Documents, (b) satisfaction anddischarge of this Indenture pursuant to Section 8.01, (c) satisfaction by theIssuer of the conditions set forth in Article 8 for legal defeasance or covenantdefeasance or (d) with the consent of the Holders of the Securities as provided

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in Section 9.02. Upon receipt of such instruction and anynecessary or proper instruments of termination, satisfaction or release preparedby the Issuer, the Joint Security Agent shall execute, deliver or acknowledgeany such instruments or releases to evidence the release of all such securityinterests and Liens. 

        SECTION 11.08. Reliance by Other Senior Creditors on Intercreditor Agreement Provisions.Each Holder by accepting a Security acknowledges and agrees that the provisionsof the Intercreditor Agreement are, and are intended to be, an inducement andconsideration to the Senior Creditors (other than the Holders, the Trustee andthe Joint Security Agent) to acquire and to hold, or continue to hold, theIndebtedness under the Senior Finance Documents and such Senior Creditors shallbe deemed to conclusively to have relied upon such provisions of theIntercreditor Agreement in acquiring and continuing to hold, such Indebtedness.Each Holder by accepting a Security further acknowledges and agrees that eachSenior Creditor (other than the Holders, the Trustee and the Joint SecurityAgent) is a third-party beneficiary of the provisions of Article 11 of thisIndenture and has the right to enforce the provisions of Article 11 of thisIndenture as against the Holders. Notwithstanding the foregoing, the Issuer, theTrustee and the Joint Security Agent are not required to take any action or giveany notice in connection with this Section 11.08 except as otherwise required bythe Intercreditor Agreement. 

ARTICLE 12 

Miscellaneous 

        SECTION 12.01. Notices. Any notice or communication shall be in writing and delivered inperson or mailed by first-class mail addressed as follows: 
if to the Issuer or any      Guarantor:Oskar Mobil a.s.Vinohradská 167100 00 Praha 10Czech RepublicAttention of: Chief      Financial Officer Fax: 420 271 171 963and:Attention of: General      Counsel Fax: 420 271 171 951with a copy to:Pillsbury Winthrop LLP1540 BroadwayNew York, New York 10036

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USAAttention of: David P. Falck, Esq. Fax: (212) 858-1500 if to the Trustee:JPMorgan Chase BankTrinity Tower9 Thomas More StreetLondon E1W 1YTUnited KingdomAttention of: Manager, Trust Services Fax: 44 207 777 5420 if to the Joint Security Agent:J.P.Morgan Europe Limited125 London WallLondon EC2 5ALUnited KingdomAttention of: Loans Agency Fax: 44 207 777 2360
        Each of the Issuer,the Guarantors, the Trustee or the Joint Security Agent by notice to the othersmay designate additional or different addresses for subsequent notices orcommunications. 

        Anynotice or communication mailed or sent by telecopy to a Holder shall be, ifmailed, mailed first class mail, to the Holder at the Holder's address as itappears on the registration books of the Registrar and shall be sufficientlygiven if so mailed or sent within the time prescribed. 

        Failure to mail orsend a notice or communication to a Holder or any defect in it shall not affectits sufficiency with respect to other Holders. If a notice or communication ismailed in the manner provided above, it is duly given, whether or not theaddressee receives it. 

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        SECTION 12.02. Certificate and Opinion as to Conditions Precedent. Upon any request orapplication by the Issuer to the Trustee to take or refrain from taking anyaction under this Indenture, the Issuer shall furnish to the Trustee: 

        (a)       an Officers' Certificate in form and substance satisfactory to the Trusteestating that, in the opinion of the signers, all conditions precedent, if any,provided for in this Indenture relating to the proposed action have beencomplied with; and 
        (b)       an Opinion of Counsel stating that, in the opinion of such counsel, all suchconditions precedent have been complied with. 
       SECTION 12.03. Statements Required in Certificate or Opinion. Eachcertificate or opinion with respect to compliance with a covenant or conditionprovided for in this Indenture (other than pursuant to Section 4.18) shallinclude: 

        (a)        a statement that thePerson making such certificate or opinion has read such covenant or condition;
        (b)       a brief statement as to the nature and scope of the examination or investigationupon which the statements or opinions contained in such certificate or opinionare based; 
        (c)       a statement that, in the opinion of such Person, such Person has made suchexamination or investigation as is necessary to enable him to express aninformed opinion as to whether or not such covenant or condition has beencomplied with; and 
        (d)       a statement as to whether or not, in the opinion of such Person, such covenantor condition has been complied with. 
        SECTION 12.04. When Securities Disregarded. In determining whether the Holders of therequired principal amount of Securities have concurred in any direction, waiveror consent, Securities owned by the Issuer, any Guarantor or by any Persondirectly or indirectly controlling or controlled by or under direct or indirectcommon control with the Issuer or any Guarantor shall be disregarded and deemednot to be outstanding, except that, for the purpose of determining whether theTrustee shall be protected in relying on any such direction, waiver or consent,only Securities which the Trustee knows are so owned shall be so disregarded.Subject to the foregoing, only Securities outstanding at the time shall beconsidered in any such determination. 

        SECTION 12.05. Rules by Trustee, Paying Agent and Registrar. The Trustee may makereasonable rules for action by or a meeting of Holders. The Registrar and thePaying Agent may make reasonable rules for their functions. 

        SECTION 12.06. Legal Holidays. If a payment date is a Legal Holiday, payment shall be madeon the next succeeding day that is not a Legal Holiday, and no 

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interest shall accrue for the intervening period. If a regularrecord date is a Legal Holiday, the record date shall not be affected. 

        SECTION 12.07. Governing Law. This Indenture and the Securities shall be governed by, andconstrued in accordance with, the laws of the State of New York but withoutgiving effect to applicable principles of conflicts of law to the extent thatthe application of the laws of another jurisdiction would be required thereby.

        SECTION 12.08. Consent to Jurisdiction and Service. The Issuer and each Guarantorirrevocably (i) agree that any legal suit, action or proceeding against theIssuer or any Guarantor arising out of or based upon this Indenture, theSecurities or any Guarantee or the transactions contemplated hereby may beinstituted in any U.S. Federal or state court in the Borough of Manhattan, TheCity of New York court and (ii) waive, to the fullest extent they mayeffectively do so, any objection which they may now or hereafter have to thelaying of venue of any such proceeding. The Issuer and each of Guarantor haveappointed CT Corporation System at 111 Eighth Avenue, New York, NY 10011, USA astheir authorized agent (the "*Authorized Agent*")upon whom process may be served in any such action arising out of or based onthis Indenture, the Securities or the transactions contemplated hereby which maybe instituted in any New York court, expressly consent to the jurisdiction ofany such court in respect of any such action, and waive any other requirementsof or objections to personal jurisdiction with respect thereto. Such appointmentshall be irrevocable. The Issuer and each of the Guarantors represents andwarrants that the Authorized Agent has agreed to act as such agent for serviceof process and agrees to take any and all action, including the filing of anyand all documents and instruments, that may be necessary to continue suchappointment in full force and effect as aforesaid. Service of process upon theAuthorized Agent and written notice of such service to the Issuer and each ofthe Guarantors shall be deemed, in every respect, effective service of processupon the Issuer and each of the Guarantors. 
        SECTION 12.09. No Recourse Against Others. No director, officer, employee, incorporator orshareholder of the Issuer or any Guarantor, as such, will have any liability forany obligations of the Issuer or any Guarantor under the Securities, theGuarantees or this Indenture, or for any claim based on, in respect of, or byreason of, such obligations or their creation. Each Holder by accepting aSecurity waives and releases such liability. The waiver and release are part ofthe consideration for issuance of the Securities. 

        SECTION 12.10. Currency Indemnity. The euro is the only currency of account and payment forall sums payable by the Issuer under or in connection with the Securities andthis Indenture or by the Guarantors under the Guarantees, in each case,including any damages. Any amount received or recovered in a currency other thaneuros (whether as a result of, or of the enforcement of, a judgment or order ofa court of any jurisdiction, in the winding-up or dissolution of the Issuer or aGuarantor or otherwise) by any Holder or the Trustee in respect of,respectively, any amount of euros expressed to be due to it from the Issuer orany Guarantor shall constitute a discharge of the Issuer or a Guarantor, as thecase may be, only to the extent of, respectively, the euro amount which therecipient is able to purchase with the amount so received or recovered in thatother 

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currency on the date of that receipt or recovery (or, if it isnot practicable to make that purchase on that date, on the first date on whichit is practicable to do so). If that euro amount is less than, respectively, theeuro amount expressed to be due to the recipient under any Security orGuarantee, the Issuer and each Guarantor, jointly and severally, shall indemnifythe recipient against any loss sustained by it as a result, including the costof making any such purchase, subject to mandatory provisions of Czech bankruptcylaw in the case of the Issuer. For the purposes of this Section 12.10, it willbe sufficient for the Holder or the Trustee, as applicable, to certify(indicating the sources of information used and providing reasonable detail asto the calculations employed) that it would have suffered a loss had the actualpurchase of euros been made with the amount so received in that other currencyon the date of receipt or recovery (or if, in the reasonable judgment of suchHolder or the Trustee, a purchase of euros on such date had not been practicabledue to currency market conditions generally, on the first date on which it wouldhave been practicable, it being required that the need for a change of date becertified in the manner mentioned above). These indemnities, to the extentpermitted by law: (i) constitute a separate and independent obligation from theother obligations of the Issuer and each Guarantor; (ii) shall give rise to aseparate and independent cause of action; (iii) shall apply irrespective of anywaiver or extension granted by any Holder (except as to such Holder) or theTrustee; and (iv) shall continue in full force and effect despite any otherjudgment, order, claim or proof for a liquidated amount in respect of any sumdue under any Security or Guarantee or any other judgment or order, subject tomandatory provisions of Czech bankruptcy law. 

