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Exhibit 3.1



EXECUTED COPY





TELESYSTEM INTERNATIONAL WIRELESS INC.



as Company



and



THE INVESTORS IDENTIFIED WITHIN



as Investors





______________________________________________________________________________



THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT



May 6, 2004



______________________________________________________________________________



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THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT,dated as of May 6, 2004 made by and among the Investors identified in Schedule
''A'' (each an ''Investor''and collectively, the ''Investors'') and Telesystem International Wireless Inc. (the ''Company'')

RECITALS:

(1)

Certain of the Investors and the Company executed an investors'
rights agreement dated November 29, 2001, which was subsequently amended and
restated on 24 January 2002 and amended on 25 September 2003 (referred to
collectively as the ''Original Investor Rights Agreement'');



(2)

One of the original parties to the Original Investor Rights Agreement, Capital Communications CDPQ Inc., disposed of all its shares in the Company on 25 September 2003 and forfeited all rights thereunder;



(3)

Pursuant to a Share Transfer Agreement by and among MobiFon Holdings B.V., the Company and EEIF Melville B.V. dated 10 February 2004 and a Share Sale and Purchase Agreement by and among the Company, Clearwave N.V., Emerging Europe Infrastructure Fund C.V. and EEIF Czech N.V. dated 10 February 2004, EEIF
acquired, for valuable consideration, common shares of the Company and became
parties to an amended and restated version of the Original Investor Rights
Agreement (the ''Second Amended and Restated Investor Rights Agreement'');



(4)

Pursuant to certain arrangements between Telesystem Ltd. and its affiliates and the Caisse de dépôt et placement du Québec and its affiliates, the Caisse de dépôt et placement du Québec and Capital Communications CDPQ Inc. became shareholders of the Company on May 6, 2004;



(5)

As a result of the transactions described above, it is desirable that the Second Amended and Restated Investor Rights Agreement be further amended and restated.



(6)

By agreeing to become a Party to this Agreement, each Investor has agreed that it will cause all voting Shares (as defined herein) beneficially owned or controlled by it to be voted in accordance with the terms set out below.

In consideration of the foregoing and the mutual representations, warranties, agreements and covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

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ARTICLE 1

INTERPRETATION



Section 1.1

Amendment and Restatement; Definitions



(a) With immediate effect, the Second Amended and Restated Investor Rights Agreement is hereby amended and restated so that it will read and be construed for all purposes as set out in this Agreement.



(b)  Unless otherwise provided for herein, in this Agreement the following terms shall be given the following meanings:



''Affiliate'' means, save as follows, any Person directly
or indirectly controlling, controlled by or under common control with any other
Person. For the purpose of this definition, ''control'' means the power to direct (by contract or otherwise) the operations, policies or management of a Person. Notwithstanding any provision of this Agreement to the contrary, J.P. Morgan Chase & Co. and its subsidiaries and affiliates (other than JPMP and the subsidiaries of JPMP) (all of whom are collectively referred to as the ''Other JP Morgan Entities'') shall be deemed not to be Affiliates of JPMP and under no circumstances whatsoever shall JPMP be responsible or liable hereunder for the acts or omissions of the Other JP Morgan Entities.



''Agreement''means this Third Amended and Restated Investor Rights Agreement and all schedules and instruments in amendment or confirmation of it; ''hereof'', ''hereto''and ''hereunder''and similar expressions mean and refer to this Agreement and not to any particular Article, Section, Subsection or other subdivision; ''Article'', ''Section'', ''Subsection''or other subdivision of this Agreement followed by a number refers to the specified Article, Section, Subsection or other subdivision of this Agreement.



''Board'' means the board of directors of the Company.



''Business Plan''means the business plan of the Company and its Subsidiaries (on a consolidated basis) to be prepared by senior management of the Company, which business plan (and any amendments, revisions or other modifications thereto) shall be submitted to the Board for prior approval in accordance with Section 3.2 from time to time.



''CBCA'' means the Canada Business Corporations Act, as in effect on the date hereof.



''CDPQ''means the Caisse de dépôt et placement du Québec, Capital Communications CDPQ Inc. and any of their respective Affiliates or successors, acting collectively.



''Company''has the meaning specified in the preamble hereof.



''Co-Sale Group'' has the meaning specified in Section 6.1(1).



''Co-Sale Offeree'' has the meaning specified in Section 6.1(1).

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''Co-Sale Offeror'' has the meaning specified in Section 6.1(1).



''Co-Sale Notice'' has the meaning specified in Section 6.1(1).



''EEIF''means EEIF Melville B.V., Emerging Europe Infrastructure Fund C.V. and EEIF Czech N.V., acting collectively.



''Investors''means, collectively, the Persons identified in Schedule
''A'', together with their Affiliates, and ''Investor''means any one of them.



''JPMP''means J.P. Morgan Partners (BHCA), L.P., JPMP TIW EH, LP., AOF Investment N.V., CEA Investment N.V. and CAIP Investment N.V., acting collectively.



''Minimum Condition 1'' has the meaning specified in Section 3.2(1)(d).



''Minimum Condition 2'' has the meaning specified in Section 3.2(1)(e).



''Nominating Party''has the meaning specified in Section 3.2(1)(b).



''Non-Voting Shares''means the non-voting participating preferred Shares of the Company.



