LOAN AGREEMENT between HTCC HOLDCO I B.V. as Borrower and HUNGARIAN TELECOM FINANCE INTERNATIONAL LIMITED as Lender and INVITEL HOLDINGS A/S as Parent

Exhibit 4(b)1

LOAN AGREEMENT

between

HTCC HOLDCO I B.V.

as Borrower

and

HUNGARIAN TELECOM FINANCE INTERNATIONAL LIMITED

as Lender

and

INVITEL HOLDINGS A/S

as Parent

TABLE OF CONTENTS

				Page
1.		DEFINITIONS AND INTERPRETATION		3
2.		THE ADVANCES		7
3.		INTEREST		7
4.		CHANGES TO THE CALCULATION OF INTEREST		9
5.		INTEREST PERIODS AND PAYMENTS		10
6.		REPAYMENT		11
7.		SET-OFF		11
8.		REPRESENTATIONS		11
9.		UNDERTAKINGS		12
10.		EVENTS OF XXXXXXX		00
00.		FEES AND EXPENSES		14
12.		NOTICES		15
13.		AMENDMENTS		16
14.		ASSIGNMENT AND TRANSFER		16
15.		SEVERABILITY		16
16.		PARTIAL INVALIDITY		16
17.		REMEDIES AND WAIVERS		17
18.		CALCULATIONS AND CERTIFICATES		17
19.		LAW		17
20.		JURISDICTION		17
21.		SERVICE OF PROCESS		17
22.		INCONVENIENT FORUM		18
23.		WAIVER OF IMMUNITY		18
24.		WAIVER OF TRIAL BY JURY		18
25.		COUNTERPARTS		18
26.		RIGHTS OF THIRD PARTIES		18

THIS AGREEMENT is made on 16 December 2009

BETWEEN:

(1) HTCC HOLDCO I B.V., a company incorporated in The Netherlands (with registered number 34271024) with its registered office at Parnassustoren, Xxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (the “Borrower”);

(2) HUNGARIAN TELECOM FINANCE INTERNATIONAL LIMITED, a company incorporated in the Cayman Islands (registered number 230377) whose registered address is situated at Ogier Fiduciary Services (Cayman) Limited, Xxxxxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxx, PO Box 1234, Grand Cayman KY1-1108, Cayman Island (the “Lender”); and

(3) INVITEL HOLDINGS A/S, a company incorporated under the laws of Denmark with CVR number 31586224 and having its registered office at Xxxxxxxxxxxxx 0, XX-0000 Xxxxxxxxxx XX, Xxxxxxx (the “Parent”).

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Advance 1” means the amount of EUR133,937,095.61 due by the Borrower to the Lender as the purchase price for the rights of the Lender under the Loan Agreement, dated 2 November 2009, between the Lender as lender, Magyar Telecom B.V. (“Magyar”) as borrower and the Parent, which rights have been or will be assigned by the Lender to the Borrower on the date of this Agreement pursuant to the Novation Agreement, dated the date hereof, among the Borrower, the Lender, Magyar, Matel Holdings N.V. and the Parent.

“Advance 2” means EUR157,520,342.30, being the principal and interest due in respect of certain PIK Notes due by the Borrower to the Lender as of the date of this Agreement, in respect of which the Borrower and the Lender wish to enter into a new agreement relating to the terms of repayment thereof, which new obligation will be designated as “Advance 2” under this Agreement, with the PIK Notes which formerly represented such obligation being cancelled promptly following execution of this Agreement.

“Advance 1 Interest Rate” means 20 per cent. per annum above EURIBOR for the relevant Interest Period.

“Advance 2 Interest Rate” means 10.25 per cent. per annum above EURIBOR for the relevant Interest Period.

“Advances” means Advance 1 and Advance 2 and “Advance” means either of them.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Break Costs” means the amount (if any) by which:

(a) the interest which the Lender should have received for the period from the date of receipt of all or any part of its participation in the Advances or an Unpaid Sum to the last day of the current Interest Period in respect of the Advances or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Cayman Islands, Budapest, Paris and Amsterdam and (in relation to any date for payment or purchase of euro) which is also a TARGET Day.