        SECTION 12.11. Successors. All agreements of the Issuer and each Guarantor in thisIndenture and the Securities shall bind its successors. All agreements of theTrustee and the Joint Security Agent in this Indenture shall bind itssuccessors. 

        SECTION 12.12. Multiple Originals. The parties may sign any number of copies of thisIndenture. Each signed copy shall be an original, but all of them togetherrepresent the same agreement. One signed copy is enough to prove this Indenture.

        SECTION 12.13. Table of Contents; Headings. The table of contents, cross-reference sheetand headings of the Articles and Sections of this Indenture have been insertedfor convenience of reference only, are not intended to be considered a parthereof and shall not modify or restrict any of the terms or provisions hereof.

        IN WITNESS WHEREOF,the parties have caused this Indenture to be duly executed as of the date firstwritten above. 
      OSKAR MOBIL A.S. by         Name: Alexander Tolstoy      Title: Chairman of the Board of Directors    by   Name: Muriel Anton      Title: Member of the Board of Directors    OSKAR HOLDINGS      N.V.   by   Name: Title:     OSKAR FINANCE      B.V.   by   Name: Title:           JPMORGAN CHASE BANK, as Trustee,      Transfer Agent and Paying Agent  by   Name: Title: 

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      J.P. MORGAN BANK LUXEMBOURG S.A.,as      Registrar and Luxembourg Transfer Agent by        Name:      Title:        DEXIA BANQUE INTERNATIONALE À      LUXEMBOURG, société anonyme, as      Luxembourg Paying Agent by        Name:      Title:        J.P. MORGAN EUROPE LIMITED, as Joint      Security Agent by        Name:      Title:
 

APPENDIX A 

PROVISIONS RELATING TO THE SECURITIES 

        1.        Definitions. 

        1.1        Definitions. 

        For the purposes ofthis Appendix A the following terms shall have the meanings indicated below:

        "ApplicableProcedures" means, with respect to any transfer or transaction involving aRegulation S Global Security or beneficial interest therein, the rules andprocedures of the Depositary for such Global Security, Euroclear and Clearstream,in each case to the extent applicable to such transaction and as in effect fromtime to time. 

        "Clearstream" meansClearstream Banking, société anonyme, or any successor securities clearingagency. 

        "DefinitiveSecurity" means a certificated Security that does not include the GlobalSecurities Legend. 

        "Depositary" meansa common depository of Euroclear and Clearstream, their nominees and theirrespective successors. 

        "Euroclear" meansthe Euroclear Bank S.A./N.V., as operator of the Euroclear system as currentlyin effect, or any successor securities clearing agency. 

        "Global SecuritiesLegend" means the legend set forth under that caption in Exhibit A to thisIndenture. 

        "InitialPurchasers" means J.P. Morgan Securities Inc., ABN AMRO Bank N.V., UBS Limitedand WestLB AG, London Branch. 

        "PurchaseAgreement" means the Purchase Agreement dated as of October 6, 2004 among theIssuer, the Guarantors and the Initial Purchasers. 

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

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

        "Regulation SSecurities" means all Securities offered and sold outside the United States inreliance on Regulation S. 

        "RestrictedPeriod", with respect to any Securities, means the period of 40 consecutive daysbeginning on and including the later of (a) the day on which such Securities arefirst offered to persons other than distributors (as defined in Regulation Sunder the Securities Act) in reliance on Regulation S, notice of which day shallbe promptly given by the Issuer to the Trustee, and (b) the Issue Date withrespect to such Securities. 

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        "RestrictedSecurities Legend" means the legend set forth in Section 2.3(e)(i) herein.

        "Rule 144A" meansRule 144A under the Securities Act. 

        "Rule 144ASecurities" means all Initial Securities offered and sold to QIBs in reliance onRule 144A. 

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

        "SecuritiesCustodian" means the custodian with respect to a Global Security (as appointedby the Depositary) or any successor person thereto. 

        "TransferRestricted Securities" means Definitive Securities and any other Securities thatbear or are required to bear the Restricted Securities Legend. 

        1.2        Other Definitions.
            Term:    Defined in Section:            "Agent Members"    2.1(c)            "Global Security"    2.1(b)            "Regulation S Global Security"    2.1(b)            "Rule 144A Global Security"    2.1(b)
        2.        The Securities. 

        2.1        Form and Dating. 

        (a)        The Securities issued on the date hereof will be (i) offered and sold by theIssuer pursuant to a Purchase Agreement and (ii) resold, initially only to (1)QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (asdefined in Regulation S) in reliance on Regulation S. Such Securities maythereafter be transferred to, among others, QIBs and purchasers in reliance onRegulation S. 

        (b)        Global Securities. Rule 144A Securities shall be issued initially in the form ofone or more permanent global Securities in definitive, fully registered form(collectively, the "Rule 144A Global Security") and Regulation S Securitiesshall be issued initially in the form of one or more global Securities(collectively, the "Regulation S Global Security"), in each case withoutinterest coupons and bearing the Global Securities Legend and RestrictedSecurities Legend, which shall be deposited on behalf of the purchasers of theSecurities represented thereby with the Securities Custodian, and registered inthe name of the Depositary or a nominee of the Depositary, duly executed by theIssuer and authenticated by the Trustee as provided in this Indenture.Beneficial ownership interests in the Regulation S Global Security shall not beexchangeable for interests in the Rule 144A Global Security or any otherSecurity without a Restricted Securities Legend until the expiration of theRestricted Period. The Rule 144A Global 

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Security and the Regulation S Global Security are eachreferred to herein as a "Global Security" and are collectively referred toherein as "Global Securities". The aggregate principal amount of the GlobalSecurities may from time to time be increased or decreased by adjustments madeon the records of the Trustee and the Depositary or its nominee and on theschedules thereto as hereinafter provided. 

        (c)        Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Securitydeposited with or on behalf of the Depositary. 

        The Issuer shallexecute and the Trustee shall, in accordance with this Section 2.1(c) andSection 2.2 and pursuant to an order of the Issuer signed by two Officers,authenticate and deliver initially one or more Global Securities that (i) shallbe registered in the name of the Depositary for such Global Security or GlobalSecurities or the nominee of such Depositary and (ii) shall be delivered by theTrustee to such Depositary or pursuant to such Depositary's instructions or heldby the Trustee as Securities Custodian. 

        Members of, orparticipants in, Euroclear or Clearstream ("*AgentMembers*") shall have no rights under this Indenture with respect toany Global Security held on their behalf by the Depositary or by the Trustee asSecurities Custodian or under such Global Security, and the Depositary may betreated by the Issuer, the Guarantors, the Trustee and any agent of the Issuer,the Guarantors, or the Trustee as the absolute owner of such Global Security forall purposes whatsoever. Notwithstanding the foregoing, nothing herein shallprevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, theGuarantors, or the Trustee from giving effect to any written certification,proxy or other authorization furnished by Euroclear or Clearstream or impair, asbetween the Euroclear or Clearstream and their respective Agent Members, theoperation of customary practices thereof governing the exercise of the rights ofa holder of a beneficial interest in any Global Security. 

        (d)        Definitive Securities. Except as provided in Section 2.3 or 2.4, ownersof beneficial interests in Global Securities will not be entitled to receivephysical delivery of certificated Securities. 

        2.2        Authentication. The Trustee shall authenticate and make available fordelivery upon a written order of the Issuer signed by two of its OfficersSecurities for original issue on the date hereof in an aggregate principalamount of €325,000,000. Such order shall specify the amount of the Securities tobe authenticated and the date on which the original issue of Securities is to beauthenticated. The aggregate principal amount of Securities outstanding at anytime may not exceed €325,000,000, except as provided in Sections 2.07 and 2.08of this Indenture. 

        2.3        Transfer and Exchange. (a) Transfer and Exchange of DefinitiveSecurities. When Definitive Securities are presented to the Registrar with arequest: 

        (i)          to register the transfer of such Definitive Securities; or 

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        (ii)          to exchange such Definitive Securities for an equal principal amount of  Definitive Securities of other authorized denominations, the Registrar shall  register the transfer or make the exchange as requested if its reasonable  requirements for such transaction are met, *provided, however*,  that the Definitive Securities surrendered for transfer or exchange: 

        (1)        shall be duly endorsed or accompanied by a written instrument of transfer inform reasonably satisfactory to the Issuer and the Registrar, duly executed bythe Holder thereof or its attorney duly authorized in writing; and 

        (2)        in the case of Transfer Restricted Securities, are accompanied by the followingadditional information and documents, as applicable: 

        (A)          if such Definitive Securities are being delivered to the Registrar by a Holder  for registration in the name of such Holder, without transfer, a certification  from such Holder to that effect (in the form set forth on the reverse side of  the Security); or 

         (B)         if such Definitive  Securities are being transferred to the Issuer, a certification to that effect  (in the form set forth on the reverse side of the Security); or 

        (C)          if such Definitive Securities are being transferred pursuant to an exemption  from registration in accordance with Rule 144A, Regulation S or Rule 144 under  the Securities Act or in reliance upon another exemption from the registration  requirements of the Securities Act, (x) a certification to that effect (in the  form set forth on the reverse side of the Security) and (y) if the Issuer or  Registrar so requests, an opinion of counsel or other evidence reasonably  satisfactory to it as to the compliance with the restrictions set forth in the  legend set forth in Section 2.3(e)(i). 

