Exhibit 4.2 MobiFon Holdings B.V. $225,000,000 12.50% Senior Notes due 2010 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • September 17th, 2003 • Mobifon Holdings Bv • New York
RECITALSService Agreement • September 17th, 2003 • Mobifon Holdings Bv
Exhibit 10.2 ROMANIA GSM COOPERATION AGREEMENTCooperation Agreement • October 15th, 2003 • Mobifon Holdings Bv • Radiotelephone communications • California
BETWEEN CLEARWAVE N.V. as Lender andSubordinated Loan Agreement • September 17th, 2003 • Mobifon Holdings Bv
RECITALSManagement Service Agreement • September 17th, 2003 • Mobifon Holdings Bv
MobiFon Holdings B.V. $225,000,000 12.50% Senior Notes due 2010 Purchase AgreementPurchase Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications • New York
Romania GSM Cooperation Agreement, dated as of November 29, 1996, between Telesystem International Wireless Corporation N.V. and AirTouch Europe B.V.
SUBORDINATED LOAN AGREEMENT (AS AMENDED)Subordinated Loan Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
TAX SHARING AGREEMENT by and between ClearWave N.V. and Mobifon Holdings B.V. Dated as of March 15, 2004Tax Sharing Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
EQUITY AGREEMENTEquity Agreement • May 19th, 2004 • Mobifon Holdings Bv • Radiotelephone communications • New York
The Company is the direct or indirect Subsidiary of each of the Parent Companies. As of the date hereof, each of the Parent Companies holds all of its Equity Interests in MobiFon, a Romanian corporation ("MobiFon"), through the Company. For so long as any of the Notes are outstanding, if any of the Parent Companies acquires Beneficial Ownership of any Equity Interests in MobiFon and the Company is not the direct and record holder of such Equity Interests, such Parent Company will, within 20 days (or such longer period as may be required under Section 4 of the Contract of Association of MobiFon., as in effect on the date hereof, to give effect to the rights of first refusal contained therein) of acquisition of Beneficial Ownership of such Equity Interests, transfer, or cause to be transferred, such Equity Interests to the Company, and the Company will become the direct and record holder of such Equity Interests. Such transfer may be accomplished through (a) a capital contribution, (b)
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
REVOLVING CREDIT FACILITY AGREEMENTRevolving Credit Facility Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications • England
DEED OF DISCHARGEDeed of Discharge • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications • England
SALE PURCHASE AGREEMENTSale Purchase Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
Vodafone International Holdings B.V. Rivium Quadrant 173 - 177, 15th floorRevolving Credit Facility Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
ContractLoan Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
Dated 30 June 2005 DARGATE LIMITED, MOBIFON HOLDINGS B.V., MOBIFON S.A. AND RADU RIZOIU ESCROW AGREEMENTEscrow Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
TERMINATION AGREEMENTTermination Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications • California
This Termination Agreement (this “Agreement”), is dated as of May 31, 2005, by and among Telesystem International Wireless Corporation, N.V., a company incorporated under the laws of the Netherlands (“TIWC”), MobiFon Holdings B.V., a company incorporated under the laws of the Netherlands(“MobiFon Holdings”), and Vodafone Europe B.V., a company incorporated under the laws of the Netherlands (“Vodafone”), and relates to the Romania GSM Cooperation Agreement, dated as of November 29, 1996 (the “Cooperation Agreement”) by and between TIWC and Vodafone (formerly known as AirTouch Europe B.V.), and the Undertaking of Adherence to Cooperation Agreement dated July 24, 2002 (the “Adherence Agreement”) executed by MobiFon Holdings (formerly known as ClearWave Holdings B.V.) pursuant to which MobiFon Holdings became a Party to the Cooperation Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Cooperation Agreement.
AGREEMENT AND DEED OF ASSIGNMENTAgreement and Deed of Assignment • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
Vodafone International Holdings B.V.Loan Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
Amendment to USD 465,350,458.00 Loan Agreement, dated 20 May 2005, between Mobifon Holdings B.V. (the “Borrower”) and Vodafone International Holdings B.V. (the “Lender”) (the “Facility”).
PROMISSORY NOTE ("Schuldbekentenis")Promissory Note • May 19th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
WHEREAS, the Obligor, the Payee and Deraso Holding B.V. ("Deraso"), inter alia, are parties to a Sale Transfer Agreement as to be signed, by and between the parties (thereinafter the "Agreement") respecting the sale and purchase of a number of 29,388,475 fully paid-up shares of MobiFon S.A. ("Mobifon"), each having a nominal value of ROL 3,750 (the "Shares"), substantially on and subject to the terms and conditions of and for a consideration set forth in the Agreement;
PROMISSORY NOTE ("Schuldbekentenis")Promissory Note • May 19th, 2004 • Mobifon Holdings Bv • Radiotelephone communications
Telesystem International Wireless, Inc., a public company incorporated under the laws of Canada, with its principal offices located Montreal, Canada, hereinafter referred to as "Payee";
ContractLoan Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
SALE PURCHASE AGREEMENTSale Purchase Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
FACILITY AGREEMENTFacility Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
SALE PURCHASE AGREEMENTSale Purchase Agreement • November 29th, 2005 • Mobifon Holdings Bv • Radiotelephone communications