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment by way of security, trust arrangement or security interest of any kind securing any obligation of any person (including without limitation title transfer and/or retention arrangements having similar effect).

“EURIBOR” means, in relation to the Advances:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the relevant Interest Period) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Lender at its request quoted by the Reference Banks to leading banks in the European interbank market,

as of 11 a.m. (Brussels time) on the Quotation Day for the offering of deposits in euro for a period comparable to the relevant Interest Period. If EURIBOR is calculated pursuant to paragraph (b) of this definition, the Lender shall promptly provide the Borrower with details of the relevant calculation.

“Event of Default” means any of the events or circumstances specified in Clause 10 (Events of Default).

“Holding Company” means, in relation to any particular person, any person of which such particular person is a Subsidiary.

“Interest Period” means each period determined in accordance with Clause 3 (Interest Periods and Payment).

“Interest Rate” means the Advance 1 Interest Rate and the Advance 2 Interest Rate, as applicable.

“Legal Reservations” means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction.

“Limitation Acts” means the Limitation Xxx 0000 and the Foreign Limitation Periods Xxx 0000.

“Maturity Date” means 15 December, 2024.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

“Parent Group” means the Parent and its Subsidiaries from time to time.

“PIK Notes” means the EUR125,000,000 Floating Rate Senior PIK Notes Due 2013 originally issued by Invitel Holdings N.V. and in respect of which the obligations of Invitel Holdings N.V. were subsequently assumed by the Borrower.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period unless market practice differs in the European interbank market, in which case the Quotation Day will be determined by the Lender in accordance with market practice in the European interbank Market (and if quotations would normally be given by leading banks in the European interbank market on more than one day, the Quotation Day will be the last of those days).

“Reference Banks” means the principal offices in London of Credit Suisse International, JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc or such other banks as may be appointed by the Lender in consultation with the Borrower.

“Relevant Jurisdiction” means each jurisdiction in which the Parent or the Borrower is incorporated or formed or in which such person has its principal place of business or owns any material assets or in which any action contemplated by this Agreement takes place or is to take place.

“Screen Rate” means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the appropriate page of the Telerate screen. If the relevant page is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower.

“Subordinated Debt” means, at any time, any present or future liability (actual or contingent) payable, outstanding or owing under or in connection with any other indebtedness of:

(i) the Parent or any Subsidiary of the Parent (other than the Borrower or a Subsidiary of the Borrower); or

(ii) the Borrower that by its terms or by law is subordinated to the Advances (other than any indebtedness of the Borrower owed to a Subsidiary of the Borrower),

in each case, whether or not matured and whether or not liquidated.

“Subordinated Event of Default” means any event of default (however described) under any document pursuant to which any Subordinated Debt is issued, made available or outstanding from time to time.

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person, for which purpose “control” means either ownership of more than 50 per cent. of the voting share capital (or equivalent right of ownership) of such company or entity or power to direct its policies and management whether by contract or otherwise or the right to receive more than 50 per cent. of any distributions (of whatever nature) made in respect of the share capital or other ownership interests of such company or entity.

“TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November, 2007.

“TARGET Day” means any day on which TARGET is open for the settlement of payments in euro.

“Tax Deduction” means a deduction or withholding for or on account of tax from a payment under this Agreement.

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under this Agreement.

1.2 Interpretation

(a) References in this Agreement to (or to any provisions of, or definitions contained in) this Agreement or any other document shall be construed as references to this Agreement, that provision or definition, or document in force for the time being and as amended from time to time.

(b) Headings are for ease of reference only and shall be ignored in the interpretation of this Agreement.

(c) In this Agreement, unless the context otherwise requires:

(i) a reference to the Parent, the Borrower or the Lender shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) references to clauses are to be construed as references to the clauses of this Agreement;

(iii) words importing the singular shall include the plural and vice versa;

(iv) references to persons shall include any firm, body corporate, company, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of any two or more of the foregoing; and

(v) references to indebtedness shall include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent.

2. THE ADVANCES

2.1 Subject to the terms and conditions of this Agreement, the Borrower agrees that it will repay Advance 1 to the Lender in accordance with the terms and conditions of this Agreement.