        (b)        Restrictions on Transfer of a Definitive Security for a Beneficial Interestin a Global Security. A Definitive Security may not be exchanged for abeneficial interest in a Global Security except upon satisfaction of therequirements set forth below. Upon receipt by the Trustee of a DefinitiveSecurity, duly endorsed or accompanied by a written instrument of transfer inform reasonably satisfactory to the Issuer and the Registrar, together with:

        (i)          certification (in the form set forth on the reverse side of the Security) that  such Definitive Security is being transferred (1) to a QIB in accordance with  Rule 144A or (2) outside the United States in an offshore transaction within  the meaning of Regulation S and in compliance with Rule 904 under the  Securities Act; and 

        (ii)          written instructions directing the Registrar to make, or to direct the  Securities Custodian to make, an adjustment on its books and records with  respect

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to such Global Security to reflect an increase in the  aggregate principal amount of the Securities represented by the Global  Security, such instructions to contain information regarding the account to be  credited with such increase; 

then the Trustee shall cancel such Definitive Security andcause, or direct the Securities Custodian to cause, in accordance with thestanding instructions and procedures existing between the Depositary and theSecurities Custodian, the aggregate principal amount of Securities representedby the Global Security to be increased by the aggregate principal amount of theDefinitive Security to be exchanged and shall credit or cause to be credited tothe account of the Person specified in such instructions a beneficial interestin the Global Security equal to the principal amount of the Definitive Securityso canceled. If no Global Securities are then outstanding and the GlobalSecurity has not been previously exchanged for certificated securities pursuantto Section 2.4, the Issuer shall issue and the Trustee shall authenticate, uponwritten order of the Issuer in the form of an Officers' Certificate, in form andsubstance satisfactory to the Trustee, a new Global Security in the appropriateprincipal amount. 

        (c)        Transfer and Exchange of Global Securities. 

        (i)          The transfer and exchange of Global Securities or beneficial interests therein  shall be effected through the Depositary, in accordance with this Indenture  (including applicable restrictions on transfer set forth herein, if any) and  the procedures of the Depositary therefor. A transferor of a beneficial  interest in a Global Security shall deliver a written order given in  accordance with the Depositary's procedures containing information regarding  the participant account of the Depositary to be credited with a beneficial  interest in such Global Security or another Global Security and such account  shall be credited in accordance with such order with a beneficial interest in  the applicable Global Security and the account of the Person making the  transfer shall be debited by an amount equal to the beneficial interest in the  Global Security being transferred. Transfers by an owner of a beneficial  interest in the Rule 144A Global Security to a transferee who takes delivery  of such interest through the Regulation S Global Security, whether before or  after the expiration of the Restricted Period, shall be made only upon receipt  by the Registrar of a certification in the form provided in Exhibit C from the  transferor to the effect that such transfer is being made in accordance with  Regulation S or (if available) Rule 144 under the Securities Act and that, if  such transfer is being made prior to the expiration of the Restricted Period,  the interest transferred shall be held immediately thereafter through Euroclear or Clearstream. 

        (ii)          If the proposed transfer is a transfer of a beneficial interest in one Global  Security to a beneficial interest in another Global Security, the Registrar  shall reflect on its books and records the date and an increase in the  principal amount of the Global Security to which such interest is being  transferred in an amount equal to the principal amount of the interest to be  so transferred, and the Registrar shall reflect on its books and records the  date and a corresponding 

 

 

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decrease in the principal amount of Global Security from  which such interest is being transferred. 

        (iii)          Notwithstanding any other provisions of this Appendix (other than the  provisions set forth in Section 2.4), a Global Security may not be transferred  as a whole except 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. 

        (d)        Restrictions on Transfer of Regulation S Global Security. 

        (i)         Prior to the expiration of the Restricted Period, interests in the Regulation SGlobal Security may only be held through Euroclear or Clearstream. During theRestricted Period, beneficial ownership interests in the Regulation S GlobalSecurity may only be sold, pledged or transferred through Euroclear orClearstream in accordance with the Applicable Procedures and only (1) to theIssuer, (2) so long as such security is eligible for resale pursuant to Rule144A, to a person whom the selling holder reasonably believes is a QIB thatpurchases for its own account or for the account of a QIB to whom notice isgiven that the resale, pledge or transfer is being made in reliance on Rule144A, (3) in an offshore transaction in accordance with Regulation S, (4)pursuant to an exemption from registration under the Securities Act provided byRule 144 (if applicable) under the Securities Act or any other availableexemption or (5) pursuant to an effective registration statement under theSecurities Act, in each case in accordance with any applicable securities lawsof any state of the United States. Prior to the expiration of the RestrictedPeriod, transfers by an owner of a beneficial interest in the Regulation SGlobal Security to a transferee who takes delivery of such interest through theRule 144A Global Security shall be made only in accordance with ApplicableProcedures and upon receipt by the Registrar of a written certification from thetransferor of the beneficial interest in the form provided in Exhibit C to theeffect that such transfer is being made to a QIB within the meaning of Rule 144Ain a transaction meeting the requirements of Rule 144A. Such writtencertification shall no longer be required after the expiration of the RestrictedPeriod. 

        (ii)        Upon the expiration of the Restricted Period, beneficial ownership interests inthe Regulation S Global Security shall be transferable in accordance withapplicable law and the other terms of this Indenture. 

        (e)        Legend. 

        (i)        Except as permitted by the following paragraph (ii), each Security certificateevidencing the Global Securities and the Definitive Securities (and allSecurities issued in exchange therefor or in substitution thereof) shall bear alegend in substantially the following form (each defined term in the legendbeing defined as such for purposes of the legend only): 

7

        "THIS SECURITY  HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS  EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 

        THE HOLDER OF  THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE  TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION  DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF  AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE  OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE  ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE  144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE  ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND  SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S  UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S  AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO  CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS  LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE  RESTRICTION TERMINATION DATE." 

        Each DefinitiveSecurity shall bear the following additional legend: 

        "IN CONNECTION WITHANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCHCERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRETO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS." 

        (ii)          Upon any sale or transfer of a Transfer Restricted Security (including any  Transfer Restricted Security represented by a Global Security) that is a  

8

Definitive Security, the Registrar shall permit the Holder  thereof to exchange such Transfer Restricted Security for a Definitive  Security that does not bear the legends set forth above and rescind any  restriction on the transfer of such Transfer Restricted Security if the Holder  certifies in writing to the Registrar that its request for such exchange was  made in reliance on Rule 144 (such certification to be in the form set forth  on the reverse of the Security). 

        (iii)          Upon a sale or transfer after the expiration of the Restricted Period of any  Security acquired pursuant to Regulation S, all requirements that such  Security bear the Restricted Securities Legend shall cease to apply and the  requirements requiring any such Security be issued in global form shall  continue to apply. 

        (f)        Cancellation or Adjustment of Global Security. At such time as allbeneficial interests in a Global Security have either been exchanged forDefinitive Securities, transferred, redeemed, repurchased or canceled, suchGlobal Security shall be returned by the Depositary to the Trustee forcancellation or retained and canceled by the Trustee. At any time prior to suchcancellation, if any beneficial interest in a Global Security is exchanged forDefinitive Securities, transferred in exchange for an interest in another GlobalSecurity, redeemed, repurchased or canceled, the principal amount of Securitiesrepresented by such Global Security shall be reduced and an adjustment shall bemade on the books and records of the Trustee (if it is then the SecuritiesCustodian for such Global Security) with respect to such Global Security, by theTrustee or the Securities Custodian, to reflect such reduction. 

        (g)        Obligations with Respect to Transfers and Exchanges. 

        (i)          To permit registrations of transfers and exchanges, the Issuer shall execute  and the Trustee shall authenticate, Definitive Securities and Global  Securities at the Registrar's request. 

        (ii)         No service charge shall be made for any registration of transfer or exchange,  but the Issuer may require payment of a sum sufficient to cover any transfer  tax, assessments, or similar governmental charge payable in connection  therewith (other than any such transfer taxes, assessments or similar  governmental charge payable upon exchange or transfer pursuant to Sections  2.06, 3.06, 4.05, 4.06 and 9.05 of this Indenture). 

        (iii)        Prior to the due presentation for registration of transfer of any Security,  the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat  the person in whose name a Security is registered as the absolute owner of  such Security for the purpose of receiving payment of principal of and  interest on such Security and for all other purposes whatsoever, whether or  not such Security is overdue, and none of the Issuer, the Trustee, the Paying  Agent or the Registrar shall be affected by notice to the contrary. 

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        (iv)          All Securities issued upon any transfer or exchange pursuant to the terms of  this Indenture shall evidence the same debt and shall be entitled to the same  benefits under this Indenture as the Securities surrendered upon such  transfer. 

        (h)        No Obligation of the Trustee. 

        The Trustee shallhave no responsibility or obligation to any beneficial owner of a GlobalSecurity, a member of, or a participant in the Depositary or any other Personwith respect to the accuracy of the records of the Depositary or its nominee orof any participant or member thereof, with respect to any ownership interest inthe Securities or with respect to the delivery to any participant, member,beneficial owner or other Person (other than the Depositary) of any notice(including any notice of redemption or repurchase) or the payment of any amount,under or with respect to such Securities. All notices and communications to begiven to the Holders and all payments to be made to Holders under the Securitiesshall be given or made only to the registered Holders (which shall be theDepositary or its nominee in the case of a Global Security). The rights ofbeneficial owners in any Global Security shall be exercised only through theDepositary subject to the applicable rules and procedures of the Depositary. TheTrustee may rely and shall be fully protected in relying upon informationfurnished by the Depositary with respect to its members, participants and anybeneficial owners. 

        (ii)          The Trustee shall have no obligation or duty to monitor, determine or inquire  as to compliance, and shall not be responsible or liable for Compliance, with  any restrictions on transfer, exchange, redemption, purchase or repurchase, as  applicable imposed under this Indenture or under applicable law or regulation  with respect to any transfer, exchange, redemption, purchase or repurchase, as  applicable of any interest in any Security (including, without limitation, any  transfers between or among Depositary participants, members or beneficial  owners in any Global Security) other than to require delivery of such  certificates and other documentation or evidence as are expressly required by,  and to do so if and when expressly required by, the terms of this Indenture,  and to examine the same to determine substantial compliance as to form with  the express requirements hereof; it being understood that without limiting the  generality of the foregoing, the Trustee shall not have any obligation or duty  to monitor, determine or inquire as to compliance, and shall not be  responsible or liable for compliance, with restrictions on transfer, exchange,  redemption, purchase or repurchase, as applicable, of minimum denominations  imposed under the Indenture or under applicable law or regulation with respect  to any transfer, exchange, redemption, purchase or repurchase, as applicable,  of any interest in any Security. 

