BRIDGE LOAN AGREEMENT

EXHIBIT 10.3

THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY FINANCE DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY FINANCE DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES TO IT OUTSIDE OF AUSTRIA AND AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO ANY BRIDGE FINANCE DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY BRIDGE FINANCE DOCUMENT TO AN AUSTRIAN ADDRESSEE

March 3, 2008

BRIDGE LOAN AGREEMENT

MAGYAR TELECOM B.V.

as Borrower

arranged by

MERRILL LYNCH INTERNATIONAL

and

BNP PARIBAS

as Mandated Lead Arrangers and Bookrunners

with

BNP PARIBAS TRUST CORPORATION UK LIMITED

as Security Agent

and

MERRILL LYNCH INTERNATIONAL

as Administrative Agent

TABLE OF CONTENTS

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iii

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The Registrant has omitted the contents of certain schedules from the SEC Filing. The Registrant will furnish a copy of any omitted content from any schedule to the Commission or its staff upon request.

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THIS BRIDGE LOAN AGREEMENT , dated as of March 3, 2008 (this “ Credit Agreement ”) is made in London by and among:

(a) MAGYAR TELECOM B.V., a company incorporated in The Netherlands (registered number 33286951) with its registered office at Laan van Kronenburg 8, 1183 AS Amstelveem, The Netherlands (the “ Borrower ”);

(b) THE PERSONS listed in Schedule 1 as original guarantors (the “ Original Guarantors ”);

(c) MERRILL LYNCH INTERNATIONAL, as Administrative Agent;

(d) BNP PARIBAS TRUST CORPORATION UK LIMITED, as Security Agent;

(e) the LENDERS party hereto;

(f) MERRILL LYNCH INTERNATIONAL and BNP PARIBAS, as mandated lead arrangers, bookrunners and syndication agents (the “ Mandated Lead Arrangers ”); and

(g) MERRILL LYNCH INTERNATIONAL BANK LIMITED, LONDON BRANCH and BNP PARIBAS, as underwriters (the “ Underwriters ”).

The parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Defined Terms

As used in this Credit Agreement, the following terms shall have the meanings specified below:

“ Acceptable Bank ” means:

(a) a Lender;

(b) any bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch or A1 or higher by Moody’s or a comparable rating from an internationally recognized credit rating agency; or

(c) any other bank or financial institution approved by the Administrative Agent (acting reasonably).

“ Accession Document ” means a document substantially in the form set out in Exhibit C with such amendments as the Administrative Agent and the Borrower may agree.

“ Accounting Principles ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, in the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.

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“ Accounts ” means each set of financial statements required to be prepared by a member of the Group and supplied to the Administrative Agent pursuant to Section 5.1.

“ Acquisition ” means the acquisition by Invitel of Memorex on the terms of the Acquisition Documents.

“ Acquisition Agreement ” means the sale and purchase agreement entered into between Invitel and the Vendor relating to the Acquisition.

“ Acquisition Documents ” means the Acquisition Agreement and the Disclosure Letter and any other document designated as an “Acquisition Document” by the Administrative Agent and the Borrower.

“ Action ” has the meaning specified in Section 12.2.

“ Additional Guarantor ” means a member of the Group which becomes a Guarantor after the date of this Credit Agreement pursuant to Section 10.5.

“ Administrative Agent ” means Merrill Lynch International, acting as agent pursuant to ARTICLE XIII or any successor or replacement Administrative Agent, acting in such capacity.

“ Administrative Party ” means an Arranger, the Administrative Agent or the Security Agent.

“ Affected Party ” means any Lender, any beneficial owner which controls any Lender, and their respective successors and assigns.

“ Affected Person ” has the meaning specified in Section 5.3

“ Affiliate ” means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “ control ” (including with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise. Neither the Lenders nor any of their Affiliates will be treated as an Affiliate of the Borrower or any of its Subsidiaries for purposes of this Credit Agreement.

“ Agent’s Spot Rate of Exchange ” means the Administrative Agent’s spot rate of exchange for the purchase of the relevant currency in the London foreign exchange market with the Base Currency as of 11:00 a.m. on a particular day.

“ Applicable Margin ” means in relation to any Loan, initially, the greater of (i) 4.25 percent per annum and (ii) 0.50 percent per annum over the FRN Spread to Maturity at the Completion Date; provided that:

(a) from the date falling six months after the Completion Date up to the date falling nine months after the Completion Date, the Applicable Margin shall be the greater of (i) 4.75 percent per annum and (ii) 0.50 percent per annum over the FRN Spread to Maturity at the date falling six months after the Completion Date;

(b) from the date falling nine months after the Completion Date up to the Initial Maturity Date, the Applicable Margin shall be the greater of (i) 5.25 percent per annum and (ii) 0.50 percent per annum over the FRN Spread to Maturity at the date falling nine months after the Completion Date; and

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(c) at and from the Initial Maturity Date to the Extended Maturity Date, the Applicable Margin shall be 6.25 percent per annum.

“ Arrangers ” means the Mandated Lead Arrangers and the Underwriters.

“ Asset Sale ” means the disposal of an asset by a member of the Group to a person who is not a member of the Group, other than:

(a) where an asset (not being shares or any other ownership interest in a person) is to be (and is) replaced by another asset of or substantially similar type for use in the Group’s business (being a fixed asset in the case of a disposal of a fixed asset) within 12 months of the date of disposal and pending such replacement the Net Proceeds of that disposal are deposited in a holding account; or

(b) any Permitted Disposal.

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

“ Associated Company ” of a person means (i) any other person which is directly or indirectly controlled by, under common control with or controlling such person or (ii) any other person owning beneficially and/or legally directly or indirectly 20 percent or more of the equity interest in such person or 20 percent of whose equity interest is owned beneficially and/or legally directly or indirectly by such person. For the purposes of this definition the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person whether through the ownership of interests or voting securities, by contract or otherwise.

“ Austrian Capital Maintenance Rules ” has the meaning given to that term in Section 10.2.

“ Austrian Guarantor ” means any Guarantor established under the laws of Austria as a corporation ( Gesellschaft mit beschränkter Haftung; Aktiengesellschaft ) or as a limited partnership ( Kommanditgesellschaft ) with its general partners ( Komplementäre ) being corporations.

“ Authorization ” means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration.

“ Authorized Officer ” means any officer of the Borrower authorized to sign Utilization Notices and, in the case of the Borrower or any other Obligor or Security Provider, any other notices, requests or confirmations referred to in this Credit Agreement or relating to the Bridge Loans granted hereunder.

“ Bankruptcy Law ” means (a) the U.S. Bankruptcy Code of 1978 or (b) any other law of the United States (or any political subdivision thereof), Hungary (or any political subdivision thereof), Romania (or any political subdivision thereof), the Republic of Turkey, the European Union (or any political subdivision thereof) or the laws of any other jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

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“ Base Case Model ” means the banking base case model agreed between the Borrower and the Arrangers.

“ Base Currency ” means euro.

“ Base Currency Equivalent ” means:

(a) for an amount expressed or denominated in any currency other than the Base Currency, the equivalent of that amount in the Base Currency converted at the Agent’s Spot Rate of Exchange on the date of the relevant calculation; and

(b) for an amount expressed or denominated in the Base Currency, that amount.

“ beneficial owner ” and “ beneficial ownership ”, as used in the definition of “Affected Party”, has the meaning as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States or any successor.

“ Borrower ” has the meaning specified in the preamble to this Credit Agreement.

“ Borrowed Money ” means Indebtedness (including, for the avoidance of doubt, but without double counting, any guarantees of such Indebtedness) in respect of (i) money borrowed or raised and debit balances at banks, (ii) any bond, note, loan stock, debenture or similar debt instrument, (iii) acceptance or documentary credit facilities, (iv) receivables sold or discounted (otherwise than on a non-recourse basis), (v) payments for assets or services acquired which provide for such payments to be deferred for a period of 180 days or more after the relevant assets or services were supplied and accepted, (vi) hire purchase contracts, (vii) principal elements of rental payments under Finance Leases, (viii) guarantees, bonds, standby letters of credit or other instruments issued in connection with the performance of contracts to the extent that the same are treated as borrowings in accordance with the generally accepted principles and practices used in the preparation of the most recent audited financial statements of the Group delivered to the Administrative Agent under this Credit Agreement (ix) derivative transactions entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account) and any other transaction (including without limitation forward sale or purchase agreements and issues of redeemable shares) having the commercial effect of a borrowing or raising of money entered into for the purpose of financing a person’s operational or capital requirements provided that in making any calculation of Borrowed Money under this Credit Agreement no Indebtedness shall be taken into account more than once.

“ Bridge Borrower High Yield Notes ” means the high yield notes to be issued by the Borrower to refinance the Bridge Loan.

“ Bridge Borrower High Yield Notes Documents ” means the documentation required to implement the issue of the Bridge Borrower High Yield Notes, including without limitation, the Bridge Borrower High Yield Notes, the Indenture and the guarantees.

“ Bridge Finance Document ” means:

(a) this Credit Agreement as may be amended from time to time;

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(b) the Bridge Notes; or

(c) any Related Document.

“ Bridge Finance Parties ” means the Lenders and the Administrative Parties.

“ Bridge Loan ” means a loan made by any Lender to the Borrower pursuant to Section 2.1(a) the proceeds of which will be applied as provided for in Section 2.1(c).