2.2 Subject to the terms and conditions of this Agreement, the Borrower agrees that it will repay Advance 2 to the Lender in accordance with the terms and conditions of the Agreement, as a result the Lender and the Borrower will procure that EUR 157,520,342.30 in PIK Notes (being the principal and interest due in respect of certain PIK Notes due by the Borrower to the Lender as of the date of this Agreement and corresponding to the amount of Advance 2) held by the Lender will be cancelled promptly following execution of this Agreement.

3. INTEREST

3.1 Interest on Advance 1 during each Interest Period will be calculated at the Advance 1 Interest Rate for that Interest Period.

3.2 Interest on Advance 2 during each Interest Period will be calculated at the Advance 2 Interest Rate for that Interest Period.

3.3 Interest shall accrue in euro, on a daily basis on the principal amount of each Advance outstanding and shall be payable in accordance with Clause 3.4 or, as the case may be, Clause 3.5 below.

3.4 If requested by the Lender at least 2 Business Days prior to the last day of the applicable Interest Period (or on such later date as the Borrower may agree), on the last day of an Interest Period, the interest accrued during that Interest Period shall be capitalised and added to the amount of each Advance. Any such accrued interest shall, after being so capitalised, be treated as part of the principal amount of each Advance and shall bear interest and shall be payable in accordance with the provisions of this Agreement.

3.5 If the Lender does not request that interest accrued during an Interest Period be capitalised in accordance with Clause 3.4 above:

(a) such accrued interest (together with any other accrued and unpaid interest that has not been capitalised) shall be paid in full on the earlier of (i) the Maturity Date and (ii) the date on which each Advance is repaid in full (and for the avoidance of doubt such accrued interest shall not at any time be treated as part of the outstanding amount of the relevant Advance); and

(b) the Borrower shall pay to the Lender, on the earlier of (i) the Maturity Date and (ii) the date on which each Advance is repaid in full, a fee equal to the additional amount of interest which would have accrued and/or been payable during the term of this Agreement had the Lender requested that such accrued interest be capitalised in accordance with Clause 3.4 above (the amount of such fee to be calculated by the Lender and notified, together with details of the relevant calculation, to the Borrower as soon as reasonably practicable prior to (and in any event, provided that the Borrower provides the Lender with at least 4 Business Days notice of the relevant payment date, not less than 2 Business Days prior to) the date on which that fee is payable).

3.6 In addition and without prejudice to any fee or other amount payable pursuant to Clause 3.5 above:

(a) Advance 1: on a prepayment or repayment (in whole or in part) of any amount of Advance 1, the Borrower shall pay to the Lender on the date of such prepayment or repayment a fee (the “Advance 1 Repayment Fee”) equal to 4.5 per cent. of the principal amount of Advance 1 so prepaid or repaid (excluding interest capitalised pursuant to Clause 3.4 and provided that amounts paid pursuant to Clause 3.5(b) will not be treated as a repayment of principal).

(b) Advance 2: on a prepayment or repayment (in whole or in part) of any amount of Advance 2, the Borrower shall pay to the Lender on the date of such prepayment or repayment the prepayment and repayment prices set out below, together with any accrued and un-capitalised interest up to and including the date of such prepayment or repayment.

Repayment date		Prepayment and repayment price
15 July 2009 to 14 July 2010		102	%
15 July 2010 to 14 July 2011		101	%
15 July 2011 and thereafter		100	%

3.7 The Borrower shall make all payments to be made by it to the Lender under this Agreement without a Tax Deduction, unless a Tax Deduction is required by law.

3.8 If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

3.9 If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Lender evidence satisfactory to the Lender that the Tax Deduction has been made or, as applicable, the appropriate payment paid to the relevant tax authority.

3.10 The Borrower shall on demand pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been directly or indirectly suffered for or on account of tax (including any stamp duty, registration or other similar tax) by the Lender in respect of this Agreement provided that such loss, liability or cost does not result from the failure of the Lender to make any filing or perform any other administrative act or from any unreasonable delay in making a filing or performing administrative acts, in each case, to the extent that such filing or act is within the control of the Lender.