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        2.4        Definitive Securities. 

        (a)        A Global Security deposited with the Depositary or with the Trustee asSecurities Custodian pursuant to Section 2.1 shall be transferred to thebeneficial owners thereof in the form of Definitive Securities in an aggregateprincipal amount equal to the principal amount of such Global Security, inexchange for such Global Security, only if such transfer complies with Section2.3 and (i) the Depositary notifies the Issuer that it is unwilling or unable tocontinue as a Depositary for such Global Security or if at any time theDepositary ceases to be a "clearing agency" registered under the Exchange Act,and a successor depositary is not appointed by the Issuer within 120 days ofsuch notice or after the Issuer becomes aware of such cessation, or (ii) if theDepository so requests following an Event of Default or (iii) the Issuer, in itssole discretion, notifies the Trustee in writing that it elects to cause theissuance of certificated Securities under this Indenture. 

        (b)        Any Global Security that is transferable to the beneficial owners thereofpursuant to this Section 2.4 shall be surrendered by the Depositary to theTrustee, to be so transferred, in whole or from time to time in part, withoutcharge, and the Trustee shall authenticate and deliver, upon such transfer ofeach portion of such Global Security, an equal aggregate principal amount ofDefinitive Securities of authorized denominations. Any portion of a GlobalSecurity transferred pursuant to this Section shall be executed, authenticatedand delivered only in minimum denominations of €50,000 and multiples of €1,000in excess thereof and registered in such names as the Depositary shall direct.Any certificated Security in the form of a Definitive Security delivered inexchange for an interest in the Global Security shall, except as otherwise *provided* by Section2.3(e), bear the Restricted Securities Legend. 
        (c)        Subject to the provisions of Section 2.4(b), the registered Holder of a GlobalSecurity may grant proxies and otherwise authorize any Person, including AgentMembers and Persons that may hold interests through Agent Members, to take anyaction which a Holder is entitled to take under this Indenture or theSecurities. 

        (d)        In the event of the occurrence of any of the events specified in Section 2.4(a)(i),(ii) or (iii), the Issuer will promptly make available to the Trustee areasonable supply of Definitive Securities in fully registered form withoutinterest coupons. 

EXHIBIT A 

[FORM OF FACE OF SECURITY] 

[Global Securities Legend] 

        UNLESS THISCERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V.,AS OPERATOR OF THE EUROCLEAR SYSTEM ("EUROCLEAR"), OR CLEARSTREAM BANKING,SOCIÈTÈ ANONYME ("CLEARSTREAM"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THENAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADETO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OROTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.

        TRANSFERS OF THISGLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TONOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCHSUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BELIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THEINDENTURE REFERRED TO ON THE REVERSE HEREOF. 

        [[FOR REGULATION SGLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE CLOSING OF THE OFFERING, AN OFFEROR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THEU.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S.SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITHRULE 144A THEREUNDER.] 

[Restricted Securities Legend] 

        THIS SECURITY HASNOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THEABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOTSUBJECT TO, SUCH REGISTRATION. 

2

        THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFERSUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THELAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OFTHIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B)PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THESECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALEPURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON ITREASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144ATHAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE INRELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THEUNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OFTHE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANYSUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THEDELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATIONSATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OFTHE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 

[Netherlands Legend] 

        "THIS SECURITY (ORANY INTEREST THEREIN) MAY NOT BE SOLD, TRANSFERRED OR DELIVERED IN OR FROM THENETHERLANDS OTHER THAN TO PERSONS, AS PART OF THEIR INITIAL DISTRIBUTION OR ASPART OF ANY RE-OFFERING, OTHER THAN TO PERSONS WHO TRADE OR INVEST IN SECURITIESIN THE CONDUCT OF THEIR PROFESSION OR TRADE AS REFERRED TO IN ARTICLE 2 OF THEEXEMPTION REGULATION ISSUED UNDER THE 1995 ACT ON THE SUPERVISION OF THESECURITIES TRADE (*VRIJSTELLINGSREGELING WET TOEZICHT EFFECTENVERKEER 1995*),WHICH INCLUDES BANKS, SECURITIES INTERMEDIARIES (INCLUDING DEALERS AND BROKERS),INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIALENTERPRISES, WHICH AS AN ANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES("PMP").
        EACH INDIVIDUAL ORLEGAL ENTITY TRADING IN OR FROM THE NETHERLANDS BY PURCHASING THIS SECURITY (ORANY INTEREST THEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THEBENEFIT OF THE ISSUER THAT IT IS A PMP AND IS ACQUIRING THIS SECURITY (OR ANYINTEREST THEREIN) FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP. 

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        EACH HOLDER OF THISSECURITY (OR ANY INTEREST THEREIN), BY PURCHASING SUCH SECURITY (OR ANY INTERESTTHEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT (1) SUCH SECURITY (OR ANY INTEREST THEREIN) MAY NOT BE OFFERED,SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY DUTCH RESIDENT OTHER THAN A PMPACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP AND THAT (2) IT WILLPROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENTTRANSFEREE." 

Each Definitive Security shall bear the following additionallegend: 

        IN CONNECTION WITHANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCHCERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRETO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

No. 

€__________ 

7.50% First Priority Senior Secured Notes due2011 

Common Code. ______ ISIN No. ______

Oskar Mobil a.s., a joint stock company organized under thelaws of the Czech Republic, promises to pay to [        ], or its registered assigns, the principal sum 

€[          ] [subject to adjustments listed on the Schedule of Increases or Decreases inGlobal Security attached hereto]1 on October 15, 2011. 

Interest Payment Dates: April 15 and October15. 

Record Dates: April 1 and October 1. 

 

 
  1 Use the Schedule of Increases and Decreases language if    Security is in Global Form.

Additional provisions of this Security are set forth on theother side of this Security. 
OSKAR MOBIL A.S., by Name: Alexander TolstoyTitle: Chairman of the      Board of Directors  by Name: Muriel AntonTitle: Member of the Board      of Directors    Dated:    TRUSTEE'S CERTIFICATE OF    AUTHENTICATION    JPMORGAN CHASE BANK,as    Trustee, certifiesthat    this is one ofthe    Securities referredto in    the Indenture. By:           Authorized    Signatory
_____________ 

*/ If the Security is to be issued in global form, add theGlobal Securities Legend and the attachment from Exhibit A captioned "TO BEATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBALSECURITY". 

[FORM OF REVERSE SIDE OF SECURITY] 

7.50% First Priority Senior Secured Notes due2011 

1. Interest 

        Oskar Mobil a.s., ajoint stock company organized under the laws of the Czech Republic (suchcompany, and its successors and assigns under the Indenture hereinafter referredto, being herein called the *"Issuer"*),promises to pay interest on the principal amount of this Security at the rateper annum shown above. The Issuer shall pay interest semiannually on April 15and October 15 of each year, commencing on April 15, 2005. Interest on theSecurities shall accrue from the most recent date to which interest has beenpaid or duly provided for or, if no interest has been paid or duly provided for,from October 13, 2004 until the principal hereof is due. Interest shall becomputed on the basis of a 360-day year of twelve 30-day months. The Issuershall pay interest on overdue principal at the rate borne by the Securities plus1% per annum, and it shall pay interest on overdue installments of interest atthe same rate to the extent lawful. 
2. Method of Payment 

        The Issuer shallpay interest on the Securities (except defaulted interest) to the Persons whoare registered Holders at the close of business on the April 1 or October 1 nextpreceding the interest payment date even if Securities are cancelled,repurchased or redeemed after the record date and on or before the interestpayment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Issuer shall pay principal, premium, Additional Amounts,if any, and interest in euro or such other lawful currency of the participatingmember states in the Third Stage of European Economic and Monetary Union of theTreaty Establishing the European Community that at the time of payment is legaltender for payment of public and private debts. Payments in respect of theSecurities represented by a Global Security (including principal, premium,Additional Amounts, if any, and interest) shall be made by wire transfer ofimmediately available funds to the accounts specified by Euroclear orClearstream or any successor depositary. The Issuer will make all payments inrespect of a Definitive Security (including principal, premium, AdditionalAmounts, if any, and interest), at the office of the Paying Agent, except that,at the option of the Issuer, payment of interest may be made by mailing a checkto the registered address of each Holder thereof, *provided*, *however*,that payments on the Securities may also be made, in the case of a Holder of atleast €1,000,000 aggregate principal amount of Securities, by wire transfer to aeuro account maintained by the payee with a bank in a country that is a memberof the European Union if such Holder elects payment by wire transfer by givingwritten notice to the Trustee or the Paying Agent to such effect designatingsuch account no later than 30 days immediately preceding the relevant due datefor payment (or such other date as the Trustee may accept in its discretion).

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3. Paying Agent and Registrar 

        Initially, JPMorganChase Bank (the *"Trustee"*), will act asPaying Agent, J.P. Morgan Bank Luxembourg S.A. will act as Registrar and DexiaBanque Internationale à Luxembourg, société anonyme will act as Luxembourgpaying agent. The Issuer may appoint and change any Paying Agent or Registrar.The Issuer or any of its Restricted Subsidiaries may act as Paying Agent orRegistrar. 
4. Indenture 

        The Issuer issuedthe Securities under an Indenture dated as of October 13, 2004 (the "*Indenture*"),among the Issuer, the Guarantors, the Trustee, the Joint Security Agent, J.P.Morgan Bank Luxembourg S.A. and Dexia Banque Internationale à Luxembourg,société anonyme. The terms of the Securities include those stated in theIndenture. Terms defined in the Indenture and not defined herein have themeanings ascribed thereto in the Indenture. The Securities are subject to allterms and provisions of the Indenture, and Holders (as defined in the Indenture)are referred to the Indenture for a statement of such terms and provisions.