“ Bridge Note ” means a promissory note of the Borrower in the form attached as Exhibit B hereto evidencing the Bridge Loan and (if applicable) the Term Loan of any Lender.

“ Budget ” means:

(a) In relation to the period ending December 31, 2007, the Base Case Model in agreed form to be delivered by the Borrower to the Administrative Agent pursuant to Part 1 of Schedule 2; and

(b) In relation to any other period, any budget delivered by the Borrower to the Administrative Agent in respect of that period pursuant to Section 5.3.

“ Business Day ” means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Budapest and if on that day a payment in or a purchase of euro is to be made, which is also a TARGET Day.

“ Capital Stock ” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests.

“ Cash ” means cash in hand (or in transit or in cash registers or payments made by checks or debit cards or credit cards which are yet to be received in cleared funds) and credit balances or amounts on deposit with an Acceptable Bank which are freely transferable and freely convertible and accessible by a member of the Group within 90 days or held in a blocked account and not subject to any Security (other than one arising under the Transaction Security Documents).

“ Cash Equivalent Investments ” means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) debt securities maturing within one year after the relevant date of calculation which are not convertible or exchangeable into any other security, are rated either A-1 or higher by S&P or Fitch or P-1 or higher by Moody’s (or, if no rating is available in respect of the debt securities, the issue of which has, in respect of its long-term debt obligations, an equivalent rating);

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(d) open market commercial paper not convertible or exchangeable to any other security:

(i) for which a recognized trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by S&P or Fitch or P-1 or higher by Moody’s, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(e) bills of exchange issued in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State eligible for rediscount at the relevant central bank and accepted by an Acceptable Bank (or any dematerialized equivalent);

(f) any investment accessible within 90 days in money market funds which have a credit rating of either A-1 or higher by S&P or Fitch or P-1 or higher by Moody’s and which invest substantially all their assets in securities of the types described in sub-paragraphs (a) to (e) above; or

(g) any other debt security approved by the Majority Lenders,

in each case, to which any member of the Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than one arising under the Transaction Security Documents) and is denominated and payable in freely transferable and freely convertible currencies and the proceeds of which are capable of being remitted to a member of the Group.

“ Change of Control ” means:

(a) prior to a Primary Offering, TDC ceases to own (directly or indirectly) more than 50 percent of the voting shares of HTCC;

(b) following a Primary Offering, TDC ceases to own (directly or indirectly) more than 30 percent of the voting shares of HTCC and any person or persons acting in concert owns a greater percentage of the voting shares of HTCC than TDC;

(c) HTCC ceases to own (directly or indirectly) 100 percent of the issued share capital of the Borrower;

(d) the Borrower ceases to own (directly or indirectly) 100 percent of the issued share capital of the Major Companies (other than (i) 99.983 percent of the issued share capital of Invitel and (ii) Euroweb Romania);

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(e) the Borrower ceases to own (directly or indirectly) 95 percent of the issued share capital of Euroweb Romania; or

(f) the occurrence of a change of control event under the indenture governing the €200 million aggregate principal amount Floating Rate Senior Notes due 2013 issued by HTCC Holdco II B.V. and assumed by the Borrower, the indenture governing the €142 million aggregate principal amount of 10   ³ / 4 % Senior Notes due 2012 issued by the Borrower, the indenture governing the €125 million aggregate principal amount of Floating Rate Senior PIK Notes due 2013 initially issued by Invitel Holdings N.V. and assumed by Holdco I B.V. and under the indenture governing any high yield bond offering issued by the Borrower, HTCC or any intermediate Holding Company (in each case, whether or not such indenture is outstanding or in effect at the time).

“ Clean-Up Date ” means the date falling 135 days after the Completion Date.

“ Collateral ” means any assets in which a Security Interest has been granted (or is purported to be granted) pursuant to any Transaction Security Document to secure all or a part of the Obligations, the Loans or any other Bridge Finance Document.

“ Commitment ” means:

(a) for any Lender falling within paragraph (a) of the definition thereof, the relevant amount set forth opposite such Lender’s name as set out on Schedule 4 of this Credit Agreement and the amount of any other Commitment which it acquires; and

(b) for any other Lender, the amount of any Commitment which it acquires,

in each case to the extent not cancelled, transferred or reduced under this Credit Agreement.

“ Commitment Letter ” means that letter dated December 19, 2007 by and among the Borrower and the Arrangers setting out the Arrangers’ commitments related to the Loans.

“ Completion ” means the completion of the Acquisition in accordance with clause 6 of the Acquisition Agreement.

“ Completion Date ” means the date of the Completion and the first utilization of the Bridge Loan.

“ Consolidated EBITDA ” means, in respect of each Quarterly Period or Twelve Month Period, without regard to unrealized exchange losses or gains, the Net Income of the HTCC Group plus any depreciation, amortization, other non-cash expenses (excluding pre-paid expenses), tax and interest expense, less any non-cash income (excluding deferred income) and interest income less (to the extent not already deducted in the calculation of Net Income) any payments pursuant to paragraphs (d) or (f) of the definition of Permitted Payments but (i) excluding any extraordinary income (other than any such income directly related to the performance by a member of the HTCC Group of its specific obligations under any concession contract or any Telecommunications Laws which may otherwise be included as extraordinary income under the Accounting Principles), net of any tax paid or payable in respect of such income, of the HTCC Group during the relevant period and (ii) to the extent the same would otherwise be deducted in calculating Net Income, adding back closing fees in connection with the Existing High Yield Notes and/or the Existing FRN Bonds and/or the Loans and/or the Bridge Borrower High Yield Notes and obtaining the financing under the Senior Credit Agreement and adding back transaction expenses in relation to the HTCC Acquisition and the Acquisition all as determined in accordance with the Accounting Principles

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used in the preparation of and as shown in the financial statements or Quarterly Management Accounts in respect of such Quarterly Period or Twelve Month Period, prepared and delivered to the Administrative Agent pursuant to Section 5.1.

“ Conversion Date ” means the date (if any) upon which the Bridge Loans convert to Term Loans, pursuant to Section 2.2.

“ Conversion Default ” means the occurrence of any one or more of the following: (a) the Borrower being subject to any default under Section 8.11, Section 8.12(b), Section 8.13, Section 8.14 and Section 8.15 (provided that for the purposes of this definition, the cross-references in Section 8.15 shall only include Section 8.11, Section 8.12(b), Section 8.13 and Section 8.14), (b) any Payment Default or (c) any default or potential default relating to payment under the Senior Credit Agreement.

“ Current Assets ” means, at any relevant time, the aggregate of the current assets (excluding Cash and Cash Equivalent Investments) of the Group at such time which would fall to be included as current assets in a consolidated balance sheet of the Group drawn up at such time in accordance with the appropriate accounting principles.

“ Current Liabilities ” means, at any relevant time, the aggregate of the current liabilities (excluding short term debt (which shall include, for the avoidance of doubt, any long term debt repayable within 12 months) and overdrafts) of the Group at such time which would fall to be included as current liabilities in a consolidated balance sheet of the Group drawn up at such time in accordance with the appropriate accounting principles.

“ Custodian ” means any receiver, interim receiver, manager, trustee, assignee, liquidator, sequestrator, custodian or similar official under any Bankruptcy Law.

“ Declared Default ” means an Event of Default in respect of which a notice of acceleration has been served.

“ Default ” means an Event of Default or any event or circumstance which would, but for the expiry of a grace period, the giving of notice or the making of any determination, in each case, under ARTICLE IX, be an Event of Default; provided that any such event which is subject to a qualification as to materiality, or requires a determination to be made shall not constitute a Default unless such qualification is satisfied or such determination is made, as the case may be.

“ Disclosure Letter ” has the meaning given to that term in the Acquisition Agreement.

“ EBITDA ” has the same meaning as Consolidated EBITDA save that the calculations shall apply in respect of a person and a period and not the consolidated Group.

“ 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).

“ Engagement Letter ” means that certain engagement letter, dated as of December 19, 2007, among the Borrower and the Arrangers, as such agreement may be amended from time to time.

“ Environmental Claim ” means any claim, notice of violation, prosecution, demand, action, official warning, abatement or other order (conditional or otherwise), relating to Environmental Matters and any notification or order requiring compliance with the terms of any Environmental License or Environmental Law in each case by any competent authority, court or regulatory body.

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“ Environmental Laws ” means all or any laws, statutes, regulations, treaties, and judgments of any governmental authority or agency or any regulatory body in any jurisdiction in which any member of the Group is formed or carries on business relating to Environmental Matters applicable to such member of the Group.

“ Environmental License ” includes any permit, license, authorization, consent or other approval required at any time by any Environmental Law.

“ Environmental Matters ” means (i) any generation, deposit, disposal, keeping, treatment, transportation, transmission, handling or manufacture of any waste or any Relevant Substance, (ii) nuisance, noise, defective premises, health and safety at work or elsewhere and (iii) the pollution, conservation or protection of the environment (both natural and built) or of man or any living organism supported by the environment (both natural and built).

“ Escrow Agent ” has the meaning specified in the Escrow Agreement.

“ Escrow Agreement ” means the escrow agreement relating to the escrow of the Exchange Notes to be entered into among the Borrower, the Guarantors, the Administrative Agent, on behalf of the Lenders, and the Escrow Agent.