3.11 All interest shall be calculated on the basis of a 360 day year and on the actual number of days elapsed.

3.12 If the Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is 1 per cent. per annum higher than the Interest Rate applicable to each Advance from time to time. Each Interest Period in respect of any overdue amount will be determined in accordance with Clause 5.2. Any interest accruing under this Clause 3.12 shall be immediately payable by the Borrower on demand by the Lender.

3.13 All consideration expressed to be payable under this Agreement by any party to the Lender shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by the Lender to any party in connection with this Agreement, that party shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT. Where this Agreement requires any party to reimburse the Lender for any costs or expenses, that party shall also at the same time pay and indemnify the Lender against all VAT incurred by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that it is not entitled to credit or repayment of the VAT.

4. CHANGES TO THE CALCULATION OF INTEREST

4.1 Subject to Clause 4.2 below, if EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11 a.m. (Brussels time) on the Quotation Day, the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

4.2 If a Market Disruption Event occurs in relation to any Interest Period, then the Lender shall promptly notify the Borrower of such event and the rate of interest on the relevant Advance for that Interest Period shall be the rate per annum which is the sum of:

(a) (i) in relation to Advance 1, 20 per cent. per annum; and (ii) in relation to Advance 2, 10.25 per cent. per annum; and

(b) the rate notified to the Borrower by the Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Lender of funding its participation in an Advance from whatever source it may reasonably select (for this purpose, excluding from the cost of funding any contractual margin over EURIBOR payable by the Lender (or its Affiliates, as applicable) on its own financing facilities).

4.3 In this Agreement “Market Disruption Event” means:

(a) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Lender to determine EURIBOR for the relevant Interest Period; or

(b) before close of business in Paris on the Quotation Day for the relevant Interest Period, the Lender notifies the Borrower that the cost to it of obtaining matching deposits in the European interbank market would be in excess of EURIBOR.

4.4 If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

4.5 The Borrower shall, within 3 Business Days of demand by the Lender (such demand to be accompanied by a certificate stating the amount and calculation of the relevant Break Costs), pay to the Lender its Break Costs attributable to all or any part of an Advance or any Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for such Advance or that Unpaid Sum.

5. INTEREST PERIODS AND PAYMENTS

5.1 The first Interest Period in respect of each Advance will start on the date of this Agreement and (i) in relation to Advance 1, end on the date six (6) Months after the date of this Agreement; and (ii) in relation to Advance 2, end on the date three (3) Months after the date of this Agreement. Subject to Clause 5.2 below, each subsequent Interest Period will start on the expiry of the preceding Interest Period and (i) in relation to Advance 1, end on the date six (6) Months after such date; and (ii) in relation to Advance 2, end on the date three (3) Months after such date.

5.2 Any Interest Period which would otherwise extend beyond the Maturity Date shall expire on the Maturity Date. The Interest Period relating to any Unpaid Sum (including any Interest Period starting on or after the Maturity Date) will be for such duration as is selected by the Lender (acting reasonably).

5.3 The Lender and the Borrower may enter into such other arrangements as they may agree for the adjustment of any Interest Period and/or the Interest Rate.

5.4 Any payment obligation of the Borrower under this Agreement may be satisfied by the Parent or any of its Subsidiaries and any such payment shall be deemed to have been made by the Borrower (in each case provided that (i) payment by any person other than the Borrower does not have any adverse consequences for the Lender and (ii) such payment would not result in a breach of Clause 10(a)).

6. REPAYMENT

6.1 The Borrower must repay the Advances (including all capitalised interest) in full on the Maturity Date together with all accrued interest and all other amounts due from the Borrower under this Agreement.

6.2 If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this Agreement, the Lender shall apply that payment towards the obligations of the Borrower in such order and in such manner as the Lender may in its sole discretion elect. Any application made by the Lender will override any appropriation by the Borrower.

