Exhibit 4.21


 


Execution Copy


 


DEED OF DISCHARGE 


 


This DEED OF DISCHARGE (this “Deed”)
is dated 5 October 2005


 


BETWEEN:


 


(1)                                  EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT, having its headquarters at One Exchange Square, London EC2A 2JN,
England (“EBRD”), duly represented for the
purposes hereof by the signatory persons indicated herein; 


 


(2)                                  EXPORT DEVELOPMENT CANADA, having its headquarters at 151 O’Connor Street, Ottawa, KlA 1K3,
Canada (“EDC”), duly represented for the
purposes hereof by the signatory persons indicated herein; 


 


(3)                                  NORDIC INVESTMENT BANK,
having its headquarters at Fabianinkatu 34, FIN-00171, Helsinki, Finland (“NIB”), duly represented for the purposes hereof by the
signatory persons indicated herein; 


 


(4)                                  ABN AMRO BANK (ROMANIA) S.A., having its headquarters at WTCB-E, 2nd Floor, 10
Montreal Square, Bucharest, District 1, Romania (“ABN”),
duly represented for the purposes hereof by the signatory persons indicated
herein;


 


(5)                                  CITIBANK ROMANIA S.A.,
having its headquarters at 8 Bvd.
Iancu de Hunedoara, District 1, 712042 Bucharest,
Romania (“Citibank”), duly represented for the
purposes hereof by the signatory persons indicated herein;


 


(6)                                  VODAFONE EUROPE B.V.,
a corporation organised and existing in accordance with the laws of The Netherlands
with its registered office located at Rivium Quadrant 173-177, 15th
floor, 2909 LC Capelle aan den IJssel, The Netherlands (“Vodafone
Europe”), duly represented for the purposes hereof by the signatory
persons indicated herein; 


 


(7)                                  MOBIFON HOLDINGS B.V.,
a company organised and existing in accordance with the laws of The
Netherlands, with its registered office located at 173-177 Rivium Quadrant,
15th floor, 2909 LC Capelle aan den Ijssel,
The Netherlands (“MobiFon Holdings”),
duly represented for the purposes hereof by the signatory persons indicated
herein;


 


(8)                                  ERIK ANTONIUS JACOBUS DE RIJK, a citizen of the Netherlands, identified with Passport no.
NC4732289, issued by the Dutch authorities on 13 June 2002, born on 5 March 1960
in the Hague, domiciled at Eisenhowerlaan 47, 2517 KK., The Hague, The
Netherlands (“De Rijk”); 


 


(9)                                  MARIA MEELTJE BAKKER, a citizen of the Netherlands, identified with Passport no.
NC2716722, issued by the Dutch authorities on 24 May 2002, born on 16 May 1973
in Schiedam, domiciled at Banierhof 8, 3032 PM, Rotterdam, The Netherlands (“Bakker”);


 


1





















 


(10)                            MICHAEL LUDOVICUS JOSEPHUS MARIA HEERE, a 
citizen of the Netherlands, identified with Passport no. NC9499178,
issued by the Dutch authorities on 7 August 2002, born on 11 December 1962 in Breda, domiciled at Ruychroklaan 128, 2597 ES, The Hague, The Netherlands (the “Heere”); 


 


(11)                            MOBIFON S.A., a joint
stock company duly existing and organized under the laws of Romania, having its
headquarters at 15 Charles de Gaulle Plaza, District 1, 011857, Bucharest,
Romania (the “Borrower”), and duly represented
for the purposes hereof by the signatory persons indicated herein.


 


WHEREAS:


 


(A)                              EBRD and the Borrower entered into a loan agreement dated 27 August 2002
(, as amended, the “EBRD Loan Agreement”)
pursuant to which EBRD agreed to provide certain credit facilities in the
principal amount of up to U.S. $230,000,000 to the Borrower pursuant to the
terms thereof.