“ EURIBOR ” means with respect to an Interest Period of a Loan (or any other period by reference to which interest on a Loan as an overdue amount is calculated):

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for that Interest Period of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Administrative Agent at its request, quoted by the Reference Banks to leading banks in the European interbank market,

as of 11:00 a.m. (Brussels time) on the Rate Fixing Day for the offering of deposits in euro for a period comparable to the relevant Interest Period (or other such period).

“ euro ” or “ € ” means the single currency of the Participating Member States.

“ Euroweb Romania ” means S.C. Euroweb Romania S.A.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934.

“ Exchange Note Indenture ” means, the indenture relating to the Exchange Notes, among the Borrower, the Guarantors, as guarantors, and the Exchange Note Trustee, in agreed form.

“ Exchange Note Interest Rate ” means a rate equal to 11.5 percent per annum (excluding default interest) at any time.

“ Exchange Note Trustee ” means, on any date of determination, the trustee under the Exchange Note Indenture.

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“ Exchange Notes ” means the exchange notes to be issued pursuant to Section 2.3(a) and to be governed by the Exchange Note Indenture.

“ Exchange Notice ” has the meaning specified in Section 2.3(a).

“ Excluded Taxes ” means with respect to any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder, Taxes imposed (or measured by) its overall net income, profits or gains by the jurisdiction or jurisdictions under the laws of which such recipient is organized or is resident for tax purposes or in which its applicable lending office is located.

“ Existing FRN Bonds ” means the €200 million aggregate principal amount Floating Rate Senior Notes due 2013 issued by HTCC Holdco II B.V. and assumed by the Borrower.

“ Existing FRN Funding Loans ” means the Euro 55,040,540 and Euro 59,501,657 loans owed by Invitel to the Borrower representing part of the proceeds of the Existing FRN Bonds and which bear interest at the same rate as the Existing FRN Bonds together with an additional margin of not more than 0.22 percent per annum.

“ Existing FRN Funding Loan Agreement ” has the meaning given to it in the Intercreditor Deed.

“ Existing FRN Indenture ” means the indenture dated April 27, 2007, as amended from time to time, governing the Existing FRN Bonds.

“ Existing FRN Offering Documents ” means documents comprising of the indenture, the offering memorandum, the Existing FRN Funding Loan Agreement and the Existing FRN Security Documents issued or (as the case may be) entered into in relation to the Existing FRN Bonds.

“ Existing FRN Security Documents ” means (i) the fourth ranking agreed form security document entered or to be entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing FRN Trustee over the shares of the Borrower; (ii) the third and fourth ranking agreed form security documents entered or to be entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing FRN Trustee over the Existing High Yield Funding Loan and the Existing FRN Funding Loans; (iii) the additional third and fourth ranking agreed form security documents entered or to be entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing FRN Trustee over the Funding Loans; (iv) the fourth and fifth ranking agreed form security document entered or to be entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing FRN Trustee over the Funding Loans; (v) the Original Obligor Share Securities in respect of shares in Invitel (as of the effectiveness of the amendments to be made thereto pursuant to the Second Original Obligor Share Securities Amendment Agreements); (vi) the second ranking agreed form share pledge entered or to be entered into in favor of the security trustee under the Senior Credit Agreement on behalf of the Existing FRN Trustee and the Existing High Yield Trustee over the shares in Euroweb Romania; (vii) the HTCC Opco Share Security (as of the effectiveness of the amendments to be made thereto pursuant to the HTCC Opco Share Security Agreement); (viii) the Original Obligor Share Securities Amendment Agreements; (ix) the Second Original Obligor Share Securities Amendment Agreements; (x) the Second HTCC Opco Share Security Agreement; (xi) the second ranking agreed form share pledges entered into or to be entered into in favor of the security trustee under the Senior Credit Agreement on behalf of the Existing FRN Trustee, the Existing High Yield Trustee and the Security Agent over the shares in Memorex; (xii) the second ranking agreed form share pledge entered into or to be entered into in favor of the security trustee under the Senior Credit Agreement on behalf of the Existing FRN Trustee, the Existing High

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Yield Trustee and the Security Agent over the shares in the Turkish Subsidiary; (xiii) the Invitel Telecom Share Security, (xiv) any pledge or (as the case may be) charge over the shares of any other obligor provided that (a) such shares are simultaneously (by way of a first ranking pledge) charged or (as the case may be) pledged to the Senior Creditors and (b) such security is at all times second ranking by and subject to the terms of the Intercreditor Deed; and (xv) the Intercreditor Deed.

“ Existing FRN Trustee ” means the FRN Note Trustee, as defined in the Intercreditor Deed, or any successor trustee acting for the benefit of and on behalf of the holders of the Existing FRN Bonds provided that such successor trustee simultaneously therewith becomes a party to the Intercreditor Deed.

“ Existing High Yield Funding Loan ” means the Euro 140,128,440 loans (representing the principal amount at maturity of Euro 142,000,000, issued at a discount of 98.682 percent) made by the Borrower to Invitel representing the proceeds of the Existing High Yield Notes provided that such funding loan bears interest at the same rate as the Existing High Yield Notes together with an additional margin of not more than 0.22 percent per annum.

“ Existing High Yield Funding Loan Agreement” has the meaning given to it in the Intercreditor Deed.

“ Existing High Yield Notes ” means the Euro 142,000,000 in aggregate principal amount 10   ³ / 4 % senior notes issued by Magyar Telecom B.V., maturing on August 15, 2012.

“ Existing High Yield Offering Documents ” means documents comprising of the indenture, the offering memorandum, the Existing High Yield Funding Loan Agreement and the Existing High Yield Security Documents issued or (as the case may be) entered into in relation to the Existing High Yield Notes.

“ Existing High Yield Security Documents ” means (i) the second ranking agreed form security document entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing High Yield Trustee over the shares of the Borrower; (ii) the second ranking agreed form security documents entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing High Yield Trustee over the Existing High Yield Funding Loan and the Existing FRN Funding Loans; (iii) the additional second ranking agreed form security documents entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing High Yield Trustee over the Funding Loans; (iv) the fourth ranking agreed form security documents entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing High Yield Trustee over the Existing High Yield Funding Loan and the Existing FRN Funding Loans; (v) the fourth and fifth ranking agreed form security documents entered into in favor of the security trustee under the Senior Credit Agreement for and on behalf of the Existing High Yield Trustee over the Funding Loans; (vi) the Original Obligor Share Securities in respect of shares in the Borrower (as of the effectiveness of the amendments to be made thereto pursuant to the Second Original Obligor Share Securities Amendment Agreements); (vii) the second ranking share pledge entered or to be entered into on behalf of the security trustee under the Senior Credit Agreement in favor of the Existing High Yield Trustee and the Existing FRN Trustee over the shares in Euroweb Romania; (viii) the HTCC Opco Share Security (as of the effectiveness of the amendments to be made to thereto pursuant to the Second HTCC Opco Share Security Agreement); (ix) the Original Obligor Share Securities Amendment Agreements; (x) the Second Original Obligor Share Securities Amendment Agreements; (xi) the Second HTCC Opco Share Security Agreement, (xii) the second ranking agreed form share pledge entered into or to be entered into in favor of the security trustee under the Senior Credit Agreement on behalf of the Existing FRN Trustee, the Existing High Yield Trustee and the Security Agent over the shares in Memorex; (xiii) the second ranking agreed form share pledge entered into or to be entered into in favor of

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the security trustee under the Senior Credit Agreement on behalf of the Existing FRN Trustee, the Existing High Yield Trustee and the Security Agent over the shares in the Turkish Subsidiary; (xiv) the Invitel Telecom Share Security, (xv) any pledge or (as the case may be) charge over the shares of any other obligor provided that (a) such shares are simultaneously (by way of a first ranking pledge) charged or (as the case may be) pledged to the Senior Creditors and (b) such security is at all times second ranking by and subject to the terms of the Intercreditor Deed; and (xvi) the Intercreditor Deed.

“ Existing High Yield Trustee ” means The Bank of New York of One Canada Square, London E14 5AL or any successor trustee acting for the benefit of and on behalf of the holders of the Existing High Yield Notes provided that such successor trustee simultaneously therewith becomes a party to the Intercreditor Deed.

“ Existing Transaction Debt ” means (i) the Existing High Yield Notes, any bridge facility financing the repurchase of the Existing High Yield Notes and any high yield bonds issued to refinance such bridge facility and (ii) the Existing FRN Bonds, any bridge facility financing the repurchase of the Existing FRN Bonds and any high yield bonds issued to refinance such bridge facility.

“Extended Maturity Date” means the date falling seven years after the Initial Maturity Date.

“ Facility Office ” means the office(s) notified by a Lender to the Administrative Agent:

(a) on or before the date it becomes a Lender; or

(b) by not less than five Business Days’ notice,

as the office(s) through which it will perform its obligations under this Credit Agreement.

“ Fee Letter ” means that certain Fee Letter, dated December 19, 2007 between the Borrower and the Arrangers.

“ Finance Document ” means this Credit Agreement, any Accession Document, any Assignment and Acceptance, the Engagement Letter, any Fee Letter, any Hedging Documents, the Intercreditor Deed, the Intercreditor Deed Supplemental Deed, the Second Intercreditor Deed Supplemental Deed, any Transaction Security Document, any Utilization Notice and any other document designated as a “Finance Document” by the Administrative Agent and the Borrower.

“ Finance Lease ” means a lease treated as a finance lease pursuant to the Accounting Principles.

“ Finance Parties ” means the Bridge Finance Parties and the Senior Finance Parties.

