Exhibit 4.23


 


Dated 1 July 2005


 


 


Andre Gauthier


 


and


 


Michael Ludovicus Josephus Maria Heere


 


 


SALE PURCHASE AGREEMENT


 


relating to the acquisition of one
share in


 


SC MobiFon SA


 





















 


This Sale
Purchase Agreement (hereinafter the “Agreement”) has
been entered into on 1 July 2005, in Bucharest, Romania, between:


 


(1)                              ANDRE GAUTHIER
Canadian citizen, holder of passport no. BC178162, issued by Canadian
authorities, on the date of 6 April 2001, domiciled at 690 Smiley Street,
Saint Lambert, Quebec, J4P 1G4, Canada, (hereinafter referred to as “Seller”)


 


 and


 


(2)                              MICHAEL LUDOVICUS JOSEPHUS
MARIA HEERE, Dutch citizen, holder of passport no. NC9499178, issued by Dutch
authorities, on the date of 7 August 2002 domiciled at Ruychrocklaan 128.
2597 ES, The Hague, The Nederlands, (hereinafter referred to as the “Purchaser)”,


 


(The Seller and
the Purchaser are hereinafter referred to separately as “Party”
and collectively as “Parties”).


 


WHEREAS


 


(A)                           S.C. MOBIFON SA is a joint-stock company
registered with the commercial registry under
registration number J40/9852/1996 and registered office at Charles de Gaulle
Square, Sector 1, Bucharest, Romania (hereinafter the “Company”);


 


(B)                             Andre
Gauthier holds 1 share (actiune) in the Company No. 186389470
(the “Share”);


 


(C)                             The Seller wishes to sell its Share in the Company
and the Purchaser wishes to purchase the Share, according to the terms and
subject to the conditions of this Agreement.


 


(D)                            The Purchaser has been
informed by the Seller and acknowledged that the Share is charged with a
security created in favour of  the
following financial institutions in the capacity as Senior Lenders: European
Bank for Reconstruction and Development, Export Development Canada, Nordic
Investment Bank, pursuant to the loans and security documentation entered into
by  the Company on 27 August 2002.


 


1                                      Agreement to Sell and Purchase the Share


 


1.1                            Sale and purchase of the Share


 


According to the
terms and subject to the conditions of this Agreement, the Seller agrees to
sell to the Purchaser and the Purchaser agrees to purchase from the Seller, the
Share.


 


1.2                            Transfer of ownership over the Share


 


The Seller hereby
represents and warrant that he/she is the sole owner of the Share.


 


The transfer of
ownership over the Share and all the rights attached thereto from the Seller to
the Purchaser shall be effective when (i) the transfer is properly
recorded in the shareholders’ register of the Company and (ii) the share
certificate evidencing the Share is properly endorsed.


 


1.3                            Registration of the Share transfer


 


The Parties
acknowledge that the Share transfer shall be registered with the Company’s
shareholders’ register and with the Bucharest Commercial Registry, in
accordance with the law.


 


1





















 


2                                      Purchase Price


 


The price to be
paid by the Purchaser for the Share is equal to the nominal value of the share:
RON 0.37 (ROL 3,750 prior to denomination) and has been settled between the
Parties.


 


3                                      Dispute Resolution


 


Any dispute or
difference arising out of or in connection with this Agreement, including
without limitation any disputes regarding its breach, termination or invalidity
that cannot be resolved amicably within a reasonable period of time shall be
resolved by the Romanian competent courts of justice.


 


4                                      Other Provisions


 


4.1                            Governing Law


 


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


 


4.2                            Number of copies


 


This Agreement
shall be executed in three (3) originals in the English language.


 


 


IN
WITNESS WHEREOF, the Parties hereto have signed this Agreement in
Bucharest, on 1 July 2005.


 


 


	
  ANDRE
  GAUTHIER

  
	
   

  
	
  by

  	
   

  	
   

  
	
   

  
	
  Name: Anda Gabriela
  Todor

  
	
   

  
	
  Title: Attorney
  in fact

  
	
   

  
	
   

  
	
  MICHAEL
  LUDOVICUS JOSEPHUS MARIA HEERE

  
	
   

  
	
  by

  	
   

  	
   

  
	
   

  
	
  Name: Cristina
  Virtopeanu

  
	
   

  
	
  Title: Attorney
  in fact

  



 


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