Exhibit 4.20


 


Dated 30 June 2005


 


 


DARGATE LIMITED


and


MOBIFON HOLDINGS B.V.


 


 


SHARE PURCHASE AGREEMENT


 


relating to the sale and purchase
of issued share capital of MobiFon S.A.


 


 





 


One Silk Street


London EC2Y 8HQ


 


 


Telephone (44-20) 7456 2000


Facsimile (44-20) 7456 2222


 


Ref  Hugo
Stolkin/Chloe Harbord


 





















 


Share Purchase Agreement


 


This
Agreement is made on 30 June 2005


 


between:


 


(1)                              Dargate Limited a company incorporated in Cyprus whose
principal place of business is at Julia House, 3 Themistocles Dervis Street,
CY-1066, Nicosia, Cyprus (the “Seller”);
and


 


(2)                              MobiFon Holdings B.V. a company incorporated in The
Netherlands whose registered office is at Rivium Quadrant 173-177, 2090 LC
Capelle aan den IJssel, The Netherlands with its official seat in Rotterdam
(the “Purchaser”).


 


Whereas:


 


(A)                           The Seller has agreed to sell the
Shares (as defined below) and to assume the obligations imposed on the Seller
under this Agreement; and


 


(B)                             The Purchaser has agreed to purchase
the Shares and to assume the obligations imposed on the Purchaser under this
Agreement.


 


It
is agreed as follows:


 


1                                      Interpretation


 


In this
Agreement, unless the context otherwise requires, the provisions in this Clause
1 apply:


 


1.1                            Definitions


 


“Agreed Terms” means, in relation to a document,
such document in the terms agreed between the Seller and the Purchaser and
signed for identification by the Purchaser and the Seller;


 


“Banks” means the European Bank for
Reconstruction and Development, Export Development Canada and Nordic Investment
Bank;


 


“Business Day” means a day which is not a
Saturday, a Sunday or a public holiday in Cyprus, England or The Netherlands;


 


“Closing” means the completion of the sale
of the Shares pursuant to Clause 6 of this Agreement;


 


“Closing Amount” has the meaning given in
Clause 3;


 


“Closing Date” means 1 July or another
date established by the Seller and Purchaser according to Clause 6.1;


 


“Company” means MobiFon S.A., a joint stock
company incorporated in Romania whose registered office is at 15 Charles de Gaulle
Square, Sector 1, 011857 Bucharest, Romania, having the Unique Code of
Registration no. 8971726 with the Trade Registry and registered no.
J40/9852/1996 with the Bucharest Trade Registry Office;


 


“EBRD Encumbrance” means the encumbrance in
favour of the Banks created by a security agreement over the Shares dated 27 August 2002;


 


1





















 


“Encumbrance” means any claim, charge,
mortgage, pledge, lien, option, equity, power of sale, hypothecation, retention
of title, right of pre-emption, right of first refusal or other third party
right or security interest of any kind or an agreement, arrangement or
obligation to create any of the foregoing;


 


“Escrow Agreement” means the escrow agreement annexed to this
Agreement, to be entered into by the parties hereto in accordance with Clause
5;


 


“Escrow Documents” shall bear the meaning ascribed to such
term in the Escrow Agreement;


 


“Non-Disclosure Agreement” means the non-disclosure agreement
dated 12 April 2005 between the Seller and Vodafone Group Services
Limited;


 


“Purchaser’s Group” means Vodafone Group Plc and its
subsidiaries, from time to time (including the Purchaser);


 


“Purchaser’s Warranties” means the
warranties and representations given by the Purchaser pursuant to Clause 7.2
and “Purchaser’s Warranty” means
any one of them;


 


“ROL/RON” means the lawful currency of
Romania;


 


“Seller’s Warranties” means the warranties
and representations given by the Seller pursuant to Clause 7.1 and “Seller’s Warranty” means any one of them;
and


 


“Shares” means 1,711,012 nominative shares
of ROL3,750 (RON 0.37) each in the Company.


 


1.2                            Singular, plural, gender


 


References to one
gender include all genders and references to the singular include the plural
and vice versa.


 


1.3                            References to persons and companies


 


References to:


 


1.3.1                   a person include any company,
partnership or unincorporated association (whether or not having separate legal
personality); and


 


1.3.2                   a company shall include any company,
corporation or any body corporate, wherever incorporated.


 


1.4                            Headings


 


Headings shall be
ignored in interpreting this Agreement.


 


2                                      Agreement to Sell the Shares


 


2.1.1                   On and subject to the terms of this
Agreement, the Seller agrees to sell, and the Purchaser agrees to purchase, the
Shares.


 


2.1.2                   The Shares shall be sold by the Seller
with full title guarantee free from Encumbrances, except for the EBRD
Encumbrance, and together with all rights and advantages attaching to them as
at Closing (including, without limitation, the right to receive all dividends
or distributions declared, made or paid on or after Closing).


 


2





















 


3                                      Consideration


 


The consideration
for the purchase of the Shares under this Agreement shall be an amount in cash
equal to the sum of US$28,100,000 (the “Closing
Amount”).


 


4                                      Conditions


 


4.1                            Conditions Precedent


 


The agreement to
sell and purchase the Shares contained in Clause 2 is conditional upon:


 


4.1.1                   the submission by the Company of  a notice to the Banks of the proposed
transaction;


 


4.1.2                   the Banks instructing their agent to
deliver the Company’s pledged shares for endorsement prior to Closing; and


 


4.1.3                   the delivery by the Seller of a letter
of resignation from the office of director of the Company duly executed by Mr
Vasile Bontas in the Agreed Terms, such resignation to be stated to be
effective immediately as of Closing.


 


4.2                            Satisfaction of Conditions Precedent


 


4.2.1                   The Seller shall use all reasonable
endeavours to ensure the satisfaction of the conditions set out in Clause 4.1.
as soon as possible.


 


4.2.2                   Without prejudice to Clause 4.2.1, the
Purchaser agrees to co-operate with and provide all necessary information and
assistance to the Seller in connection with the satisfaction of the conditions
set out in Clause 4.1.


 


5                                      Signing


 


On signing of
this Agreement, the Parties will execute the Escrow Agreement in the form
attached hereto.


 


Following signing
and being instructed by the Purchaser to transfer the Closing Amount to the
Seller, the Purchaser’s bank shall deliver or make available to the Seller a
confirmation of the irrevocable payment order for the transfer of the Closing
Amount in the account indicated in Clause 6.2.3 below.


 


Immediately
following receipt of the confirmation of the irrevocable transfer instruction
referred to above, an authorised representative of the Seller shall (a) register
the transfer of ownership of Shares in the Company’s register of shareholders
in order to effect the transfer of ownership over the Shares from the Seller to
the Purchaser; and (b) endorse the relevant share certificates in order to
reflect the Share transfer.


 


6                                      Closing


 


6.1                            Date and Place


 


Subject to Clause
4, Closing shall take place at the Company headquarters, 15 Charles de Gaulle
Square, Sector 1, 011857 Bucharest, Romania on 1 July 2005 or at such
other location and on such other date as may be agreed between the Purchaser
and the Seller.  For the avoidance of
doubt, the Purchaser may proceed to Closing in the physical absence


 


3





















 


of the Seller if
the Escrow Documents are released to the Purchaser in accordance with the terms
of the Escrow Agreement.


 


The actions
contemplated by Clause 6.2 to be undertaken on Closing are deemed to be carried
out simultaneously and Closing shall occur only if all of these actions are
completed or waived in accordance with Clause 6.3.2.


 


6.2                            Closing Obligations


 


6.2.1                   On (or prior to) Closing, the Seller
shall deliver or make available to the Purchaser the following:


 


(i)                                  evidence of the due fulfilment of the
conditions set out in Clause 4.1; and


 


(ii)                               evidence that the Seller is authorised
to execute this Agreement.


 


6.2.2                   On (or prior to) Closing, the Purchaser
shall deliver or make available to the Seller evidence that the Purchaser is
authorised to execute this Agreement.