 


(B)                                EDC and the Borrower entered into a loan agreement dated 27 August 2002
(, as amended, the “EDC Loan Agreement”)
pursuant to which EDC agreed to provide certain credit facilities in the
principal amount of up to U.S. $35,000,000 to the Borrower pursuant to the terms
thereof.


 


(C)                                NIB and the Borrower entered into a loan agreement dated 27 August 2002
(, as amended, the “NIB Loan Agreement”)
pursuant to which NIB agreed to provide certain credit facilities in the
principal amount of up to U.S. $35,000,000 to the Borrower pursuant to the
terms thereof.  


 


(D)                               The obligations of the Borrower under the Senior Loan Agreements and
the other Financing Agreements have been secured by security interests created
pursuant to the Security Documents.


 


(E)                                 The Borrower has entered into a Facility Agreement (the “Facility Agreement”) pursuant to which the
New Lenders have agreed to provide to the Borrower certain credit facilities
to, inter alia, enable the Borrower to
discharge all obligations of the Borrower under the Financing Agreements.


 


(F)                                 On September 27, 2005, the Borrower repaid in full to the Agent
of the Senior Lenders under the EBRD Loan Agreement, EDC Loan Agreement, NIB
Loan Agreement, all the amounts outstanding under the Financing Agreements;


 


(G)                                In consideration of the repayment in full of all amounts due under
the Senior Loan Agreements and the other Financing Agreements, the Senior
Lenders have agreed to discharge the Borrower, the other Security Parties and
all other persons who are parties to any of the Financing Agreements from all
of their respective obligations under the Senior Loan Agreements, the Security
Documents and the other Financing Agreements.


 


2





















 


(H)                               To give effect to the discharge referred to in Recital ((G)) above,
the Senior Lenders have agreed to execute this Deed.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE 1 - DEFINITIONS


 


Section 1.01.                         Definitions


 


All
capitalised terms used herein and not otherwise defined will have the meaning
ascribed to them in the EBRD Loan Agreement.


 


In this Deed,
the following terms have the following meanings:


 


	
  “Agent”

  	
   

  	
  means
  ABN AMRO Bank NV.

  
	
   

  	
   

  	
   

  
	
  “Assignment
  of Receivables”

  	
   

  	
  means
  the agreement referred to in paragraph 13 of Schedule 1.

  
	
   

  	
   

  	
   

  
	
  “Attorney”

  	
   

  	
  has
  the meaning given to it in Section 3.01(a).

  
	
   

  	
   

  	
   

  
	
  “Business
  Day”

  	
   

  	
  means
  a day (other than a Saturday or Sunday) on which commercial banks and foreign
  exchange markets are open for the transaction of general business in the
  interbank market for US Dollars in London, England, on which commercial banks
  and foreign exchange markets settle payments in US Dollars in New York and on
  which the Trans-European Automated Real-Time Gross Settlement Express
  Transfer (TARGET) System is open.

  
	
   

  	
   

  	
   

  
	
  “Donors”

  	
   

  	
  has
  the meaning given to it in Section 3.01(a).

  
	
   

  	
   

  	
   

  
	
  “EBRD
  Loan Agreement”

  	
   

  	
  has
  the meaning given to it in Recital A.

  
	
   

  	
   

  	
   

  
	
  “EDC
  Loan Agreement”

  	
   

  	
  has
  the meaning given to it in Recital B.

  
	
   

  	
   

  	
   

  
	
  “Effective
  Date”

  	
   

  	
  means
  the date when the last signatory hereto executes this Deed.

  
	
   

  	
   

  	
   

  
	
  “English
  Security Documents”

  	
   

  	
  means
  the Insurance Assignment, the Offshore Account Charge and any other
  instrument (other than the Romanian Security Documents) creating a security
  interest in favour of any of the Senior Lenders or the Working Capital
  Lenders to secure the obligations of the Borrower or any other Security Party
  under the Financing Agreements.

  



 


3





















 


	
  “Facility
  Agreement”

  	
   

  	
  means
  the €200,000,000 facility agreement entered into between the Borrower and
  each of the New Lenders on 2 September 2005.

