Exhibit 4.32


 


AGREEMENT AND DEED OF ASSIGNMENT


 


The undersigned:


 


1.                                       ClearWave N.V., a limited liability company (naamioze vennootschap)
incorporated under the laws of The Netherlands, having its registered seat in
Amsterdam, The Netherlands, hereinafter referred to as: the “Assignor”, validly represented by Telesystem International Wireless
Corporation N.V. on its turn validly represented by C. van Ravenhorst and Y. Normand;


 


and


 


2.                                       Telesystem (Antilles) Corporation
N.V., incorporated under the
laws of the Netherlands Antilles, having its registered seat in Curacao;
hereinafter referred to as: the “Assignee”, validly
represented by (i) ING Trust (Antilles) N.V., incorporated under the laws of
the Netherlands Antilles, having its registered seat in Curacao, which company
is being represented by J. de Kok and S. M. Allee and (ii) C. van Ravenhorst,
and (iii) J.J. Jackson;


 


and


 


3.                                       Mobifon Holdings B.V., a limited liability company (besloten vennootschap)
incorporated under the laws of The Netherlands, having its registered seat in
Amsterdam, The Netherlands, validly represented by Clearwave N.V. by Telesystem
International Wireless Corporation N.V. on its turn validly represented by C.
van Ravenhorst and Y. Normand;


 


WHEREAS:


 


•                  the Assignor has three claims on Mobifon
Holdings B.V. in aggregate amounting to USD917,928,403 evidenced by (i) the
subordinated loan agreement (as amended) amounting to USD465,350,458 dated May 20,
2005, (ii) a promissory note (as amended) amounting to USD149,515,498
dated May 20, 2005 and (iii) a promissory note (as amended) amounting
to

USD 303,082,447 dated May 20, 2005, of which documents a copy is attached
to this agreement and deed of assignment (the “MHBV debts”);


•                  the Assignee has three claims on the Assignor
amounting to USD917,928,403 as set out in three loan agreements dated March 31,
2004, September 21, 2004 and January 12, 2005 (“TAC-CW debt”), which loan agreements are callable (opeisbaar) on demand;


•                  the Assignee has demanded full repayment of
the TAC-CW debt;


•                  the Assignor has agreed to assign (“cederen”) the MHBV debts to the Assignee as full repayment
of the TAC-CW debt.


 





















 


HEREBY AGREE AS FOLLOWS:


 


Section 1                       Assignment


 


1.1                                                         The Assignor hereby assigns the MHBV
debts as of today, May 20, 2005 as full repayment of the TAC-CW debt to
the Assignee, who hereby accepts such assignment and repayment.


 


Section 2                       Accessory Rights/Power of Attorney


 


2.1                                                         As a result of the assignment of the MHBV
debts, the Assignee acquires all accessory rights existing in respect of the
MHBV debts;


 


2.2                                                         The Assignor hereby grants to the Assignee an
irrevocable exclusive (“privatieve”) power
of attorney to exercise, on behalf of the Assignor, all rights which the
Assignor may have, insofar as such rights are of importance for the Assignee as
creditor in respect of the MHBV debts.


 


Section 3                       Notice of Assignment


 


By co-signing this agreement and deed of assignment, Mobifon Holdings
B.V. acknowledges on its own behalf and on behalf of its successors and assigns
that it has received notice of this agreement and deed of assignment and of the
assignment of the MHBV debts contained herein in accordance with Section 3:94
of the Dutch Civil Code.


 


Section 4                       Governing Law


 


This agreement and deed shall be governed by and
construed in accordance with the laws of the Netherlands.


 


 


Signed on
May 20, 2005


 


	
  Assignor

  	
  Assignee

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ C. van Ravenhorst

  	
   

  	
  /s/ S.M. Allee

  	
   

  
	
  By: C. van Ravenhorst

  	
  By: S.M. Allee

  
				



 


2





















 


	
  /s/ Y. Normand

  	
   

  	
  /s/ J. de Kok

  	
   

  
	
  By: Y. Normand

  	
  By: J. de Kok

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ C. van Ravenhorst

  	
   

  
	
   

  	
  By: C. van Ravenhorst

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: J.J. Jackson

  
	
   

  	
   

  
	
   

  	
   

  
	
  Mobifon Holdings B.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Y. Normand

  	
   

  	
   

  
	
  By: Y. Normand

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ C. van Ravenhorst

  	
   

  	
   

  
	
  By: C. van Ravenhorst

  	
   

  
								



 


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