 


6.2.3                   Prior to Closing, the Purchaser will
transfer the Closing Amount to the Seller’s account identified below:


 


	
  Bank:

  	
   

  	
  Bank of Cyprus Limited

  
	
   

  	
   

  	
   

  
	
  Bank Account No.:

  	
   

  	
  0155-41-181-080-06 [USD]

  
	
   

  	
   

  	
   

  
	
  IBAN:

  	
   

  	
  CY29 0020 0155 0000 0041 1810 8006

  
	
   

  	
   

  	
   

  
	
  SWIFT BIC:

  	
   

  	
  BCYPCY2N

  



 


Once receipt of
the Closing Amount in to the aforementioned account has been confirmed, the
parties shall proceed immediately to register the transfer of the Shares in
accordance with Clauses 6.2.4 and 6.2.5 below.


 


6.2.4                   On Closing, an authorised
representative of the Purchaser will countersign the Seller’s entry in the
Company’s register of shareholders.


 


6.2.5                   On Closing, an authorised
representatives of the Purchaser will endorse the relevant share certificates
in order to reflect the Share transfer.


 


6.3                            Breach of Closing Obligations


 


If the Seller or
the Purchaser fails to comply with any material obligation in Clause 6.2, the
Purchaser, in the case of non-compliance by the Seller, or the Seller, in the
case of non-compliance by the Purchaser, shall be entitled (in addition to and
without prejudice to all other rights or remedies available, including the
right to claim damages) by written notice to the other:


 


6.3.1                   to terminate this Agreement (other than
Clauses 9.8 and 9.13) without liability on its part; or


 


6.3.2                   to effect Closing so far as practicable
having regard to the defaults which have occurred; or


 


6.3.3                   to fix a new date for Closing (being
not more than 20 Business Days after the agreed date for Closing) in which case
the provisions of Clause 6.2 shall apply to Closing as so deferred but provided
such deferral may only occur once.


 


4





















 


7                                      Warranties


 


7.1                            The Seller’s Warranties


 


7.1.1                   The Seller warrants and represents to
the Purchaser that each of the following statements are true and accurate and
not misleading as of the date of this Agreement and the Closing Date:


 


(i)           the Seller is the sole legal and
beneficial owner of the Shares;


 


(ii)          except for the EBRD Encumbrance, there
are no Encumbrances, nor is there any agreement or obligation to create or give
any Encumbrance, on, over or affecting any of the Shares and no claim has been
made by any person to be entitled to any Encumbrance;


 


(iii)         all consents for the transfer of the
Shares have been obtained or will be obtained by Closing;


 


(iv)         the Seller is validly existing and is a
company duly incorporated under the laws of Cyprus;


 


(v)          the Seller has taken all corporate
action and has the legal right and full power and authority to enter into and
perform this Agreement and any other documents to be executed by it pursuant to
or in connection with this Agreement; and


 


(vi)         this Agreement, and any other documents
to be executed by it pursuant to or in connection with this Agreement will,
when executed, constitute valid and binding obligations on the Seller, in
accordance with their respective terms.


 


7.1.2                   The Seller acknowledges that the
Purchaser has entered into this Agreement in reliance upon the Seller’s
Warranties.


 


7.1.3                   Each of the Seller’s Warranties shall
be separate and independent and shall not be limited by reference to anything in this Agreement.


 


7.2                            The Purchaser’s Warranties


 


The Purchaser
warrants and represents to the Seller that each of the following statements is
true and accurate and not misleading as of the date of this Agreement and the
Closing Date:


 


(i)            the Purchaser is validly existing and
is a company duly incorporated under the law of its jurisdiction of incorporation;


 


(ii)           the Purchaser has taken all corporate
action and has the legal right and full power and authority to enter into and
perform this Agreement and any other documents to be executed by it pursuant to
or in connection with this Agreement; and


 


(iii)          this Agreement, and any other documents
to be executed by it pursuant to or in connection with this Agreement will,
when executed, constitute valid and binding obligations on the Purchaser, in
accordance with their respective terms.


 


5





















 


8                                      Confidentiality


 


8.1                            Announcements


 


No announcement
in connection with the existence of the subject matter of this Agreement shall
be made or issued by or on behalf of the Seller or the Purchaser without the
prior written approval of the Purchaser or the Seller, respectively. This shall
not affect any announcement required by law or any regulatory body or the rules of
any recognised stock exchange on which the shares of Vodafone Group Plc are
listed.


 


8.2                            Confidentiality


 


8.2.1                   The Non-Disclosure Agreement will
continue in force from and after the date of this Agreement, except if
inconsistent with this Agreement. The following provisions of this Clause 8.2
are in addition to the terms of the Non-Disclosure Agreement.