  
	
   

  	
   

  	
   

  
	
  “Financing
  Agreements”

  	
   

  	
  means
  all documents listed in Schedule 1 and any other agreements entered into
  between the Borrower or any other party on one hand and any of the Senior
  Lenders, Working Capital Lenders or the Agent, on the other hand in relation
  to the Senior Loan Agreements, as well as any other documents defined as
  Financing Agreements under the Senior Loan Agreements.

  
	
   

  	
   

  	
   

  
	
  “Insurance
  Assignment”

  	
   

  	
  means
  the agreement referred to in paragraph 10 of Schedule 1.

  
	
   

  	
   

  	
   

  
	
  “New
  Lenders”

  	
   

  	
  means
  Bank Austria Creditanstalt AG, Citibank, N.A., Commerzbank
  Aktiengesellschaft, ING Bank N.V., Raiffeisen Zentralbank Österreich AG,
  Citibank Ireland Financial Services plc, each as lender under the Facility
  Agreement.

  
	
   

  	
   

  	
   

  
	
  “NIB
  Loan Agreement”

  	
   

  	
  has
  the meaning given to it in Recital C.

  
	
   

  	
   

  	
   

  
	
  “Offshore
  Accounts Charge”

  	
   

  	
  means
  the document referred to in paragraph 14 of Schedule 1.

  
	
   

  	
   

  	
   

  
	
  “Romanian
  Security Documents”

  	
   

  	
  means
  the Security Agreement over Shares, the Security Agreement over Accounts, the
  Security Agreement over Movables, the Assignment of Receivables and any other
  instrument creating a security interest under the laws of Romania in favour
  of any of the Senior Lenders, or the Working Capital Lenders to secure
  obligations of the Borrower or any other Security Party under the Financing
  Agreements.

  
	
   

  	
   

  	
   

  
	
  “Security
  Agreement over Accounts”

  	
   

  	
  means
  the agreement referred to in paragraph 12 of Schedule 1.

  
	
   

  	
   

  	
   

  
	
  “Security
  Agreement over Movables”

  	
   

  	
  means
  the agreement referred to in paragraph 9 of Schedule 1.

  
	
   

  	
   

  	
   

  
	
  “Security
  Agreement over Shares”

  	
   

  	
  means
  each of the document referred to in paragraphs 11 of Schedule 1.

  
	
   

  	
   

  	
   

  



 


4





















 


	
  “Security
  Documents”

  	
   

  	
  means
  the English Security Documents and the Romanian Security Documents.

  
	
   

  	
   

  	
   

  
	
  “Security
  Parties”

  	
   

  	
  means
  the Borrower, the Shareholders and any other person which has provided
  security pursuant to, or is otherwise bound by, any of the Security
  Documents.

  
	
   

  	
   

  	
   

  
	
  “Senior
  Lenders”

  	
   

  	
  EBRD,
  EDC and NIB as lenders under the Senior Loan Agreements.

  
	
   

  	
   

  	
   

  
	
  “Senior
  Loan Agreements”

  	
   

  	
  means
  the EBRD Loan Agreement, the EDC Loan Agreement and the NIB Loan Agreement.

  
	
   

  	
   

  	
   

  
	
  “Shareholders”

  	
   

  	
  means
  Vodafone Europe, MobiFon Holdings, De Rijk, Bakker and Heere.

  
	
   

  	
   

  	
   

  
	
  “Working
  Capital Lenders”

  	
   

  	
  means
  ABN and Citibank.

