MobiFon: Exhibit 4.17 - Prepared by TNT Filings Inc.




 



Exhibit 4.17 


PROMISSORY NOTE 

("Schuldbekentenis")


This agreement (the "Agreement") is made and entered into by
and between: 

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


and 

	Mobifon Holdings B.V., incorporated under the laws
  of Netherlands, with its principal offices at Amsterdam, the Netherlands,
  hereinafter referred to, as the "Obligor"; 


RECITALS: 

WHEREAS, the Obligor, the Payee and EEIF
Melville B.V. ("EEIF"), inter alia, are parties to a Sale Transfer
Agreement as to be signed, by and between the parties (hereinafter the "Agreement")
respecting the sale and purchase of a number of 11,135,555 fully paid-up shares
of MobiFon S.A. ("Mobifon"), each having a nominal value of ROL 3,750 (the "Shares"),
substantially on and subject to the terms and conditions of and for a
consideration set forth in the Agreement; 

WHEREAS, the Obligor is willing to issue a
note to the Payee as consideration for the payment by the Payee of the Shares on
behalf of the Obligor, subject to the terms and conditions of the Agreement;


NOW THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows: 


Article 1         
Definitions and Interpretation 


  "Interest Period" means each twelve calendar month period
  during the term of this Agreement beginning on the first anniversary of this
  Agreement and each 




	
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Exhibit 4.17 



  following anniversary of this Agreement. 

  "Payee" means Telesystems International Wireless, Inc,
  together with any successors ("rechtsopvolgers onder algemene titel") and any
  assignees. 




Article 2        
The Principal Amount 

	2.1.
    	Obligor acknowledges
    to be indebted to Payee an amount of US$138,740,347 (one hundred thirty
    eight million seven hundred forty thousand and three hundred forty seven US
    dollars) plus interest on the unpaid and outstanding principal balance from
    time to time from the date hereof, payable at the end of each Interest
    Period, until such time as such principal shall become due and payable, at a
    rate per annum equal to 10 %. Interest shall be calculated on the basis of a
    year of 360 days for the actual number of days elapsed. 



Article 3        
Principal and Interest Payments 

	3.1.
    	Subject to that
    certain Indenture of the Company dated as June 27, 2003 respecting 12,50%
    senior notes due 2010 (the "Senior Debt"), the outstanding principal
    pursuant to this Agreement shall be due and payable on demand of the Payee
    but no later than 31 December 2013 and Obligor shall have the option to
    prepay the outstanding principal pursuant to this Agreement, in whole or in
    part. Each such prepayment may be made in whole or in part without premium
    or penalty and any prepayment shall be accompanied by accrued and unpaid
    interest on the principal amount prepaid, subject to the terms of the Senior
    Debt. 



Article 4        
Events of Default and Remedies 

	4.1.
    	If any of the
    following (each an "Event of Default") shall occur: 



	 
	
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Exhibit 4.17 


	 	4.1. 1.	
    any payment of principal amount, interest or other amount
    payable under this Agreement is not made, within five Business Days of the
    date when due; or 



	 	 	 
	 	4.1. 2.	
    
    Obligor shall commence a voluntary case or other
    proceeding seeking liquidation, reorganization or other relief with respect
    to it or its debts under any bankruptcy law or shall take any corporate
    action to authorize any of the foregoing; or 



	 	 	 
	 	4.1. 3.	
    
    an involuntary case or other proceeding shall be
    commenced seeking liquidation, reorganization or other relief with respect
    to Obligor or its debts under any bankruptcy law; or 



	 	 	 
	 	4.1. 4.	
    
    Obligor shall default in the payment when due or within
    any applicable period of grace of any amount of principal of or premium or
    interest on indebtedness of Obligor that is outstanding; 

    then and at any time, during the continuance of an Event
    of Default, the Payee may, at its option, exercise any and all rights,
    powers and remedies provided for under this Agreement, by law, in equity or
    otherwise. 




Article 5 
        
Miscellaneous 


	5.1.
    	
    Any notice, request, demand or other communication under
    this Deed shall be in writing or by facsimile transmission (provided that in
    the case of facsimile transmission it shall be confirmed in writing
    simultaneously dispatched) addressed to the Obligor or the Payee, as the
    case may be, for the attention of the appropriate person and once given or
    made shall (save as otherwise specified herein) be irrevocable. 



	 	 
	5.2.
    	
    This Agreement shall be governed by and
    construed in accordance with the laws of the Netherlands. 
    


	 	 
	5.3.
    	
    
    Obligor may not assign or transfer any of its rights or
    obligations hereunder. Payee may, at any time, assign any or all of its
    rights under and in connection with this Promissory Note and any security
    granted in connection with it. 



	 
	
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Exhibit 4.17 


	5.4.
    	
    All disputes arising out of or in
    connection with this Agreement shall be submitted to the competent court in
    Amsterdam, the Netherlands. 



IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized officers as of
March 17, 2004. 

Telesystem International Wireless Inc. 


	 	(signed)
	By:	Margriet Zwarts
	Title: 
    	General Counsel
    and Corporate Secretary
	 	 
	 	 
	 	 
	
    Mobifon Holdings B.V.
	 	 
	 	 
	 	(signed)
	By:	ClearWave N.V.
	Title: 
    	Managing Director


	 
	
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