''Offered Shares'' has the meaning specified in Section 6.1(1).



''Organizational Documents'' has the meaning specified in Section 5.1.



''Parties''means, collectively, each of JPMP, UFI, CDPQ, EEIF, Telesystem
and the Company, and any other Person who may at any time become a party to this
Agreement pursuant to the terms hereof, and ''Party'' means any one of them.



''Permitted Transfer'' means (i) any pledge, hypothecation or other encumbrance on any of the Shares of an Investor, provided such Person or Persons in favour of whom such Shares have been so pledged, hypothecated or otherwise encumbered signs a joinder to this Agreement agreeing to become a party to, to be bound by, to comply with and to be subject to the terms and conditions hereof, (ii) one or more sales by an Investor in any given 12-month period, on The Toronto Stock Exchange and/or NASDAQ and/or any other nationally recognized securities market on which the Shares are traded, of not more than 5% of the issued and outstanding Shares of the Company (based on the number of Shares issued and outstanding at the commencement of such period) and only if such transactions are otherwise exempt from the take-over bid rules under applicable corporate and securities laws and regulations, (iii) any Transfer of Shares between any Investor and its Subsidiaries or Affiliates or to any other Investor or such Investor's Subsidiaries or Affiliates, or (iv) any Transfer of Shares under a non-exempt take-over bid under applicable corporate and securities laws and regulations.



''Pro Rata Amount'' means, as of any given date and with respect to any Investor, the quotient obtained by dividing (i) the number of Shares then held by such Investor, by (ii) the aggregate number of Shares then held by all Investors, assuming in each case that, in the calculation of such number of Shares, all securities held by Investors which by their terms are convertible or exercisable into or exchangeable for Shares, have been so converted, exercised or exchanged on such date.

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''Regulatory Problem''has the meaning specified in the Regulatory Sideletter.



''Regulatory Sideletter''has the meaning specified in Section 5.1.



''Shares''has the meaning specified in Section 2.1, and more particularly described in Article 2.



''Strategic Direction''means the maximization and realization of shareholder value of the Company and its Subsidiaries (on a consolidated basis) in the medium term and in a manner consistent with the Business Plan, and in the event such value is realized, the distribution of such value to all of the shareholders of the Company.



''Subsidiary'' has the meaning specified in the CBCA, as in effect on the date hereof.



''Tag-Along Notice'' has the meaning specified in Section 6.1(3).



''Telesystem'' means Telesystem Ltd. and its wholly-owned subsidiary, 9111-1369 Québec Inc., acting collectively.



''Third Party'' means any Person that is not (i) the Company (ii) an Investor or (iii) any of their respective Affiliates.



''Transfer'' means to sell, transfer, pledge, hypothecate, encumber, assign or otherwise dispose of, either voluntarily or involuntarily and with or without consideration.



''UFI'' means U.F. Investments (Barbados) Ltd.



SCHEDULES

Schedule ''A''

Investors

Schedule 3.2

Major Decisions

Schedule 4.1(a)

Shares

Schedule 5.1

Regulatory Sideletter



ARTICLE 2

SHARES



Section 2.1 Shares



For purposes of this Agreement, ''Shares''includes any outstanding equity securities of the Company (or of a successor or continuing corporation of the Company) or of any corporation into whose shares such equity securities of the Company (or of a successor or continuing corporation of the Company) may be consolidated, subdivided, exchanged, converted, changed, reclassified or redesignated provided, however, that except as specifically provided in the definition of ''Pro Rata Amount'', ''Share'' shall not include unexercised options, warrants or convertible securities.

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Section 2.2 Application of Agreement



For purposes of this Agreement, all ''Shares'' beneficially owned by an Investor on the date hereof and set forth in Schedule 4.1(a), and any Shares beneficially acquired, directly or indirectly, by any Investor, or Shares over which any Investor has control, at any time and from time to time hereafter until the expiry or other termination of this Agreement shall be subject to the terms and conditions of this Agreement (including without limitation, the representations and warranties contained in Article 4 hereof). To the extent that a Person who is controlled by such Investor shall at any time and from time to time beneficially acquire, directly or indirectly, any such Shares, such Investor shall cause such controlled Person to agree to sign a joinder hereto and to comply with the terms hereof, effective as of the date of such acquisition.



Section 2.3 Beneficial Ownership



For purposes of this Agreement, all references to ''Shares'' owned by any Investor shall include all Shares owned legally or beneficially; all Shares over which control is exercised; and all Shares owned or controlled by any Subsidiary or other entity controlled by such Investor, in each case whether such interest is held directly or indirectly, including without limitation subsequently acquired Shares referred to in Section 2.2.





ARTICLE 3

VOTING OF SHARES AND RELATED MATTERS



Section 3.1 Commencement and Duration



(1)

The rights and obligations of (i) each Investor that beneficially owns Shares and (ii) the Company, pursuant to this Article 3 shall be effective as of and from the date hereof and shall continue to be enforceable by or on behalf of (in the case of rights) and to be binding upon and enforceable against (in the case of obligations) such Investor and the Company:



(a)

until this Agreement is terminated by mutual agreement of all Investors bound by the Agreement at that time; or



(b)

with respect to an Investor, until such Investor holds less than 7% of the issued and outstanding Shares (including Non-Voting Shares) and such Investor has elected by notice in writing to the other Parties not to continue to be bound by this Agreement; or



(c)

until only one Investor is bound by the Agreement; or



(d)

until the Investors bound by the Agreement own, in aggregate, less than one third (1/3) of the issued and outstanding Shares (including Non-Voting Shares).