 


8.2.2


 


(i)           Subject to Clause 8.1 and Clause 8.2.3,
each of the Seller and the Purchaser shall treat as strictly confidential and
not disclose or use any information received or obtained as a result of
entering into this Agreement (or any agreement entered into pursuant to this
Agreement) which relates to:


 


(a)        the provisions of this Agreement and any agreement
entered into pursuant to this Agreement; or


 


(b)        the negotiations relating to this Agreement (and
any such other agreements).


 


(ii)          The Seller shall treat as strictly
confidential and not disclose or use any information relating to the Company
following Closing and shall so treat any other information relating to the
business, financial or other affairs (including future plans and targets) of
the Purchaser’s Group.


 


8.2.3                   Clause 8.1 or 8.2.2 shall not prohibit
disclosure or use of any information if and to the extent:


 


(i)           the disclosure or use is required by
law, any regulatory body or the rules and regulations of any recognised
stock exchange;


 


(ii)          the disclosure or use is required to
vest the full benefit of this Agreement in any party;


 


(iii)         the disclosure is made to professional
advisers of any party on terms that such professional advisers undertake to
comply with the provisions of Clause 7.2.2 in respect of such information as if
they were a party to this Agreement;


 


(iv)         the information is or becomes publicly
available (other than by breach of the Non-Disclosure Agreement or of this
Agreement);


 


(v)          the other party has given prior written
approval to the disclosure or use; or


 


(vi)         the information is independently
developed after Closing.


 


6





















 


9                                      Other Provisions


 


9.1                            Further Assurances


 


9.1.1                   Each of the Seller and the Purchaser
shall, and shall use reasonable endeavours to procure that any necessary third
party shall, from time to time execute such documents and perform such acts and
things as either of the Seller or the Purchaser may reasonably require to
transfer the Shares to the Purchaser and to give each of them the full benefit
of this Agreement.


 


9.1.2                   Pending registration of the Purchaser
as owner of the Shares, the Seller shall exercise all voting and other rights
in relation to such Shares in accordance with the Purchaser’s instructions.


 


9.2                            Whole Agreement


 


9.2.1                   This Agreement contains the whole
agreement between the Seller and the Purchaser relating to the subject matter
of this Agreement at the date of this Agreement to the exclusion of any terms
implied by law which may be excluded by contract and supersedes any previous
written or oral agreement between the Seller and the Purchaser in relation to
the matters dealt with in this Agreement.


 


9.2.2                   The Purchaser acknowledges that it has
not been induced to enter this Agreement by any representation, warranty or
undertaking not expressly incorporated into it.


 


9.2.3                   So far as is permitted by law and
except in the case of fraud, each of the Seller and the Purchaser agrees and
acknowledges that its only right and remedy in relation to any representation,
warranty or undertaking made or given in connection with this Agreement shall
be for breach of the terms of this Agreement to the exclusion of all other
rights and remedies (including those in tort or arising under statute).


 


9.3                            Reasonableness


 


Each of the
Seller and the Purchaser confirms it has received independent legal advice
relating to all the matters provided for in this Agreement, including the terms
of Clause 9.2 (Whole Agreement) and agrees that the provisions of this
Agreement (and all documents entered into pursuant to this Agreement) are fair
and reasonable.


 


9.4                            Third Party Rights


 


A person who is
not a party to this Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this
Agreement.


 


9.5                            Variation


 


No variation of
this Agreement shall be effective unless in writing and signed by or on behalf
of each of the Seller and the Purchaser.


 


9.6                            Time of the Essence


 


Time shall be of
the essence of this Agreement both as regards any dates and periods mentioned
and as regards any dates and periods which may be substituted for them in
accordance with this Agreement or by agreement in writing between the Seller
and the Purchaser.


 


7





















 


9.7                            Method of Payment


 


Wherever in this
Agreement provision is made for the payment by one party to the other, such
payment shall be effected by crediting for same day value the account specified
by the payee to the payer reasonably in advance and in sufficient detail to
enable payment by telegraphic or other electronic means to be effected on or
before the due date for payment.


