Exhibit 4.19


 


Execution
Copy


 


MobiFon Holdings B.V.


 


$225,000,000 12.50% Senior Notes due 2010


 


Purchase Agreement


 


June 25, 2003


 


Goldman, Sachs &
Co.,

Lazard Frères & Co. LLC

c/o Goldman, Sachs & Co.,

85 Broad Street

New York, New York 10004


 


Ladies and Gentlemen:


 


MobiFon
Holdings B.V., a private company with limited liability under the laws of the
Netherlands (the “Company”), proposes, subject to the terms and conditions
stated herein, to issue and sell to the Purchasers named in Schedule I
hereto (the “Purchasers”) an aggregate of $225,000,000 principal amount of the
Company’s 12.50% Senior Notes due 2010 (the “Securities”).


 


1.                                       The Company represents and warrants to, and agrees with, each of the
Purchasers that:


 


(a)                                  A preliminary offering circular, dated June 13, 2003 (the “Preliminary
Offering Circular”) and an offering circular, dated June 25, 2003 (the “Offering Circular”),
have been prepared in connection with the offering of the Securities.  Any reference to the Preliminary Offering
Circular or the Offering Circular shall be deemed to refer to and include any
Additional Issuer Information (as defined in Section 5(f)) furnished by
the Company prior to the completion of the distribution of the Securities.  The Preliminary Offering Circular or the Offering
Circular and any amendments or supplements thereto did not and will not, as of
their respective dates, contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by a Purchaser
through Goldman, Sachs & Co. expressly for use therein;


 


(b)                                 Neither the Company nor any of its subsidiaries has sustained since the
date of the latest audited financial statements included in the Offering
Circular any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or


 





















 


governmental
action, order or decree, otherwise than as set forth or contemplated in the
Offering Circular; and, since the respective dates as of which information is
given in the Offering Circular, there has not been any change in the capital
stock or long-term debt of the Company or any of its subsidiaries or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management, financial
position, shareholder’s equity or results of operations of the Company and its
subsidiaries, in each case otherwise than as set forth or contemplated in the
Offering Circular;


 


(c)                                  The Company and its subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all personal
property owned by them, in each case free and clear of all liens, encumbrances
and defects except such as are described in the Offering Circular or such as do
not materially affect the value of such property and do not interfere with the
use made and proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries;


 


(d)                                 The Company
has been duly incorporated and is validly existing as a private company with
limited liability in good standing under the laws of the Netherlands, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Offering Circular, and has been duly qualified as
a foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject to
no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction;


 


(e)                                  MobiFon,
S.A. (“MobiFon”) has been duly authorized and is validly existing as a joint
stock company under the laws of Romania, with legal capacity to own its
properties and conduct its business as described in the Offering Circular, and
is not required to be duly qualified as a foreign corporation for the
transaction of business under the laws of any other jurisdiction; MobiFon does
not have any subsidiaries;


 


(f)                                    The Company has an authorized capitalization as set forth in the Offering
Circular, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and
non-assessable; and all of the issued shares of capital stock of each
subsidiary of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and (except for directors’ qualifying shares and
except as otherwise set forth in the Offering Circular) are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims;


 


(g)                                 The Securities have been duly authorized and, when issued by the Company
and authenticated by the Trustee in accordance with the terms of the Indenture
and delivered to the Purchasers against payment therefor in accordance with the
terms of this Agreement, will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the indenture to be dated as of June 27,
2003 (the “Indenture”) between the Company and The Bank of Nova Scotia Trust
Company of


 


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New York, as
Trustee (the “Trustee”), under which they are to be issued, the Indenture has
been duly authorized and, when executed and delivered by the Company and assuming
due authorization, execution, delivery and performance by the Trustee, the
Indenture will constitute a valid and legally binding instrument, enforceable
against the Company in accordance with its terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors’ rights and to general equity principles; and the
Securities and the Indenture will conform to the descriptions thereof in the
Offering Circular and will be in substantially the form previously delivered to
you;


 


(h)                                 The exchange
and registration rights agreement to be dated as of June 27, 2003, among
the Company and the Purchasers (the “Registration Rights Agreement”) has been
duly authorized by the Company, and when executed and delivered by the Company
and assuming due authorization, execution, delivery and performance by the
other parties thereto, will constitute the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles and the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to public policy;


 


(i)                                     The Exchange
Securities have been duly authorized for issuance by the Company, and when
issued and authenticated in accordance with the terms of the Indenture, will be
the valid and legally binding obligations of the Company, entitled to the
benefits provided by the Indenture, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles;


 


(j)                                     The
collateral agreement and the depositary agreement, each to be dated as of June 27,
2003, between the Company and the Trustee, in the case of the collateral
agreement, and among the Company, the Trustee and the Trustee as depositary
agent, in the case of the depositary agreement (collectively, the “Security
Documents”), have each been duly authorized by the Company and when executed
and delivered by the Company and assuming due authorization, execution,
delivery and performance by the Trustee and the depositary agent, as
applicable, will constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with their terms, subject to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles;


 


(k)                                  None of the transactions contemplated by this Agreement (including,
without limitation, the use of the proceeds from the sale of the Securities)
will violate or result in a violation of Section 7 of the Exchange Act, or
any regulation promulgated thereunder, including, without limitation,
Regulations T, U, and X of the Board of Governors of the Federal Reserve
System;


 


(l)                                     Prior to the date hereof, neither the Company nor any of its affiliates
has taken any action which is designed to or which has constituted or which
might have been expected to cause or result in stabilization or manipulation of
the price of any security of the Company in connection with the offering of the
Securities;


 


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(m)                               The issue and sale of the Securities and the compliance by the Company
with all of the provisions of the Securities, the Indenture, the Registration
Rights Agreement, the Security Documents and this Agreement (collectively, the “Operative
Documents”) and the compliance by the Company with its obligations hereunder
and thereunder will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject, nor
will such action result in any violation of the provisions of the charter,
bylaws or similar organizational documents of the Company or any statute or any
order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Securities or the consummation by the Company
of the transactions contemplated by this Agreement, the Indenture, the
Registration Rights Agreement or the Security Documents, except for (i) the
filing of a registration statement by the Company with the United States
Securities and Exchange Commission (the “Commission”) pursuant to the United
States Securities Act of 1933, as amended (the “Act”) pursuant to Section 5(l)
hereof, (ii) the filings required for in connection with the Listing
Application for the Luxembourg Stock Exchange, (iii) the filing of the
Preliminary Offering Circular and Offering Circular with the Netherlands
Securities Board, (iv) the filing of UCC financing statements in pursuant
to the Security Documents, and (v) such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Securities by the Purchasers;


 


(n)                                 Neither the Company nor any of its subsidiaries is in violation of its
charter, bylaws or similar organizational documents or in default in the
performance or observance of any material obligation, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or
other agreement or instrument to which it is a party or by which it or any of
its properties may be bound;


 


(o)                                 The statements set forth in the Offering Circular under the caption “Description
of Notes,” insofar as they purport to constitute a summary of the terms of the
Securities, under the captions “Exchange Rate Data and Foreign Exchange
Controls—Foreign Exchange Controls,” “Risk Factors—Risks Related to the
Notes—Because judgments of U.S. courts are not directly enforceable in the
Netherlands, you may find it more difficult to enforce your rights than if we
were a U.S. company,” “Risk Factors—Risks Related to the Notes—Insolvency laws
in the Netherlands could negatively affect your right to enforce the notes,” “Risk
Factors—Risks Related to the Notes—Insolvency laws in Romania could have a
negative effect on our ability to service and repay the notes,” “Risk
Factors—Risks Relating to Our Business—We are subject to governmental
regulation and licensing requirements, which may increase our operating costs
and may dictate where and how we operate,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Regulatory
Environment,” “Business—Spectrum and Network,” “Business—Regulation,” “Business—Roaming
and Interconnect,” “Business—Legal Proceedings,” “Governance Structure and
Shareholder Arrangements,” “Description of Other Indebtedness,” “Certain Tax Considerations,” and  “Plan of Distribution” (other than the third,
fourth, fifth, sixth and seventh paragraphs


 


4





















 


thereunder)
insofar as they purport to describe the provisions of the laws and documents
referred to therein, are accurate and complete in all material respects;