“ Financial Year ” means the annual accounting period of the Group ending on December 31 each year.

“ Fitch ” means Fitch Ratings Ltd. or any successor to its rating business.

“ FRN Spread to Maturity ” shall mean the spread over EURIBOR to maturity derived from the average of the prices quoted in respect of the Existing FRN Bonds by the Arrangers that are executable for Euro 5,000,000 or more. The FRN Spread to Maturity shall be calculated by the Administrative Agent and shall be binding on the parties.

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“ Funding Loan ” means the up to Euro 61,000,000 loan owed by Invitel to the Borrower and the up to Euro 39,000,000 loan owed by Memorex to the Borrower each representing part of the proceeds of the Bridge Loans and which bear interest at the same rate as the Bridge Loans (or, after the issuance of the Bridge Borrower High Yield Notes, the Bridge Borrower High Yield Notes) plus a margin of 0.11 percent.

“ Funding Loan Agreement ” has the meaning given to the term “Subordinated Funding Loan Agreement” in the Intercreditor Deed.

“ Funds Flow Statement ” means the statement in the agreed form prepared by the Borrower showing all payments to and/or by members of the Group in connection with the Bridge Loan and the Acquisition and the flow of funds occurring on and immediately before and after the Completion Date.

“ Governmental Entity ” means any nation or government, any state or political subdivision or any agency, authority, regulatory body, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any securities exchange and any self-regulatory organization in each case whether foreign or domestic.

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

“ Group Structure Chart ” means a corporate structure chart in relation to the Group in the agreed form.

“ Guarantee ” means the guarantee by each of the Guarantors pursuant to ARTICLE X hereof.

“ Guaranteed Obligations ” has the meaning specified in Section 10.1(a).

“ Guarantors ” means the Original Guarantors and each Additional Guarantor.

“ Hedging Debt ” has the meaning given to it in the Intercreditor Deed.

“ Hedging Documents ” has the meaning given to it in the Intercreditor Deed.

“ Holdco I ” means HTCC Holdco I B.V., a company incorporated in The Netherlands with its registered office at Locatellikade 1, 1076 AZ, Amsterdam, The Netherlands.

“ Holding Company ” of any other person, means a person in respect of which that other person is a Subsidiary.

“ HTCC ” means Hungarian Telephone and Cable Corp.

“ HTCC Acquisition ” means the acquisition by Holdco I of the Parent on the terms of the HTCC Acquisition Documents.

“ HTCC Acquisition Agreement ” means the sale and purchase agreement between HTCC and Invitel Holdings N.V. dated 8 January 2007 relating to the HTCC Acquisition.

“ HTCC Acquisition Documents ” means the HTCC Acquisition Agreement and any other document designated as an “HTCC Acquisition Document” by the Facility Agent and the Parent.

“ HTCC Completion Date ” means the date of completion of the HTCC Acquisition in accordance with clause 5 of the HTCC Acquisition Agreement.

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“ HTCC Group ” means HTCC and its Subsidiaries.

“ HTCC Opco Share Security ” has the meaning given to it in the Senior Credit Agreement.

“ HTCC Operating Company ” means Invitel Technocom.

“ Hungarian Account Charges Amendment Agreements ” means the amendment agreements entered into by each Original Obligor and the Security Trustee in relation to the Original Obligor Account Charges governed by Hungarian law.

“ IFRS ” means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board.

“ Immaterial Subsidiaries ” means any member of the HTCC Group (i) whose assets or revenues or EBITDA are less than two percent of the HTCC Group’s consolidated assets or consolidated revenues or Consolidated EBITDA, determined by reference to the most recent Quarterly Management Accounts in respect of a Quarter Period ending on a Quarter Day delivered to the Administrative Agent under this Credit Agreement, provided that if such Immaterial Subsidiaries taken together on such Quarter Day exceed five percent of the HTCC Group’s consolidated assets or consolidated revenues or Consolidated EBITDA then the Immaterial Subsidiary whose total revenues on such Quarter Day are the highest shall be deemed to be a Material Subsidiary for the purpose of this Credit Agreement and (ii) who has not provided a subordinated guarantee under the Existing High Yield Offering Documents or under the Existing FRN Offering Documents, or in respect of the Bridge Finance Documents. In determining Immaterial Subsidiaries and Material Subsidiaries for the purpose of this definition, following any acquisition by a member of the HTCC Group, the consolidated assets, the consolidated revenues and Consolidated EBITDA of the HTCC Group shall be adjusted to take account of the revenues, the assets and the EBITDA attributable to the acquisition in respect of the Quarterly Period ending on such Quarter Day.

“ Indebtedness ” means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent.

“ Indemnified Party ” has the meaning specified in Section 12.1.

“ Indemnifying Party ” has the meaning specified in Section 12.1.

“ Indenture ” means the indenture in relation to the Bridge Borrower High Yield Notes.

“ Information Package ” means collectively, the Base Case Model, the Reports and the bank presentation dated 11 January 2008.

“Initial Maturity Date” means the one-year anniversary of the Completion Date.

“ Intellectual Property Rights ” means any patent, trade mark, service mark, registered design, trade name or copyright required to carry on the business of any member of the Group.

“ Intercreditor Deed ” means the intercreditor deed dated 6 August 2004, entered into by, inter alios , the security trustee under the Senior Credit Agreement, Matel Holdings N.V., the obligors under the Senior Credit Agreement, the Hedge Counterparties (as such term is defined in the Intercreditor Deed) and the Existing High Yield Trustee (as such term is defined in the Intercreditor Deed) as amended and restated on 27 April 2007 pursuant to the Intercreditor Deed Supplemental Deed and as amended and restated (or to be amended and restated) pursuant to the Second Intercreditor Deed Supplemental Deed.

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“ Intercreditor Deed Supplemental Deed ” means the supplemental deed dated 27 April 2007 amending and restating the Intercreditor Deed between, inter alios , the security trustee under the Senior Credit Agreement, Matel Holdings N.V., the obligors under the Senior Credit Agreement, the Hedge Counterparties (as such term is defined in the Intercreditor Deed), the Existing High Yield Trustee, the Security Agent and the Existing FRN Note Trustee.

“ Interest Payment Date ” means (a) the last day of each Interest Period, (b) the Maturity Date and (c) the date of any prepayment of all or any portion of the principal of the Loans.

“ Interest Period ” means, in respect of any Loan, (a) in the case of the first Interest Period (if any) applicable to the Bridge Loans, the period commencing on and including the Completion Date and ending on the numerically corresponding date in the third month thereafter, and (b) in the case of each subsequent Interest Period, the period beginning on the last day of the prior Interest Period and ending on the numerically corresponding date in the third month thereafter; provided, however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended until the next succeeding Business Day unless the next Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Notwithstanding the foregoing, no Interest Period in respect of the Bridge Loans may extend beyond the Maturity Date and each Interest Period that would otherwise commence before and end after the Maturity Date shall end on the Maturity Date.

“ Intergroup Loan Agreements ” means any loan agreements entered into between members of the Group (including, without limitation, the Existing High Yield Funding Loan Agreement, the Existing FRN Funding Loan Agreements and the Funding Loan Agreements).

“ Invitel ” means Invitel Zrt.

“ Invitel Technocom ” means Invitel Technocom Távközlési Korlátolt Felelõsségû Társaság, a company incorporated in Hungary with registration number Cg. 14-09-305167.

“ Invitel Telecom ” means Invitel Telecom Kft., a company incorporated under the laws of Hungary with registered number Cg. 01-09-695967.

“ Invitel Telecom Share Security ” has the meaning given to it in the Senior Credit Agreement.

“ IPO Subsidiary ” means any newly incorporated Subsidiary of the Borrower, the voting and economic interest of which is held 100 percent by the Borrower and which is incorporated in Hungary and created solely for the purpose of acting (directly or indirectly) as a 100 percent Holding Company of the Group in connection with an initial public offering of shares.

“ Joint Venture ” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“ Judgment Currency ” has the meaning specified in Section 14.11.

“ Lenders ” means (a) each person that has executed a counterpart to this Credit Agreement (other than an Obligor and other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any person that has become a party hereto pursuant to an

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Assignment and Acceptance; provided that, neither the Borrower nor any of its Affiliates shall be included in the definition of Lenders for purposes of any consent, waiver, amendment or other vote taken by the Lenders under this Agreement.

“ Licenses ” means (i) the Universal Service Agreements, any notifications under the Hungarian Act C of 2003 on electronic communications, the Emergency Romanian Government Ordinance no. 79/2002 on the general communications regulatory framework, approved with amendments by law no. 591 of 29 October 2002, as subsequently amended and completed, the Turkish Telegraph and Telephone Law No. 406, the Turkish Radio Law No. 2813, and the Turkish Regulation on Authorization of Telecommunication Services and Infrastructures and any other secondary legislation issued by the Turkish Telecommunications Authority, (ii) any license issued by the Hungarian Communications Authority, the Romanian National Regulatory Authority for Communications and Information Technology, the Turkish Telecommunications Authority and any replacement of any of the same required by the Group, and (iii) any additional or replacement concession or similar contracts under any Telecommunications Laws applicable in Austria, Hungary, Romania and Turkey to carry on the Telecoms Business of the Group.

“ Loan ” means a Bridge Loan or a Term Loan.

“ Major Companies ” means Invitel Technocom, Invitel, Invitel Telecom and Euroweb Romania.