 


9.8                            Costs


 


9.8.1                   The Seller shall bear all costs
incurred by it in connection with the preparation, negotiation and entry into
of this Agreement and the sale of the Shares.


 


9.8.2                   The Purchaser shall bear all such costs
incurred by it in connection with the preparation, negotiation and entry into
of this Agreement and the purchase of the Shares.


 


9.9                            Stamp Duty, Fees and Taxes


 


The Purchaser
shall bear the cost of all stamp duty, any notarial fees and all registration
and transfer taxes and duties or their equivalents in all jurisdictions where
such fees, taxes and duties are payable as a result of the transactions
contemplated by this Agreement. The Purchaser shall be responsible for
arranging the payment of such stamp duty and all other such fees, taxes and
duties, including fulfilling any administrative or reporting obligation imposed
by the jurisdiction in question in connection with the payment of such taxes
and duties. The Purchaser shall indemnify the Seller against any Losses
suffered by the Seller as a result of the Purchaser failing to comply with its
obligations under this Clause 8.9.


 


9.10                     Notices


 


9.10.1            Any notice or other communication in
connection with this Agreement (each, a “Notice”)
shall be:


 


(i)           in writing;


 


(ii)          delivered by hand, fax, pre-paid first
class post or courier using an internationally recognised courier company.


 


9.10.2            A Notice to the Seller shall be sent to
the following address, or such other person or address as the Seller may notify
to the Purchaser from time to time:


 


Dargate Limited


 


1 Poligrafiei
Street, Sector 1, 013704 Bucharest, Romania


 


Fax: +40 21 224
03 44


 


Attention:  Mr Vasile Bontas, Member of the Board of
Directors, Dargate Limited


 


9.10.3            A Notice to the Purchaser shall be sent
to the following address, or such other person or address as the Purchaser may
notify to the Seller from time to time:


 


MobiFon Holdings
B.V.

Rivium Quadrant 173-177 

15th Floor 

2909 LC Capelle aan den IJssel

The Netherlands


 


8





















 


Fax:                                +31 10 498 7722


 


Attention:                                              Managing Director


 


With a copy to:


 


Vodafone Group
Services Limited

Vodafone House

The Connection

Newbury RG14 2FN

England


 


Fax: +44 1635
580857


 


Attention: Group
General Counsel


 


9.10.4            A Notice shall be effective upon
receipt and shall be deemed to have been received:


 


(i)           60 hours after posting, if delivered by
pre-paid first class post;


 


(ii)          at the time of delivery, if delivered
by hand or courier; or


 


(iii)         at the time of transmission in legible
form, if delivered by fax.


 


9.11                     Invalidity


 


9.11.1            If any provision in this Agreement
shall be held to be illegal, invalid or unenforceable, in whole or in part, the
provision shall apply with whatever deletion or modification is necessary so
that the provision is legal, valid and enforceable and gives effect to the
commercial intention of the parties.


 


9.11.2            To the extent it is not possible to
delete or modify the provision, in whole or in part, under Clause 9.11.1, then
such provision or part of it shall, to the extent that it is illegal, invalid
or unenforceable, be deemed not to form part of this Agreement and the
legality, validity and enforceability of the remainder of this Agreement shall,
subject to any deletion or modification made under Clause 9.11.1, not be
affected.


 


9.12                     Counterparts


 


This Agreement
may be entered into in any number of counterparts, all of which taken together
shall constitute one and the same instrument. The Seller and the Purchaser may
enter into this Agreement by executing any such counterpart.


 


9.13                     Governing Law and Submission to Jurisdiction


 


9.13.1            This Agreement and the documents to be
entered into pursuant to it, save as expressly referred to therein, shall be
governed by and construed in accordance with English law.


 


9.13.2            Each of the Seller and the Purchaser
irrevocably agrees that the courts of England are to have exclusive
jurisdiction to settle any dispute which may arise out of or in connection with
this Agreement and the documents to be entered into pursuant to it and that
accordingly any proceedings arising out of or in connection with this Agreement
and the documents to be entered into pursuant to it shall be brought in such
courts. Each of the Seller and the Purchaser irrevocably submits to the
jurisdiction of such courts and waives any objection to proceedings in any such


 


9





















 


court on the
ground of venue or on the ground that proceedings have been brought in an
inconvenient forum.