        The Securities aresenior secured obligations of the Issuer limited to €325,000,000 aggregateprincipal amount at any one time outstanding (subject to Sections 2.07 and 2.08of the Indenture). This Security is one of the Securities referred to in theIndenture. The Indenture imposes certain limitations on the ability of theCompany and its Restricted Subsidiaries to, among other things, make certainInvestments and other Restricted Payments, pay dividends and otherdistributions, incur Indebtedness and layer Indebtedness, enter into consensualrestrictions upon the payment of certain dividends and distributions by suchRestricted Subsidiaries, enter into or permit certain transactions withAffiliates, create or incur Liens, make asset sales, impair certain securityinterests, issue certain guarantees and designate Restricted and UnrestrictedSubsidiaries. The Indenture also imposes limitations on the ability of theIssuer and each Guarantor to consolidate or merge with or into any other Personor convey, transfer or lease all or substantially all its property. 

        To guarantee thedue and punctual payment of the principal and interest on the Securities and allother amounts payable by the Issuer under the Indenture and the Securities whenand as the same shall be due and payable, whether at maturity, by accelerationor otherwise, according to the terms of the Securities and the Indenture, theGuarantors (other than Midco) have jointly and severally unconditionallyguaranteed the Guaranteed Obligations on a senior secured basis pursuant to theterms of the Indenture and Midco has guaranteed the Obligations under theSecurities and the other Senior Finance Documents pursuant to the MidcoGuarantee Agreement. Reference is made to the Indenture and the IntercreditorAgreement for the terms of any such Guarantees, including the release,termination and discharge thereof. Neither the Issuer nor any Guarantor shall berequired to make any notation on this Security to reflect any Guarantee or anysuch release, termination or discharge. 

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5. Optional Redemption 

        Except as set forthin this paragraph 5 and in paragraph 6, the Securities shall not be redeemableat the option of the Issuer prior to October 15, 2008. Thereafter, theSecurities shall be redeemable at the option of the Issuer, in whole or in part,at the following redemption prices (expressed as percentages of principalamount), plus accrued and unpaid interest, if any, to the redemption date(subject to the right of Holders of record on the relevant record date toreceive interest due on the relevant interest payment date), if redeemed duringthe twelve-month period commencing on October 15 of the years set forth below:
**Year****Redemption** **Price**2008103.750%2009101.875%2010 and thereafter100.000%
        The Issuer maychoose to redeem the Securities at any time, or from time to time, prior toOctober 15, 2008, upon not less than 30 nor more than 60 days' notice deliveredto each Holder as set forth in the Indenture. If it does so, it may redeem allor any portion of the Securities, at once or over time. To redeem theSecurities, the Issuer must pay a redemption price equal to the sum of: 

        (a)        100% of the principal amount of the Securities to be redeemed, plus 

        (b)        the Applicable Premium, 

plus accrued and unpaid interest and Additional Amounts, ifany, to the redemption date (subject to the right of Holders of record on therelevant record date to receive interest due on the relevant interest paymentdate). Any such redemption and notice may, at the Issuer's discretion, besubject to the satisfaction of one or more conditions precedent. 

        At any time andfrom time to time, prior to October 15, 2007, the Issuer may redeem up to amaximum of 35% of the principal amount of the Securities originally issued withthe net cash proceeds of one or more Equity Offerings, at a redemption priceequal to 107.50% of the principal amount thereof, plus accrued and unpaidinterest thereon to the redemption date (subject to the right of Holders ofrecord on the relevant record date to receive interest due on the relevantinterest payment date), *provided, however*,that after giving effect to any such redemption, at least 65% in aggregateprincipal amount of the Securities remains outstanding immediately after theoccurrence of each such redemption (other than Securities held, directly orindirectly, by the Company or its Affiliates). Any such redemption shall be madewithin 120 days of the closing of such relevant Equity Offering. 

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6. Optional Redemption for Changes in Withholding Taxes 

        The Issuer mayredeem the Securities, at its option, at any time as a whole but not in part,upon not less than 30 nor more than 60 days' notice, at a redemption price of100% of the principal amount thereof, plus accrued and unpaid interest (if any)to the date of redemption (subject to the right of Holders of record on therelevant record date to receive interest due on the relevant interest paymentdate), in the event a Payor (as hereinafter defined) has become or would becomeobligated to pay, on the next date on which any amount would be payable withrespect to the Securities, any Additional Amounts, in each case as a result of:

        (1)        a change in or an amendment to the laws or treaties (including any regulations,protocols or rulings promulgated thereunder) of any Relevant Taxing Jurisdictionaffecting taxation; or 
        (2)        any change in or amendment to any official position regarding the application,administration or interpretation of such laws or treaties (including thedecision of any court, governmental agency or tribunal), 

which change or amendment is announced or becomes effective onor after October 6, 2004 (or if later, the date which a Payor becomes a companyorganized under the laws of such jurisdiction) and the Payor cannot avoid suchobligation by taking reasonable measures available to it. 

        Notice ofredemption for taxation reasons will be published in accordance with theprocedures set forth in Section 3.03 of the Indenture. 

        Notwithstanding theforegoing no such notice of redemption may be given (a) earlier than 90 daysprior to the earliest date on which a Payor would be obligated to pay suchAdditional Amounts were a payment in respect of the notes then due and payableand (b) unless at the time such notice is given such obligation to pay suchAdditional Amounts remains in effect. 

        Before the Issuerpublishes or mails notice of redemption of the Securities as described above, itwill deliver to the Trustee an Officers' Certificate to the effect that theIssuer cannot avoid its obligation to pay Additional Amounts by takingreasonable measures available to it. So long as the Securities are listed on theLuxembourg Stock Exchange, and to the extent required by the Luxembourg StockExchange, any such notice will be published in the *Luxemburger Wort* and acopy of such notice will be sent to the Luxembourg Stock Exchange. The Issuerwill also deliver to the Trustee an opinion of independent legal counsel that aPayor is or would be obligated to pay Additional Amounts as a result of a changein tax laws or regulations or the application or interpretation of such laws orregulations. The Trustee will accept such opinion as sufficient existence of thesatisfaction of the conditions precedent described above, which shall beconclusive and binding on the Holders. 

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7. Withholding Taxes 

        All payments underor with respect to the Securities will be made free and clear of, and withoutwithholding or deduction for or on account of, any present or future tax, duty,levy, impost, assessment or other governmental charge (including penalties,interest and other liabilities related thereto) (hereinafter "*Taxes*")imposed or levied by or on behalf of the government of the countries in whicheach of the Issuer, the relevant Guarantor and, in each case, any successorthereof (each, a "*Payor*") isorganized or any political subdivision or any authority or agency therein orthereof having power to tax, or any other jurisdiction in which the relevantPayor is organized or is otherwise resident for tax purposes, or anyjurisdiction from or through which payment is made (each a "*RelevantTaxing Jurisdiction*"), unless the relevant Payor is then required towithhold or deduct Taxes by law or by the interpretation or administrationthereof. 

        If a Payor is sorequired to withhold or deduct any amount for or on account of Taxes imposed bya Relevant Taxing Jurisdiction from any payment made under or with respect tothe Securities, such Payor will be required to pay such additional amounts ("*AdditionalAmounts*") as may be necessary so that the net amount received by anyHolder (including Additional Amounts) after such withholding or deduction willbe equal to the amount the Holder would have received if such Taxes had not beenwithheld or deducted; *provided, however*,that the foregoing obligation to pay Additional Amounts does not apply to:

        (1)        any Taxes that would not have been so imposed but for the existence ofany present or former connection between the relevant Holder or beneficial ownerof a Security (or between a fiduciary, settlor, member, partner or shareholderof, or possessor of power over the relevant Holder, if the relevant Holder is anestate, nominee, trust, partnership or corporation) and the Relevant TaxingJurisdiction including, without limitation, such Holder or beneficial ownerbeing or having been a domiciliary, national or resident thereof, or being orhaving been present or engaged in a trade or business therein or having had apermanent establishment or fixed based therein (other than the mere receipt ofsuch payment or the ownership or holding of such Security); 

        (2)        any estate, inheritance, gift, sales, excise, transfer, personal propertytax or similar tax, assessment or other governmental charge; 

        (3)        any Taxes which are payable otherwise than by withholding from paymentsof (or in respect of) principal of, or any interest on, the Securities; 

        (4)        any Taxes that are imposed, deducted or withheld by reason of the failureto comply by the Holder or the beneficial owner of a Security with a writtenrequest from the Issuer, after reasonable notice, (A) to provide informationconcerning the nationality, residence, identity or connection to the RelevantTaxing Jurisdiction of the Holder or such beneficial owner or (B) to make anydeclaration or other similar claim or satisfy any information or reportingrequirement, which, in the case of (A) or (B), is required or imposed by astatute, treaty, regulation or administrative practice of the 

6

Relevant Taxing Jurisdiction as aprecondition to exemption from or refund of all or part of such Tax; 

        (5)        any Taxes that are required to be withheld or deducted on a payment to anindividual pursuant to any European Union Council Directive regarding thetaxation of savings income (including European Council Directive 2003/48/EC) orpursuant to any law implementing, or introduced in order to conform to, any suchDirective; 
        (6)        if the payment could have been made without deduction or withholding if thebeneficiary of the payment had presented the Security for payment within 30 daysafter the date on which such payment or such Security became due and payable orthe date on which payment thereof is duly provided for, whichever is later(except to the extent that the Holder would have been entitled to AdditionalAmounts had the Security been presented on the last day of the 30-day period);

        (7)        any payment of principal of (or premium, if any, on) or interest on suchSecurity to any Holder who is a fiduciary or partnership or any Person otherthan the sole beneficial owner of such payment, to the extent that a beneficiaryor settlor with respect to such fiduciary, a member of such a partnership or thebeneficial owner of such payment would not have been entitled to the AdditionalAmounts had such beneficiary, settlor, member or beneficial owner been theactual Holder of such Security; 

        (8)        a Security presented for payment by or on behalf of a Holder or beneficial ownerwho would have reasonably been able to avoid a withholding or deduction bypresenting the relevant Security to another paying agent; or 

        (9)        any combination of items (1) through (8) above. 