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Section 3.2 Voting of Shares



During the term of this Agreement, each Investor and the Company agree as follows:



(1)

Board Matters



(a)

Size of Board of Directors:The Board is currently established to have eight (8) members and the Company shall not increase or decrease the size of the Board, without the prior written consent of each Investor, which consent may be arbitrarily and/or unreasonably withheld.



(b)

Entitlement to Nominate Board Members:



(i)

Each of JPMP, UFI, EEIF, Telesystem and CDPQ (each such Persons or group of Persons a ''Nominating Party'') shall, subject to the requirements of Section 3.2(1)(c), Section 3.2(1)(h) and Section 3.2(1)(i), have the right to nominate candidates for appointment or election to the Board as follows:



CDPQ

1 Board member

Telesystem

1 Board member

JPMP

2 Board members

UFI

1 Board member

EEIF

1 Board member



(ii)

Subject to (y) the requirements of the CBCA and the rules of The Toronto Stock Exchange and NASDAQ (or the NASD), as applicable, and (z) Section 3.2(1)(b)(iii), the Board shall have the right to nominate for election or appointment to the Board any other individual persons required to bring the number of directors on the Board to eight (8), provided, however, that such other individual persons so nominated for election or appointment by the Board shall at all times consist of, to the extent practicable, persons who (i) are independent of Company management, the Investors and the Company, and (ii) possess substantial industry or other experience relevant or applicable to the Strategic Direction; and



(iii)

If at any time during the term of this Agreement in connection with a transaction or series of transactions approved by the Board in accordance with Section 3.2(2) (and in particular, Part (A) of Schedule 3.2), a Third Party has been granted the right to nominate an individual to the Board, the Board shall exercise its rights in Section 3.2(1)(b)(ii) to appoint or nominate for election to the Board the individual nominated by such Third Party, provided such Third Party executes a joinder to this Agreement agreeing to be bound by the terms and conditions hereof.



(c)

Minimum Conditions: Until this Agreement terminates in accordance with Section 3.1, each Nominating Party shall have the right to nominate:



(i)

one individual person for appointment or election to the Board if and whenever and for so long as such Nominating Party satisfies Minimum Condition 1; and

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(ii)

one additional individual person for appointment or election to the Board if and whenever and for so long as such Nominating Party satisfies Minimum Condition 2.



(d)

Minimum Condition 1: For purposes of Section 3.2(1)(c)(i), Minimum Condition 1 will be satisfied by a Nominating Party if and whenever and for so long as it owns at least (A) 7% of the issued and outstanding Shares (including Non-Voting Shares) of the Company and, for purposes of determining such percentage, any dilution attributable to the issuance by the Company of Shares either to Deraso Holdings B.V. and Deraso Holdings B.V.'s shareholders and affiliates in exchange for shares in Mobifon S.A. or the proceeds of which are used principally by the Company to acquire such shares in Mobifon S.A.,shall be disregarded, and (B) in the case of Telesystem, 5% of the issued and outstanding Shares (including Non-Voting Shares) of the Company.



(e)

Minimum Condition 2: For purposes of Section 3.2(1)(c)(ii), Minimum Condition 2 will be satisfied by a Nominating Party if and whenever and for so long as it owns at least 13% of the issued and outstanding Shares (including Non-Voting Shares) of the Company.



(f)

Adjustments: The Parties acknowledge and agree that the number of Shares (including Non-Voting Shares) referred to in Section 3.2(1)(d) and Section 3.2(1)(e) shall be equitably adjusted as necessary to reflect any consolidation, subdivision, reclassification, capital reorganization of or other change to the outstanding Shares (including Non-Voting Shares), or any payment by the Company of a stock dividend, in each case occurring after the date hereof. Such adjustment shall be effected by the Company upon the consent of all of the Investors, failing which it shall be decided by a nationally recognized independent firm of chartered accountants in Canada, whose decision shall be final and binding upon the Parties.



(g)

Required Voting:Each Investor covenants and agrees with the other Investors to vote all of its Shares in favour of the nominees put forward for election by each Nominating Party and the Board in accordance with Section 3.2(1)(b) at each of the Company's duly constituted shareholders' meetings at which members of the Board are to be elected, and each Investor and the Company shall use their respective best efforts to cause any vacancy on the Board to be filled by a nominee of the Nominating Party, or the Board, as the case may be, entitled to fill that vacancy. For greater certainty, nothing in this Agreement shall require a Party to grant a proxy in favour of another Party or to management of the Company.



(h)

Director Qualifications:Only individuals qualified to act as directors of the Company under applicable law, except as to Canadian residency, shall be nominated to the Board by any Nominating Party or the Board. Unless otherwise agreed by JPMP, EEIF and UFI, Telesystem, CDPQ and the Board shall put forward among their nominees such number of resident Canadians as may be required to satisfy the resident Canadian director requirements under the CBCA.

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(i)

Board Vacancies:In the event that there shall be any vacancy on the Board resulting from the resignation, death or incapacity of a director selected hereunder by a Nominating Party or the Board, or if a nominee of a Nominating Party or the Board hereunder fails to stand for election or re-election as director for whatever reason, the Parties shall take whatever reasonable action is within their control to appoint or elect or cause to be appointed or elected to the Board as soon as possible a successor or a nominee, as the case may be, selected by such Nominating Party or the Board, as the case may be.