7. SET-OFF

7.1 The Lender may set off any matured obligation due from the Borrower under this Agreement against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

7.2 All payments to be made by the Borrower under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

8. REPRESENTATIONS

8.1 Each of the Parent and the Borrower represents and warrants to the Lender on the date of this Agreement that:

(a) it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation or organisation;

(b) it has all requisite power to execute, deliver and perform its respective obligations under this Agreement and, in the case of the Borrower, to repay the Advances upon the terms set forth in this Agreement; all necessary

corporate, shareholder or other action has been taken by it to authorise the execution, delivery and performance of the same; no limitation on the powers of the Borrower to borrow or to repay advances will be exceeded as a result of the transactions contemplated by this Agreement;

(c) this Agreement constitutes a legal, valid and binding obligation of each of the Parent and the Borrower, enforceable against each of the Parent and the Borrower in accordance with the terms of this Agreement (subject to the Legal Reservations);

(d) the entry into, exercise of its rights under and performance and compliance with its obligations under this Agreement do not conflict with:

(i) any law or regulation applicable to it;

(ii) its constitutional documents; or

(iii) any agreement or instrument binding on it or any of its assets in any material respect;

(e) under the law and practice at the date of this Agreement the Borrower is not required to make any withholding or deduction for or on account of tax from any payment to be made to or for the account of the Lender under this Agreement; and

(f) it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge by paid in any Relevant Jurisdiction on or in relation to this Agreement and this Agreement is in proper form for its enforcement in the courts of any Relevant Jurisdiction.

8.2 The representations and warranties in:

(a) paragraphs (a) and (b) of Clause 8.1 shall be deemed to be repeated by each of the Parent and the Borrower on and as of the first day of each Interest Period as if made by reference to the facts and circumstances existing on each such day; and

(b) paragraphs (c), (d) and (f) of Clause 8.1 shall be deemed to be repeated by each of the Parent and the Borrower on and as of the date of any merger or other consolidation of the Parent or the Borrower with any person as if made by reference to the facts and circumstances existing on each such day.

9. UNDERTAKINGS

9.1 Each of the Parent and the Borrower undertakes to the Lender that, unless otherwise agreed in writing by the Lender, from the date of this Agreement and so long as any monies are owing under this Agreement or remain available for drawing by the Borrower:

(a) it will (and, in the case of the Parent, will procure each of its Subsidiaries will) ensure that the proceeds of any issue of shares, securities convertible into shares or other equity or debt instruments (or any other raising of debt finance) by the Parent or any of its Subsidiaries which is a Holding Company of the Borrower (the “Proceeds”) are directly or indirectly applied in prepayment of the Advances (together with all accrued interest and other amounts due or outstanding under this Agreement) within 3 Business Days of receipt by the relevant member of the Parent Group of such proceeds; and

(b) it will not (and, in the case of the Parent, will procure that none of its Subsidiaries will) create, assume, incur or otherwise permit to be outstanding any Subordinated Debt with a repayment or maturity date falling prior to 15 December 2024; and

(c) upon the request of the Lender, it will execute and deliver such further documents and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Agreement.

9.2 In the event of any merger or other consolidation of the Parent or the Borrower with any person, the Parent and/or the Borrower, as the case may be, shall execute such documents and take such action as the Lender may reasonably require so as to ensure that:

(a) the successor entity remains bound by the terms of this Agreement as the Parent or, as the case may be, the Borrower; and

(b) the Lender has the same rights against the successor entity as it would have acquired had the successor entity been an original party to this Agreement as the Parent or, as the case may be, the Borrower.

9.3 Each of the Parent and the Borrower acknowledges and agrees that:

(a) the Lender may be irreparably harmed by a breach of any term of this Clause 9 and damages may not be an adequate remedy; and

(b) the Lender may be granted an injunction or specific performance for any threatened or actual breach of any term of this Agreement.

10. EVENTS OF DEFAULT

If:

(a) any amount due and payable under this Agreement is not paid on the due date in the currency and manner stipulated in this Agreement (unless the failure to pay is caused by administrative or technical errors and payment is made promptly and in any event within 3 Business Days); or

(b) (i) any administrative or other receiver is appointed of the Borrower or any part of its assets and/or undertakings or (ii) any other legal proceedings are taken which are not irrevocably discharged or withdrawn within 28 days of the commencement thereof to enforce any Encumbrance over all or any part of the assets of the Borrower; or