  



 


Section 1.02.                         Interpretation


 


In this
Deed:


 


(a)  unless
the context otherwise requires, words denoting the singular include the plural
and vice versa, words denoting persons include natural and legal persons,
corporations, partnerships and other legal persons and references to a person
includes its successors and permitted assigns;


 


(b)  a
reference to a specified Article, Section or Schedule shall be
construed as a reference to that specified Article, Section or Schedule of
this Agreement;


 


(c)  a
reference to an agreement (including, for the avoidance of doubt, references to
the Financing Agreements in the Recitals, Section 1.01, Schedule 1
and elsewhere in this Deed, whether followed by the details of a particular
amendment or not), law, statute, decree, regulation or other legal instrument
shall be construed as a reference to such agreement, law, statute, decree,
regulation or other legal instrument as the same may be amended, varied,
supplemented, novated, assigned or re-enacted from time to time;


 


(d)  the
headings are inserted for convenience of reference only and shall not affect
the interpretation of this Deed;


 


(e)  the
expression “including” shall be construed as meaning “including without
limitation”, unless the context otherwise requires; and


 


(f)  references
to “law” include references to any applicable common or customary law and any
treaty, constitution, statute, legislation, decree, normative act, rule,
regulation, judgement, order, writ, injunction, determination, award or other
legislative or administrative measure or judicial or arbitral decision in any
jurisdiction which has the force of law or the compliance with which is in
accordance with general practice in such jurisdiction.


 


5





















 


ARTICLE 2 - DISCHARGE


 


Section 2.01.                         Discharge
of Security under English Security Documents


 


(a)  With
effect from the Effective Date of this Deed, the Senior Lenders and the Working
Capital Lenders hereby surrender, release and reconvey to the Borrower (or to
the relevant Security Party) all right, title and interest of the Borrower (or,
as the case may be, of such Security Party) in and to, and release and
discharge all pledges, mortgages and other security interests created pursuant
to any of the English Security Documents over any assets of the Borrower or any
Security Party which are subject to the English Security Documents, in each
case as at the Effective Date.


 


(b)  Subject
to Section 2.02(b), the Senior Lenders and the Working Capital Lenders
hereby acknowledge that, as of and from the Effective Date each of the Security
Parties shall be discharged from the English Security Documents and shall have
no further rights, titles, interests, duties, obligations or any liabilities
whatsoever thereunder.  


 


Section 2.02.                         Termination
of the Financing Agreements


 


(a)  The
parties hereto agree that each of the Senior Loan Agreements, English Security
Documents and the other Financing Agreements (other than the Romanian Security
Documents) shall terminate and be of no further effect as of the Effective Date.



 


(b)  Notwithstanding
Section 2.02(a) but without prejudice to Section 2.01(a), no
party (other than the Senior Lenders) to any of the Financing Agreements shall
be released or discharged from claims that any Senior Lender may have against
it in respect of any of the Financing Agreements (other than the Romanian
Security Documents) arising prior to the Effective Date, including, without limitation,
any claims that the Senior Lenders may have against the Borrower in respect of
unwinding costs and other amounts that may become due from the Borrower in
connection with the repayment by the Borrower of the amounts outstanding under
the Financing Agreements.


 


(c)  Each
of the parties hereto (other than the Senior Lenders) hereby acknowledges that
it does not have any claims against any of the Senior Lenders under any of the
Financing Agreements (other than the Romanian Security Documents) and waives
and undertakes to waive any rights that it may have with respect to such
claims.


 


Section 2.03.                         Discharge
of Security under Romanian Security Documents


 


(a)  With
effect from the Effective Date of this Deed, the Senior Lenders and the Working
Capital Lenders hereby release and discharge all pledges, mortgages and other
security interests created pursuant to any of the Romanian Security Documents
over any assets of the Borrower or of any Security Party which are subject to
the Romanian Security Documents, in each case as of the Effective Date.


 


(b)  Subject
to Section 2.04(b), the Senior Lenders and the Working Capital Lenders
hereby acknowledge that, as of and from the Effective Date each of the Security
Parties shall be


 


6





















 


discharged
from the Romanian Security Documents and shall have no further rights, titles,
interests, duties, obligations or any liabilities whatsoever thereunder.


 


Section 2.04.                         Termination
of Romanian Security Documents


 


(a)  The
parties hereto agree that each of the Romanian Security Documents shall
terminate and be of no further effect as of the Effective Date.  


