0001204459-05-000199 Sample Contracts

TELESYSTEM INTERNATIONAL WIRELESS INC. as Issuer and THE HOLDERS identified within THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT May 6, 2004
Registration Rights Agreement • April 1st, 2005 • Telesystem International Wireless Inc • Radiotelephone communications • New York

Whereas certain shareholders of the Issuer and the Issuer are party to the Amended and Restated Registration Rights Agreement, dated December 14, 2001 (the "Original Registration Rights Agreement");

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225,000,000 12.50% Senior Notes due 2010 Purchase Agreement
Purchase Agreement • April 1st, 2005 • Telesystem International Wireless Inc • Radiotelephone communications • New York

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”).

Dated December 21, 2004
Share Transfer Agreement • April 1st, 2005 • Telesystem International Wireless Inc • Radiotelephone communications • New York
THIS SUPPLEMENTAL INDENTURE made as of the 5th day of February, 2002 and effective as of the Effective Date
Supplemental Indenture • April 1st, 2005 • Telesystem International Wireless Inc • Radiotelephone communications • Quebec

TELESYSTEM INTERNATIONAL WIRELESS INC. a company incorporated under the laws of Canada and having an office in the City of Montreal in the province of Quebec,

AGREEMENT
Agreement • April 1st, 2005 • Telesystem International Wireless Inc • Radiotelephone communications

OSKAR MOBIL A.S., a joint-stock company incorporated in the Czech Republic with registered number 25788001, with its seat at Praha 10, Vinohradská 167, PSČ 100 00, Czech Republic (the Company);

Dated July 22, 2004 - and -
Share Transfer Agreement • April 1st, 2005 • Telesystem International Wireless Inc • Radiotelephone communications • New York

DERASO HOLDINGS LIMITED, a company organised and existing under the laws of The Netherlands and having its registered office at c/o Private Equity Services (Amsterdam) B.V., Koningslaan 14, 1075 AC, Amsterdam, The Netherlands (" Deraso");

INDENTURE PROVIDING FOR THE ISSUE OF 7.00% EQUITY SUBORDINATED DEBENTURES DUE 2002
Telesystem International Wireless Inc • April 1st, 2005 • Radiotelephone communications • Quebec

TELESYSTEM INTERNATIONAL WIRELESS INC., a company incorporated under the laws of Canada and having an office in the City of Montreal in the Province of Quebec,

OSKAR MOBIL A.S. Purchase Agreement October 6, 2004
Telesystem International Wireless Inc • April 1st, 2005 • Radiotelephone communications • New York

Oskar Mobil a.s, a joint stock company organized under the laws of the Czech Republic (the “Issuer”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), €325,000,000 principal amount of its 7.50% first priority senior secured notes due 2011 (the “Notes”). As more fully provided in the Indenture referred to below, the Notes will be guaranteed by (a) Oskar Holdings N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (the "Parent Guarantor"), (b) Oskar Finance B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Oskar Finance”) and (c) any future subsidiary of the Parent Guarantor that (i) guarantees the Senior Credit Facility (as defined below) or other indebtedness of the Issuer, the Parent Guarantor, Oskar Fin

TELESYSTEM INTERNATIONAL WIRELESS INC. as Company and THE INVESTORS IDENTIFIED WITHIN as Investors THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT May 6, 2004
Rights Agreement • April 1st, 2005 • Telesystem International Wireless Inc • Radiotelephone communications

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of May 6, 2004 made by and among the Investors identified in Schedule ''A'' (each an ''Investor'' and collectively, the ''Investors'') and Telesystem International Wireless Inc. (the ''Company'')

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