“ Major Event of Default ” has the meaning specified in Section 6.3(c)(iii).

“ Major Representation ” has the meaning specified in Section 6.3(c)(i).

“ Major Undertaking ” has the meaning specified in Section 6.3(c)(ii).

“ Majority Lenders ” means, at any time, Lenders holding at least a majority of the then aggregate unpaid principal balance of the Loans, or, if no such principal amount is then outstanding, Lenders having at least a majority of the total Commitments; provided that, for purposes hereof, neither the Borrower nor any of its Affiliates shall be included in (a) the Lenders holding such amount of the Loans or having such amount of the Commitments or (b) determining the aggregate unpaid principal amount of the Loans or the total Commitments.

“ Mandated Lead Arrangers ” has the meaning specified in the preamble to this Credit Agreement.

“ Mandatory Cost ” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 3.

“ Market Disruption Event ” has the meaning specified in Section 2.14(a).

“ Market Transaction ” has the meaning specified in Section 2.5(b).

“ Material Adverse Effect ” means anything which is materially adverse to:

(a) the business, assets or financial condition of the Group taken as a whole;

(b) the ability of the Obligors (taken as a whole) to comply with any of their payment obligations under any of the Finance Documents; or

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(c) the validity or enforceability of any Security expressed to be created pursuant to any Transaction Security Document, in a manner not contemplated by the Reservations or the Perfection Requirements, which is reasonably likely to materially adversely affect the interests of the Lenders,

and, in respect of any event or circumstance, only the net effect on the Group of event or circumstance shall be considered, taking into account (without limitation) any counterclaim or right of counterclaim or set-off of any member of the Group and/or any anticipated proceeds receivable by any member of the Group from any insurance, warranty or other claim in respect thereof.

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

“ Material Subsidiary ” means all Subsidiaries of the Borrower, other than the Immaterial Subsidiaries.

“ Maturity Date ” means the Initial Maturity Date or Extended Maturity Date, as the case may be.

“ Memorex ” means Memorex Telex Communications AG a company incorporated under the laws of Austria with registered number FN 99090 x.

“ Memorex Shareholder Squeeze Out ” means the acquisition by Invitel of all of the remaining shares in Memorex, comprising 4.35 percent of the shares in Memorex owned by certain minority shareholders, based on a squeeze out following the Completion Date in accordance with Austrian law.

“ Moody’s ” means Moody’s Investors Service Limited or any successor to its ratings business.

“ Necessary Authorizations ” means all approvals, authorizations and licenses (other than the Licenses) from, all rights granted by and all filings, registrations and agreements with any person including, without limitation, any government or other regulatory authority necessary in order to enable each member of the Group to carry out the Telecoms Business which is carried on at the relevant time.

“ Net Proceeds ” means the cash proceeds (and if the recipient is not a wholly-owned subsidiary of a member of the Group, the proceeds proportionate to the interest held by the Group in the recipient) of any disposal or insurance claim after deducting:

(a) fees costs and expenses incurred by any member of the Group with respect to that disposal or claim to persons who are not members of the Group (including without limitation bonus payments to management of the disposed business);

(b) any tax incurred and required to be paid by, and any tax which is or reserved for by, the seller or claimant in connection with that disposal or claim (as reasonably determined by the seller or claimant) or the transfer of the proceeds thereof intra-Group;

(c) amounts retained to cover anticipated liabilities reasonably expected to arise in connection with the disposal; and

(d) costs of closure, relocation, reorganization and restructuring, and costs incurred preparing the asset for disposal.

“ New Equity ” means the proceeds of a subscription for shares in the Borrower or any other form of equity contribution to the Borrower.

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“ New York Court ” has the meaning specified in Section 14.5.

“ Net Working Capital ” means, at any time, the aggregate of the Current Assets of the Group at such time less the aggregate of the Current Liabilities of the Group at such time.

“ Non-Obligor ” means a member of the Group which is not an Obligor.

“ Obligation Currency ” has the meaning specified in Section 14.11.

“ Obligations ” means all now existing and hereafter arising obligations and liabilities of any of the Obligors to any and all of the Lenders arising under or in connection with the Bridge Finance Documents, whether absolute or contingent, and whether for principal, interest, penalties, premium, fees, indemnifications, reimbursements, damages, or otherwise and specifically including post-petition interest (whether or not an allowable claim).

“ Obligor ” means each of the Borrower and any Guarantor.

“ Officer ” means, with respect to any person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, Vice-President or a Director of such person.

“ Officers’ Certificate ” means a certificate signed on behalf of either the Borrower or any Guarantor by two Officers (or, in the case of the Borrower, by the sole director of the Borrower), one of whom must, in the case of any Guarantor, be the Principal Executive Officer, the Principal Finance Officer, the Treasurer or the Principal of such Guarantor.

“ Original Financial Statements ” means the audited financial statements of Invitel, the audited consolidated financial statements of the Group and the audited consolidated financial statements of the HTCC Group in respect of the financial year ended 31 December 2006.

“ Original Guarantor ” has the meaning specified in the preamble to this Credit Agreement.

“ Original Lenders ” means Merrill Lynch International Bank Limited, London Branch and BNP Paribas.

“ Original Obligor ” means the Borrower or an Original Guarantor.

“ Original Obligor Share Securities ” has the meaning specified in the Senior Credit Agreement.

“ Original Obligor Share Securities Amendment Agreements ” has the meaning specified in the Senior Credit Agreement.

“ Original Shareholder ” means Vivendi Telecom International S.A., a société anonyme incorporated under the laws of France with its registered office at 42 avenue de Friedland, 75008 Paris, France.

“ Other Taxes ” has the meaning specified in Section 2.10(b).

“ Parent ” means Matel Holdings N.V. (formerly Telemark N.V.), a limited liability company incorporated under the laws of Netherlands Antilles (Registered number: 86225) with its registered address at Schottegatweg Oost 44, Willemstad Curaçao, Netherlands Antilles.

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

“ Parent Loan Agreements ” means any loan agreements between the Parent as lender and the Borrower.

“ Participating Member State ” means a member state of the European Community that adopts or has adopted the euro as its lawful currency under the legislation of the European Community for Economic Monetary Union.

“ Participants ” has the meaning specified in Section 7.4(a).

“ Payment Default ” means (a) any Default under Section 8.2, (b) any matured or unmatured default under the analogous provisions of any of the Finance Documents or (c) any payment default under the Fee Letter.

“ Perfection Requirements ” means the making or the procuring of the appropriate registrations, filing, endorsements, notarization, stampings and/or notifications of the Transaction Security Documents and/or the Transaction Security created thereunder.

“ Permanent Securities ” means any Permanent Securities as defined in the Engagement Letter.

“ Permitted Borrowings ” means:

(a) any Borrowed Money arising hereunder or under the Finance Documents;

(b) any Borrowed Money approved by the Administrative Agent (acting on the instruction of the Majority Lenders);

(c) any Borrowed Money included within Permitted Intra-Group Transactions, Permitted Loans or Permitted Guarantees;

(d) any Borrowed Money arising under the interest and/or currency rate protection arrangements referred to in Section 4.27;

(e) arising under any cash pooling or cash management arrangement but for so long as any such arrangement which exceeds Euro 1,000,000 does not permit credit balances of Obligors to be netted or set off against debt balances of members of the Group which are not Obligors;

(f) arising under any arrangements entered into between members of the Group which arrangements are referred to in the Steps Paper or the Structure Memorandum;

(g) arising under any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group;

(h) any Subordinated Shareholder Debt;

(i) any Borrowed Money arising under the Senior Credit Agreement (provided that in the event the proceeds of any Permitted Disposal are used to prepay the Senior Credit Agreement, such amounts prepaid may not be re-borrowed pursuant to this paragraph (i));

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(j) any Borrowed Money arising under the Existing High Yield Notes or the Existing FRN Bonds provided that such Borrowed Money is at all times ranked (subject to the terms of the Intercreditor Deed and the Transaction Security Documents entered into by the Borrower) pari passu with the obligations of the Borrower under the Guarantee by and subject to the terms of the Intercreditor Deed;

(k) arising under the Finance Leases of Memorex, provided such Finance Leases exist on the date of this Credit Agreement;

(l) any Borrowed Money arising under the Permanent Securities or any other refinancing of the Loans pursuant to the Engagement Letter; and

(m) any Borrowed Money of the Group (including Borrowed Money arising under Finance Leases other than the Finance Leases of Memorex permitted pursuant to paragraph (j) above) not within paragraphs (a) to (k) above, not exceeding at any time in aggregate Euro 25,000,000 or its equivalent.

