Exhibit 4.33


 


SUBORDINATED LOAN AGREEMENT (AS AMENDED)


 


 


DATED May 20, 2005


 


BETWEEN


 


CLEARWAVE N.V.


 


as Lender


 


and


 


MOBIFON HOLDINGS B.V.


 


as Borrower


 





















 


THIS LOAN AGREEMENT is entered into on May 20, 2005 by and between:


 


The undersigned


 


1.             CLEARWAVE N.V., a public limited liability company (naamloze vennootschap) incorporated under
the laws of the Netherlands and having its registered office at Strawinskylaan
707, 1077 XX Amsterdam, the Netherlands, hereinafter also referred to as the “Lender” validly represented by Telesystem International
Wireless Corporation N.V. on its turn validly represented by C. van Ravenhorst,
and


 


2.             MOBIFON HOLDINGS B.V., a private limited company incorporated under
the laws of the Netherlands and having its registered office at Strawinskylaan
707, 1077 XX Amsterdam, the Netherlands, hereinafter also referred to as the “Borrower” validly represented by ClearWave N.V. by Telesystem International Wireless
Corporation N.V. on its turn validly represented by Y. Normand.


 


WHEREAS:


 


(A)          Immediately prior to the execution of this
subordinated loan agreement as amended dated May 20, 2005 (the “Amended Loan Agreement”), the Borrower had an outstanding
subordinated loan (as evidenced by the Subordinated Loan Agreement dated June 27,
2003) to the Lender amounting to the principal amount of USD 465,350,458 (the “Existing Loan”) which principal amount includes any accrued
and unpaid interest up to May 20,
2005.


 


(B)           The Lender and the Borrower have agreed to
amend and restate the terms and conditions of the Existing Loan, the whole
being subject and pursuant to an indenture dated June 27, 2003 in
connection with the issuance of 12.50% senior notes due July 31, 2010 (the
“Senior Notes”) in an aggregate amount of USD 225,000,000 by the Borrower.


 


(C)           The Lender and the Borrower hereby covenant
and agree to amend and restate the terms and conditions of the Existing Loan as
follows (such amended and restated Loan: the “Loan”).


 


NOW IT IS HEREBY AGREED AS FOLLOWS:


 


Section 1 – Definitions and Interpretation


 


1.1           In this Loan Agreement the following words and
expressions shall have the following meanings:


 


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  “Business
  Day”

  	
   

  	
  means
  a day (other than a Saturday or Sunday) on which banks are generally open for
  business in Amsterdam, the Netherlands.

  
	
   

  	
   

  	
   

  
	
  “Encumbrance”

  	
   

  	
  means
  any mortgage, charge, pledge, lien or other security interest or encumbrance
  securing any obligation of any person or any other type of preferential
  arrangement (including, without limitation, title retention arrangements) or
  any other agreement or arrangement having a similar effect.

  
	
   

  	
   

  	
   

  
	
  “Final
  Maturity Date”

  	
   

  	
  means
  July 31, 2030.

  
	
   

  	
   

  	
   

  
	
  “Loan”

  	
   

  	
  shall
  have the meaning ascribed thereto in Section 2 hereof.

  
	
   

  	
   

  	
   

  
	
  “Senior
  Debt”

  	
   

  	
  means
  all present and future sums, liabilities and obligations whatsoever (whether
  actual or contingent) which are now or may at any time hereafter be due and owing (under any agreement,
  arrangement or otherwise) from the Borrower to the holders of the Senior Notes
  on any ground whatsoever, other than the Loan.

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  means
  a subsidiary, as defined in article 24a of
  Book 2 of the Dutch Civil
  Code.

  



 


1.2           Unless the text indicates otherwise,
references to the singular include a reference to the plural and vice versa and references to the masculine
include a reference to the feminine and neuter and vice versa


 


1.3           In this Loan Agreement, unless otherwise
indicated, references to Recitals and Sections are references to Recitals and
Sections of this Loan Agreement.


 


Section 2 – The Principal


 


As
of the date hereof, the principal amount of the Loan amounts to USD 465,350,458.


 


Section 3
– Interest


 


3.1           The principal amount of the Loan from time to
time outstanding will bear interest at 8% per annum in respect of the period
from the date hereof up to (but not including) the date on which


 


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the
Loan is repaid in full. The interest will be compounded and computed on the
basis of a 360 day calendar year.


 


3.2           The interest accrued in accordance with Section 3.1
of this Loan Agreement will be added to the principal amount of the Loan, and
as such, be first payable on the Final Maturity Date. For greater certainty, it
is confirmed and accepted by the Parties that the aforementioned principal sum
includes all and any accrued and unpaid interest up to May 20, 2005.


 


Section 4 – Repayment


 


The
Loan shall be repaid in full, together with all interest accrued in accordance
with Section 3.2 of this Loan Agreement on the Final Maturity Date.


 


Section 5 – Voluntary Prepayment


 


The
Borrower may prepay the Loan in whole or in part (together with interest
accrued thereon) at any time, provided it does so in compliance with the terms
of its Senior Debt.


 


Section 6 – Payments


 


6.1          All payments to be made hereunder shall be
made in United States Dollars to the account and at the time specified by the
Lender to the Borrower, in immediately available, freely transferable funds and
in each case on the due date for the respective payment.


 


6.2          If a date on which any amount under this Loan
Agreement is due and payable is not a Business Day, the date for payment of
such amount shall be deferred to the next succeeding Business Day.


 


6.3          With the exception of the circumstances
described in section 9 hereof, all sums payable to the Lender hereunder
shall be paid in full without set-off or counterclaim and free and clear and without
any deduction on account of any present or future taxes, levies, imposts,
duties, charges or withholdings of any nature.


 


Section 7 –
Subordination


 


Except
as permitted by Section 5 hereof, from the date hereof until the date on
which all Senior Debt shall have been irrevocably and unconditionally paid or
discharged in full, the Lender shall not directly apply for, or ask, demand,
sue or prove for, take or receive from the Borrower, by cash receipt, set-off
or in any other manner whatsoever, the whole or any part of the Loan, nor
assign, charge or deal with the same or take any security from the Borrower or
any other party therefor.


 


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Section 8
– Tax Benefits and Liabilities resulting from Consolidated Tax Return


 


8.1           The Borrower and the Lender covenant and agree
that the Borrower will charge the Lender for any tax benefits that the Lender
receives from the use of Borrower’s interest expenses in connection with the
filing of a consolidated tax return for Dutch corporate tax purposes by the
Borrower and the Lender, which charge will be paid by way of set off against
the amount of the Loan.


 


8.2           The Borrower and the Lender covenant and agree
that the principal amount of the Loan will be decreased to the extent and in
the amount of any taxes for which the Borrower is held liable as a result of
the filing of a consolidated tax return for Dutch corporate tax purposes by the
Borrower and the Lender.


 


Section 9
– Undertakings


 


With
effect from the date hereof and so long as any of the Senior Debt shall remain
outstanding, the Borrower:


 


(a)           shall not secure all or any part of the Loan;


 


(b)           shall not pay, prepay, redeem, purchase or
otherwise acquire or discharge any of the Loan, other than in compliance with
the terms of its Senior Debt; and


 


(c)           shall not vary the terms of the Loan in whole
or in part.


 


Section 10
– Assignment


 


10.1         The Borrower may not assign or transfer this
Loan Agreement or its rights, benefits, obligations or interest in the Loan,
this Loan Agreement or any other document establishing or otherwise relating to
the Loan to any person without the prior written consent of the Lender.


 


10.2         The Lender may not:


 


(a)           dispose of, deal with or part with possession
of any interest in the Loan or its rights, benefits, obligations or interest
under any document or other agreement relating to or otherwise establishing the
Loan, other than to any person of which the Borrower is a Subsidiary; or


 


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(b)           create
or allow to come into existence any Encumbrance which affects its estate or
interest in the Loan or any agreement or other document relating to or
otherwise establishing the Loan.


 


Section 11
– Notices


 


All notices, advice’s,
statements, requests, demands and other communications under this Loan
Agreement shall be made in the English language and shall be given or made (unless
provided otherwise in this Loan Agreement) in writing or - but then, except for
routine notices, to be confirmed in writing - by facsimile or cable and shall
be addressed as follows:


 


	
  To the Lender:

  	
   

  	
  ClearWave N.V.

  
	
   

  	
   

  	
  World Trade Center

  
	
   

  	
   

  	
  Strawinskylaan 707

  
	
   

  	
   

  	
  1077 XX Amsterdam

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
  Fax +31 20 3050989

  
	
   

  	
   

  	
   

  
	
  To the Borrower:

  	
   

  	
  MobiFon Holdings B.V.

  
	
   

  	
   

  	
  World Trade Center

  
	
   

  	
   

  	
  Strawinskylaan 707

  
	
   

  	
   

  	
  1077 XX Amsterdam

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
  Fax +31 20 3050989

  



 


or to such other address
as may from time to time be
notified by the relevant party to the other party in accordance with this provision.


 


Section 12 –
Partial Invalidity


 


If, at any time, any
provision of this Loan Agreement is
or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability
of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or impaired.


 


Section 13 – Remedies and Waivers


 


No failure to exercise,
nor any delay in exercising, on the part of the Lender, any right or remedy
under this Loan Agreement shall operate as a waiver, nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise
or the exercise of any other right or remedy. The rights and remedies provided
in this Loan Agreement are cumulative and not exclusive of any rights or
remedies provided by law.


 


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Section 14 – Counterparts


 


This
Loan Agreement may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on one single copy of
the Loan Agreement.


 


Section 15 – Governing Law


 


15.1         This Loan Agreement and all matters relating
thereto shall be governed by and construed in accordance with the laws of the
Netherlands other than its rules of conflicts of laws to the extent that
the application of another jurisdiction would be required thereby.


 


15.2         All disputes arising out of or in connection
with this Loan Agreement shall exclusively be submitted to the competent courts
of Amsterdam, the Netherlands.


 


In
witness of which the Lender and the Borrower have executed this Loan Agreement
on May 20, 2005.


 


 


	
  For
  the Lender

  
	
   

  
	
   

  
	
  /s/
  C. van Ravenhorst

  	
   

  
	
  C.
  van Ravenhorst

  
	
   

  
	
   

  
	
  For the Borrower

  
	
   

  
	
   

  
	
  /s/
  Y. Normand

  	
   

  
	
  Y.
  Normand

  
			



 


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