        The Payor will (i)make any required withholding or deduction and (ii) remit the full amountdeducted or withheld to the Relevant Taxing Jurisdiction in accordance withapplicable law. The Payor will use reasonable efforts to obtain certified copiesof tax receipts evidencing the payment of any Taxes so deducted or withheld fromeach Relevant Taxing Jurisdiction imposing such Taxes and will provide suchcertified copies to the Trustee. Such copies shall be made available to theHolders upon request and will be made available at the offices of the PayingAgent in Luxembourg if the Securities are then listed on the Luxembourg StockExchange. The Payor will attach to each certified copy a certificate stating (x)that the amount of withholding Taxes evidenced by the certified copy was paid inconnection with payments in respect of the principal amount of Securities thenoutstanding and (y) the amount of such withholding Taxes paid per €1,000principal amount of the Securities. 

        If any Payor willbe obligated to pay Additional Amounts under or with respect to any payment madeon the Securities, at least 30 days prior to the date of such payment, the Payorwill deliver to the Trustee an Officers' Certificate stating the fact thatAdditional Amounts will be payable and the amount so payable and such otherinformation necessary to enable the Paying Agent to pay Additional Amounts toHolders 

7

on the relevant payment date (unless such obligation to payAdditional Amounts arises less than 30 days prior to the relevant payment date,in which case the Payor may deliver such Officers' Certificate as promptly aspracticable after the date that is 30 days prior to the payment date). 

        Whenever in theIndenture or this Security there is mentioned, in any context: 

        (1)        the payment of principal; 
        (2)        redemption prices or purchase prices in connection with a redemption or purchaseof Securities, as applicable; 

        (3)        interest; or 

        (4)        any other amount payable on or with respect to any of the Securities, suchreference shall be deemed to include payment of Additional Amounts as describedunder this heading to the extent that, in such context, Additional Amounts are,were or would be payable in respect thereof. 

        The Issuer will payany present or future stamp, court or documentary taxes or any other excisetaxes, charges or similar levies that arise in any jurisdiction from theexecution, delivery, enforcement or original registration of the Securities,this Indenture or any other related document or instrument, excluding suchtaxes, charges or similar levies imposed by any jurisdiction that is not aRelevant Taxing Jurisdiction, and the Issuer and each Guarantor will agree toindemnify the Holders for any such taxes paid by such Holders. 

8. Sinking Fund 

        The Securities arenot subject to any sinking fund. 

9. Notice of Redemption 

        At least 30 daysbut not more than 60 days before the redemption date of Securities, the Issuershall deliver a notice of redemption to Euroclear and Clearstream, asapplicable, for communication to entitled account Holders or, alternatively,publish such notice of redemption in a leading English language daily newspaperpublished in the City of London or such other English language daily newspaperwith general circulation in Europe as the Trustee may approve. So long as theSecurities are listed on the Luxembourg Stock Exchange and its rules so require,all notices to Holders will also be published in the *Luxemburger Wort*orin another daily newspaper published in Luxembourg approved by the Trustee. Inthe case of Definitive Securities, notices will be mailed to Holders byfirst-class mail at their respective addresses as they appear on the records ofthe Registrar. Notices given by publication will be deemed given on the firstdate on which publication is made. Notices delivered to Euroclear andClearstream will be deemed given on the date when delivered. Notices given byfirst class mail, postage paid, will be deemed given five calendar days aftermailing whether or not the addressee 

8

receives it, *provided*,*however*, that any notice of a redemption *provided* for by paragraph6 of this Security shall not be given earlier than 90 days prior to the earliestdate on which the Issuer or a Guarantor, as the case may be, would be obligatedto make a payment of Additional Amounts or withholding were a payment in respectof the Securities then due and payable and if at the time such notice is givensuch obligation to pay such Additional Amounts or withholding remains in effect.Securities in denominations larger than €50,000 may be redeemed in part but onlyin whole multiples of €1,000, *provided*, *however*, that, aftergiving effect to such redemption, the applicable Security shall have adenomination of no less than €50,000. If money sufficient to pay the redemptionprice of and accrued and unpaid interest on all Securities (or portions thereof)to be redeemed on the redemption date is deposited with the Paying Agent on orbefore the redemption date and certain other conditions are satisfied, on andafter such date interest ceases to accrue on such Securities (or such portionsthereof) called for redemption. 
10. Repurchase of Securities at the Option of Holders upona Change of Control or the Occurrence of certain Asset Dispositions 

        Upon a Change ofControl, each Holder of Securities will have the right, subject to certainconditions specified in the Indenture, to require the Issuer to repurchase allor any part of the Securities of such Holder at a purchase price equal to 101%of the principal amount of the Securities to be repurchased plus accrued andunpaid interest and Additional Amounts, if any, to the date of repurchase(subject to the right of Holders of record on the relevant record date toreceive interest due on the relevant interest payment date that is on or priorto the date of purchase) as provided in, and subject to the terms of, theIndenture. 

        In accordance withSection 4.05 of the Indenture, the Issuer will be required to offer to purchaseSecurities upon the occurrence of certain events, including certain AssetDispositions. 

11. Security 

        The Securities willbe secured by the Collateral. Reference is made to the Indenture for termsrelating to such security, including the release, termination and dischargethereof. Enforcement of the Security Documents is subject to the IntercreditorAgreement. Neither the Issuer nor any Guarantor shall be required to make anynotation on this Security to reflect any grant of such security or any suchrelease, termination or discharge. 

12. Denominations; Transfer; Exchange 

        The Securities arein registered form without interest coupons in minimum denominations of €50,000and whole multiples of €1,000 in excess thereof. A Holder may transfer orexchange Securities in accordance with the Indenture. Upon any transfer orexchange, the Registrar and the Trustee may require a Holder, among otherthings, to furnish appropriate endorsements or transfer documents and to pay anytaxes required by law or permitted by the Indenture. The Registrar need notregister transfers or exchanges of Securities selected for redemption (except,in the case of a Security to be redeemed in 

9

part, the portion of the Security not to be redeemed) or toany Securities for a period of 15 days prior to a selection of Securities to beredeemed. 

13. Persons Deemed Owners 

        Except as providedin paragraph 2 hereof, the registered Holder of this Security will be treated asthe owner of it for all purposes. 

14. Unclaimed Money 

        If money for thepayment of principal or interest remains unclaimed for two years, the Trustee orPaying Agent shall pay the money back to the Issuer at its written requestunless an abandoned property law designates another Person. After any suchpayment, Holders entitled to the money must look to the Issuer for payment asgeneral creditors and the Trustee and the Paying Agent shall have no furtherliability with respect to such monies. 

15. Discharge and Defeasance 

        Subject to certainconditions, the Issuer at any time may terminate some of or all its obligationsunder the Securities and the Indenture if the Issuer, among other things,deposits with the Trustee cash in euro or Euro Government Obligations in suchamounts as will be sufficient for the payment of the entire Indebtednessincluding principal of, premium and interest on, and Additional Amounts on theSecurities to the date of redemption or maturity, as the case may be. 

16. Amendment, Waiver 

        The Indenture andthe Securities may be amended as set forth in the Indenture. 

17. Defaults and Remedies 

        The followingevents constitute "Events of Default" under the Indenture; (1) default in anypayment of interest on any Security when the same becomes due and payable andsuch default continues for a period of 30 days; (2) (i) a default in the paymentof the principal of any Security when the same becomes due and payable at itsStated Maturity, upon required redemption or repurchase, upon declaration orotherwise, or (ii) a failure to redeem or purchase Securities when requiredpursuant to this Indenture or the Securities; (3) a failure to comply withSection 5.01; (4) a failure to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06,4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 or 4.14 (other than a failure topurchase Securities when required under Section 4.06 or 4.08) and such failurecontinues for 30 days after the notice specified below; (5) a failure to complywith any of the agreements in the Securities or the Indenture (other than thosereferred to in clauses (1), (2), (3) or (4) above) or the Security Documents andsuch failure continues for 60 days after the notice specified below; (6)Indebtedness of the Issuer, any Guarantor or any Significant Subsidiary is notpaid within any applicable grace period after final maturity or the accelerationby the holders thereof because of a default and the total 