(c) the Borrower is declared bankrupt (in staat van faillissement verklaard) or enters into a preliminary or definitive moratorium (in voorlopige of definitive surseance van betaling gaan) pursuant to the Dutch Bankruptcy Act (Faillissementswet); or

(d) any steps are taken or negotiations commenced by the Borrower or by any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the Borrower and any group or class of its creditors generally; or

(e) any petition is presented and is not discharged within 14 days or other step is taken for the purpose of winding up the Borrower (not being a petition which the Borrower can demonstrate to the satisfaction of the Lender, by providing an opinion of counsel (acceptable to the Lender (acting reasonably)) to that effect, is frivolous, vexatious or an abuse of the process of the court or relates to a claim to which the Borrower has a good defence and which is being vigorously contested by the Borrower) or an order is made or resolution passed for the winding up of the Borrower or a notice is issued convening a meeting for the purpose of passing any such resolution other than for the purpose of an amalgamation or reconstruction previously approved in writing by the Lender; or

(f) there occurs, in relation to the Borrower in any country or territory in which it carries on business or to the jurisdiction of which courts any part of its assets is subject, any event which corresponds with, or has an effect equivalent or similar to, any of those mentioned in paragraphs (b) to (e) inclusive or the Borrower (subject always to equivalent grace periods as are referred to in such clauses being exceeded) otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or liquidation,

then, in any such event and at any time thereafter, the Lender may, in its sole discretion, by notice in writing to the Borrower declare all or any part of each Advance, together with accrued interest and all other amounts accrued, due or outstanding under this Agreement, to be immediately due and payable and, upon such declaration, such sums shall become immediately due without further demand or other notice of any kind, all of which are hereby expressly waived by the Borrower.

11. FEES AND EXPENSES

11.1 The Borrower will promptly on demand pay to the Lender the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in connection with the negotiation, preparation, printing and execution of this Agreement.

11.2 If the Borrower requests an amendment, waiver or consent under this Agreement the Borrower shall, within three Business Days of demand:

(a) reimburse the Lender for the amount of all costs and expenses (including reasonable legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request; and

(b) the Borrower shall, within three Business Days of demand, pay to the Lender the amount of all costs and expenses (including reasonable legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, this Agreement.

11.3 The Borrower hereby irrevocably authorises the Lender to add any amount payable pursuant to Clause 11.1 above (subject to the limit set out therein) to the amount of Advance 2.

12. NOTICES

12.1 Any communication in connection with this Agreement must be in writing and, unless otherwise stated, may be given in person, by post or fax, or any other electronic communication approved by all the parties to this Agreement.

12.2 The address and facsimile numbers of the Lender for all notices under, or in connection with, this Agreement are:

Hungarian Telecom Finance International Limited

Ogier Fiduciary Services (Cayman) Limited,

Xxxxxxxxxx Xxxxx,

Xxxxx Xxxxxx Xxxxxx,

XX Xxx 0000, Xxxxx Xxxxxx XX0-0000,

Xxxxxx Island

Attention: Xxxx Xxxxxx

12.3 The address and facsimile numbers of the Borrower for all notices under, or in connection with, this Agreement are:

x/x Xxxxxxx Xxx.

Xxxxxx Xxxxxxx xxxx 0-00

0000 Xxxxxxx Xxxxxxx

Attention: Chief Financial Officer

Facsimile No: x00 0000 0000

or such other as the Borrower may notify to the Lender by not less than ten (10) days’ notice.

12.4 The address and facsimile numbers of the Parent for all notices under, or in connection with, this Agreement are:

x/x Xxxxxxx Xxx.

Xxxxxx Xxxxxxx xxxx 0-00

0000 Xxxxxxx Xxxxxxx

Attention: Chief Financial Officer

Facsimile No: x00 0000 0000

or such other as the Parent may notify to the Lender by not less than ten (10) days’ notice.

12.5 Any communication to be made or delivered pursuant to this Agreement shall only be effective:

(a) if by way of facsimile, when received legibly by the recipient; or

(b) if by way of letter, when left at the relevant address or (as the case may be) two days after being deposited in the post first class postage prepaid in an envelope addressed to it at that address,

and, if addressed to the department or officer specified in Clause 12.2, 12.3 or 12.4 (as the case may be) above.