 


(p)                                 Other than as set forth in the Offering Circular, there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely to the Company or
any of its subsidiaries, would individually or in the aggregate have a material
adverse effect on the current or future financial position, shareholder’s
equity or results of operations of the Company and its subsidiaries; and, to
the best of the Company’s knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;


 


(q)                                 When the Securities are issued and delivered pursuant to this
Agreement,  the Securities will not be of
the same class (within the meaning of Rule 144A under the Act) as
securities which are listed on a national securities exchange registered under Section 6
of the United States Securities(10) Exchange Act of 1934, as amended (the “Exchange
Act”) or quoted in a U.S. automated inter-dealer quotation system;


 


(r)                                    There is no “substantial
U.S. market interest” as defined in Rule 902(j) of Regulation S in the
Company’s debt or equity securities;


 


(s)                                  Upon
issuance of the Exchange Securities, the Company will be a “foreign private
issuer” (as such term is defined in the rules and regulations under the
Act and the Exchange Act);


 


(t)                                    Application has been made to list the
Securities on the Luxembourg Stock Exchange and, in connection therewith, the
Company submitted to the Luxembourg Stock Exchange the Preliminary Offering
Circular and will submit the Offering Circular. 
The Preliminary Offering Circular complies in all material respects with
the requirements of the Luxembourg Stock Exchange.  There is no requirement of the Luxembourg
Stock Exchange to deliver any document other than the Offering Circular
(including the Listing Particulars) to prospective purchasers or purchasers of
the Securities from the Purchasers in connection with the offer and sale by the
Purchasers of the Securities.  Such
application fulfils any legal requirements for the Notes to be listed on an
exchange (including any requirement necessary to comply with exemption to Dutch
banking regulation set forth in The Ministerial Decree of 4 February 1993
(as amended) for Exemption from Credit Supervision);


 


(u)                                 The Company
filed the Preliminary Offering Circular with the Netherlands Authority for the
Financial Markets (Autoriteit Financiële
Markten or “AFM”) on June 16, 2003, and the Company will file
the Offering Circular with the AFM on or prior to June 30, 2003;


 


(v)                                 Neither the Company nor any of its subsidiaries is, and after giving
effect to the offering and sale of the Securities, will be an “investment
company”, as such term is defined in the United States Investment Company Act
of 1940, as amended (the “Investment Company Act”);


 


(w)                               Neither the Company, nor any person acting on its or their behalf (except
for the Purchasers, as to which the Company makes no representation) has
offered or sold the Securities by means of any general solicitation or general advertising
within the


 


5





















 


meaning of Rule 502(c) under
the Act or, with respect to Securities sold outside the United States to
non-U.S. persons (as defined in Rule 902 under the Act), by means of any
directed selling efforts within the meaning of Rule 902 under the
Securities Act and the Company, any affiliate of the Company and any person
acting on its or their behalf (except
for the Purchasers, as to which the Company makes no representation) has
complied with and will implement the “offering restriction” within the meaning
of such Rule 902;


 


(x)                                   Within the
preceding six months, neither the Company nor any other person acting on behalf
of the Company has offered or sold to any person any Securities, or any
securities of the same or a similar class as the Securities, other than
Securities offered or sold to the Purchasers hereunder.  The Company will take reasonable precautions
designed to insure that any offer or sale, direct or indirect, in the United
States or to any U.S. person (as defined in Rule 902 under the Act) of any
Securities or any substantially similar security issued by the Company, within
six months subsequent to the date on which the distribution of the Securities
has been completed (as notified to the Company by Goldman, Sachs & Co.),
is made under restrictions and other circumstances reasonably designed not to
affect the status of the offer and sale of the Securities in the United States
and to U.S. persons contemplated by this Agreement as transactions exempt from
the registration provisions of the Securities Act;


 


(y)                                 The Company
and its subsidiaries own, possess, are validly licensed under, or can acquire
on reasonable terms, adequate patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property
(collectively, “Intellectual Property”) necessary to carry on the business now
operated by them, and except as set forth in the Offering Circular, neither the
Company nor any of its subsidiaries has received any notice or is otherwise
aware of any infringement of or conflict with asserted rights of others with
respect to any material Intellectual Property or of any facts or circumstances
which would render any material Intellectual Property invalid or inadequate to
protect the interest of the Company or any of its subsidiaries therein;


 


(z)                                   The
financial statements, including the notes thereto, included in the Offering
Circular present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates indicated and condition and results
of operations for the periods specified, and said financial statements have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis throughout the periods involved.  The other financial information and data
included in the Offering Circular present fairly the information included therein
and have been prepared on a basis consistent with that of the financial
statements included in the Offering Circular and the books and records of the
respective entities presented therein;


 


(aa)                            No capital,
stamp duty, stamp duty reserve or other documentary, issuance or transfer taxes
or duties are payable by or on behalf of the Purchasers in the Netherlands, the
United States, the European Union or any member state thereof, or, in each
case, any political sub-division or taxing authority thereof or therein on (i) the
creation, issue or delivery by the Company of the Notes pursuant hereto or the
sale thereof; (ii) the execution and delivery of the Operative Documents, (iii) the
pledge of Debt Service Reserve Account (as defined in the Offering Circular), (iv) the
making of or


 


6





















 


payment under any intercompany loan or
on-loan related to the proceeds from the sale of the Securities; or (v) the
consummation of the transactions contemplated by the Operative Documents;


 


(bb)                          All material
tax returns that are required to be filed for which the Company or its
subsidiaries are or could become liable as a result of being part of a fiscal
unity have been accurately prepared and timely filed, and all material taxes, assessments,
governmental or other similar charges for which the Company or its subsidiaries
are or could become liable as a result of being part of a fiscal unity have
been paid or provided for, including without limitation, all sales and use
taxes and all employee, credit and third party withholding taxes, with respect
to the periods covered by such tax returns (whether or not such amounts are
shown as due on any tax return).  No
deficiency assessment with respect to a proposed adjustment of such taxes is pending
or, to the best of the Company’s knowledge, threatened.  There is no material tax lien, whether
imposed by any federal, state, or other taxing authority, outstanding against
the assets, properties or business of the Company or any of its subsidiaries;


 


(cc)                            No labor
disturbance by the employees of the Company or any of its subsidiaries exists
or, to the best of the Company’s knowledge, is imminent;


 


(dd)                          The Company
is, and immediately after the Time of Delivery will be, Solvent.  As used herein, the term “Solvent” means,
with respect to the Company on a particular date, that on such date (i) the
fair market value of the assets of the Company is greater than the total amount
of liabilities (including contingent liabilities) of the Company, (ii) the
present fair saleable value of the assets of the Company is greater than the
amount that will be required to pay the probable liabilities of the Company on
its debts as they become absolute and matured, (iii) the Company is able
to realize upon its assets and pay its debts and other liabilities, including
contingent obligations, as they mature, and (iv) the Company does not have
unreasonably small capital.  No
proceedings have been commenced for purposes of, and no judgment has been
rendered for, the liquidation, bankruptcy or winding-up of the Company or any
of its subsidiaries;


 


(ee)                            Except in
each case as set forth in the Offering Circular, the Company and its
subsidiaries possess such permits, licenses, approvals, consents, exemptions,
franchises, and other authorizations (collectively, “Governmental Licenses”)
issued by the appropriate national, state, local or foreign regulatory agencies
or bodies necessary to conduct the business now operated by them; the Company
and its subsidiaries are in compliance with the terms and conditions of all
such Governmental Licenses and with the rules and regulations of the
regulatory authorities and governing entities having jurisdiction with respect
thereto; all of the Governmental Licenses are valid and in full force and
effect, and neither the Company nor any of its subsidiaries has received any
notice of, or is aware of, any proceedings relating to the revocation or
modification of any such Governmental Licenses;


 


(ff)                                The Company
and its subsidiaries have insurance with financially sound and reputable
insurers covering their respective properties, operations, personnel and
businesses, which insurance the Company believes to be appropriate and is in amounts and
insures against such losses or risks as are customary in the industry in which
the Company and its subsidiaries operate, and all such insurance is in full
force and effect.  Neither the Company or
any of its subsidiaries has received notice from any insurer or


 


7





















 


agent of such insurer that capital
improvements or other expenditures are required or necessary to be made in
order to continue such insurance;


 


(gg)                          Neither the
Company nor any of its subsidiaries nor any director, officer, employee or, to
its knowledge, other person associated with or acting on behalf of the Company
or any of its subsidiaries has (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating
to political activity, (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate
funds, (iii) caused the Company or any of its subsidiaries to be in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977
when such regulation becomes applicable to the Company or any of its
subsidiaries, or (iv) made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment;


 


(hh)                          The Company
has the power to submit, and has or will have at the Time of Delivery, legally,
validly, effectively and irrevocably submitted to the jurisdiction of any U.S.
federal or state court in the Borough of Manhattan in The City of New York, New
York, and have the power to designate, appoint and empower and have or will
have at the Closing Time legally, validly, effectively and irrevocably
designated, appointed and empowered, an agent for service of process in any
suit or proceeding based on or arising under the Securities or the Operative
Documents in any U.S. federal or state court in the Borough of Manhattan in The
City of New York, as provided in the such Operative Documents;


 


(ii)                                  The
statistical and market-related data included in the Offering Circular are based
on or derived from sources which the Company believes are reliable and
accurate;


 


(jj)                                  As of the
Time of Delivery, the Company will own the collateral subject to the Security
Documents free and clear of all Liens except the Lien under the Security
Documents, and no financing statements in respect of any property or assets of
the Company will be on file in favor of any person;


 


(kk)                            When
executed and delivered, the Security Documents will create valid and
enforceable security interests in favor of the Trustee in all collateral
subject to the Security Documents, which security interests will secure the
repayment of the Securities and the other obligations purported to be secured
thereby;


 


(ll)                                  As of the
Time of Delivery, the representations and warranties of the Company contained
in the Security Documents will be true and correct in all material respects;


 


(mm)       As of the Time of Delivery, the
Securities will have been duly perfected as to all Collateral;


 


(nn)                          As of the
Time of Delivery, the Liens will not be subject in terms of priority to any
other Liens;


 


(oo)                          Neither the
Company nor any of its affiliates does business with the government of Cuba or
with any person or affiliate located in Cuba within the meaning of Section 517.075,
Florida Statutes; and


 


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(pp)                          Ernst & Young LLP, who have audited certain financial
statements of the Company and its subsidiaries, are independent public
accountants (as such term is defined in the Act and the rules and
regulations of the Commission thereunder).


 


2.                                       Subject to
the terms and conditions herein set forth, the Company agrees to issue and sell
to each of the Purchasers, and each of the Purchasers agrees, severally and not
jointly, to purchase from the Company, at a purchase price of 94.686% of the principal amount thereof,
plus accrued interest, if any, from June 25,
2003 to the Time of Delivery hereunder, the principal amount of
Securities set forth opposite the name of such Purchaser in Schedule I
hereto.


 


3.                                       Upon the
authorization by you of the release of the Securities, the Purchasers propose
to offer the Securities for sale upon the terms and conditions set forth in
this Agreement and the Offering Circular and each Purchaser hereby represents
and warrants to, and agrees with the Company that:


 


(a)                                  It will
offer and sell the Securities only to: (i) persons
who it reasonably believes are “qualified institutional buyers” (“QIBs”) within
the meaning of Rule 144A under the Act in transactions meeting the
requirements of Rule 144A or, (ii) upon the terms and conditions set
forth in Annex I to this Agreement;


 


(b)                                 It is an
Institutional Accredited Investor; and


 


(c)                                  It will not
offer or sell the Securities by any form of general solicitation or general
advertising, including but not limited to the methods described in Rule 502(c) under
the Act.


 


4.                                       (a)                                  The
Securities to be purchased by each Purchaser hereunder will be represented by
one or more definitive global Securities in book-entry form which will be
deposited by or on behalf of the Company with The Depository Trust Company (“DTC”)
or its designated custodian.  The Company
will deliver the Securities to Goldman, Sachs & Co., for the account
of each Purchaser, against payment by or on behalf of such Purchaser of the
purchase price therefor by wire transfer, payable to the order of the Company in
New York Clearing House (next day) funds, by causing DTC to credit the
Securities to the account of Goldman, Sachs & Co. at DTC.  The Company will cause the certificates
representing the Securities to be made available to Goldman, Sachs &
Co. for checking at least twenty-four hours prior to the Time of Delivery (as
defined below) at the office of DTC or its designated custodian (the “Designated
Office”).  The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on June 27,
2003 or such other time and date as Goldman, Sachs & Co. and the
Company may agree upon in writing.  Such
time and date are herein called the “Time of Delivery.”


 


(b)                                 The
documents to be delivered at the Time of Delivery by or on behalf of the
parties hereto pursuant to Section 7 hereof, including the cross-receipt
for the Securities and any additional documents requested by the Purchasers
pursuant to Section 7(j)
hereof, will be delivered at such time and date at the offices of Latham &
Watkins LLP, 885 Third Avenue, New York, New York, 10022 (the “Closing Location”),
and the Securities will be delivered at the Designated Office, all at the Time
of Delivery.  A meeting will be held at
the Closing Location at 4:00 p.m., New York City time, on the New York Business
Day next preceding the Time of Delivery, at which meeting the final drafts of
the documents to be delivered pursuant to the preceding sentence will be
available for review by the parties hereto. 
For the purposes of this Section 4, “New York Business Day” shall
mean each Monday, Tuesday, Wednesday, Thursday


 


9





















 


and Friday which is not
a day on which banking institutions in New York are generally authorized or
obligated by law or executive order to close.


 


5.                                       The Company
agrees with each of the Purchasers:


 


(a)                                  To prepare
the Offering Circular in a form approved by you; to make no amendment or any
supplement to the Offering Circular which shall be disapproved by you, acting
reasonably, promptly after reasonable notice thereof; and to furnish you with
copies thereof;


 


(b)                                 Promptly
from time to time to take such action as you may reasonably request to qualify
the Securities for offering and sale under the securities laws of such
jurisdictions as you may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long
as may be necessary to complete the distribution of the Securities, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;


 


(c)                                  To furnish
the Purchasers with copies of the Offering Circular and each amendment or
supplement thereto with the independent accountants’ report(s) in the Offering
Circular, and any amendment or supplement containing amendments to the
financial statements covered by such report(s), signed by the accountants, and
additional written and electronic copies thereof in such quantities as you may
from time to time reasonably request, and if, at any time prior to the
expiration of nine months after the date of the Offering Circular, any event
shall have occurred as a result of which the Offering Circular as then amended
or supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Offering
Circular is delivered, not misleading, or, if for any other reason it shall be
necessary or desirable during such same period to amend or supplement the
Offering Circular, to notify you and upon your request to prepare and furnish
without charge to each Purchaser and to any dealer in securities as many
written and electronic copies as you may from time to time reasonably request
of an amended Offering Circular or a supplement to the Offering Circular which
will correct such statement or omission or effect such compliance;


 


(d)                                 During the
period beginning from the date hereof and continuing until the date six months
after the Time of Delivery, not to offer, sell, contract to sell or otherwise
dispose of, except as provided hereunder any securities of the Company that are
substantially similar to the Securities without the consent of Goldman, Sachs &
Co. Inc.;


 


(e)                                  Not to be or
become, at any time prior to the expiration of three years after the Time of
Delivery, an open-end investment company, unit investment trust, closed-end
investment company or face-amount certificate company that is or is required to
be registered under Section 8 of the Investment Company Act;


 


(f)                                    At any time
when the Company is not subject to Section 13 or 15(d) of the
Exchange Act, for the benefit of holders from time to time of Securities, to
furnish at its expense, upon request, to holders of Securities and prospective
purchasers of securities information (the “Additional Issuer Information”)
satisfying the requirements of subsection (d)(4)(i) of Rule 144A
under the Act;


 


10





















 


(g)                                 If requested
by you, to use its best efforts to cause such Designated Securities to be
eligible for the PORTAL trading system of NASD, Inc.;


 


(h)                                 To use all
commercially reasonable efforts to (i) effect the listing of the
Securities on the Luxembourg Stock Exchange as soon as reasonably practicable
but in no case later than January 31, 2004, and (ii) maintain the
listing of the Securities on the Luxembourg Stock Exchange for so long as the
Securities are outstanding.  In
connection with the foregoing, the Company will, on or prior to the date on
which the Securities are approved for listing on the Luxembourg Stock Exchange,
submit to the Luxembourg Stock Exchange the Listing Particulars and each
document in final form as required by Article 6 and Appendix I of the
Luxembourg Stock Exchange’s Rules regarding Admission to Official Stock
Exchange Listing and Public Offer of Transferable Securities, as amended (the “Listing Rules”).  If the Securities are approved for listing on
the Luxembourg Stock Exchange, the Company will publish the Listing Particulars
(and, if appropriate, any supplemental Listing Particulars) as required by the
Listing Rules.  The Company will comply with
the Listing Rules; and the Company will make available sufficient copies of the
Listing Particulars at the registered office of the Company and the other
locations referred to in the Listing Particulars as required by the Luxembourg
Stock Exchange;


 


(i)                                     To furnish
to the holders of the Securities an annual report and after the end of each of
the first three quarters of each fiscal year (beginning with the fiscal quarter
ending after the date of the Offering Circular), to make available to its shareholders consolidated summary
financial information of the Company and its subsidiaries for such quarter as
required by the Indenture;


 


(j)                                     To deliver
to you (i) during a period of five years from the date of the Offering
Circular, as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any securities exchange
on which the Securities, or any class of securities of the Company is listed;
and (ii) for a period of three years from the date of the Offering
Circular, such additional information concerning the business and financial
condition of the Company as you may from time to time reasonably request (such
financial statements to be on a consolidated basis to the extent the accounts
of the Company and its subsidiaries are consolidated in reports furnished to
its shareholders generally or to the Commission);


 


(k)                                  During the
period of two years after the Time of Delivery, the Company will not, and will
not permit any of its “affiliates” (as defined in Rule 144 under the
Securities Act) to, resell (except to the Company) any of the Securities which
constitute “restricted securities” under Rule 144 that have been
reacquired by any of them;


 


(l)                                     To use the
net proceeds received by it from the sale of the Securities pursuant to this
Agreement in the manner specified in the Offering Circular under the caption “Use
of Proceeds”;


 


(m)                               To do and
perform all things required to be done and performed under the Operative
Documents prior to the Time of Delivery; and


 


(n)                                 To comply
with its agreements in all agreements set forth in the representation letters
of the Company to DTC relating to the approval of the Notes by DTC for “book
entry” transfer.


 


6.                                       The Company
covenants and agrees with the several Purchasers that the Company will pay or
cause to be paid the following: (i) the fees, disbursements and expenses
of


 


11





















 


the Company’s counsel
and accountants in connection with the issue of the Securities and all other
expenses in connection with the preparation, printing and filing of the
Offering Circular and any amendments and supplements thereto and the mailing
and delivering of copies thereof to the Purchasers and dealers; (ii) the
cost of printing or producing any Operative Document, the Blue Sky Memoranda, closing
documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses and taxes (except income or capital gains or other taxes on the gains
made by Purchasers as a result of their resales of the Securities) arising for
the account of a Purchaser as a result of the sale and delivery (whether to the
Purchasers or by the Purchasers to the purchasers thereof) of the Securities as
contemplated herein, including in any such case, any Netherlands income,
capital gains, withholding, transfer or other tax asserted against a Purchaser
by reason of the purchase and sale of the Securities pursuant to this
Agreement, (iv) in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b) hereof,
including the reasonable fees and disbursements of counsel for the Purchasers
in connection with such qualification and in connection with the Blue Sky
surveys; (v) any fees charged by securities rating services for rating the
Securities; (vi) any costs incurred in connection with the admission of
the Securities for trading on the Luxembourg Stock Exchange; (vii) funding
and foreign exchange costs, if any, in connection with the closing of the
offering; (viii) the cost of preparing the Securities; (ix) the fees
and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and the
Securities; and (x) all other costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section.  It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the
Purchasers will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.


 


7.                                       The obligations
of the Purchasers hereunder shall be subject, in their discretion, to the
condition that all representations and warranties and other statements of the
Company herein are, at and as of the Time of Delivery, true and correct, the
condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:


 


(a)                                  Latham & Watkins LLP, counsel for the Purchasers, shall have
furnished to you such opinion or opinions, dated the Time of Delivery, with
respect to such matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters;


 


(b)                                 Loyens & Loeff, Dutch counsel for the Purchasers, shall
have furnished to you such opinion or opinions, dated the Time of Delivery,
with respect to such matters as you may reasonably request, and such counsel
shall have received such papers and information as they may reasonably request
to enable them to pass upon such matters;


 


(c)                                  Buzescu & Co, Romanian counsel for the Purchasers,
shall have furnished to you such opinion or opinions, dated the Time of
Delivery, with respect to such matters as you may reasonably request, and such
counsel shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;


 


(d)                                 Pillsbury
Winthrop LLP, special U.S. counsel for the Company, shall have furnished to you
their written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:


 


12





















 


(i)                                     When issued
by the Company against payment therefor in accordance with the terms of this
Agreement, and authenticated and delivered by the Trustee in accordance with
the terms of the Indenture, the Securities will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Indenture and enforceable against the Company in accordance with their terms,
subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance and other laws of general applicability relating to or affecting
creditors’ rights, general equity principles and to the requirements of
reasonableness, good faith and fair dealing;


 


(ii)                                  When
executed and issued by the Company and authenticated and delivered by the
Trustee in accordance with the terms of the Indenture, in exchange for the
Securities in accordance with the terms of the Indenture, the Registration
Rights Agreement and the Exchange Offer, the Exchange Securities will
constitute valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture and enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance and other laws of general applicability
relating to or affecting creditors’ rights, to general equity principles and to
the requirements of reasonableness, good faith and fair dealing;


 


(iii)                               Assuming due
authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and
legally binding instrument of the Company, enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance and other laws of general applicability
relating to or affecting creditors’ rights, to general equity principles and to
the requirements of reasonableness, good faith and fair dealing;


 


(iv)                              Assuming due
authorization, execution and delivery thereof by the Purchasers, the Registration Rights Agreement
constitutes a valid and legally binding instrument, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
moratorium, reorganization, fraudulent conveyance and other laws of general
applicability relating to or affecting creditors’ rights, to general equity
principles, the requirements of reasonableness, good faith and fair dealing and
the unenforceability under certain circumstances under law or court decisions
of provisions providing for the indemnification of or contribution to a party
with respect to a liability where such indemnification or contribution is
contrary to public policy;


 


(v)                                 Assuming due
authorization, execution and delivery thereof by the Trustee and the
depositary, each of the Security Documents constitutes a valid and legally
binding instrument, enforceable against the Company in accordance with its
terms, subject to bankruptcy, insolvency, moratorium, reorganization fraudulent
conveyance, Sections 9-602, 9-603, 9-401(b), 9-406 and 9-408 under the Uniform
Commercial Code in effect in the State of New York (the “NY UCC”) and other
laws of general applicability relating to or affecting creditors’ rights, to
general equity principles and to the requirements of reasonableness, good faith
and fair dealing;


 


(vi)                              The Securities, the Indenture, the Registration Rights Agreement and the
Security Documents conform in all material respects to the descriptions thereof
in the Offering Circular;


 


(vii)                           The
statements set forth in the Offering Circular under the caption “Description of
Notes,” insofar as they purport to constitute a summary of the terms of


 


13





















 


the Securities, and under the captions “Governance
Structure and Shareholders Arrangements—MobiFon Governance Structure” and “Governance
Structure and Shareholders Arrangements—MobiFon Contract of Association” (in
each case solely as to the Romanian GSM Cooperation Agreement and the Vodofone
Waiver Letter dated 12 December 2000) and “Certain Tax Considerations—U.S.
Federal Income Tax Considerations,” insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate
descriptions in all material respects;


 


(viii)                        The issue
and sale of the Securities and the compliance by the Company with its
obligations under the Operative Documents will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any agreement or instrument identified on Annex III-A hereto and
will not conflict with or result in a violation of any federal or New York
statute or any order, rule or regulation of any federal or New York
governmental agency or body having jurisdiction over the Company, MobiFon or
any of their properties.  The issue and
sale of the Securities and the compliance by the Company with its obligations
under the Operative Documents does not violate any order issued by a federal or
New York court having jurisdiction over the Company or MobiFon or any of their
properties of which such counsel has knowledge;


 


(ix)                                No consent,
approval, authorization, order, registration or qualification of or with any
federal or New York court or governmental agency or body is required for the
issue and sale of the Securities or the consummation by the Company of the
transactions contemplated by the Operative Documents, except such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Purchasers, the filing of a registration
statement providing for the registration of the Exchange Securities under the
Act and the related filings under the Trust Indenture Act, and filings and
recordings required in order to perfect or otherwise protect the security
interests under the Security Documents;


 


(x)                                   The
execution and delivery of each of the Security Documents creates in favor of
the Trustee a valid lien on and a security interest in the Collateral (as such
term is defined in the Security Documents), which security interest secures the
repayment of the Securities.  Assuming
the timely and proper filing of the financing statements on Form UCC-1
reviewed by such counsel in the office of the Secretary of State for the State
of New York, such security interests, in so much of the Collateral as consists
of (in each case as defined in the NY UCC) accounts (other than accounts
described in Section 9-102(a)(6)(b) of the NY UCC), general
intangibles, goods, chattel paper, negotiable documents and instruments, will
be perfected to the extent a security interest in the Collateral may be
perfected by the filing of a financing statement under the NY UCC;


 


(xi)                                The
provisions of the Depositary Agreement are effective to perfect the security
interest of the Trustee in the Debt Service Reserve Account;


 


(xii)                             Assuming the
accuracy of the respective representations and warranties made by the
Purchasers and the Company and their respective compliance with their covenants
contained in this Agreement, no registration of the Securities under the Act,
and no qualification of an indenture under the United States Trust Indenture
Act of 1939


 


14





















 


with respect thereto, is required for the
offer, sale and initial resale of the Securities by the Purchasers in the
manner contemplated by this Agreement;


 


(xiii)                          The Company
is not an “investment company,” as such term is defined in the Investment
Company Act; and


 


(xiv)                         Although
such counsel has made no independent verification or check of the information
contained therein (except to the extent expressly sent forth in paragraph (vii) above),
such counsel have no reason to believe that the Offering Circular and any
further amendments or supplements thereto made by the Company prior to the Time
of Delivery (other than the financial statements and financial data therein, as
to which such counsel need express no opinion) contained as of its date or
contains as of the Time of Delivery an untrue statement of a material fact or
omitted or omits, as the case may be, to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.


 


Such
counsel may state that its opinion is limited only to the effect on the subject
transactions of the federal laws of the United States and the internal laws of
the State of New York;


 


(e)                                  Stibbe P.C.,
Dutch counsel for the Company, shall have furnished to you their written
opinion, dated the Time of Delivery, in form and substance satisfactory to you,
to the effect that:


 


(i)                                     The Company
has been duly incorporated and is validly existing as a private company with
limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under the laws of the Netherlands, with
power and authority to conduct its business as described in the Offering
Circular;


 


(ii)                                  The Company
has been duly qualified as a corporation for the transaction of business and is
in good standing under the laws of the Netherlands;


 


(iii)                               Each of the
Indenture, this Agreement, the Security Documents and the Registration Rights
Agreement has been duly authorized, executed and delivered by the Company;


 


(iv)                              The
Securities have been duly authorized by all requisite corporate action on the
part of the Company and, when signed on behalf of the Company by any one member
of the managing board of the Company or by a person duly authorized to sign
pursuant to a valid power of attorney and authenticated in accordance with the
Indenture, will have been duly executed by the Company;


 


(v)                                 The Exchange
Securities have been duly authorized by all requisite corporate action on the
party of the Company;


 


(vi)                              The Company
has an authorized capitalization as set forth in the Offering Circular, and all
of the issued shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable;


 


(vii)                           The issue
and sale of the Securities and the compliance by the Company with all of the
provisions of the Operative Documents and the consummation of the


 


15





















 


transactions herein and therein
contemplated will not result in any violation of the provisions of the Articles
of Association of the Company and will not conflict with or result in a
violation of any Netherlands statute or regulation;


 


(viii)                        No consent,
approval, authorization, order, registration or qualification of or with any
Dutch court or governmental agency or body is required for the issue and sale
of the Securities or the consummation by the Company of the transactions
contemplated by the Operative Documents;


 


(ix)                                The
statements set forth in the Offering Circular under the captions “Risk
Factors—Risks Relating to the Notes—Because judgments of U.S. courts are not
directly enforceable in the Netherlands, you may find it more difficult to
enforce your rights than if we were a U.S. company,” “Risk Factors—Risks
Relating to the Notes—Insolvency laws in the Netherlands could negatively
affect your right to enforce the notes” and “Risk Factors—Risks Relating to the
Notes—We may be liable for corporate income tax of ClearWave’s consolidated
group,” insofar as they purport to describe the provisions of the laws of the
Netherlands referred to therein, are accurate and fair;


 


(x)                                   The choice
of New York law as the law governing the Operative Documents and the Securities
is valid and binding under the laws of the Netherlands;


 


(xi)                                There is
nothing in the laws of the Netherlands which would prevent the Operative
Documents or, when issued, the Securities from constituting legal, valid and
binding obligations of the Company enforceable in accordance with their
respective terms;


 


(xii)                             No approval,
authorization or other action by, or filing with, any governmental authority of
the Netherlands is required in connection with the execution by the Company of
the Operative Documents, the offering, execution and issue of the Securities,
the performance by the Company of its obligations under the Operative Documents
or the Securities, except that there are notification requirements to the Dutch
Central Bank on payments made to and by the Company respectively from and to
persons outside of the Netherlands and on the maintenance by the Issuer of bank
accounts abroad, pursuant to the Act on Foreign Financial Relations 1994 (Wet financiele beirekkingen buitenland 1994)
and regulations promulgated thereunder. 
Failure to observe these requirements does not, however, render the
Operative Documents or the Securities void, nor does it affect the legality,
validity and enforceability of the Operative Documents and the Securities;


 


(xiii)                          In order to
ensure the legality, validity, enforceability or admissibility in evidence of
the Operative Documents or the Securities it is not necessary that any of them
be filed or recorded with any public office in the Netherlands;


 


(xiv)                         The Company
is not entitled to any immunity from any legal proceedings in the Netherlands
to enforce the Operative Documents or the Securities or any liability or
obligation of the Company arising thereunder;


 


(xv)                            The
submission by the Company to the jurisdiction of the courts of U.S. federal and
New York State with regard to the Operative Document and the Securities, is
valid and binding upon the Company under the laws of the Netherlands, provided


 


16





















 


however that such consent does not
preclude that claims for provisional measures be brought before the president
of a competent court in the Netherlands;


 


(xvi)                         The
designation by the Company of Corporation Service Company as agent to receive
service of process in the United States on behalf of the Company is valid and
binding under the laws of the Netherlands; and


 


(xvii)                      The section set
out in the Offering Circular regarding the offering of the Securities, under
the heading “Certain Tax Considerations—Certain Netherlands Tax Considerations”
is a fair and accurate summary for the persons mentioned therein, subject to
the assumptions, limitations and qualifications mentioned in the Offering
Circular to the extent that section aims to provide a summarized
description of certain Netherlands tax consequences of the purchase, ownership
and disposition of the Securities.  No
Netherlands stamp duty or other similar Netherlands taxes will be payable in
the Netherlands in respect of the creation, subscription, offering and issue of
the Securities or the sale thereof on the date hereof to eligible purchasers.


 


Such
counsel may state that its opinion is limited only to the effect on the subject
transactions of the laws of the Netherlands;


 


(f)                                    Moore,
Vartires & Associates SCPA, Romanian counsel for the Company, shall
have furnished to you their written opinion, dated the Time of Delivery, in
form and substance satisfactory to you, to the effect that:


 


(i)                                     MobiFon has
been duly organized and is validly existing as a joint stock company under the
laws of Romania, with legal capacity to conduct its business as described in
the Offering Circular;


 


(ii)                                  All of the
issued shares of capital stock of MobiFon have been duly and validly authorized
and issued and are fully paid, and none of the outstanding shares of MobiFon
was issued in violation of the pre-emptive or other similar rights of any
shareholder of MobiFon arising under MobiFon’s contract of association.  109,665,055 shares of MobiFon are owned of
record by the Company, and to such counsel’s knowledge based solely upon its
review of MobiFon’s shareholders register and publicly available documents on
file at the Bucharest Trade Registry, such shares are not subject to any
usufruct or similar rights in favor of others. 
Except as stated in the Offering Circular, to such counsel’s knowledge
the shares of MobiFon owned by the Company are not subject to any adverse
claims, limitations on voting rights, options or other encumbrances;


 


(iii)                               Except as
stated in the Offering Circular, MobiFon possesses such Governmental Licenses
issued by the appropriate national or local regulatory agencies or bodies
necessary to conduct the business now operated by MobiFon as described in the
Offering Circular; MobiFon is in compliance in all material respects with the
terms and conditions of all such Governmental Licenses and with applicable
Romanian laws and regulations; and all of such Governmental Licenses are valid
and in full force and effect;


 


(iv)                              Other than
as set forth in the Offering Circular, to such counsel’s knowledge there are no
legal or governmental proceedings pending or threatened to which MobiFon is a
party or of which any property or Governmental License of MobiFon


 


17





















 


is the subject which, if determined
adversely to MobiFon, would individually or in the aggregate have a material
adverse effect on the current or future consolidated financial position, shareholder’s equity or results of
operations of MobiFon;


 


(v)                                 The issue
and sale of the Securities as described in the Offering Circular is not subject
to Romanian law, and the issue and sale of the Securities as described in the
Offering Circular and the compliance by the Company with all of its obligations
under the Operative Documents does not violate the provisions of the
organizational documents of MobiFon and will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument identified on Annex III-B hereto or any Romanian
statute or any order, rule or regulation of any governmental agency or
body of Romania having jurisdiction over the Company or MobiFon or any of their
properties.  The issuance and sale of the
Securities as described in the Offering Circular and the compliance by the
Company with all of its obligations under the Operative Documents does not
violate any order issued by a Romanian court having jurisdiction over the
Company or MobiFon or any of their properties of which such counsel has
knowledge;


 


(vi)                              No consent,
approval, authorization, order, registration or qualification of or with any
Romanian court or governmental agency or body is required for the issue and
sale of the Securities or the consummation by the Company of the transactions
contemplated by the Operative Documents;


 


(vii)                           MobiFon’s
business as described in the Offering Circular does not violate its
organizational documents.  To such
counsel’s knowledge, MobiFon is not otherwise in violation of its
organizational documents or in default in the performance or observance of any
material obligation, covenant or condition contained in any agreement or
instrument identified on Annex III-B hereto; and


 


(viii)                        The
statements set forth in the Offering Circular under the captions “Risk
Factors—Risks Relating to the Notes—Insolvency laws in Romania could have a
negative effect on our ability to service and repay the notes,” “Risk
Factors—Risks Relating to Our Business—We are subject to governmental
regulation and licensing requirements, which may increase our operating costs
and may dictate where and how we operate,” “Governance Structure and
Shareholders Arrangements—MobiFon Governance Structure” (except with respect to
the Romanian GSM Cooperation Agreement), “Governance Structure and Shareholder
Arrangements—EBRD Share Retention Arrangement” (limited only to the security
interest over MobiFon shares), “Governance Structure and Shareholders
Arrangements—MobiFon Contract of Association,” (except with respect to the
Vodafone Waiver Letter dated 12 December 2000), “Business—Regulation,” “Business—Legal
Proceedings” and “Description of Other Indebtedness—MobiFon Working Capital
Facilities” (limited only to the working capital facility with ABN AMRO
(Romania) S.A.), insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate descriptions of the relevant provisions
in all material respects;


 


Such
counsel may state that its opinion is limited only to the effect on the subject
transactions of the laws of Romania;


 


18





















 


(g)                                 Altheimer &
Gray, special
English counsel for the Company, shall have furnished to you their written
opinion, dated the Time of Delivery, in form and substance satisfactory to you,
to the effect that:


 


(i)                                     The issue and sale of the Securities as
described in the Offering Circular and the compliance by the
Company with all of its
obligations under the Operative Documents will not conflict with
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any agreement or instrument identified on Annex III-C hereto;


 


(ii)                                  To such counsel’s knowledge, MobiFon is
not in default in the performance or observance of any material
obligation, covenant or condition contained in any agreement or instrument identified on Annex III-C hereto;
and


 


(iii)                               The
statements set forth in the Offering Circular under the captions “Governance Structure
and Shareholder Arrangements—Other Arrangements,” “Governance Structure and
Shareholder Arrangements—EBRD Share Retention Arrangement” (except with respect
to the security interest over MobiFon shares), “Description of Other
Indebtedness—MobiFon Senior Credit Facility” and “Description of Other
Indebtedness—MobiFon Working Capital Facilities” (limited to the working
capital facility with Citibank S.A.), insofar as they purport to describe the
provisions of the documents referred to therein, are accurate descriptions of the relevant
provisions in all material respects;


 


Such
counsel may state that its opinion is limited only to the effect on the subject
transactions of the laws of England and Wales;


 


(h)                                 On the date
of the Offering Circular prior to the execution of this Agreement and also at
the Time of Delivery, Ernst & Young LLP shall have furnished to you a
letter or letters, dated the respective dates of delivery thereof, in form and
substance satisfactory to you, to the effect set forth in Annex II hereto;


 


(i)                                     As of the
date hereof and the Time of Delivery, (i) neither the Company nor any of
its subsidiaries shall have sustained since the date of the latest audited
financial statements included in the Offering Circular any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated in the
Offering Circular, and (ii) since the respective dates as of which
information is given in the Offering Circular there shall not have been any
change in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change,
in or affecting the general affairs, management, financial position,
shareholder’s equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Offering
Circular, the effect of which, in any such case described in clause (i) or
(ii), is in the judgment of the Purchasers so material and adverse as to make
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in this
Agreement and in the Offering Circular;


 


(j)                                     On the date
hereof through the Time of Delivery (i) no downgrading shall have occurred
in the rating accorded the Company’s debt securities by any “nationally
recognized statistical rating organization”, as that term is defined by the
Commission for purposes of Rule


 


19





















 


436(g)(2) under the
Act, and (ii) no such organization shall have publicly announced that it
has under surveillance or review, with possible negative implications, its
rating of any of the Company’s debt securities;


 


(k)                                  On or after
the date hereof there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange or on NASDAQ; (ii) a
suspension or material limitation in trading in Telesystem International
Wireless Inc.’s securities on the Toronto Stock Exchange; (iii) a general
moratorium on commercial banking activities declared by either Federal or New
York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States; (iv) a
change or development involving a prospective change in Dutch taxation
affecting the Company, the Securities or the transfer thereof or the imposition
of new exchange controls by the United States or the Netherlands, (v) the
outbreak or escalation of hostilities involving the United States, the
Netherlands or Romania or the declaration by the United States, the Netherlands
or Romania of a national emergency or war; or (vi) the occurrence of any
other calamity or crisis or any change in financial, political or economic
conditions in the United States, the Netherlands, Romania or elsewhere, if the
effect of any such event specified in clause (iv) or (v) in the
judgment of the Purchasers makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities on the terms and in
the manner contemplated in the Offering Circular;


 


(l)                                     The
Securities have been designated for trading on PORTAL if requested by the
Purchasers;


 


(m)                               The Offering
Circular shall have been filed with the Luxembourg Stock Exchange;


 


(n)                                 The Trustee
shall have received (with a copy for the Purchasers) on the Time of Delivery:


 


(i)                                   appropriately completed copies, which have been duly authorized for filing
by the appropriate Person, of Uniform Commercial Code financing statements
naming the Company as a debtor and the Trustee as the secured party, or other
similar instruments or documents to be filed under the UCC in all jurisdictions
as may be necessary or, in the reasonable opinion of the Trustee and its
counsel, desirable to perfect the security interests of the Trustee pursuant to
the Security Documents (collectively, the “Filing Statements”); and


 


(ii)                                such other approvals, opinions, or documents as the Trustee may reasonably
request in form and substance reasonably satisfactory to the Trustee;


 


(o)                                 The Trustee
shall have received evidence satisfactory to the Trustee that the Trustee shall
have “control” (within the meaning of Section 9-104 of the UCC) over the
Debt Service Reserve Account; and


 


(p)                                 The Company
shall have furnished or caused to be furnished to you at the Time of Delivery
customary certificates of officers of the Company satisfactory to you as to the
accuracy of the representations and warranties of the Company herein at and as
of such Time of Delivery, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Time of Delivery, as
to the matters set forth in subsections (i) and (j) of this Section and
as to such other matters as you may reasonably request.


 


20





















 


8.                                       (a)                                  The Company
will indemnify and hold harmless each Purchaser against any losses, claims, damages
or liabilities, joint or several, to which such Purchaser may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or
the Offering Circular, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein, in the light of circumstances
under which they were made, not misleading, and will reimburse each Purchaser
for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Circular or
the Offering Circular or any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by any Purchaser
through Goldman, Sachs & Co. expressly for use therein.


 


(b)                                 Each
Purchaser will indemnify and hold harmless the Company against any losses,
claims, damages or liabilities to which the Company may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or
the Offering Circular, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact or necessary to make the statements therein, in the light of circumstances
under which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Preliminary Offering Circular or the Offering Circular or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Purchaser through Goldman, Sachs &
Co. expressly for use therein; and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.


 


(c)                                  Promptly
after receipt by an indemnified party under subsection (a) or (b) above
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
such subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsection.  In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such subsection for
any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation.  No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution


 


21





















 


may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.


 


(d)                                 If the
indemnification provided for in this Section 8 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Purchasers on the other from
the offering of the Securities.  If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Purchasers
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations.  The relative benefits received by the Company
on the one hand and the Purchasers on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Purchasers, in each case as set forth in the
Offering Circular.  The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand or the Purchasers on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Company and
the Purchasers agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata
allocation (even if the Purchasers were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this subsection (d), no Purchaser shall be required to contribute any
amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were
offered to investors exceeds the amount of any damages which such Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
The Purchasers’ obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.


 


(e)                                  The
obligations of the Company under this Section 8 shall be in addition to
any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Purchaser
within the meaning of the Act; and the obligations of the Purchasers under this
Section 8 shall be in addition to any liability which the respective
Purchasers may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.


 


22





















 


9.                                       (a)                                  If any
Purchaser shall default in its obligation to purchase the Securities which it
has agreed to purchase hereunder, you may in your discretion arrange for you or
another party or other parties to purchase such Securities on
the terms contained herein.  If within
thirty-six hours after such default by any Purchaser you do not arrange for the
purchase of such Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Securities on such terms.  In the event that, within the respective
prescribed periods, you notify the Company that you have so arranged for the
purchase of such Securities, or the Company notifies you that it has so arranged
for the purchase of such Securities, you or the Company shall have the right to
postpone the Time of Delivery for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the Offering
Circular, or in any other documents or arrangements, and the Company agrees to
prepare promptly any amendments to the Offering Circular which in your
reasonable opinion may thereby be made necessary.  The term “Purchaser” as used in this
Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Securities.


 


(b)                                 If, after
giving effect to any arrangements for the purchase of the Securities of a
defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above,
the aggregate principal amount of such Securities which remains unpurchased
does not exceed one-eleventh of the aggregate principal amount of all the
Securities, then the Company shall have the right to require each non-defaulting
Purchaser to purchase the principal amount of Securities which such Purchaser
agreed to purchase hereunder and, in addition, to require each non-defaulting
Purchaser to purchase its pro rata share (based on the principal amount of
Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Purchaser from liability for its default.


 


(c)                                  If, after
giving effect to any arrangements for the purchase of the Securities of a
defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above,
the aggregate principal amount of Securities which remains unpurchased exceeds
one-eleventh of the aggregate principal amount of all the Securities, or if the
Company shall not exercise the right described in subsection (b) above
to require non-defaulting Purchasers to purchase Securities of a defaulting
Purchaser or Purchasers, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Purchaser or the Company, except
for the expenses to be borne by the Company and the Purchasers as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8 hereof;
but nothing herein shall relieve a defaulting Purchaser from liability for its
default.


 


10.                                 The
respective indemnities, agreements, representations, warranties and other
statements of the Company and the several Purchasers, as set forth in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Purchaser or any controlling person of any Purchaser, or the Company, or
any officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.


 


11.                                 If this
Agreement shall be terminated pursuant to Section 9 hereof, the Company
shall not then be under any liability to any Purchaser except as provided in
Sections 6 and 8 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Purchasers through you for all


 


23





















 


out-of-pocket expenses
approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Purchasers in making preparations for the purchase,
sale and delivery of the Securities, but the Company shall then be under no
further liability to any Purchaser except as provided in Sections 6 and 8
hereof.


 


12.                                 In all
dealings hereunder, you shall act on behalf of each of the Purchasers, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Purchaser made or given by you jointly or by Goldman, Sachs & Co.
on behalf of you as the representatives.


 


All
statements, requests, notices and agreements hereunder shall be in writing, and
if to the Purchasers shall be delivered or sent by mail, telex or facsimile
transmission to you in care of Goldman,
Sachs & Co., 85 Broad
Street, New York, New York 10004, Attention: Registration Department; and if to
the Company shall be delivered or sent by mail, telex or facsimile transmission
to the address of the Company set forth in the Offering Circular,
Attention:  Secretary; provided, however, that any notice to a Purchaser pursuant
to Section 8(c) hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Purchaser at its address set forth in its
Purchasers’ Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by you upon request.  Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.


 


13.                                 This
Agreement shall be binding upon, and inure solely to the benefit of, the
Purchasers, the Company and, to the extent provided in Sections 8 and 10
hereof, the officers and directors of the Company and each person who controls
the Company or any Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement.  No purchaser of any of the Securities from
any Purchaser shall be deemed a successor or assign by reason merely of such
purchase.


 


14.                                 Time shall
be of the essence of this Agreement.


 


15.                                 This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.


 


16.                                 The Company
hereby submits to the non-exclusive jurisdiction of the Federal and state
courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.  The Company
irrevocably appoints CT Corporation System, as its authorized agent in the
Borough of Manhattan in The City of New York upon which process may be served
in any such suit or proceeding, and agrees that service of process upon such
agent, and written notice of said service to the Company, by the person serving
the same to the address provided in Section 12, shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding.  The Company further agrees
to take any and all action as may be necessary to maintain such designation and
appointment of such agent in full force and effect for the period of seven
years from the date of this agreement.


 


17.                                 In respect
of any judgment or order given or made for any amount due hereunder that is
expressed and paid in a currency (the “judgment currency”) other than U.S.
dollars, the Company will indemnify each Purchaser against any loss incurred by
such Purchaser as a result of any variation between (i) the rate


 


24





















 


of exchange at which the
U.S. dollar amount is converted into the judgment currency for the purpose of
such judgment or order and (ii) the rate of exchange at which a Purchase
is able to purchase U.S. dollars with the amount of the judgment currency
actually received by such Purchaser, provided
that such Purchaser shall have made reasonable efforts to mitigate any such
exchange losses.  The foregoing indemnity
shall constitute a separate and independent obligation of the Company and shall
continue in full force and effect notwithstanding any such judgment or order as
aforesaid.  The term “rate of exchange”
shall include any premiums and costs of exchange payable in connection with the
purchase of or conversion into U.S. dollars.


 


18.                                 This
Agreement may be executed by any one or more of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but
all such respective counterparts shall together constitute one and the same
instrument.


 


19.                                 The Company
is authorized, subject to applicable law, to disclose any and all aspects of
this potential transaction that are necessary to support any U.S. federal
income tax benefits expected to be claimed with respect to such transaction,
and all materials of any kind (including tax opinions and other tax analyses)
related to those benefits, without the Purchasers imposing any limitation of
any kind.


 


25





















 


If
the foregoing is in accordance with your understanding, please sign and return
to us counterparts hereof, and upon the acceptance hereof by you, on behalf of
each of the Purchasers, this letter and such acceptance hereof shall constitute
a binding agreement between each of the Purchasers and the Company.  It is understood that your acceptance of this
letter on behalf of each of the Purchasers is pursuant to the authority set
forth in a form of Agreement among Purchasers, the form of which shall be
submitted to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MobiFon Holdings B.V.

  
	
   

  	
   

  
	
   

  	
  By: ClearWave N.V., its Management Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted as of the
  date hereof:

  	
   

  
	
   

  	
   

  
	
  Goldman, Sachs & Co.