 


(b)  Notwithstanding
Section 2.04(a) but without prejudice to Section 2.03(a), no
party (other than the Senior Lenders) to any of the Romanian Security Documents
shall be released or discharged from claims that any Senior Lender may have
against it in respect of such Romanian Security Documents arising prior to the Effective
Date.


 


(c)  Each
of the parties hereto (other than the Senior Lenders) hereby acknowledges that
it does not have any claims against any of the Senior Lenders under any of the
Romanian Security Documents and undertakes to waive any rights that it may have
with respect to such claims.


 


ARTICLE 3 - POWER OF ATTORNEY


 


Section 3.01.                         Scope
of the Power of Attorney


 


(a)  Each
of the Senior Lenders, the Borrower and the Shareholders (the “Donors”) shall execute a separate power of attorney (in notarised
and appostiled format) which shall irrevocably authorise Cristiana I. Stoica
and Radu Rizoiu (the “Attorneys”) to
take all steps and to perform all acts necessary (including but not limited to
signing in the name and on behalf of any or all of the Donors any and all
instruments as may be necessary or desirable) in connection with the
surrenders, discharges and releases of pledges, mortgages and other security
interests, reconveyance of rights and titles and the termination of the
Financing Agreements contemplated in this Deed (the “Discharge”),
and:


 


(i)                                     to execute, deliver and file security release letters and other
documents (including financing statements referred to in Section 3.01(b))
for the purposes of registration of the Discharge with the Electronic Archive
of Security Interests in Personal Property in accordance with Romanian law;


 


(ii)                                  to register in the shareholders register and other applicable books
of the Borrower the Discharge in relation to the Security Agreement over Shares
and endorse the share certificates representing shares in the capital of the
Borrower to give effect to such Discharge; 


 


(iii)                               to notify parties to the Financing Agreements and all other parties
concerned of the Discharge;  and


 


(iv)                              to do whatever is necessary for the purposes of performing the
mandate given under such power of attorney.


 


7





















 


(b)  The
Borrower undertakes to deliver to the Attorneys all necessary financing
statements or other security interest registration certificates promptly upon
receiving a request therefor from the Attorneys.


 


Section 3.02.                         Power
to Notify


 


Each of the
Donors hereby irrevocably authorises the Attorneys to notify parties to the
Financing Agreements and any other concerned parties of the Discharge,
including, without limitation, the Collection Banks, the Claims Agents (as such
terms are defined in the Accounts Agreement) and enter with such parties into
such agreements and arrangements as may be necessary or desirable to give
effect to the Discharge.


 


Section 3.03.                         Substitute


 


The Attorneys
shall have (i) power by writing under each Attorney’s hand to appoint any
lawyer employed by STOICA & Asociatii as a substitute who shall
have power to act on behalf of the Donors as if he or she shall have been
originally appointed an Attorney by the power of attorney referred to in Section 3.01
or authorised as an Attorney in accordance with Section 3.02 and (ii) power
to revoke any such appointment at any time and for any reason.


 


Section 3.04.                         Instructions
of the Donors


 


(a)                                  In exercising the powers of attorney referred to in Sections 3.01,
3.02 and 3.03 above, the Attorneys shall at any time be entitled to seek
instructions from any of the Donors.


 


(b)                                 The Attorneys shall, as soon as practicable, inform all the other
Donors regarding the instructions received from a Donor. 


 


ARTICLE 4 - MISCELLANEOUS


 


Section 4.01.                         Execution,
Delivery and Effectiveness


 


(a)  This
Deed had been executed by the parties hereto on various dates and delivered by
all parties hereto on the date first above written, which is the date when the last
execution has taken place.  


 


(b)  This
Deed does not become effective in respect of any of the parties until such time
as it is executed and delivered by all parties hereto (the “Effective Date”).


 


Section 4.02.                         Governing
Law 


 


This
Deed, except for Sections 2.03 and 2.04 shall be governed by and construed in
accordance with the laws of England. 
Sections 2.03 and 2.04 of this Deed shall be governed by and construed
in accordance with the laws of Romania.


 


8





















 


Section 4.03.                         Counterparts


 


This Deed may
be executed in several counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


 


IN WITNESS WHEREOF, the parties hereto, acting through their duly authorised
representatives, have caused this Deed to be executed and delivered as a deed
in their respective  names.


 


 


	
  EUROPEAN
  BANK FOR

  RECONSTRUCTION AND

  DEVELOPMENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NORDIC
  INVESTMENT BANK

  	
  EXPORT
  DEVELOPMENT CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  



 


9





















 


	
  ABN
  AMRO BANK (ROMANIA) S.A.

  	
  CITIBANK
  ROMANIA S.A.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
  VODAFONE
  EUROPE B.V.

  	
  MOBIFON
  HOLDINGS B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
  ERIK ANTONIUS JACOBUS DE RIJK

  	
  MARIA MEELTJE BAKKER

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
  Date:

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
  MICHAEL LUDOVICUS JOSEPHUS

  	
  MOBIFON
  S.A.

  
	
  MARIA HEERE

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Name:

  
	
  Name:

  	
  Title:

  
	
  Title:

  	
  Date:

  
	
  Date:

  	
   

  



 


10





















 


SCHEDULE 1


 


FINANCING AGREEMENTS


 


	
  (1)

  	
   

  	
  EBRD Loan Agreement (as defined in Recital A).

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  EDC Loan Agreement (as defined in Recital B).

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  NIB Loan Agreement (as defined in Recital C).

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Agency Agreement dated 27 August 2002 between the Borrower, ABN AMRO Bank
  N.V., EBRD, EDC and NIB.

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  Share Retention and Subordination Deed dated 27 August 2002 among the Borrower, Telesystem
  International Wireless Inc., Telesystem International Wireless Corporation
  N.V., Vodafone Europe B.V., Clearwave N.V., Clearwave Holdings N.V., Vodafone
  Technical Services, EDC, NIB, EBRD.

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Power of Attorney dated 27 August 2002 by the Borrower and the shareholders of
  the Borrower at the time.

  
	
   

  	
   

  	
   

  
	
  (7)

  	
   

  	
  Powers of Attorney dated various dates following 27 August 2002 by certain
  shareholders of the Borrower, substantially in the form of the Power of
  Attorney referred to in paragraph 6 above.

  
	
   

  	
   

  	
   

  
	
  (8)

  	
   

  	
  Security Sharing and Intercreditor
  Agreement dated 27 August 2002 among,
  inter alia, ABN AMRO Bank
  (Romania) S.A., Citibank Romania S.A., the Senior Lenders.

  
	
   

  	
   

  	
   

  
	
  (9)

  	
   

  	
  Security Agreement over Movables dated 27 August 2002 among the Senior Lenders and the
  Borrower.

  
	
   

  	
   

  	
   

  
	
  (10)

  	
   

  	
  Insurance Assignment dated 27 August 2002
  between the Borrower, EBRD, EDC, NIB and the Hedge Providers.

  
	
   

  	
   

  	
   

  
	
  (11)

  	
   

  	
  Security Agreement over Shares dated 27 August 2002 between the Senior Lenders, the Borrower
  and shareholders of the Borrower from time to time.

  
	
   

  	
   

  	
   

  
	
  (12)

  	
   

  	
  Security Agreement over Accounts dated 27 August 2002 between the Senior Lenders, the Borrower
  and certain financial institutions.

  
	
   

  	
   

  	
   

  
	
  (13)

  	
   

  	
  Assignment of Receivables dated 27 August 2002 between the Senior Lenders and the
  Borrower.

  
	
   

  	
   

  	
   

  
	
  (14)

  	
   

  	
  Offshore Accounts Charge dated 27 August 2002 between, inter alia, EBRD, EDC, NIB, ABN AMRO Bank (Romania) S.A.,
  Citibank Romania S.A., Raiffeisen Bank S.A., HVB Bank Romania S.A. and
  Cibernet.

  



 


11