“ Permitted Disposals ” means:

(a) the application of cash in (i) the acquisition of assets or services in the ordinary course of business, not, in any such case, prohibited by the terms of this Credit Agreement or any Transaction Security Document, (ii) the making of investments or capital expenditure permitted by Section 4.26 or (iii) the repayment of Permitted Borrowings and the servicing thereof provided that the same is not prohibited or otherwise restricted by the terms of this Credit Agreement and/or the Intercreditor Deed;

(b) any disposals approved by the Administrative Agent (acting on the instructions of the Majority Lenders);

(c) the disposal of any unnecessary or obsolete assets;

(d) the disposal of assets on bona fide arm’s length commercial terms in the ordinary course of business provided that the proceeds of the disposal are applied in mandatory prepayment of the Loans under Section 2.5;

(e) the disposal of the assets of an Immaterial Subsidiary as part of any voluntary solvent proceeding which corresponds with, or has an effect equivalent or similar to, any of those mentioned in Section 8.10 to Section 8.14 inclusive, provided that the Borrower notifies the Administrative Agent of the disposal and the proceeds of the disposal are applied in mandatory prepayment of the Loans under Section 2.5;

(f) the disposal of any shares in any of Pécsi Hirközlési Rt., Székesfehérvári Hírközlési Kft or CableNet Rt.;

(g) to the extent that such disposal is not, and will not lead to, any breach of law the disposal by V-holding of its shares in Invitel to the Borrower provided that such shares remain at all times charged and/or pledged to the Security Agent pursuant to the Transaction Security Documents;

(h) any disposals included within Permitted Intra-Group Transactions;

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(i) the disposal of shares of any IPO Subsidiary provided that, if it is required, the proceeds of the shares are applied in mandatory prepayment of the Loans under Section 2.5;

(j) a disposal of trading assets made by any member of the Group in the ordinary course of trading of the disposing entity;

(k) a disposal of any asset from an Obligor to a member of the Group which is not an Obligor provided that the aggregate value of all assets so transferred (net of the value of any assets transferred from a member of the Group which is not an Obligor to an Obligor) does not exceed Euro 1,000,000 (or its equivalent) in any financial year of the Borrower;

(l) a disposal constituted by a license of Intellectual Property entered into in the ordinary course of business or for the purposes of managing the brand portfolio of the Group, but (in the case of any exclusive license) only if the relevant Intellectual Property is no longer required for the business or operation of the disposing person;

(m) a disposal which is a lease or license of real property in the ordinary course of business;

(n) a disposal referred to in the Steps Paper or the Structure Memorandum;

(o) a disposal arising as a result of any Permitted Encumbrance;

(p) a disposal of receivables on a non-recourse basis where the net consideration receivable (when aggregated with the net consideration receivable for any other such disposal in the same financial year of the Group) does not exceed Euro 3,000,000 (or its equivalent) in any financial year of the Group;

(q) the sale or other disposal of defaulted accounts receivables in the ordinary course of business where such sale or disposal is not as part of an accounts receivables financing transaction and where such sale or disposal is on non-recourse terms to the Group;

(r) a disposal of fixed assets where the proceeds of disposal are applied, committed to be so applied or designated by the board of directors of the Borrower to be so applied within 12 months of that disposal or committed to be used within 12 months of receipt to (i) purchase replacement fixed assets used or useful in the business of the Group or (ii) make a Permitted Investment (provided that, in the case of a commitment or designation, they are then so applied within 18 months of receipt of such proceeds);

(s) any disposal of the real property situated at Szt István tér 1, Békéscsaba, Land Registry No. Belterület 2 or the duct in Székesfehérvár or Pécs owned by the Borrower;

(t) a disposal of assets (other than shares or businesses), in exchange for other assets reasonably comparable or superior as to type, value or quality;

(u) a disposal of Cash or Cash Equivalent Investments for Cash or other Cash Equivalent Investments;

(v) disposals undertaken as part of any restructuring program in the period up to 4 years after the HTCC Completion Date subject to an aggregate limit in such period of Euro 5,000,000 (or its equivalent);

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(w) the disposal by Invitel to the Borrower of one share in Memorex for the purposes of facilitating the Memorex Shareholder Squeeze Out; and

(x) a disposal of assets for cash where the net consideration receivable (when aggregated with net consideration receivable for any other sale, lease, license, transfer or other disposal not allowed under the preceding paragraphs) does not exceed Euro 5,000,000 (or its equivalent) in any financial year of the Borrower.

“ Permitted Encumbrances ” means:

(a) any Encumbrance arising hereunder or under any of the Transaction Security Documents;

(b) any Encumbrance which the Administrative Agent, acting on the instructions of the Majority Lenders, has at any time in writing agreed shall be a Permitted Encumbrance;

(c) any Encumbrance arising in the ordinary course of business by operation of law;

(d) any Encumbrance arising out of title retention provisions in any suppliers contract in the ordinary course of trading;

(e) any Encumbrance given or to be given pursuant to the requirement of any regulatory authority in the ordinary course of its business;

(f) any Encumbrance arising under Finance Leases to the extent amounts outstanding under such Finance Leases fall under paragraph (k) of the definition of Permitted Borrowings (provided that such Encumbrance shall only cover assets which are the subject of such Finance Leases);

(g) any Encumbrance arising under paragraph (e) of the definition of Permitted Intra-Group Transactions;

(h) any Encumbrance over any member of the Group’s bank accounts granted in favor of a Lender and arising in the standard business terms of such bank or, in the event that the Lenders are not willing to offer the relevant member of the Group the banking services required on competitive commercial terms, or at all, any Encumbrance over any member of the Group’s bank accounts granted in favor of any bank or financial institution from which the relevant member of the Group obtains such services and arising in the standard business terms of such bank or financial institution;

(i) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group but only so long as such arrangement is not established with the primary purpose of preferring any Lenders;

(j) any Encumbrance arising under any of the Existing High Yield Offering Documents, the Existing FRN Offering Documents and the Senior Security Documents;

(k) any Encumbrance arising by operation of law in respect of Taxes being contested in good faith; and

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(l) any Encumbrance created by the Group not within paragraphs (a) to (k) above and securing Indebtedness in aggregate not exceeding Euro 5,000,000 or its equivalent at any time that has not been repaid and/or discharged and where the assets the subject of such Encumbrance have an aggregate book value not exceeding Euro 5,000,000 or its equivalent.

“ Permitted Financial Investments ” means on any date investments in:

(a) euro or HUF denominated securities which are freely negotiable and marketable:

(i) which are rated at least AA by S&P or Aa2 by Moody’s; or

(ii) are issued by the Republic of Hungary.

(b) certificates of deposits, floating rate notes, acceptances issued in euro and HUF and euro and HUF denominated deposit and current accounts of and time deposits with banks which are HUF Lenders or banks which have a credit rating from S&P or Moody’s as A or its equivalent or better or euro denominated cash funds managed by any HUF Lender or banks which have a credit rating from S&P or Moody’s as A or its equivalent or better, with a maturity, in each case, of not more than twelve months;

(c) euro and HUF denominated commercial paper rated at least A1 by S&P or at least P1 by Moody’s, with a maturity of not more than six months; or

(d) securities which are Cash Equivalent Investments.

“ Permitted FRN Payments ” has the meaning given to it in the Senior Credit Agreement.

“ Permitted Guarantees ” means:

(a) any guarantees or indemnities arising hereunder or under the Finance Documents;

(b) any guarantees or indemnities approved by the Administrative Agent (acting on the instructions of the Majority Lenders);

(c) any guarantees or indemnities included within Permitted Intra-Group Transactions;

(d) any guarantees or indemnities included within Permitted Borrowings;

(e) any guarantees or indemnities given by a member of the Group (other than the Borrower) in respect of any Permitted Borrowing of another member of the Group (other than the Borrower) and/or by the Borrower in respect of any Permitted Borrowing of a member of the Group;

(f) any subordinated guarantee included within the terms of the Existing High Yield Offering Documents or the Existing FRN Offering Documents given by any Obligor and any future guarantee granted in accordance with the Existing High Yield Offering Documents or the Existing FRN Offering Documents to the extent allowed by this Credit Agreement and the Intercreditor Deed in favor of the Existing High Yield Trustee or the Existing FRN Trustee, in connection with the Existing High Yield Offering Documents or the Existing FRN Offering Documents, provided that such guarantees are at all times subordinated to the Loans by and subject to the terms of the Intercreditor Deed;

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(g) any guarantees or indemnities provided to banks providing loans to employees of any member of the Group (other than the Parent) in respect of such loans provided that the aggregate of the maximum liability thereunder (actual or contingent) together with the aggregate outstanding amount of all loans referred to in paragraph (m) of the definition of Permitted Investments does not exceed Euro 3,000,000;

(h) any indemnities provided to the high yield underwriters of the Existing High Yield Notes, the Existing FRN Bonds or the Bridge Borrower High Yield Notes given by any Obligor under the purchase agreement entered into in respect of the Existing High Yield Notes, the Existing FRN Bonds or the Bridge Borrower High Yield Notes;

(i) a guarantee by an Obligor of obligations of a member of the Group which is a non-Obligor provided that the aggregate amount guaranteed does not exceed Euro 5,000,000 (or its equivalent) in aggregate for the Group at any time;

(j) any guarantee made in substitution for an extension of credit permitted under the definition of “Permitted Loan” (other than loans within the category set out in paragraph (f) of that definition) to the extent that the issuer of the relevant guarantee would have been entitled to make a loan in an equivalent amount under the definition of “Permitted Loan” to the person whose obligations are being guaranteed;

(k) any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (i) of the definition of Permitted Encumbrance;

(l) any guarantee granted to the purchaser in connection with a Permitted Disposal, provided that the aggregate amount of all such guarantees outstanding at any time shall not exceed Euro 5,000,000 (or its equivalent); or

(m) any guarantees or indemnities of the Group not included in paragraphs (a) to (h) (inclusive) above provided that the aggregate maximum liability thereunder (actual or contingent) when aggregated with Borrowed Money falling under paragraph (g) of the definition of Permitted Borrowings does not exceed Euro 25,000,000 or its equivalent.

“ Permitted HY Payment ” has the meaning given to it in the Senior Credit Agreement.