 


9.14                     Appointment of Process Agent


 


9.14.1            The Seller undertakes, in case a
litigation will arise out from or in relation to this Agreement, an
attorney-at-law (or such other process agent as it may notify to the Purchaser
in writing within 10 Business Days of the date of this Agreement) as its agent
to accept service of process in England in any legal action or proceedings
arising out of this Agreement, service upon whom shall be deemed completed
whether or not forwarded to or received by the Seller.


 


9.14.2            The Seller agrees to inform the
Purchaser in writing of any change of address of such process agent within 28
days of such change.


 


9.14.3            If such process agent ceases to be able
to act as such or to have an address in England, the Seller irrevocably agrees
to appoint a new process agent in England reasonably acceptable to the
Purchaser and to deliver to the Purchaser within 14 days a copy of a written
acceptance of appointment by the process agent.


 


9.14.4            Nothing in this Agreement shall affect
the right to serve process in any other manner permitted by law or the right to
bring proceedings in any other jurisdiction for the purposes of the enforcement
or execution of any judgment or other settlement in any other courts.


 


In
witness
whereof this Agreement has been duly executed.


 


	
   

  	
   

  
	
  SIGNED by Mr. Vasile
  Bontas

  as attorney

  on behalf of Dargate Limited:

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by Ms.
  Cristina Virtopeanu

  as attorney

  on behalf of MobiFon Holdings

  B.V.:

  	
  

  



 


10





















 


Table of
Contents


 


	
  Contents

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  Agreement to Sell the Shares

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Consideration

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Conditions

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Closing

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Warranties

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  Confidentiality

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  Other Provisions

  	
   

  	
  10

  



 


i





















 


Annex - Escrow Agreement


 





















 


THIS ESCROW AGREEMENT (hereinafter referred to as the “Agreement”) has been entered into as of 30
June 2005 by and among:


 


(1)          Dargate
Limited, a company incorporated in Cyprus whose
principal place of business is at Julia House, 3 Themistocles Dervis Street,
CY-1066, Nicosia, Cyprus (the “Seller”)


 


(2)          MobiFon Holdings B.V. a company incorporated in The
Netherlands whose registered office is at Rivium Quadrant 173-177, 2090 LC
Capelle aan den IJssel, The Netherlands with its official seat in Rotterdam
(the “Purchaser”);


 


(3)          Mobifon S.A., a joint stock company incorporated in
Romania whose registered office is at 15 Charles de Gaulle Square, Sector 1,
011857 Bucharest, Romania, having the Unique Code of Registration no. 8971726
with the Trade Registry and registered no. J40/9852/1996 with the Bucharest
Trade Registry Office (the “Company”);
and


 


(4)          Radu-Alexandru
Rizoiu,
born on November 27, 1974, 
identified with I.C., series RR, No. 179186,  Personal Identification Code 1741127035005,
domiciled at 5 Alexandru Vlahuta st., building M47, entrance 3, apartment 73,
sector 3, Bucharest, Romania (the “Escrow
Agent”);


 


each of the
foregoing hereinafter, as the context requires, individually referred to as a “Party” or collectively referred to as the “Parties”).


 


WHEREAS:


 


(A)         The Seller and the Purchaser have entered into a
share purchase agreement (the “SPA”)
for the sale, and respectively, purchase, of 1,711,012 nominative shares of ROL
3,750 /RON 0.37 each in the Company (the “Shares”)
for a consideration of USD 28,100,000 (the “Closing
Amount”);


 


(B)          The Seller and the Purchaser agreed that the
execution of the SPA and of this Agreement shall take place on 30
June 2005 and the transfer of property over the Shares shall be completed
upon confirmation of receipt of the Closing Amount by the Seller’s bank (Bank
of Cyprus Limited) to be issued on 1 July 2005 (“Closing Date”);


 


(C)          The Seller and the Purchaser agreed that the
Seller shall make the necessary registration with the Company’s shareholder
register (the “Shareholders Register”)
on 30 June 2005 and shall endorse the share certificates representing all
Shares immediately after receiving confirmation from the Purchaser’s bank of
the irrevocable payment order of the Closing Amount;


 


(D)         The Seller and the Purchaser agreed that the
Purchaser will make the necessary registrations with the Shareholders Register
and shall endorse the share certificates for all Shares immediately after
receiving confirmation from the Seller’s bank of the receipt of the Closing
Amount.


