Exhibit 4.31


 


Deed of
Undertaking of Adherence


 


	
  To:

  	
  MOBIFON S.A.

  
	
   

  	
  TELESYSTEM INTERNATIONAL WIRELESS INC.

  
	
   

  	
  TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V.

  
	
   

  	
  VODAFONE EUROPE B.V.

  
	
   

  	
  CLEARWAVE N.V.

  
	
   

  	
  CLEARWAVE HOLDINGS B.V.

  
	
   

  	
  VODAFONE TECHNICAL SERVICES

  
	
   

  	
  EXPORT DEVELOPMENT CANADA

  
	
   

  	
  NORDIC INVESTMENT BANK

  
	
   

  	
  EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

  
	
   

  	
  VODAFONE GROUP PLC

  



 


Dated:
26 May 2005


 


	
  Re:

  	
  Share Retention and Subordination Deed between the above
  named parties dated 27
  August 2002
  (such deed, as amended and supplemented, the “Share Retention and
  Subordination Deed”)

  



 


For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned agrees and undertakes as follows
(terms defined in the Share Retention and Subordination Deed, unless the
context otherwise requires, have the same meanings in this Deed of Undertaking
of Adherence as in the Share Retention and Subordination Deed):


 


1.                                      Pursuant to a Share Sale and Purchase
Agreement dated 15 March 2005 between Telesystem International Wireless
Inc. (“TIWI” or “Seller”) and Vodafone International Holdings B.V. (“VIHBV” or “Buyer”
and a Controlled Affiliate of Vodafone Group Plc), VIHBV: (a) has agreed
to acquire all the shares of ClearWave formerly held by TIWI, (b) shall
become ClearWave’s Majority Shareholder, and (c) shall become a permitted
transferee under 4.02(b) of the Share Retention and Subordination Deed,
all as of and with effect on the date on which certain conditions are met and
ownership of all of TIWI’s Controlling Interest and Economic Interest in
Clearwave transfers to VIHBV (the “Acquisition Date”).


 


2.                                      The undersigned acknowledges having received
a complete fully executed copy of the Share Retention and Subordination Deed.


 


3.                                      With effect as of the Acquisition Date, the
undersigned fully and unconditionally adheres to, and agrees to be bound by,
the terms and conditions of the Share Retention and Subordination Deed in its
capacity as ClearWave’s Majority Shareholder and to become a party thereto in
all respects as ClearWave’s Majority Shareholder thereunder, to the same extent
as if it had been a signatory thereto as at its date of execution and agrees
that each of you shall be entitled to exercise your rights against the
undersigned in accordance with the terms and conditions of the Share Retention
and Subordination Deed to the same extent as if the undersigned had been a
signatory thereto in such capacity at its date of execution.


 


4.                                      Without limiting the foregoing, the
undersigned agrees that from and after the Acquisition Date it assumes all
rights and obligations of, and shall be bound, as a party to the Deed, by all
obligations of, TIWI, under the Share Retention and Subordination Deed.


 





















 


5.                                       With effect as of the Acquisition Date TIWI shall
be released and discharged from its obligations or liabilities under this Deed
other than any liabilities arising prior to the Acquisition Date.


 


6.                                       With effect as of the Acquisition Date
Telesystem International Wireless Corporation N.V. (“TIWC”) shall be released
and discharged from its obligations or liabilities under this Deed other than
any liabilities arising prior to the Acquisition Date.


 


7.                                       The undersigned hereby represents and
warrants to the Senior Lenders as of the Acquisition Date with respect to
itself in accordance with the terms set out in Section 3.01 of the Share
Retention and Subordination Deed.


 


8.                                       The undersigned hereby advises the other
parties to the Share Retention and Subordination Deed that its co-ordinates for
notices, for purposes of Section 5.01 of the Share Retention and
Subordination Deed, are as follows:


 


Vodafone International Holdings, B.V.


Rivium Quadrant 173-177


2909 LC Capelle aan den IJssel, 15th Floor


The Netherlands


Attention: Erik de Rijk


Fax: +31 10 498 7722


 


9.                                       This Deed of Undertaking of Adherence is
supplemental to the Share Retention and Subordination Deed.


 


10.                                 This Deed of Undertaking of Adherence may be
entered into in any number of counterparts, all of which taken together shall
constitute one and the same instrument. Any Party may enter into this Deed of
Undertaking of Adherence by signing any such counterpart.


 


11.                               This Deed of Undertaking of Adherence shall
be governed by and construed in accordance with the laws of England.


 





















 


 


Signed
as a deed by Erik de Rijk and Michiel Heere


 


on
behalf of VODAFONE  INTERNATIONAL HOLDINGS B.V. and thereby executed by it as a
DEED


 


 


	
  /s/
  Erik de Rijk

  	
   

  	
  /s/
  Michiel Heere

  	
   

  
	
  Name:

  	
  Erik
  de Rijk

  	
  Name:

  	
  Michiel
  Heere

  
	
  Title:

  	
  Director

  	
  Title:

  	
  Director

  
						



 


Acknowledged by the Senior Lenders, TIWI and TIWC in accordance with Section 2.11
as of the above-noted date:


 


	
   

  	
  EUROPEAN BANK FOR

  RECONSTRUCTION AND

  DEVELOPMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDIC INVESTMENT BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXPORT DEVELOPMENT CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 





















 


	
   

  	
  TELESYSTEM INTERNATIONAL WIRELESS
  INC.

  
	
   

  	
   

  	
  (as Transferor under Section 4.02(b))

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TELESYSTEM INTERNATIONAL WIRELESS

  CORPORATION N.V.

  (as Transferor under Section 4.02(b))

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: