Exhibit 4.27


 


Dated 30 June
2005


 


DARGATE
LIMITED, MOBIFON HOLDINGS B.V., MOBIFON S.A. AND RADU RIZOIU


 


ESCROW
AGREEMENT


 


 


Linklaters Miculiti
Mihai & Asociatii


8 Nicolae
lorga


Sector 1,
010434 Bucharest Romania


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


WHEREAS:


 


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


 


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


 


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


 


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


 


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


 


1





















 


1             Appointment


 


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


 


2             Placing of documents under escrow


 


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


 


3             Duties of the Escrow Agent


 


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


 


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


 


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


 


4             Term


 


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


 


5             Termination


 


This Agreement is
terminated in the following cases:


 


(i)            upon expiry of its term;


 


2





















 


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


 


In case the term
of the Escrow Agreement has expired and the confirmation of the receipt of the
Closing Amount by the Seller’s bank was not received as provided at 3 (ii) above,
all the registrations in the Shareholders Registry and the endorsement of the
share certificates for all the Shares carried out by the Seller shall be annulled
subject to receipt by the Purchaser of a confirmation from the Seller’s bank
that the Closing Amount has not been credited to the Seller’s account.


 


6             Governing Law


 


This Agreement is governed by the laws of
Romania.


 


7             Counterparts


 


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


 


 


	
  Signatures:

  
	
   

  
	
  Dargate
  Limited

  
	
   

  
	
  by:
  Vasile Bontas

  
	
   

  
	
  Title:
  attorney

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Mobifon
  Holdings B.V.

  
	
   

  
	
  by:
  Cristina Vartopeanu

  
	
   

  
	
  Title:
  attorney

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Mobifon
  S.A.

  
	
   

  
	
  by:
  James Jackson

  
	
   

  
	
  Title:
  authorised representative

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Radu
  Rizoiu

  
	
   

  
	
  Signature:

  	
   

  	
   

  



 


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