(j)

Continued Participation on Board:If a Nominating Party does not satisfy Minimum Condition 1, it may nevertheless request and the Board shall consider, whether a nominee of such Nominating Party will be permitted to serve as a member of the Board.  For the avoidance of doubt, nothing in this Section 3.2(1)(j) shall oblige any Investor, the Company or the members of the Board to vote for or appoint any such nominee to the Board.



(2)

Major Decisions



All decisions of the Board, save as follows, shall be decided by a majority of votes cast (or by such greater percentage of votes as may be required by the CBCA) by the directors present and eligible to cast votes at a duly constituted meeting of the Board. The taking of any of the decisions or actions or the implementation of any of the matters listed or described in Schedule 3.2 shall, in addition to any other approval required by law, require the approval of (A) in the case of those items listed or described in part (A) of Schedule 3.2, not less than two - thirds (2/3) of the votes cast by the directors present and eligible to cast votes at a duly constituted meeting of the Board, and (B) in the case of those items listed or described in part (B) of Schedule 3.2, not less than three - quarters (3/4) of the votes cast by the directors present and eligible to cast votes at a duly constituted meeting of the Board.



For greater certainty, in respect of all references in this Section 3.2(2) and Schedule 3.2 to minimum numbers of votes to be cast at Board meetings which would, with respect to any such vote, result in a fraction of a vote, such fraction shall be deemed to be rounded up to the next highest whole vote.



The Company agrees that it will not, and each Investor agrees that it will use its best efforts to cause the Company not to, act on any decision of the Board which has not been passed in accordance with this Section 3.2(2).



(3)

Chairperson



The Board will appoint as Chairperson of the Board a nominee of Telesystem. In no circumstances shall the Chairperson of the Board have a casting vote.

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Section 3.3

Conversion of Non-Voting Shares



During the term of this Agreement, any Investor holding
Non-Voting Shares shall, prior to any conversion thereof (in whole or in part)
(a ''NVS Conversion'') into common or other voting Shares of the Company
in accordance with the terms thereof, deliver to the Company and the other
Investors a notice (the ''NVS Conversion Notice''), stipulating the number of Non-Voting Shares to be converted under the NVS Conversion, together with the proposed closing date thereof. Such Investor shall consult with the other Investors and the Company in order to collectively determine whether such NVS Conversion (i) would trigger a Potential Group Determination, as defined in the Organizational Documents, or (ii) would create a Regulatory Problem. If within ten days of receipt of the NVS Conversion Notice the Investors and the Company have not agreed with such Investor to permit the NVS Conversion, such matter shall be finally determined by a committee of the Board consisting of those independent members designated pursuant to Section 3.2(1)(b)(ii).



Section 3.4

Voting Rights Otherwise Unaffected.



Other than in respect of the matters referred to in this Article 3, this Agreement shall have no effect on any voting rights attaching to the Shares and, for greater certainty, each Investor shall otherwise retain the right to consent to or to vote in person or by proxy the Shares, on any item of business, resolution, matter, question or proposition whatsoever that may come before the shareholders of the Company in its sole discretion.





ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS





Section 4.1

Representations and Warranties of the Investors



(1)

Each Investor, severally and not jointly and severally and not solidarily, represents and warrants as the date hereof (and in respect of itself and none of the other Investors) as follows to the other Investors and acknowledges and confirms that each such other Investor is relying on such representations, warranties and covenants in connection with the entering into of this Agreement:



(a)

Ownership of Shares, etc. - Schedule 4.1(a) lists, in respect of each Investor, the number of Shares of the Company of which such Investor is, on the date hereof, the beneficial owner, directly or indirectly, or on which it has  direction and control over or otherwise has the right to vote or deal with, or direct the voting or dealing with. Except as disclosed on Schedule 4.1(a), such Investor does not own on the date hereof directly or indirectly, or otherwise has direction and control over or the right to vote or deal with, or direct the voting or dealing with, any other voting securities or securities convertible or exchangeable or exercisable into voting securities of the Company. In respect of any Investor, references in this Section 4.1(1)(a) to
''direction'' or ''directing the voting or dealing with'' shall be limited to those circumstances in which such Investor possesses or enjoys an affirmative right, pursuant to an agreement, to direct votes of or otherwise deal with common shares  of the Company.

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(b)

No Voting Arrangements -Except as set out in this Agreement, such Investor has no written or oral agreement, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, relating to or restricting the exercise of any of the voting rights attaching to the Shares and, for greater certainty, such Investor has and will have with respect to after-acquired Shares the unfettered and absolute right to exercise the votes attaching to such Investor's Shares.



(c)

No Contravention -The fulfillment of such Investor's obligations hereunder does not and will not breach, contravene or constitute a default under any contract, agreement or instrument to which such Investor is a party or by which it is bound.



(d)

No Actions -Such Investor knows of no action, proceeding or investigation, pending or threatened, involving such Investor which places in question the validity or enforceability of this Agreement.