12.6 Any notice given under or in connection with this Agreement must be in English.

13. AMENDMENTS

No amendment, waiver, supplementation or modification in relation to this Agreement shall be effective unless such amendment, waiver, supplementation or modification is entered into in writing and signed, in the case of an amendment, supplementation or modification, by all the parties hereto and, in the case of a waiver, by the party against whom the waiver is to be effective.

14. ASSIGNMENT AND TRANSFER

14.1 Neither the Parent nor the Borrower may assign any of its rights or benefits or transfer any of its rights, benefits or obligations under this Agreement without the prior written consent of the Lender.

14.2 The Lender may assign any of its rights and benefits and/or transfer (by novation or otherwise) any of its rights, benefits and obligations under this Agreement to, or enter into any sub-participation or similar arrangement in relation to this Agreement.

15. SEVERABILITY

If a provision in this Agreement becomes illegal, invalid or unenforceable in any jurisdiction, that shall not effect the validity or enforceability in that jurisdiction or any other provision of this Agreement or the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

16. PARTIAL INVALIDITY

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

17. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

18. CALCULATIONS AND CERTIFICATES

18.1 In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

18.2 Any certificate or determination by the Lender of a rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

19. LAW

This Agreement and non-contractual obligations connected with it are governed by English law.

20. JURISDICTION

20.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

20.2 The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

20.3 This Clause 20 and Clause 22 below are for the benefit of the Lender only. As a result, nothing in this Agreement shall (or shall be construed so as to) limit the right of the Lender to take proceedings against the Borrower in the courts of any country in which the Borrower has assets or in any other court of competent jurisdiction nor shall the takings of proceedings in any one or more jurisdictions preclude the Lender from taking proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

21. SERVICE OF PROCESS

Without prejudice to Clause 20.3 above, each party accordingly submits irrevocably to the jurisdiction of the English courts. Without prejudice to any other mode of service:

(a) the Borrower irrevocably appoints Law Debenture Corporate Services Limited and the Lender irrevocably appoints Ogier Corporate Services (UK) Limited as their respective agents for service of process in relation to any proceedings before the English courts in connection with this Agreement;

(b) the parties agree to maintain such an agent for service of process in England for so long as any amount is outstanding under this Agreement;

(c) the parties agree that failure by a process agent to notify such party of the process will not invalidate the proceedings concerned;

(d) the parties consent to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause 12 (Notices); and

(e) the parties agree that if the appointment of any person mentioned in paragraph (a) above ceases to be effective, the relevant party shall immediately appoint a further person in England to accept service of process on its behalf in England, and failing such appointment within fifteen (15) days, the other party is entitled to appoint such person by notice to the relevant party.

22. INCONVENIENT FORUM

The Borrower waives any objection it may have now or hereafter to the laying of venue of any action or proceedings in any court or jurisdiction referred in Clause 20 (Jurisdiction) and any claim it may have now or hereafter that any action or proceedings brought in such courts or jurisdiction has been brought in an inconvenient forum.

23. WAIVER OF IMMUNITY

To the extent the Borrower may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Borrower hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

24. WAIVER OF TRIAL BY JURY

Each party to this Agreement waives any right it may have to a jury trial of any claim or cause of action in connection with or arising out of this Agreement or any transaction contemplated by this Agreement. This Agreement may be filed as a written consent to trial by court.

25. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same instrument.

26. RIGHTS OF THIRD PARTIES

No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce a term of this Agreement.

SIGNATURES

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

BORROWER

HTCC HOLDCO I B.V.

/ Xxxxxxxx Xxxx/

By: Szabolcs Xxxxxx Xxxx

Title: Director

/Xxxx Xxxxxxxx van Rijn/

By: Xxxx Xxxxxxxx van Rijn

Title: Director

LENDER

/ Xxxx Xxxxxx/

By: Xxxx Xxxxxx

Title: Director

PARENT

INVITEL HOLDINGS A/S

/Xxxxxx Xxx/

By: Xxxxxx Xxx

Title: CEO

/Xxx Xxxxxx/

By: Xxx Xxxxxx

Title: CFO