Exhibit 4.30


 


MOBIFON HOLDINGS B.V.


 


 (as Borrower)


 


 


- and -


 


 


VODAFONE INTERNATIONAL HOLDINGS B.V.


 


 (as Lender)


 










 


REVOLVING CREDIT FACILITY AGREEMENT


 


 


for the making of revolving Advances up to


 


one billion euro


 


(€1,000,000,000)


 


 










 





















 


This agreement is made on 2 June 2005 between


 


(1)                                  MOBIFON HOLDINGS B.V., a
company incorporated under the laws of The Netherlands whose registered office is at Rivium Quadrant 173-177, 15th Floor,
2909 LC Capelle aan den IJssel, The Netherlands (the “Borrower”);
and


 


(2)                                  VODAFONE
INTERNATIONAL HOLDINGS B.V., a company incorporated under the laws of The
Netherlands, whose registered office is at Rivium Quadrant 173-177, 15th
Floor, 2909 LC Capelle aan den IJssel, The Netherlands and (the “Lender”).


 


WHEREAS the
Lender is willing to make a committed revolving credit facility (the “Facility”) available to the Borrower on and subject to the
terms and conditions of this Agreement.


 


NOW IT IS
HEREBY AGREED as follows:


 


1.                                      Definitions and Construction


 


(a)                                  All expressions in this Agreement bearing a plural meaning shall
(where the context so admits) also bear the singular thereof, and vice versa.


 


(b)                                 All references in this Agreement to any statute or statutory
provision shall, unless the context otherwise requires, be construed as a
reference to such statute or statutory provision (including all instruments,
orders or regulations made thereunder or deriving validity therefrom) as in
force at the date of this Agreement and as subsequently re-enacted or
consolidated.


 


(c)                                  All Clause headings in this Agreement are for ease of reference
only, and shall not affect the interpretation of the Clauses which they head.


 


In this
Agreement:


 


“Advance” shall mean an
advance made or to be made by the Lender hereunder as reduced by any prepayment
or repayment thereof.


 


“Agreement” shall, unless
the context otherwise requires, be construed as a reference to this agreement,
as the same may from time to time be duly amended, varied, supplemented,
novated or replaced.


 


“Agreement Date” shall
mean 2 June 2005.


 


“Available Commitment”
means the Facility Amount less the amount of any outstanding Advances.  For the purpose of Clause 6, Advances which
are due to be repaid on or before the date of an Advance shall be deemed not to
be outstanding.


 


“Business Day” shall mean a day (other than a Saturday or Sunday) on which banks
and the interbank and foreign exchange markets are open for general business in
London and if a payment is required in euro, a TARGET Day.


 


“Commitment
Termination Date” shall mean 2 June 2008.


 


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“EURIBOR” means in relation to any
Advance or unpaid sum in euro


 


(a)                                  the
percentage rate per annum of the offered quotation for deposits in euro
determined by the Banking Federation of the European Union for a period equal
or comparable to the Fixture Period which appears on Bloomberg Page GPGX
509 8 1 EBF at or about 11.00 a.m. Brussels time two Business Days before
the first day of the Fixture Period; or


 


(b)                                if the
rate cannot be determined under paragraph (a) above, the rate determined
by the Lender as the rate quoted by Barclays Bank PLC to leading banks in the
European interbank market for the offering of deposits in euro for a period
equal or comparable to the Fixture Period at or about 11.00 a.m. Brussels
time two Business Days before the first day of the Fixture Period.


 


and for the
purpose of this definition, “Bloomberg Page GPGX 509 8 1 EBF” means the
display designated as GPGX 509 8 1 EBF on the Bloomberg service (or such other pages as
may replace GPGX 509 8 1 EBF on that service or such other service as may be
nominated by the Banking Federation of the European Union as the information
vendor for the purposes of displaying the Banking Federation of the European
Union rates for deposits in euro).


 


“Facility” shall mean the facility which the Lender has agreed to make
available to the Borrower upon the terms and subject to the conditions set out
in this Agreement and, save where the context otherwise requires, shall be
deemed to include all sums from time to time outstanding under the provisions
hereof, including principal, interest, costs and expenses.


 


“Facility
Amount” shall mean the amount
specified in Clause 2 as reduced pursuant to Clause 9.


 


“Finance
Document” means this Agreement
and any other document designated as such by the Lender and the Borrower.


 


“Fixture
Period” shall mean a period fixed
for the calculation of the applicable interest rate in accordance with the
provisions of Clause 7.


 


“Group” shall mean at any
time the group of companies, including holding companies and subsidiary
companies of which the Lender is part.