“ Permitted Intra-Group Transactions ” means:

(a) loans or credit made by (i) the Borrower to Invitel and Invitel Technocom including, without limitation, the Existing High Yield Funding Loan and the Existing FRN Funding Loans, in each case, constituting Subordinated Shareholder Debt and, following the accession of Memorex and the Turkish Subsidiary to this Credit Agreement, Memorex and the Turkish Subsidiary including, without limitation, the Funding Loans, in each case, constituting Subordinated Shareholder Debt (as such term is defined in the Intercreditor Deed) (ii) any member of the Group (other than the Borrower) to another member of the Group (other than the Borrower or any Joint Ventures), (iii) the Borrower to V-holding for no more than the amount set out in the funds flow delivered pursuant to the Funds Flow Statement provided that such loan is Subordinated Shareholder Debt and subject to the terms of a pledge of receivables and (iv) V-holding to CableNet Rt. for no more than HUF320,000,000 provided that such loan is used to pay outstanding invoices owed by CableNet Rt. to V-holding;

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(b) any transaction approved as a Permitted Intra-Group Transaction by the Administrative Agent (acting on the instructions of the Majority Lenders);

(c) the payment or declaration of any dividend, return on capital, repayment of capital contributions or other distributions by any of its Subsidiaries to the Borrower;

(d) any payments or transfers of assets (including any value added Tax thereon, if applicable) from any member of the Group to another member of the Group provided that where the Subsidiary making such payment or transfer is a Subsidiary the shares in which are subject to a share pledge, the Subsidiary to which such payment or transfer is made is also a Subsidiary the shares in which are subject to a share pledge;

(e) any rights of set off or loans arising by virtue of the Group being provided with any bona fide cash management and/or netting arrangements for the Group;

(f) any payments made by a member of the Group to the Parent permitted pursuant to paragraph (d), (f), (h) or (i) to (k) of “Permitted Payments”;

(g) any transaction required to implement any of the steps set out in the Steps Paper (provided that any express conditions or restrictions in relation to such transaction set out in this Credit Agreement are complied with); and

(h) any payments of any guarantee fees from any Subsidiary to the Borrower required to ensure that the Borrower qualifies as an “entrepreneur” for the purpose of VAT treatment in the Netherlands.

“ Permitted Investments ” means:

(a) any transaction included within Permitted Disposals;

(b) any transaction included within Permitted Intra-Group Transactions;

(c) any transaction included within Permitted Financial Investments;

(d) any investments approved by the Administrative Agent (acting on the instructions of the Majority Lenders);

(e) an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

(f) the acquisition by the Borrower and Invitel of shares in Memorex for the purposes of affecting the Memorex Shareholder Squeeze Out;

(g) an acquisition of securities which are Cash Equivalent Investments;

(h) the acquisition by a member of the Group of the minority interest held in any person in which it holds the majority interest;

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(i) the acquisition of the issued share capital of a limited liability company (including by way of formation) which has not traded prior to the date of its acquisition;

(j) any other investment/acquisition (including, but not limited to, the acquisition of a mobile license) provided that:

(i) the consideration (in cash or otherwise) together with Indebtedness assumed and Ongoing Funding Costs of all such acquisitions does not exceed Euro 10,000,000 (in aggregate) during the period commencing on the date hereof and ending on 30 June 2011 but excluding from such limit the impact of the acquisition of 100 percent of the shares in Euroweb Hungary Zrt. and 99.9564 percent of Euroweb Romania; and

(ii) such person or asset acquired can be used or (as the case may be) engages in, or is being acquired for the purpose of engaging in, the Telecoms Business; and

(k) (A) in the case of an acquisition of the entire ownership interest in a person, such person becomes an Additional Guarantor as soon as reasonably practicable following the making of such acquisition (and, in any event, no later than the earlier of (i) the date falling 30 days after the making of the acquisition and (ii) the date when any security or guarantee is given by or in relation to the acquired person in relation to, the Existing FRN Bonds or the Existing High Yield Notes in accordance with the terms and conditions set out in Section 10.5) or (B) in the case of the acquisition of any other ownership interest in any person, such share capital is charged, pledged or deposited (as the case may be) to the Security Agent pursuant to a share pledge and such person provides such documents and evidence as the Administrative Agent may reasonably require that such share pledge constitutes valid and legally binding obligations enforceable in accordance with its terms or (C) in the case of the acquisition of an asset, such asset becomes the subject of a floating charge under a Transaction Security Document;

(l) any creation of an IPO Subsidiary provided that such IPO Subsidiary simultaneously therewith becomes an Additional Guarantor pursuant to the provisions of Section 10.5;

(m) any transaction required to implement any of the steps set out in the Steps Paper (provided that any express conditions or restrictions in relation to such transaction set out in this Credit Agreement are complied with); and

(n) any loans from any member of the Group (other than the Parent) to employees of any member of the Group (other than the Parent) provided that the aggregate amount outstanding under such loans together with (i) the aggregate maximum liability (actual or contingent) under all guarantees and indemnities referred to in paragraph (g) of the definition of Permitted Guarantees and (ii) the aggregate amount outstanding under loans referred to in paragraph (i) of the definition of Permitted Loans does not exceed Euro 3,000,000.

“ Permitted Loans ” means:

(a) any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities and any advance payment made in relation to capital expenditure in the ordinary course of business;

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(b) to the extent permitted by the Intercreditor Deed, any loan made for the purposes of enabling any Obligor to meet its payment obligations under the Finance Documents, any Existing Transaction Debt (if payment of such Existing Transaction Debt is permitted by the Intercreditor Deed), any Transaction Debt (if payment of such Transaction Debt is permitted by the Intercreditor Deed), to make a Permitted Payment or to facilitate compliance with applicable law;

(c) any loan made by an Obligor to a member of the Group which is not an Obligor so long as the aggregate amount of the Indebtedness under any such loans does not exceed Euro 5,000,000 (or its equivalent) at any time;

(d) deferred consideration on Permitted Disposals up to 25 percent of the sale considerations provided that the aggregate amount outstanding at any time does not exceed Euro 3,000,000 (or its equivalent);

(e) loans referred to in the Steps Paper or the Structure Memorandum;

(f) a credit balance on an account of a member of the Group with a bank or financial institution;

(g) loans or extensions of credit to the extent the amount thereof would be permitted under the definition of Permitted Guarantee (other than guarantees within the category set out in paragraph (j) of that definition) if such loans or extensions of credit were made by third parties under the guarantee of an Obligor;

(h) loans which constitute Permitted Borrowings (except under paragraph (d) of that definition); and

(i) any loan (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of the Indebtedness under any such loans does not exceed Euro 3,000,000 (or its equivalent) at any time.

“ Permitted Payments ” means any payments or transfers of assets (including any value added tax thereon, if applicable):

(a) [ reserved ];

(b) [ reserved ];

(c) consisting of a one off cash payment that satisfies in full the Group’s obligations to the Original Shareholder under the VTI Vendor Note provided no Default has occurred and is continuing or would result from the making of any payment under this paragraph (c);

(d) to the Parent in respect of costs and expenses incurred in good faith on bona fide, arm’s length terms in the ordinary course of business by the Parent in acting as Holding Company of the Group provided that (i) such costs and expenses do not exceed Euro 150,000 (or its equivalent) in aggregate in any financial year and (ii) no Default has occurred and is continuing or would result from the making of any payment under this paragraph (d);

(e) any payment to HTCC to fund payments by HTCC to the holders of preference shares in HTCC up to an aggregate amount of US$105,000 in any financial year of the Group;

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(f) to the Parent, HTCC or any intermediate Holding Company in respect of operating expenses of the Obligors up to the aggregate amount of Euro 7,000,000 in any financial year of the Group incurred in good faith by the Parent, HTCC or any intermediate Holding Company, in each case, on bona fide arm’s length commercial terms on behalf of the Group;

(g) to HTTC in respect of management fees of up to the aggregate amount of Euro 1,000,000 in any financial year from (and including) 2007, provided that no Default has occurred and is continuing or would result from the making of any payment under this paragraph (g);

(h) of amounts to any direct or indirect Holding Companies of the Obligors to fund any payment by the Holding Companies of the payments referred to at paragraphs (f) and (g) above;

(i) consisting of a loan to the Parent, HTCC or any intermediate Holding Company to enable the Parent, HTCC or any intermediate Holding Company to make any of the payments referred to in (d), (e), (f) and (h) above;

(j) payments to TDC or an advisor to TDC for advice or services actually provided to the Group on bona fide arms’ length commercial terms up to an aggregate amount of Euro 2,000,000, provided that no Event of Default is continuing or would arise as a direct result of such payment; and

(k) a payment to fund the purchase of any of the management equity (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management up to an aggregate amount of Euro 5,000,000, provided that no Event of Default is continuing or would arise as a result of such payment.

“ PIK Notes Refinancing ” means the repayment, prepayment or refinancing of any or all of the Euro 125,000,000 aggregate principal amount of Floating Rate Senior PIK Notes due 2013 initially issued by Invitel Holdings N.V. and assumed by Holdco I B.V.

“ Prepayment Date ” has the meaning specified in Section 2.8.

“ Primary Offering ” means a further public offering of the shares in HTCC.

“ Principal Agreements ” means the documents and agreements listed in Schedule 5 together with any agreements replacing any of the same.