 


INTENDING TO BE LEGALLY BOUND, and in
consideration of the promises and the mutual covenants and agreements contained
herein, the Parties hereby agree as follows:


 


11





















 


1             Appointment


 


The Seller and
the Purchaser hereby jointly appoint the Escrow Agent to perform the duties and
tasks set forth in this Agreement and the Escrow Agent accepts such appointment
and agrees to carry out the provisions of this Agreement on its part.


 


2             Placing of documents under escrow


 


The Escrow Agent
shall hold in escrow, for the benefit of the Seller and of the Purchaser the
Shareholders Register containing the registration of the transfer of the Shares
properly endorsed by the Seller and the share certificates representing all
Shares properly endorsed for transfer by the Seller, (the “Escrow Documents”). Immediately after the
registration in the Shareholder Register and the endorsement of the share
certificates for all the Shares by the Seller, the Escrow Agent shall place the
Escrow Documents in a safe deposit box located at Company’s headquarters (the “Escrow Deposit”), in the presence of all
Parties. The Escrow Agent shall receive immediately the key to the Escrow
Deposit which is the sole existing key, as expressly acknowledged by the
Parties.


 


3             Duties of the Escrow Agent


 


(i)            Except for the cases provided at 3
(ii) and 3 (iii) below, the Escrow Agent shall not allow access to
the Escrow Documents to any of the Parties or any third party during the term
of this Agreement stated in Clause 4.


 


(ii)           The Escrow Agent shall return the key
to the safe deposit to the Company’s representative and shall allow access to
the Escrow Documents to the Parties in order for the Escrow Documents to be
signed by the Purchaser upon receipt of a faxed copy of the confirmation issued
by the Bank of Cyprus Limited of receipt of the Closing Amount in the bank
account specified by the SPA. The Seller shall procure that the faxed copy
shall be sent directly by the Seller’s bank to the following fax number:
+4021.40.20.931 to the attention of the Escrow Agent.  If the Seller receives such confirmation
prior to the Escrow Agent, the Seller shall inform the Escrow Agent
forthwith.  Receipt by the Escrow Agent
of such notice from the Seller shall have equivalent effect to the receipt of
confirmation from the Seller’s bank and, accordingly, the Escrow Agent shall be
entitled to allow access to the Escrow Documents as if such notice had been
duly received from the Seller’s bank.


 


(iii)          Upon termination of this Agreement in
accordance with Clause 5, the Escrow Agent shall deliver the key to the Escrow
Deposit to the Company’s authorised representative.


 


4             Term


 


The present
Agreement is entered for 14 days as of the precise time the Escrow Agent has
received the key to the Escrow Deposit. The precise time thereof shall be
recorded in delivery minutes signed by all Parties.


 


5             Termination


 


This Agreement is
terminated in the following cases:


 


(i)            upon expiry of its term;


 


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(ii)           upon release of the Escrow Documents
subject to terms and conditions of Clause 3 (ii) above.


 


In case the term
of the Escrow Agreement has expired and the confirmation of the receipt of the
Closing Amount by the Seller’s bank was not received as provided at 3
(ii) above, all the registrations in the Shareholders Registry and the
endorsement of the share certificates for all the Shares carried out by the
Seller shall be considered null and void.


 


6             Governing Law


 


This Agreement is governed by the laws of
Romania.


 


7             Counterparts


 


This Agreement
has been executed in 4 (four) counterparts, one for each Party, all of which taken
together shall constitute one and the same instrument.


 


 


	
  Signatures:

  
	
   

  
	
  Dargate
  Limited

  
	
   

  
	
  by:
  Vasile Bontas

  
	
   

  
	
  Title:
  attorney

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Mobifon
  Holdings B.V.

  
	
   

  
	
  by:
  Cristina Virtopeanu

  
	
   

  
	
  Title:
  attorney

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Mobifon
  S.A.

  
	
   

  
	
  by:
  James Jackson

  
	
   

  
	
  Title:
  authorised representative

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Radu
  Rizoiu

  
	
   

  
	
  Signature:

  	
   

  	
   

  



 


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