Section 4.2

Requests



Each Investor (a ''Requesting Investor'') has the right, exercisable at any time, to request in writing from each other Investor a disclosure, by way of statutory declaration:



(a)

as to the number of Shares beneficially owned, directly or indirectly, by it and any of its Subsidiaries or Affiliates; and



(b)

if a Board nominee of the Requesting Investor has not been elected in accordance with the terms hereof at a duly constituted shareholders' meeting, as to the manner in which such other Investor's Shares were voted at such meeting (but only in respect of votes cast to elect directors),



and such Investor shall provide such information in writing, within five (5) Business Days of receipt of such request.





ARTICLE 5

REGULATORY MATTERS (JPMP)



Section 5.1

Co-operation of Other Investors





Subject to Section 5.3, each Investor agrees to cooperate with the Company in all reasonable respects in complying with the terms and provisions of the letter agreement between the Company and JPMP,
a duly executed copy of which is attached as Schedule 5.1, regarding regulatory
matters (the ''Regulatory Sideletter''), including without limitation
voting to approve any amendment to the Company's Articles of Incorporation, the
Company's By-laws or other comparable corporate documents (collectively the ''Organizational Documents'') or this Agreement in a manner reasonably acceptable to UFI, Telesystem, EEIF, CDPQ and  JPMP or any Affiliate of JPMP entitled to make such request pursuant to the Regulatory Sideletter in order to remedy a Regulatory Problem (as defined in the Regulatory Sideletter) in the manner provided in the Regulatory Sideletter. Anything contained in this Section 5.1 to the contrary notwithstanding, no Investor shall be required under this Section 5.1 to take any action that would adversely affect in any material respect such Investor's rights, obligations or liabilities under this Agreement or as a shareholder of the Company.

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Section 5.2

Covenant Not to Amend



Subject to Section 5.3, the Company and each Investor (other than JPMP) agree to provide JPMP with notice of its or their intention to amend, or effectively amend by permanently foregoing its rights under, the voting or other provisions of any Organizational Document or this Agreement and agree not to amend, or effectively amend by permanently foregoing its rights under, the voting or other provisions of any Organizational Document or this Agreement until JPMP determines that such amendment, or such effective amendment, would not itself, or would not following the exercise by JPMP or its Affiliates of commercially reasonable efforts, cause  JPMP or any of its Affiliates to have a Regulatory Problem (as defined in the Regulatory Sideletter). JPMP agrees to notify the Company and each other Investor as to whether or not it would have a Regulatory Problem within ten (10) Business Days after JPMP has received notice of such proposed amendment or such effective amendment.



Section 5.3

Reimbursement



JPMP shall be fully responsible for and shall reimburse each of the Company, UFI, EEIF, Telesystem and CDPQ, as the case may be, for all of their respective costs and documented and incurred losses or expenses associated with (i) any action requested to be taken by JPMP, or (ii) any action caused to be taken by JPMP, in each case by the Company, UFI, EEIF, Telesystem and CDPQ respectively, in connection with or pursuant to Section 5.1 or Section 5.2.





ARTICLE 6

CO-SALE RIGHTS



Section 6.1

Co-Sale Rights



(1)

If an Investor, either individually or as part of a group (the ''Co-Sale Group'')
of two or more Investors acting jointly and in concert (such individual Investor
or Co-Sale Group member being the ''Co-Sale Offeree'') proposes to
Transfer, or receives an offer to Transfer (that it wishes to accept), to any
Third Party (the ''Co-Sale Offeror'') Shares of such Investor that either alone, or together with any other Co-Sale Offeree, represent more than 15% of the total equity securities of the Company issued and outstanding as of the date of such offer, the Co-Sale Offeree,
either for itself or on behalf of the Co-Sale Group, shall, at least ten (10)
Business Days before such Transfer, deliver a notice (the ''Co-Sale Notice'')
to each other Investor that sets forth: (A) the number of Shares to which the
offer relates (the ''Offered Shares'') and the name and address of the Co-Sale Offeror, (B) the name and address of the proposed Co-Sale Offeree(s), (C) the proposed amount and type of consideration (including without limitation, if the consideration consists in whole or in part of noncash consideration, such information available to the Co-Sale Offeree(s) as may be reasonably necessary for the Company and each Investor to properly analyze the economic value and investment risk of such non-cash consideration) and (D) the terms and conditions of payment offered by the Co-Sale Offeror; provided, however, that such Co-Sale Notice shall indicate that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 6.1(1) and has agreed in writing to purchase Shares in accordance with the terms hereof.

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(2)

No Co-Sale Offeree shall Transfer any Shares to the Co-Sale Offeror unless each Investor (other than any Co-Sale Offeree) who desires to do so is permitted to Transfer its respective Pro Rata Amount (based upon the aggregate number of Shares of the Company outstanding at such time and held by all Investors) of the aggregate number of Shares to which the Co-Sale Offer relates.



(3)

Within ten (10) Business Days after delivery of the Co-Sale Notice, each Investor may elect to participate in the proposed Transfer by delivering to such Co-Sale Offeree
a notice (the ''Tag-Along Notice'') specifying the number of Shares (up to its Pro Rata Amount) with respect to which each Investor shall exercise its rights under this Section 6.1(3).



(4)

Any Shares specified in a Tag-Along Notice shall be Transferred on the same terms and conditions as are set forth in the Co-Sale Notice in respect of the Offered Shares.



(5)

The provisions of this Article 6 (i) shall not apply to Permitted Transfers and (ii) shall apply to all Shares including Non-Voting Shares.





ARTICLE 7

MISCELLANEOUS



Section 7.1

Assignment; Successors



This Agreement shall not be assigned by any Investor without the prior written consent of the other Parties, except that each Investor may assign its rights and obligations hereunder to any Subsidiary or Affiliate of such Investor which owns or receives Shares, provided that such Subsidiary or Affiliate agrees to be bound by the terms hereof. Subject as aforesaid, this Agreement shall be binding upon and enure to the benefit of the Investors and their respective heirs, executors, administrators, successors and permitted assigns, as the case may be.



The Company shall not, directly or indirectly, enter into any merger, consolidation or reorganization in which the Company shall not be the surviving entity unless all the Investors shall, prior to such merger, consolidation or reorganization, have agreed in writing upon the rights and obligations, if any, which will govern their relationship as security holders of the surviving entity.

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Section 7.2

Governing Law



This Agreement shall be governed by and construed in accordance with the laws of Québec and the federal laws of Canada applicable therein. Any legal action or proceeding with respect to this Agreement may be brought exclusively in the courts of the Province of Québec. Each Party hereby irrevocably accepts for itself and in respect of its property and assets, generally and unconditionally the jurisdiction of the aforesaid courts.



Section 7.3

Severability



Any provision or provisions of this Agreement which contravene any applicable law or which are found to be unenforceable shall, to the extent of such contravention or unenforceability, be deemed severable and shall not cause this Agreement to be held invalid or unenforceable or affect any other provision or provisions of this Agreement.



Section 7.4

Counterparts



This Agreement may be executed in any number of counterparts, including counterparts by facsimile, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.



Section 7.5

Specific Performance



Each Party hereby recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other Parties to sustain damages for which they would not have adequate remedy at law for money damages, and, therefore, each Party agrees that in the event of any such breach, the aggrieved Party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.



Section 7.6

Notices



(1)

Any notice, direction or other communication to be given under this Agreement shall be in writing and given by delivering it or sending it by telecopy or other similar form of recorded communication but not by e-mail, addressed as follows:



(a)

If to the Company, to it at:



1250 blvd. Rene-Levesque  West

38thFloor

Montreal, Québec

H3G 4W8

Attention: Chief Financial Officer, and

the General Counsel and Secretary

Telephone: (514) 673-8497

Telecopier: (514) 673-8470

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14



(b)

If to UFI, to it at:



U.F. Investments (Barbados) Ltd.

The Ernst & Young Building

Bush Hill Bay Street

Bridgetown, Barbados

Attention: The Managing Director

Telephone: (246) 430-3900

Telecopier: (246) 426-9551



(c)

with a copy to:



Hutchison Whampoa Limited

22ndFloor, Hutchison House

10 Harcourt Road

Hong Kong

Attention: Company Secretary

Telephone: (852) 2128-1233

Telecopier: (852) 2128-1778



(d)

if to JPMP,to it at:



c/o J.P. Morgan Partners, LLC

1221 Avenue of the Americas

New York, NY 10020

Attention: Official Notices Clerk

(FBO: Michael R. Hannon)

Telephone: (212) 899-3400

Telecopier: (212) 899-3401



(e)

with a copy to:



O'Melvey & Myers LLP

Times Square Tower

7 Times Square

New York, NY 10036

Attention: Gregory A. Gilbert, Esq.

Telephone: (212) 408-2400

Telecopier: (212) 408-2420



(f)

if to Telesystem, to it at:



1250 René-Lévesque Blvd. West

38thFloor

Montreal, Québec

H3B 4W8

Attention: Senior Vice-President and CFO

Telephone: (514) 397-9797

Telecopier: (514) 397-0089

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15



(g)

if to EEIF, to it at:



Emerging Markets Partnership (Europe) Limited

161, Brompton Road

London SW3 1EX

Attention: Colin Hewett

Telephone: +44 20 78863600

Telecopier: +44 20 78863639



with a copy:



Gibson, Dunn & Crutcher LLP

Telephone House

2-4 Temple Avenue

London EC4Y 0HB

Attention: Wayne PJ McArdle

Telephone: +44 20 7071 4000

Telecopier: +44 20 7071 4244



(h)

if to CDPQ, to it at:



Caisse de dépôt et placement du Québec

c/o CDP Capital Amérique

1000, Place Jean-Paul-Riopelle

Montréal, Québec

H2Z 2B3, Canada

Attention: Vice-President, Investments Communications

Telephone: 514-847-2306

Telecopier: 514-847-2493



with a copy to:



McCarthy Tétrault LLP

1170 Peel Street

Montreal, Québec

H3B 4S8

Tel:

(514) 397-4272

Fax:

(514) 397-4235

Attn:

André Goyer



Any such communication shall be deemed to have been validly and effectively given (i) if personally delivered, on the date of such delivery if such date is a Business Day and such delivery was made prior to 4:00 p.m. (local time in the place of the recipient) and otherwise on the next Business Day, or (ii) if transmitted by telecopy or similar means of recorded communication on the Business Day following the date of transmission. Any Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such Party at its changed address.