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amount of such Indebtedness unpaid or accelerated exceeds€20.0 million or its foreign currency equivalent at the time; (7) the Issuer,any Guarantor or any Significant Subsidiary pursuant to or within the meaning ofany Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entryof an order for relief against it in an involuntary case; (iii) consents to theappointment of a Custodian of it or for any substantial part of its property; or(iv) makes a general assignment for the benefit of its creditors; or takes anycomparable action under any foreign laws relating to insolvency; (8) a court ofcompetent jurisdiction enters an order or decree under any Bankruptcy Law that:(i) is for relief against the Issuer, any Guarantor or any SignificantSubsidiary in an involuntary case; (ii) appoints a Custodian of the Issuer, anyGuarantor or any Significant Subsidiary or for any substantial part of itsproperty; or (iii) orders the winding up or liquidation of the Issuer, anyGuarantor or any Significant Subsidiary; or any similar relief is granted underany foreign laws and the order or decree remains unstayed and in effect for 60days; (9) any judgment or decree for the payment of money in excess of €20.0million or its foreign currency equivalent against the Issuer, any Guarantor orany Significant Subsidiary and there is a period of 60 days following the entryof such judgment or decree during which such judgment or decree is notdischarged, waived or the execution thereof stayed; (10) the revocation,suspension, termination, expiration, failure to maintain, renew or extend,transfer, surrender, release or loss of use of any License as a result of whichthe Issuer or any other Restricted Subsidiary is prohibited or materiallyimpaired by any governmental or regulatory authority from engaging in thebusiness to which such License relates and such condition continues for 30 daysafter the notice specified below; (11) any Guarantee ceases to be in full forceand effect (except as contemplated by the terms thereof) or any Guarantor deniesor disaffirms its obligations under this Indenture or any Guarantee; or (12) thesecurity interest under the Security Documents shall not constitute a valid orperfected Lien or, at any time, cease to be in full force and effect for anyreason other than the satisfaction in full of all obligations under thisIndenture and discharge of this Indenture, or release of such security interestby the Joint Security Agent in accordance with this Indenture or the terms ofthe Security Document, or any security interest created thereunder shall bedeclared invalid or unenforceable (unless, in the case of the TelecommunicationsNetwork Pledge, the invalidity or unenforceability of the security interest iscured within 10 Business Days as expressly provided for by the terms of suchPledge) or the Issuer or any Guarantor shall assert, in any pleading in anycourt of competent jurisdiction, that any such security interest is invalid orunenforceable. 

        A Default underclause (4), (5) or (10) above is not an Event of Default until the Trusteenotifies the Issuer or the Holders of at least 25% in principal amount of theoutstanding Securities notify the Issuer and the Trustee of the Default and theIssuer does not cure such Default within the time specified after receipt ofsuch notice. 

        If an Event ofDefault (other than an Event of Default specified in clause (7) or (8) withrespect to the Issuer, any Guarantor or any Significant Subsidiary) occurs andis continuing, the Trustee by notice to the Issuer, or the Holders of at least25% in principal amount of the outstanding Securities by notice to the Companyand the Trustee, may declare the principal of and accrued but unpaid interest onall the Securities to be due and payable. Upon such a declaration, suchprincipal and interest shall be due 

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and payable immediately. If an Event of Default specified inclause (7) or (8) with respect to the Issuer, any Guarantor or any SignificantSubsidiary occurs, the principal of and interest on all the Securities shallipso facto become and be immediately due and payable without any declaration orother act on the part of the Trustee or any Holders. The Holders of a majorityin principal amount of the Securities by notice to the Trustee may rescind anacceleration and its consequences if the rescission would not conflict with anyjudgment or decree and if all existing Events of Default have been cured orwaived except nonpayment of principal or interest that has become due solelybecause of acceleration. No such rescission shall affect any subsequent Defaultor impair any right consequent thereto. 

        The Holders of amajority in principal amount of the Securities by notice to the Trustee maywaive an existing Default and its consequences except (a) a Default in thepayment of the principal of or interest on a Security, (b) a Default arisingfrom the failure to redeem or purchase any Security when required pursuant tothe terms of this Indenture or (c) a Default in respect of a provision thatunder Section 9.02 of the Indenture cannot be amended without the consent ofeach Holder affected. When a Default is waived, it is deemed cured, but no suchwaiver shall extend to any subsequent or other Default or impair any consequentright. 

18. Trustee Dealings with the Issuer 

        Subject to certainlimitations set forth under the Indenture, the Trustee in its individual or anyother capacity, may become the owner or pledgee of Securities and may otherwisedeal with and collect obligations owed to it by the Issuer or its Affiliates andmay otherwise deal with the Issuer or its Affiliates with the same rights itwould have if it were not Trustee. 

19. No Recourse Against Others 

        No director,manager, officer, employee, incorporator or shareholder of the Issuer or any ofits Subsidiaries or any Parent Company of the Issuer shall have any liabilityfor any obligations of the Issuer or any Subsidiary with respect to theSecurities, the Guarantees, the Security, the Proceeds Loan or the Indenture, orfor any claim based on, in respect of, or by reason of such obligations or theircreation. Each Holder by accepting a Security waives and releases all suchliability. The waiver and release are part of the consideration for issuance ofthe Securities. 

20. Authentication 

        This Security shallnot be valid until an authorized signatory of the Trustee (or an authenticatingagent acting on its behalf) manually signs the certificate of authentication onthe other side of this Security. 

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21. Abbreviations 

        Customaryabbreviations may be used in the name of a Holder or an assignee, such as TENCOM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=jointtenants with rights of survivorship and not as tenants in common), CUST(=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

22. Governing Law 
**        THIS SECURITY SHALL BE GOVERNEDBY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.**
23. Common Codes and ISIN Numbers 

        The Issuer hascaused Common Codes and ISIN numbers to be printed on the Securities and hasdirected the Trustee to use Common Codes and ISIN numbers in notices ofredemption as a convenience to Holders. No representation is made as to theaccuracy of such numbers either as printed on the Securities or as contained inany notice of redemption and reliance may be placed only on the otheridentification numbers placed thereon. 
**        The Issuer will furnish to anyHolder of Securities upon written request and without charge to the Holder acopy of the Indenture which has in it the text of this Security and theIntercreditor Agreement.**

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ASSIGNMENT FORM 

To assign this Security, fill in the form below: 

I or we assign and transfer this Security to 

        (Print or typeassignee's name, address and zip code) 

        (Insert assignee'ssoc. sec. or tax I.D. No.) 
and    irrevocably appoint agent to transfer this Security on the books of the    Issuer. The agent may substitute another to act for him.       Date:_______________________Your    Signature:__________________________   Sign exactly as your name appears    on the other side of this Security.
 

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CERTIFICATE TO BE DELIVERED UPON EXCHANGE ORREGISTRATION OF TRANSFER RESTRICTED SECURITIES 

This certificate relates to €_________ principal amount ofSecurities held in (check applicable space) ____ book-entry or _____ definitiveform by the undersigned. 

The undersigned (check one box below): 
has requested the Trustee by    written order to deliver in exchange for its beneficial interest in the Global    Security held by the Depositary a Security or Securities in definitive,    registered form of authorized denominations and an aggregate principal    amount equal to its beneficial interest in such Global Security (or the    portion thereof indicated above);  has requested the Trustee by    written order to exchange or register the transfer of a Security or Securities.
In connection with any transfer of any of the Securitiesevidenced by this certificate occurring prior to the expiration of the periodreferred to in Rule 144(k) under the Securities Act, the undersigned confirmsthat such Securities are being transferred in accordance with its terms: 

CHECK ONE BOX BELOW 
(1)to the Issuer; or(2)to the Registrar for    registration in the name of the Holder, without    transfer; or(3)pursuant to an effective    registration statement under the Securities    Act of 1933; or(4)inside the United States to a    "qualified institutional buyer" (as defined in Rule 144A under the    Securities Act of 1933) that purchases for its own account or for the    account of a qualified institutional buyer to whom notice is given that such    transfer is being made in reliance on Rule 144A, in each case pursuant to    and in compliance with Rule 144A under the Securities Act of 1933; or (5)outside the United States in an    offshore transaction within the meaning of Regulation S under the Securities    Act in compliance with Rule 904 under the Securities Act of 1933 and such    Security shall be held immediately after the transfer through Euroclear or    Clearstream until the expiration of the Restricted Period (as defined in the    Indenture); or (6)pursuant to another available    exemption from registration under the Securities Act of 1933. 

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Unless one of the boxes is checked, the Trustee will refuse toregister any of the Securities evidenced by this certificate in the name of anyPerson other than the registered Holder thereof, *provided*, *however*,that if box (5) or (6) is checked, the Trustee or the Issuer may require, priorto registering any such transfer of the Securities, such legal opinions,certifications and other information as the Trustee or Issuer has reasonablyrequested to confirm that such transfer is being made pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of theSecurities Act of 1933. 
    Your    Signature      Signature Guarantee: Date:        Signature must be guaranteed    Signature of Signature Guaranteeby a    participant in a recognized     signature guaranty medallion program or    other signature guarantor acceptable to    the Trustee  
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
The undersigned represents and warrants that it is purchasingthis Security for its own account or an account with respect to which itexercises sole investment discretion and that it and any such account is a"qualified institutional buyer" within the meaning of Rule 144A under theSecurities Act of 1933, and is aware that the sale to it is being made inreliance on Rule 144A and acknowledges that it has received such informationregarding the Issuer as the undersigned has requested pursuant to Rule 144A orhas determined not to request such information and that it is aware that thetransferor is relying upon the undersigned's foregoing representations in orderto claim the exemption from registration *provided* by Rule 144A. 

Dated: ___________________ 

NOTICE: To be executed by an executive officer

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[TO BE ATTACHED TO GLOBAL SECURITIES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBALSECURITY 

The initial principal amount of this GlobalSecurity is €[               ]. The following increases or decreases in this Global Security have been made:
Date ofAmount of    decrease inAmount of    increase inPrincipal amount    of thisSignature of    authorizedIncrease/decreasePrincipal Amount    of thisPrincipal Amount    of thisGlobal Security    followingsignatory of    Trustee or Global SecurityGlobal Securitysuch decrease or    increaseSecurities    Custodian     
 

 

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OPTION OF HOLDER TO ELECT PURCHASE 

        If you want toelect to have this Security purchased by the Issuer pursuant to Section 4.05(Asset Disposition) or 4.06 (Change of Control) of the Indenture, check the box:

Asset Disposition    Change of Control  

        Ifyou want to elect to have only part of this Security purchased by the Issuerpursuant to Section 4.05 or 4.06 of the Indenture, state the amount (€50,000 or€1,000 multiples in excess thereof): 

€ 
    Date:______________________Your Signature:______________________    (Sign exactly as your name appears on the other side of the Security)    Signature    Guarantee:  Signature must be guaranteed by a    participant in a recognizedsignature guaranty medallion    program or other signature guarantoracceptable to the Trustee
 

EXHIBIT B 

[FORM OF GUARANTEE AGREEMENT] 

        SUPPLEMENTAL    INDENTURE (this "Supplemental Indenture") dated as of , among    [GUARANTOR] (the "New Guarantor"), a subsidiary of Oskar Holdings N.V.,    a public limited company organized under the laws of The Netherlands (the "Company"),    Oskar Mobil a.s., a joint stock company organized under the laws of the    Czech Republic (the "Issuer"), [EXISTING GUARANTORS] and JPMorgan    Chase Bank, as trustee under the indenture referred to below (the "Trustee").    