 


“Holding Company” shall
mean a company within the meaning of Section 736 of the Companies Act 1985
of England and Wales.


 


“Material Adverse Effect” means
a material adverse effect on or material adverse change in:


 


(a)                                  the financial condition, assets, prospects or business of the
Borrower;


 


(b)                                 the ability of the Borrower to perform or comply with its
obligations under any Finance Document; or


 


(c)                                  the validity, legality or enforceability of any Finance Document.


 


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“Senior Debt” means all present and future sums, liabilities and obligations
whatsoever (whether actual or contingent) which are now or may at any time
hereafter be due and owing (under any agreement, arrangement or otherwise) from
the Borrower to the holders of the Senior Notes on any ground whatsoever, other
than the Facility Amount.


 


“Senior Notes” means the 12.50% senior notes due 31 July 2010 issued by the
Borrower pursuant to an indenture dated 27 June 2003.


 


“Spot Rate” shall mean the
rate of exchange between EUR and another currency appearing on the Bloomberg
Service from time to time.


 


“Subsidiary”
shall mean a subsidiary within the meaning
of Section 736 of the Companies Act 1985 of England and Wales and a
subsidiary undertaking within the meaning of Section 258 of the Companies
Act 1985 of England and Wales.


 


“TARGET Day” shall mean a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is operating.


 


“VAT” shall
mean value added tax as provided for in the Value Added Tax Act 1994 of England
and Wales and any other tax of a similar nature.


 


2.                                      Facility Amount


 


The Facility Amount shall be the sum of up
to €1,000,000,000 (one billion euro).


 


3.                                      Purpose


 


Each Advance is being made available for
general corporate purposes.


 


4.                                      Availability


 


The Facility Amount will become available
for drawing by the Borrower subject to receipt by the Lender of the enclosed
duplicate of this Agreement duly signed on behalf of the Borrower.


 


5.                                      Commitment Period


 


The commitment period during which the
Facility Amount is available for drawing shall be the period from the Agreement
Date to the Commitment Termination Date.


 


6.                                      Drawings


 


When the Borrower wishes to make a drawing
hereunder it will give the Lender irrevocable notice not later than 11.00 a.m.
(London time) on the day on which the funds are required, in writing (or by
telephone, to be immediately confirmed in writing), specifying: the date the
funds are required (which must be a Business Day); the Fixture Period; and the
amount of the proposed drawing (which must be equal to or less than the
Available Commitment).


 


Funds under this Facility will be made available
to the Borrower in EUR by the Lender effecting a deposit in a bank account
which is kept in the name of


 


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the Borrower with Barclays Bank PLC, London
or any such bank account as may be advised in writing by the Borrower to the
Lender on or prior to the date of the Advance.


 


7.                                      Fixture Periods


 


(a)                                  Each Advance will be fixed for a Fixture Period of 1, 2, 3 or 6
months or any other period agreed by the Lender provided that the Borrower may
not select a Fixture Period that would mature later than the Commitment
Termination Date.


 


(b)                                 If any Fixture Period would end on a day which is not a Business
Day, such Fixture Period will be extended to the next succeeding Business Day,
unless that would take it into the next calendar month, in which case it shall
end on the preceding Business Day.


 


8.                                      Interest


 


Interest on each Advance will be calculated
on the basis of a year of 360 or days and the actual number of days elapsed and
will be paid in arrear at the end of each Fixture Period at a rate per annum
equal to EURIBOR plus a margin of 1.00% per cent. The Borrower or Lender may
amend the initial margin within 4 weeks of the initial drawing, having regard
to independent estimates of margins applicable to the Facility, whether this
results in a higher or lower margin.


 


The change in margin shall be effected by
the Lender writing to the Borrower, giving notification of the revised
margin.  The revised margin shall apply
to all further advances until otherwise amended.  In addition, the Borrower and Lender agree to
retrospectively adjust the interest rate on the then current and all previous
drawings under this Facility.  Any
subsequent payment between the parties to this Facility in this respect shall
be regarded as interest.


 


The Borrower shall pay accrued interest on
each Advance on the last day of the Fixture Period.


 


9.                                      Repayment, Prepayment and Cancellation


 


(a)                                  Change of Control:


 


Subject to the terms of the Senior Debt, in
the event that the Borrower ceases to be a Subsidiary of Vodafone Group Plc,
the Lender may by notice to the Borrower cancel the Facility and declare all
outstanding Advances immediately due and payable together with interest accrued
to the date of repayment and all other monies owing under the Facility
whereupon the Facility will be cancelled and all such outstanding amounts will
become immediately due and payable.


 


(b)                                 Repayment and Cancellation:


 


Subject to the terms of the Senior Debt:


 


(i)                                     The Borrower shall repay each Advance on the last day of its Fixture
Period to the Lender.


 


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(ii)                                    Subject to the terms of this Agreement, any amount repaid or prepaid
may be redrawn.


 


(iii)                               The Borrower may, if it gives notice to the Lender not later than
11.00 a.m. (London time), prepay the whole or any part of an Advance on
that day.


 


(iv)                              Any prepayment under this Agreement shall be made together with
interest accrued to the date of prepayment on the amount prepaid and subject to
payment of any Break Costs, without premium or penalty.


 


(v)                                 The Borrower may, at any time before the Commitment Termination
Date, cancel without penalty, the whole or part of the Facility Amount which is
for the time being undrawn.  The Facility
Amount will be reduced accordingly. Amounts cancelled will not be available for
re-drawing.


 


10.                               Subordination


 


Except as
permitted by Section 9 hereof, from the date hereof until the date on
which all Senior Debt shall have been irrevocably and unconditionally paid or
discharged in full, the Lender shall not directly apply for, or ask, demand,
sue or prove for, take or receive from the Borrower, by cash receipt, set-off
or in any other manner whatsoever, the whole or any part of the Facility
Amount, nor assign, charge or deal with the same or take any security from the
Borrower or any other party therefore.


 


11.                               Events of Default


 


Each of the events or circumstances set out
in this Clause 11 is an Event of Default.


 


(a)                                  The Borrower does not pay within four Business Days of the due date
any amount payable under this Agreement in the currency in which it is
expressed to be payable.


 


(b)                                 Any corporate action, legal proceedings or other procedure or step
is taken in relation to:


 


(i)                                     the suspension of payments, a moratorium on any indebtedness,
winding–up, dissolution, administration or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise) of the Borrower;


 


(ii)                                  a composition, assignment or arrangement with any creditor of the
Borrower;


 


(iii)                               the appointment of a liquidator, receiver, administrator,
administrative receiver, compulsory manager or other similar officer in respect
of the Borrower or any of its assets; or


 


(iv)                              enforcement of any mortgage, lien, charge or other security interest
over any assets of the Borrower


 


or any analogous procedure or step is taken
to those set out in (i) to (iv) above in any jurisdiction.


 


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(c)                                  The Borrower is unable or admits inability to pay its debts as they
fall due, suspends making payments on any of its debts or, by reason of actual
or anticipated financial difficulties, commences negotiations with one or more
of its creditors with a view to rescheduling any of its indebtedness.


 


(d)                                 Any expropriation, attachment, sequestration, distress or execution
affects any asset or assets of the Borrower.


 


(e)                                  The Lender determines, in its sole discretion, that a Material
Adverse Effect exists, has occurred or might occur in respect of the Borrower.


 


(f)                                    It becomes unlawful for the Borrower to perform any of its
obligations under this Agreement.


 


On and at any time after the occurrence of
an Event of Default the Lender may take one or both of the following actions:


 


(i)                                    by notice to the Borrower cancel the Facility whereupon it shall immediately
be cancelled;


 


(ii)                                  by notice to the Borrower declare that all Advances together with
accrued interest and all other amounts accrued or outstanding under this
Agreement be immediately due and payable whereupon they shall become due and
payable;


 


whereupon the Lender shall be the
Non-Defaulting Party and the Borrower the Defaulting Party.


 


12.                               Payments


 


(a)                                  All payments to be made by the Borrower under the Facility will be
made without deduction or withholding for or on account of any taxes, fees,
charges or levies unless such deduction or withholding is required by law.  If any such deduction or withholding is
required by law, the Borrower shall make the same within the time allowed and
in the minimum amount required by law and agrees to provide the Lender with
receipts evidencing payment of the same. 
The Lender and the Borrower shall co-operate in completing any
procedural formalities necessary for the Borrower to make payments under the
Facility without any deduction or withholding.


 


(b)                                 In the event that any such deduction or withholding is required by
law, the Lender may, in its sole discretion, by notice to the Borrower, require
the Borrower to pay such additional amounts as may be necessary to ensure the
Lender receives a net amount equal to the full amount which it would have
received had that relevant withholding or deduction not been so deducted or
withheld and, with effect from the date stated in such notice, (the “Effective Date”) the Borrower shall be obliged to pay to the
Lender such additional amounts in respect of all amounts falling due after the
Effective Date.


 


(c)                                  All payments to be made by the Borrower under the Facility shall be
deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by
the Lender to the Borrower in connection with the Facility, the Borrower shall
pay to the Lender an amount equal to the amount of the VAT.


 


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13.                               Overdue Payments


 


If and to the extent that full payment of
any amount due hereunder is not made by the Borrower on the due date then,
without prejudice to the other rights of the Lender, interest will be charged
on such overdue amount from the date of such default to the date payment is
received by the Lender (after as well as before judgment) calculated on the
basis of a year of 360 days and the actual number of days elapsed at the rate
comprising of 3.0 per cent per annum above EURIBOR for such successive periods
as the Lender, in its sole discretion, may from time to time determine, such
interest becoming due and payable at the end of each such period.


 


14.                               Currency of Amount


 


(a)                                  A repayment of an Advance or a part of an Advance shall be made in
the currency in which the Facility is denominated on its due date.


 


(b)                                 Each payment of interest shall be made in the currency in which the
sum in respect of which the interest is payable was denominated when that
interest accrued.


 


(c)                                  Each payment in respect of costs, expenses or taxes shall be made in
the currency in which the costs, expenses or taxes are incurred.


 


15.                               Change of Currency


 


Unless otherwise prohibited by law, if more
than one currency or currency unit are at the same time recognised by the
central bank of any country as the lawful currency of that country, then


 


(a)                                  any reference in the Facility to, and any obligations arising under
the Facility in, the currency of that country shall be translated into, or paid
in, the currency or currency unit of that country designated by the Lender; and


 


(b)                                 any translation from one currency or currency unit shall be at a
rate equal to the Spot Rate.


 


16.                               Increased Costs


 


(a)                                  Subject to Clause 16(d), the Borrower shall, within three
Business Days of a demand by the Lender, pay the Lender the amount of any
Increased Costs incurred by the Lender as a result of


 


(i)                                     the introduction of or any change in (or the interpretation,
administration or application of) any law or regulation; or


 


(ii)                                  compliance with any law or regulation made after the date of this
Agreement.


 


(b)                                 In this Agreement, “Increased Costs”
means:


 


(i)                                     a reduction in the rate of return from the Facility;


 


(ii)                                  an additional or increased cost; or


 


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(iii)                               a reduction of any amount due and payable under the Facility


 


which is incurred or suffered by the Lender
to the extent that it is attributable to the Lender having entered into this
Agreement or funding or performing its obligations under this Facility.


 


(c)                                  If the Lender intends to make a claim pursuant to Clause 16(a) it
shall notify the Borrower of the event giving rise to the claim.


 


(d)                                 Clause 16(a) shall not apply to the extent that any Increased
Cost is:


 


(i)                                     attributable to a tax deduction or withholding required by law to be
made by the Borrower pursuant to Clause 12; or


 


(ii)                                  attributable to the wilful breach by the Lender of any law or
regulation.


 


17.                               Set-off


 


Any amounts payable by one party to the
other after an Event of Default occurs, at the option of the Non-Defaulting
Party (and without prior notice to the Defaulting Party), may be reduced by its
set-off against any amounts (the “Other Amounts”)
payable (whether at such time or in the future or upon the occurrence of a
contingency) by the Non-Defaulting Party (irrespective of the currency or place
of payment of the obligation), including those amounts falling due under any
other agreements between the parties or instruments or undertakings issued or
executed by one party to, or in favour of, the other party and the Other
Amounts will be discharged promptly and in all respects to the extent it is so
set-off.  The Non-Defaulting Party will
as soon as reasonably practicable give notice to the Defaulting Party of any
set-off effected under this Clause 17.


 


If the amounts (or the relevant portion of
such amounts) to be set-off are denominated in different currencies, the
Non-Defaulting Party shall apply a rate equal to the Spot Rate on the day the
amounts to be set off are calculated.


 


If any obligation is unascertained, the
Non-Defaulting Party may in good faith estimate that obligation and effect a
set-off in respect of the amount so estimated, subject to the relevant party
accounting to the other when the obligation is ascertained.


 


Nothing in this Clause 17 shall be
effective to create a charge or other security interest. This Clause 17 shall
be without prejudice and in addition to any right of set-off, combination of
accounts, lien or other right to which any party is at any time otherwise
entitled whether by operation of law, contract or otherwise.


 


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18.                               Commitment Fee


 


The Borrower will pay to the Lender a
commitment fee, at the initial rate of 50% of the margin per cent per annum in
EUR calculated on a daily basis from the Agreement Date, on the basis of the
actual number of days elapsed and a year of 360 days on the undrawn and
uncancelled amount of the Facility.


 


The Borrower or Lender may amend the
initial rate within 4 weeks of the initial drawing, having regard to
independent estimates of rates applicable to the Facility, whether this results
in a higher or lower rate.


 


The change in rate shall be effected by the
Lender writing to the Borrower, giving notification of the revised rate.


 


The commitment fee will be payable
quarterly in arrear during the term of the Facility, the first such payment to
be made within 30 days of the next calendar quarter-end date from the date of
this Agreement and the last such payment on the Commitment Termination Date.


 


19.                               Changes in Circumstances


 


If at any time it is unlawful for the Lender
to make, fund or allow to remain outstanding all or any of the Advances made or
to be made by it hereunder or to provide the Facility hereunder, then that
Lender shall, promptly after becoming aware of the same, notify the Borrower,
and the Lender shall not after delivery of such notification be obliged to make
Advances hereunder and the Facility Amount shall be reduced to nil and the
Borrower shall on such date as that Lender shall have specified by notice in
writing (being the latest Business Day by which the relevant law requires that
the same be repaid) repay the outstanding Advances made by the Lender to it
together with accrued interest thereon.


 


20.                               Notices


 


Save as otherwise provided herein, each
notice, request, demand or other communication to be given or made hereunder
shall be (a) in English and (b) given in writing addressed in the
case of each party, to its address or fax number stated below or such other
address or fax number as notified to the relevant party in writing from time to
time.


 


	
  Lender:

  	
   

  	
  Borrower:

  
	
  VODAFONE INTERNATIONAL HOLDINGS B.V.

  	
   

  	
  MOBIFON HOLDINGS
  B.V.

  
	
  Rivium Quadrant 173-177

  15th Floor

  2909 LC Capelle aan den IJssel,

  The Netherlands

  	
   

  	
  Rivium Quadrant 173-177

  15th Floor

  2909 LC Capelle aan den IJssel,

  The Netherlands

  
	
  For the attention of:

  	
   

  	
  For the attention of

  
	
  Michiel Heere

  	
   

  	
  Michiel Heere

  
	
  Fax: +31 10 498 7722

  	
   

  	
  Fax: +31 10 498 7722

  



 


Any communication will only be effective if
by way of fax when received in legible form and if by way of letter when
delivered to the relevant address.


 


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21.                               Severance


 


If at any time any one or more provisions
contained in this Agreement is or becomes invalid, illegal or unenforceable in
any respect under the law of any applicable jurisdiction, neither the validity,
legality or enforceability of the remaining provisions hereof nor the validity
or enforceability of such provision under the law of any other jurisdiction
shall in any way be affected or impaired thereby.


 


22.                               Non-Waiver


 


No failure by the Lender to exercise and no
delay by the Lender in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise of any
right, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.


 


23.                               Break Costs


 


The Borrower shall on demand by the Lender
pay any costs incurred by the Lender as a result of all or part of an Advance
or any other sum due and payable being paid by the Borrower on a day other than
the last day of its Fixture Period for that Advance or any sum due and payable.


 


24.                               Assignment


 


Both the Lender and the Borrower may assign
or transfer by novation all or any parts of its rights and obligations under
this Facility to any company in its Group, provided it has received the prior
written consent of Vodafone Group Plc and that no Event of Default is continuing
where the Borrower is the Defaulting Party.


 


25.                               Amendments and Waivers


 


All amendments and waivers to this
Agreement must be made in writing and signed by the Lender and the Borrower.


 


26.                               Law


 


This Agreement shall be governed by and
construed in accordance with English law. 
The Borrower irrevocably submits to the non-exclusive jurisdiction of
the courts of England and waives any objections on the grounds of venue or
forum non conveniens or any similar grounds.


 


27.                               English Language


 


All notices or communications under or in
connection with this Agreement shall be in English.


 


28.                               Counterparts


 


This Agreement may be executed in any
number of counterparts, each of which shall constitute an original of one and
the same Agreement.


 


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29.                               Third Party Rights


 


Save as provided in Clause 24 a person who
is not a party to this Agreement shall have no right to enforce its terms under
the Contracts (Rights of Third Parties) Act 1999.


 


 


	
  Signed by

  
	
  for and on behalf of

  	
   

  	
   

  
	
  MOBIFON HOLDINGS B.V.

  
	
   

  
	
   

  
	
  Signed by

  
	
  for and on behalf of

  	
   

  	
   

  
	
  VODAFONE INTERNATIONAL HOLDINGS B.V.

  



 


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