  	
   

  
	
  Lazard Frères & Co. LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  	
   

  	
   

  



 


26





















 


SCHEDULE I


 


	
  Purchaser

  	
   

  	
  Principal

  Amount of

  Securities

  to be

  Purchased

  	
   

  
	
  Goldman, Sachs &
  Co

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  Lazard Frères &
  Co. LLC

  	
   

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  225,000,000

  	
   

  



 





















 


ANNEX I


 


(1)                                  The Securities have not been and will not be
registered under the Act and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S under the Act or pursuant to an exemption from the
registration requirements of the Act. 
Each Purchaser represents that it has offered and sold the Securities,
and will offer and sell the Securities (i) as part of their distribution
at any time and (ii) otherwise until 40 days after the later of the
commencement of the offering and the Time of Delivery, only in accordance with Rule 903
of Regulation S, Rule 144A or pursuant to Paragraph 2 of this Annex I
under the Act.  Accordingly, each
Purchaser agrees that neither it, its affiliates nor any persons acting on its
or their behalf has engaged or will engage in any directed selling efforts with
respect to the Securities, and it and they have complied and will comply with
the offering restrictions requirement of Regulation S.  Each Purchaser agrees that, at or prior to
confirmation of sale of Securities (other than a sale pursuant to Rule 144A)
or pursuant to Paragraph 2 of this Annex I, it will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Securities from it during the restricted period a
confirmation or notice to substantially the following effect:


 


“The Securities covered hereby have not been
registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may
not be offered and sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the later of the commencement of the offering and the
closing date, except in either case in accordance with Regulation S (or Rule 144A
if available) under the Securities Act. Terms used above have the meaning given
to them by Regulation S.”


 


Terms used in this paragraph have the meanings given to them by
Regulation S.


 


Each Purchaser further agrees that it has not
entered and will not enter into any contractual arrangement with respect to the
distribution or delivery of the Securities, except with its affiliates or with
the prior written consent of the Company.


 


(2)                                  Notwithstanding the foregoing, Securities in
registered form may be offered, sold and delivered by the Purchasers in the
United States and to U.S. persons pursuant to Section 3 of this Agreement
without delivery of the written statement required by paragraph (1) above.


 


(3)                                  Each Purchaser further represents and agrees
that (i) it has not offered or sold and, prior to the expiry of a period
of six months from the closing date, will not offer or sell any notes to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 (‘‘FSMA’’))
received by it in connection with the issue or sale of any notes in
circumstances in which section 21(1) of the FSMA does not apply to
the issuer; and (iii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
notes in, from or otherwise involving the United Kingdom.


 


I-1





















 


(4)                                  Each Purchaser agrees that it will not offer,
sell or deliver any of the Securities in any jurisdiction outside the United
States except under circumstances that will result in compliance with the
applicable laws thereof, and that it will take at its own expense whatever
action is required to permit its purchase and resale of the Securities in such
jurisdictions.  Each Purchaser
understands that no action has been taken to permit a public offering in any
jurisdiction outside the United States where action would be required for such
purpose.  Each Purchaser agrees not to
cause any advertisement of the Securities to be published in any newspaper or
periodical or posted in any public place and not to issue any circular relating
to the Securities, except in any such case with Goldman, Sachs & Co.’s
express written consent and then only at its own risk and expense.


 


I-2





















 


ANNEX II


 


Pursuant
to Section 7(h) of the Purchase Agreement, the accountants shall
furnish letters to the Purchasers to the effect that:


 


 


[Draft
comfort letter of E&Y attached hereto.]


 


II-1





















 


ANNEX III-A


 


Material
Agreements Referred to in Section 7(d)(viii)


 


 


Romania
GSM Cooperation Agreement, dated as of November 29, 1996, between
Telesystem International Wireless Corporation N.V. and AirTouch Europe B.V.


 


Letter
Agreement, dated as of December 12, 2000, between VodaFone Europe B.V. and
ClearWave N.V., TIW Holding (Cyprus) Limited, Telesystem International Wireless
Corporation N.V. and Telesystem International Wireless Inc.


 


III-A-1





















 


ANNEX III-B


 


Material
Agreements Referred to in Sections 7(f)(v) and (vii)


 


Security
Agreement Over Shares, dated as of August 27, 2002, among MobiFon S.A.,
Vodafone Europe B.V., ClearWave Holdings B.V., Deraso Holding BV, Dargate
Limited, Devaynes Holdings Limited, Upson Enterprises Limited, Commercial
Capital Emerging Markets Limited, European Bank for Reconstruction and
Development, Export Development Canada and Nordic Investment Bank.


 


Security
Agreement Over Movables, dated as of August 27, 2002, among MobiFon S.A.,
European Bank for Reconstruction and Development, Export Development Canada and
Nordic Investment Bank.


 


Security
Agreement Over Accounts, dated as August 27, 2002, among MobiFon S.A., ABN
Amro Bank (Romania) SA, Citibank Romania SA, Raiffeisen Bank SA, Banc Post SA,
Banca Comerciala “Ion Tiriac” S.A., Banca Comerciala Romana S.A., Banca Romana
Pentru Dezvoltare-Group Societe Generale, HVB Bank Romania SA, European Bank
for Reconstruction and Development, Export Development Canada and Nordic
Investment Bank.


 


Assignment
of Receivables, dated as of August 27, 2002, among MobiFon S.A., European
Bank for Reconstruction and Development, Export Development Canada and Nordic
Investment Bank.


 


Certificate
of General Authorization no. 782/December 24, 2002 issued by the National
Regulatory Authority for Communications (“ANRC”).


 


Numbering
License no. 1.1, dated February 14, 2003 and issued by the ANRC.


 


Romania
GSM Principal License no. 1104 for MobiFon S.A., dated November 29, 1996,
as amended and restated.


 


Romania
National P-MP License no. 2537/SI/22.12.2000 for MobiFon S.A.


 


Romania
Local P-MP Licenses nos. 2549/SI/22.12.2000, 2539/SI/22.12.2000,
2548/SI/22.12.2000, 2547/SI/22.12.2000, 2546/SI/22.12.2000, 2545/SI/22.12.2000,
2544/SI/22.12.2000, 2543/SI/22.12.2000, 2542/SI/22.12.2000, 2541/SI/22.12.2000,
2540/SI/22.12.2000.


 


Credit
Agreement, dated as of February 19, 1999, between MobiFon S.A. and ABN
AMRO Bank (Romania) S.A., as amended.


 


III-B-1





















 


ANNEX III-C


 


Material
Agreements Referred to in Sections 7(g)(i) and (ii)


 


Loan
Agreement, dated as of August 27, 2002, between MobiFon S.A. and European
Bank for Reconstruction and Development.


 


Loan
Agreement, dated as of August 27, 2002, between MobiFon S.A. and Export
Development Canada.


 


Loan
Agreement, dated as of August 27, 2002, between MobiFon S.A. and Nordic
Investment Bank.


 


Insurance
Assignment, dated as of August 27, 2002, among MobiFon S.A., European Bank
for Reconstruction and Development, Export Development Canada and Nordic
Investment Bank.


 


Share
Retention and Subordination Deed, dated as of August 27, 2002, among
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 and European Bank for Reconstruction and Development.


 


Working
Capital Facility Agreement, dated as of March 25, 1999, between Citibank
Romania S.A., as working capital lender, and MobiFon S.A., as borrower.


 


Deed
of Undertaking, dated as of March 19, 2003, among EEIF Melville B.V.,
ClearWave Holdings B.V., ClearWave N.V., Telesystem International Wireless Corporation
N.V. and Telesystem International Wireless Inc.


 


Supplemental
Agreement, dated as of        , 2000, among
Telesytem International Wireless Corporation N.V., ClearWave N.V. and the
Investors named therein.


 


Exit
Deed, dated as of March 19, 2003, among Telesystem International Wireless
Inc., Telesystem International Wireless Corporation N.V., ClearWave N.V.,
ClearWave Holdings B.V. and EEIF Melville B.V.


 


Amended
and Restated Exit Agreement, date as of         ,
2001, among Telesystem International Wireless Corporation N.V., ClearWave N.V.,
ROMSGSM Holdings Limited and the Investors named therein.


 


III-C-1