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16



Section 7.7

Language



The Parties acknowledge and are satisfied that this Agreement be initially drawn up in the English language.  Notwithstanding the foregoing, the Company undertakes to have this Agreement translated into the French language and to circulate such translated version among all Investors forthwith following the date hereof and in any event by no later than May 27, 2004, whereupon all Investors shall have 15 days to comment thereon in writing to the Company and all other Investors (such comments to be limited to issues of translation only and not of substance).  Upon agreement as to the final French translation of this Agreement by the Company and all Investors, each of whom shall act diligently and in good faith in respect thereof, the English and French versions of this Agreement shall together be deemed to constitute one and the same agreement.





IN WITNESS WHEREOFthe Parties have caused this Third Amended and Restated Investor Rights Agreement to be executed effective as described herein.





TELESYSTEM INTERNATIONAL WIRELESS INC.





By:  ____________________________________________

Authorized Signing Officer



By:  ____________________________________________

Authorized Signing Officer





U.F. INVESTMENTS (BARBADOS) LTD.



By:  ____________________________________________

Authorized Signing Officer



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17

J.P. MORGAN PARTNERS (BHCA), L.P.



By:

JPMP Master Fund Manager, L.P.

its General Partner



By:

JPMP Capital Corp.

its General Partner



By:_____________________________________________

Name:

Michael Hannon

Title:

Managing Director





JPMP TIW EH, L.P.



By:

JPMP TIW EH GP, LLC

its General Partner



By:

J.P. Morgan Partners (BCHA), L.P.

its Sole Member



By:

JPMP Master Fund Manager, L.P.

its General Partner



By:

JPMP Capital Corp.

its General Partner



By:  ____________________________________________

Name:

Michael Hannon

Title:

Managing Director





AOF INVESTMENT N.V.



By:  ____________________________________________

Name:

Title:





CEA INVESTMENT N.V.



By:  ____________________________________________

Name:

Title:

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18



CAIP INVESTMENT N.V.



By:  ____________________________________________

Name:

Title:





CAISSE DE DéPôT ET PLACEMENT DU QUéBEC



By:  ____________________________________________

Authorized Signing Officer



By:  ____________________________________________

Authorized Signing Officer





CAPITAL COMMUNICATIONS CDPQ INC.



By:  ____________________________________________

Authorized Signing Officer



By:  ____________________________________________

Authorized Signing Officer





EEIF MELVILLE B.V.



By:  ____________________________________________

Authorized Signatory



EMERGING EUROPE INFRASTRUCTURE FUND C.V.



By:

AIG Emerging Europe Infrastructure Management L.P.,
its general partner

By:

AIG Emerging Europe Infrastructure Management Ltd.,
its general partner



By:  ____________________________________________

Authorized Signatory





EEIF CZECH N.V.



By:  ____________________________________________

Authorized Signatory



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19

TELESYSTEM LTD.



By:  ____________________________________________

Authorized Signing Officer





9111-1369 QUÉBEC INC.



By:  ____________________________________________

Authorized Signing Officer



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20

SCHEDULE ''A''

INVESTORS

UFI

U.F. Investments (Barbados) Ltd.



JPMP

J.P. Morgan Partners (BCHA), L.P.

JPMP TIW EH, L.P.

AOF Investment N.V.

CEA Investment N.V.

CAIP Investment N.V.





Telesystem

Telesystem Ltd.

9111-1369 Québec Inc.



CDPQ

Caisse de dépôt et placement du Québec

Capital Communications CDPQ Inc.

EEIF

EEIF Melville B.V.

Emerging Europe Infrastructure Fund C.V.

EEIF Czech N.V.

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21



SCHEDULE 3.2

MAJOR DECISIONS



(A)

DECISIONS TO BE APPROVED BY NOT LESS THAN TWO THIRDS (2/3) OF VOTES CAST BY DIRECTORS PRESENT AND ELIGIBLE TO CAST VOTES AT A DULY CONSTITUTED BOARD MEETING:



Except as specifically provided for in the Business Plan and consistent with the Strategic Direction:



(1)

the issuance of any rights, warrants, options or underlying securities or other equity securities (other than such securities as may be granted or securities issued pursuant to the Company Stock Incentive Plan, as amended, in force on the date hereof), the issuance of equity or equity-linked securities, any redemption of any equity or equity-linked securities, repurchase or acquisition of equity or equity-linked securities, or the repricing (or adjustment of the strike/exercise price) of any rights, warrants or options, in each case by the Company or any Subsidiary (including Subsidiaries of Subsidiaries);



(2)

material changes in the Articles of Incorporation or By-laws (or comparable constating documents) of the Company or any Subsidiary;



(3)

incurring any debt or pledging of assets of the Company or any Subsidiary;



(4)

the creation of any Subsidiary by the Company (or any Subsidiary), except for the creation of any such Subsidiary which is wholly-owned by the Company (or any such Subsidiary, as applicable);



(5)

the entering into by the Company or any Subsidiary of any contract or agreement for an amount in excess of Cdn. $200,000 in any calendar year with any Affiliate, officer, director, stockholder, consultant or employee of the Company or any Subsidiary, or any Affiliate of any officer, director, stockholder, consultant or employee of the Company or any Subsidiary, including, without limitation, for the sale or repurchase of any of the Company's or any Subsidiary's outstanding capital stock, or rights, warrants or options therefor (other than (A) existing repurchase rights, (B) any contract or agreement entered into with such person on an arms-length basis or (C) equity-based compensation approved pursuant to A(1) above);



(6)

the granting of any exclusive rights to any intellectual property of the Company or any Subsidiary;



(7)

the granting of any exclusive distribution or offtake rights by the Company or any Subsidiary;

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22



(8)

any material changes in the Company's or any Subsidiary's accounting methods or policies (other than as required by U.S. or Canadian generally accepted accounting principles), and any change in the Company's or any Subsidiary's auditors;



(9)

any other matter which pursuant to the CBCA, is to be approved by a special resolution of shareholders of the Company;



(10)

the sale of the Company (whether by sale of assets, stock or merger) in circumstances in which the subject transaction or transactions do not, in the respective opinions of each Investor (and by written notice thereof to the Board), treat such Investor in a fair and equitable manner; and



(11)

the Company or any Subsidiary, as applicable, agreeing, or offering, as the case may be, to take any of the foregoing actions.





(B)

DECISIONS TO BE APPROVED BY NOT LESS THAN THREE QUARTERS (3/4) OF VOTES CAST BY DIRECTORS PRESENT AND ELIGIBLE TO CAST VOTES AT A DULY CONSTITUTED BOARD MEETING:



(1)

The approval of the Business Plan or any modification of the Business Plan and/or of the Strategic Direction;



Except as specifically provided for in the Business Plan and consistent with the Strategic Direction:



(2)

the repurchase of debt by the Company or any Subsidiary (other than out of the proceeds of a sale of businesses or assets, in which case such repurchase of debt shall be subject to the approval required by part (A) of Schedule 3.2, provided such approval will not be withheld if the failure to so repurchase debt would result in a breach of the Company's existing debt covenants);



(3)

any investment, acquisition, capital expenditure or development project by the Company or any Subsidiary;



(4)

the modification of the dividend policy of the Company (as stated in the Business Plan);



(5)

the discontinuance of the Company's status as a public company with disclosure and filing obligations under the Securities Exchange Act of 1934, as amended, or any comparable Canadian law and/or otherwise stop or impair trading in the Company's securities on The Toronto Stock Exchange, or any other nationally recognized securities exchange in Canada;



(6)

commencing or effecting a tender or exchange offer made by the Company or any Subsidiary for all or a portion of the securities of the Company or any Subsidiary;

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23



(7)

the Company or any Subsidiary commencing or terminating the employment of, or amending or revising the terms of any employment or other compensation agreement with, the CEO and, on the recommendation of the CEO or Chairman, any of the other executive officers named in a management proxy circular mailed in connection with any Annual General Meeting; and



(8)

the Company or any Subsidiary, as applicable, agreeing, or offering, as the case may be, to take any of the foregoing actions.



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24

SCHEDULE 4.1(a)

OWNERSHIP OF SHARES, ETC.



UFI



U.F. Investments (Barbados) Ltd.



-

12,372,653 common shares



JPMP



JPMP TIW EH, LP.



-

18,625,699 common shares



JP Morgan Partners (BHCA), LP.



-

4,384 common shares



AOF Investment N.V.



-

56,860 common shares



CEA Investment N.V.



-

88,595 common shares



CAIP Investment N.V.



-

31,735 common shares



Telesystem



Telesystem Ltd.

-

3,968,535common shares, of which:



(i)

159,388 have been pledged in favour of Capital Communications CDPQ Inc. to secure a debenture exchangeable into 159,388 common shares, and

(ii)

all remaining common shares that are not subject to conversion or exchange pursuant to the debenture mentioned in (i) above have been hypothecated in favour of Capital Communications CDPQ Inc. to secure (x) a non-convertible debenture issued by the parent company of Telesystem which is payable at maturity on March 30, 2005, and (y) in certain circumstances, the obligations of 9111-1369 Québec Inc. owed to Capital Communications CDPQ Inc.

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25



9111-1369 Québec Inc.

-

6,834,547 common shares, all of which have been hypothecated in favour of Capital Communications CDPQ Inc. to secure (i) a loan made to 9111-1359 Québec Inc. which is payable at maturity on March 30, 2005 and (ii) in certain circumstances, the obligations under the non-convertible debenture issued by the parent company of Telesystem.



CDPQ

Caisse de dépôt et placement du Québec

-

10,715,651 common shares

Capital Communications CDPQ Inc. ("Capcom")

-

159,388 common shares have been hypothecated by Telesystem Ltd. 
in favour of Capcom to secure a debenture exchangeable into 159,388 common 
shares;

-

all shares owned by Telesystem Ltd. have been hypothecated in 
favour of Capcom to secure (x) a non-convertible debenture issued by the 
parent company of Telesystem which is payable at maturity on March 30, 
2005, and (y) in certain circumstances, the obligations of 9111-1369 Québec 
Inc. owed to Capcom, and

-

6,834,547 common shares owned by 9111-1369 Québec Inc. have 
been hypothecated in favour of Capcom to secure (i) a loan made to 
9111-1369 Québec Inc. which is payable at maturity on March 30, 2005 and 
(ii) in certain circumstances, the obligation under the non-convertible 
debenture issued by the parent company of Telesystem Ltd.

EEIF

EEIF Melville B.V.

-

10,343,460 common shares

Emerging Europe Infrastructure Fund C.V.

-

299,095 common shares

EEIF Czech N.V.

-

1,017,127 common shares

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26

SCHEDULE 5.1

REGULATORY SIDELETTER





---