W I T N E S S E T H : 

        WHEREAS the Issuerand [EXISTING GUARANTORS] (the "Existing Guarantors") have heretoforeexecuted and delivered to the Trustee an Indenture (the "Indenture")dated as of October 13, 2004, providing for the issuance of 7.50% First PrioritySenior Secured Notes due 2011 (the "Securities"); 

        WHEREAS Section4.10 of the Indenture provides that under certain circumstances the Issuer isrequired to cause the New Guarantor to execute and deliver to the Trustee asupplemental indenture pursuant to which the New Guarantor shall unconditionallyguarantee all the Issuer's obligations under the Securities and the Indenturepursuant to a Guarantee on the terms and conditions set forth herein; and 

        WHEREAS pursuant toSection 9.01 of the Indenture, the Trustee, the Issuer and the ExistingGuarantors are authorized to execute and deliver this Supplemental Indenture;

        NOW THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, theExisting Guarantors and the Trustee mutually covenant and agree for the equaland ratable benefit of the holders of the Securities and the Indenture asfollows: 

        1. Agreement toGuarantee. The New Guarantor hereby agrees, jointly and severally with allthe Existing Guarantors, to unconditionally guarantee the Issuer's obligationsunder the Securities and the Indenture on the terms and subject to theconditions set forth in Article 10 of the Indenture and to be bound by all otherapplicable provisions of the Indenture, the Securities and the IntercreditorAgreement. 

        2. Ratificationof Indenture; Supplemental Indentures Part of Indenture. Except as expresslyamended hereby, the Indenture is in all respects ratified and confirmed and allthe terms, conditions and provisions thereof shall remain in full force andeffect. This Supplemental Indenture shall form a part of the Indenture for allpurposes, and every holder of Securities heretofore or hereafter authenticatedand delivered shall be bound hereby. 

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        3. GoverningLaw. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

        4. Trustee MakesNo Representation. The Trustee makes no representation as to the validity orsufficiency of this Supplemental Indenture. 

        5. Counterparts.The parties may sign any number of copies of this Supplemental Indenture. Eachsigned copy shall be an original, but all of them together represent the sameagreement. 

        6. Effect ofHeadings. The Section headings herein are for convenience only and shall notaffect the construction thereof. 

 

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        IN WITNESS WHEREOF,the parties hereto have caused this Guarantee Agreement to be duly executed asof the date first above written. 
[NEW GUARANTOR], by Name:Title:  OSKAR MOBIL A.S., by Name:Title:  by Name:Title:  [EXISTING GUARANTORS], by Name:Title:  JPMORGAN CHASE BANK, as      Trustee, by Name:Title:
 

4 J.P. MORGAN BANK LUXEMBOURG      S.A.,as Registrar and Luxembourg      Transfer Agent by Name:Title:  DEXIA BANQUE INTERNATIONALE      ÀLUXEMBOURG, société anonyme,      asLuxembourg Paying Agent by Name:Title:     J.P. MORGAN EUROPE LIMITED,      as JointSecurity Agent, by Name:Title:

EXHIBIT C 

FORM OF CERTIFICATE OF TRANSFER JPMorgan Chase Bank Trinity Tower 9 Thomas More Street London E1W 1YT Attn: Corporate Trust Administration 

Re: **7.50% First Priority Senior Secured Notes due 2011of Oskar Mobil a.s. (the "Securities")**

Reference is hereby made to the Indenture, dated as of October13, 2004 (the "*Indenture*"), among Oskar Mobil a.s., as Issuer, theGuarantors, JPMorgan Chase Bank, as Trustee, J.P. Morgan Bank Luxembourg S.A.,as Registrar and Luxembourg Transfer Agent, Dexia Banque Internationale àLuxembourg société anonyme, as Luxembourg Paying Agent, and J.P. Morgan EuropeLimited, as Joint Security Agent. Capitalized terms used but not defined hereinshall have the meanings given to them in the Indenture. 

___________________, (the "*Transferor*") owns andproposes to transfer the 

Security/Securities or interest in such Security/Securitiesspecified in Annex A hereto, in the principal amount of €___________ in suchSecurity/Securities or interests (the "*Transfer*"), to___________________________ (the "*Transferee*"), as further specified inAnnex A hereto. In connection with the Transfer, the Transferor herebycertifies that: 

[CHECK ALL THAT APPLY] 

1.  **Check if Transfer is Pursuant to Rule 144A**.The Transfer is being effected pursuant to and in accordance with Rule 144Aunder the U.S. Securities Act of 1933, as amended (the "*U.S. Securities Act*"),and, accordingly, the Transferor hereby further certifies that the book-entryinterest or Definitive Security is being transferred to a Person that theTransferor reasonably believed and believes is purchasing the book-entryinterest or Definitive Security for its own account, or for one or more accountswith respect to which such Person exercises sole investment discretion, and suchPerson and each such account is a "qualified institutional buyer" within themeaning of Rule 144A to whom notice was given that the Transfer was being madein reliance on Rule 144A and such Transfer is in compliance with any applicablesecurities laws of any state of the United States or any other jurisdiction.Upon consummation of the proposed Transfer in accordance with the terms of theIndenture, the transferred book-entry interest or Definitive Security will besubject to the restrictions on transfer enumerated in the Restricted SecuritiesLegend printed on the Rule 144A Global Security and/or the Rule 144A DefinitiveSecurity and in the Indenture and the U.S. Securities Act. 

2. ** ****     Check if Transfer is pursuant to Regulation S**. The Transfer isbeing effected pursuant to and in accordance with Regulation S under the U.S.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 (A) at thetime the buy order was originated, the 

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Transferee was outside the United States or such Transferorand any Person acting on its behalf reasonably believed and believes that theTransferee was outside the United States or (B) the transaction was executed in,on or through the facilities of a designated offshore securities market andneither such Transferor nor any Person acting on its behalf knows that thetransaction was prearranged with a buyer in the United States; (ii) no directedselling efforts have been made in contravention of the requirements ofRegulation S under the U.S. Securities Act; (iii) the transaction is not part ofa plan or scheme to evade the registration requirements of the U.S. SecuritiesAct; and (iv) if the Transfer is being made prior to the expiration of theRestricted Period, the transfer is not being made to a U.S. Person or for theaccount or benefit of a U.S. Person. Upon consummation of the proposed transferin accordance with the terms of the Indenture, the transferred beneficialinterest or Definitive Security will be subject to the restrictions on Transfercontained in the U.S. Securities Act, the Indenture and any applicablesecurities laws of any state of the United States or any other jurisdiction.

3. ** ****     ****Check ifTransfer is pursuant to another U.S. Securities Act exemption**. TheTransfer is being effected pursuant to Rule 144 or another available exemptionfrom registration under the U.S. Securities Act. If the Transfer is beingeffected pursuant to Rule 144 (i) the Transfer is being effected in accordancewith Rule 144 under the U.S. Securities Act and in compliance with the transferrestrictions contained in the Indenture and any applicable securities laws ofany state of the United States or any other jurisdiction; (ii) the Transferor isnot (and during the three months preceding the Transfer was not) an Affiliate ofthe Issuer, or any Guarantor; (iii) at least two years have elapsed since suchTransferor (or any previous transferor of such book-entry interest or DefinitiveSecurity that was not an Affiliate of the Issuer or any Guarantor) acquired suchbook-entry interest or Definitive Security from the Issuer, any Guarantor or anAffiliate of the Issuer or any Guarantor, and (iv) the restrictions on transfercontained in the Indenture and the Restricted Securities Legend are not requiredin order to maintain compliance with the U.S. Securities Act. If the Transfer isbeing effected pursuant to another available exemption from registration underthe U.S. Securities (other than Rule 144A, Regulation S or Rule 144), theTransferor and the Transferee will each provide such certificates and opinionsof counsel and agree to such restrictions on Transfer as the Issuer and theTrustee may request. 
This certificate and the statements contained herein are madefor your benefit and the benefit of the Issuer and the Trustee. 
     [Insert Name of Transferor]          By:  Name:  Title:    Dated:  
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ANNEX A TO CERTIFICATE OF TRANSFER 

1. The Transferor owns and proposes to transfer the following:[CHECK ONE] 
    [CHECK ONE] (a)    a book-entry    interest held through Euroclear Account No.                  or Clearstream Banking Account No.                   , in the:  (i) Rule 144A    Global Security (ISIN_______), or  (ii) Regulation S    Global Security (ISIN_______),    or (b)    a Rule 144A    Definitive Security. (c)    a Regulation S    Definitive Security.  2.After    the Transfer the Transferee will hold:    [CHECK ONE] (a)    a book-entry    interest through Euroclear Account No.    ________ or Clearstream    Banking Account No. ________ in the:  (i) Rule 144A    Global Security (ISIN_______),    or  (ii) Regulation S    Global Security (ISIN_______),    or (b)    a Rule 144A    Definitive Security; or (c)    a Regulation S    Definitive Security; or (d)    an unrestricted    Definitive Security    
 

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