“ Purchaser Due Diligence Reports ” means the Structure Memorandum, the legal due diligence report in respect of Memorex and its Subsidiaries prepared by White & Case LLP dated December 13, 2007, the KPMG tax due diligence report in respect of Memorex and its Subsidiaries dated December 19, 2007 and the KPMG financial due diligence report in respect of Memorex and its Subsidiaries dated December 19, 2007.

“ Purchasers” has the meaning specified in Section 7.3.

“ Quarter Days ” means 31 March, 30 June, 30 September and 31 December in any year.

“ Quarterly Management Accounts ” means the quarterly accounts for each Quarterly Period of the HTCC Group to be delivered to the Administrative Agent pursuant to Section 5.1.

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“ Quarterly Period ” means each period of approximately three months commencing on the day after a Quarter Day and ending on the next following Quarter Day.

“ Rate Fixing Day ” means the second TARGET Day before the first day of an Interest Period (or other relevant period by reference to which interest or overdue amounts are calculated) for a Loan, or such other day as the Administrative Agent determines is generally treated as the rate fixing day in the relevant currency by market practice in the relevant interbank market.

“ Reference Banks ” means, in relation to EURIBOR and Mandatory Costs, the principal office of BNP Paribas and Merrill Lynch International Bank Limited, London Branch and any other bank or financial institution appointed as such by the Administrative Agent under this Credit Agreement.

“ Register ” has the meaning specified in Section 7.7.

“ Related Documents ” means the Exchange Notes, the Exchange Note Indenture, any Assignment and Acceptance, any Accession Document, the Escrow Agreement, the Engagement Letter, the Fee Letter, any Hedging Document, any Transaction Security Document, the Intercreditor Deed, the Intercreditor Deed Supplemental Deed, the Second Intercreditor Deed Supplemental Deed, any Utilization Notice, and any other document or agreement designated as such by the Administrative Agent, on the one hand, and the Borrower on the other hand.

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

“ Relevant Substance ” means (i) any radioactive emissions, (ii) any electrical or electromagnetic emissions and (iii) any substance whatsoever (whether in a solid or liquid form or in the form of a gas or vapor and whether alone or in combination with any other substance) which is capable of causing harm to man or any other material living organism supported by the environment (both natural and built), or materially damaging the environment (both natural and built) or public health or welfare.

“ Repeating Representations ” means each of the representations set out in Section 3.2 to Section 3.15.

“ Reports ” means:

(a) the Vendor Due Diligence Reports; and

(b) the Purchaser Due Diligence Reports.

“ Request ” means a request for credit made by the Borrower through the delivery of a Utilization Notice.

“ Requirement of Law ” means as to any person, the certificate of incorporation and by-laws or other organizational or governing document of such person, and any law, treaty, rule, regulation or determination of an arbitrator or a court of other Governmental Entity in each case applicable to or binding upon such person or any of its property or to which such person or any of its property is subject.

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“ Reservations ” means:

(a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

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

(c) limitations under Hungarian law in relation to the following:

(i) the enforceability of the right of the Security Agent to represent the Finance Parties in front of Hungarian courts in relation to the Finance Documents or the delegation of that right by the Finance Parties to the Security Agent;

(ii) the enforceability of any Security Interest held by the Security Agent on behalf of any Bridge Finance Party which becomes a Party by novation;

(iii) the enforceability of any “attorney in fact” provisions of any Finance Document governed by Hungarian law, but only in respect of the revocability of that authority and the Security Agent’s ability to use its discretion in the exercise of that authority;

(iv) the principle that corporate benefit may limit the ability of a Guarantor to provide a guarantee or security; and

(d) any other general principles which are set out as qualifications or reservations as to matters of law in the legal opinions delivered to the Administrative Agent under this Credit Agreement.

“ Restricted Payment ” means (a) any direct or indirect distribution, dividend, loan or other payment (whether in cash, property, securities or otherwise) by any member of the Group (including, without limitation, any payment on account of the share capital of the Parent and the Borrower or capital stock or other securities of the Parent and the Borrower) or any interest thereon, (b) any transfer of any assets by any member of the Group and (c) any payment (whether in cash, property, securities or otherwise) of principal of, or interest on, Indebtedness, in each case to any Restricted Person.

“ Restricted Person ” means the Parent or any of its Holding Companies, Subsidiaries or Associated Companies (which are not members of the Group), HTCC or any of its Affiliates (which are not members of the Group) or the Original Shareholder.

“ Romanian Guarantor ” means any Guarantor established under the laws of Romania.

“ Screen Rate ” means, for EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant currency and Interest Period displayed on the appropriate page of the Telerate screen selected by the Administrative Agent. If the relevant page is replaced or the service ceases to be available, the Administrative Agent (after consultation with the Borrower and the Lenders) may specify another page or service displaying the appropriate rate.

“ SEC ” means the U.S. Securities and Exchange Commission.

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“ Second HTCC Opco Share Security Agreement ” means the second ranking quota pledge over the business quota in the HTCC Operating Company entered into or to be entered into by the Borrower and the Security Agent in the agreed form.

“ Second Intercreditor Deed Supplemental Deed ” means the supplemental deed dated on or about the date of hereof amending and restating the Intercreditor Deed (as amended and restated pursuant to the Intercreditor Deed Supplemental Deed) between, inter alios, the security trustee under the Senior Credit Agreement, the Parent, the obligors under the Senior Credit Agreement, the Hedge Counterparties (as such term is defined in the Intercreditor Deed), the Existing High Yield Trustee, the FRN Bridge Trustee (as such term is defined in the Intercreditor Deed Supplemental Deed), the Existing FRN Note Trustee and the Security Agent.

“ Second Original Obligor Share Securities Amendment Agreements ” has the meaning specified in the Senior Credit Agreement.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

“ Security Agent ” means BNP Paribas Trust Corporation UK Limited, acting as agent pursuant to the Transaction Security Documents or any successor or replacement Security Agent, acting in such capacity.

“ Security Interest ” means any mortgage, pledge, lien, charge (fixed or floating), assignment, hypothecation, set-off or trust arrangement for the purpose of creating security, reservation of title or security interest, or any other agreement or arrangement having a substantially similar effect.

“ Security Provider ” means any party other than a member of the Group or a Bridge Finance Party which enters into a Transaction Security Document.

“ Senior Credit Agreement ” means the amended and restated facilities agreement dated on or about the date hereof between Invitel as borrower, the Borrower and certain of its Subsidiaries as guarantors, BNP Paribas as co-ordinator and mandated lead arranger, BNP Paribas and BNP Paribas, Hungary Branch as Agents, BNP Paribas Trust Corporation UK Limited as security agent and the banks and financial institutions from time to time party thereto, as may be amended or restated.

“ Senior Creditors ” has the meaning given to it in the Senior Credit Agreement.

“ Senior Debt ” means any Indebtedness outstanding under the Senior Credit Agreement or Hedging Debt related thereto.

“ Senior Finance Document ” has the meaning given to the term “Finance Document” in the Senior Credit Agreement.

“ Senior Finance Parties ” has the meaning given to the term “Finance Parties” in the Senior Credit Agreement.

“ Senior Security Document ” has the meaning given to the term “Security Document” in the Senior Credit Agreement.

“ Signing Date ” means the date of this Credit Agreement.

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“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. or any successor to its rating business.

“ Steps Paper ” means the Project Mercury Acquisition Step Plan - Discussion Paper (Final Version) dated 8 December 2006 prepared by Ernst & Young.

“ Structure Memorandum ” means the structure paper entitled “Project Motherwell – Steps Memorandum” and dated December 19, 2007 and prepared by White & Case LLP in the agreed form and addressed to, and/or capable of being relied upon by, the Arrangers and the other Finance Parties.

“ Subsidiary ” means in relation to any company or corporation, a company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another is that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“ Subordinated Shareholder Creditor ” means a person defined therein as such who has, at any relevant time, entered into the Intercreditor Deed.

“ Subordinated Shareholder Debt ” means, at any relevant time, all Borrowed Money of any member of the Group owed to a Subordinated Shareholder Creditor who is a member of the HTCC Group.

“ TARGET Day ” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro.

“ Tax Credit ” has the meaning specified in Section 2.10(g)(i).

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under any Bridge Finance Document.

“ Tax Payment ” has the meaning specified in Section 2.10(g).

“ Taxes ” has the meaning specified in Section 2.10(a).

“ TDC ” means TDC A/S, registered number CVR 1477 39 08.

“ Telecoms Business ” means the development, ownership or operation of telecommunications systems in Hungary and in Romania and/or provision of public telephone switching and data and internet services in Hungary and connecting to other countries and/or any business directly related thereto and reasonably considered to be financially beneficial to such business and the development, ownership or operation of wholesale data services in Austria, Bulgaria, Czech Republic, Italy, Slovakia, Serbia, Slovenia, Turkey and Ukraine.

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“ Telecommunications Laws ” means all laws, statutes, regulations and judgments relating to telecommunications applicable to any member of the Group, and/or the business carried on by, any member of the Group (for the avoidance of doubt, not including laws, statutes, regulations or judgments relating solely to consumer credit, data protection or intellectual property).

“ Term Loan ” means a loan made on the Conversion Date, if any, by a Lender to the Borrower pursuant to Section 2.2 to refinance a Bridge Loan.

“ Transaction Debt ” means the Bridge Borrower High Yield Notes, Exchange Notes and the Loans.

“ Transaction Documents ” means the Finance Documents, the Intergroup Loan Agreements and the Parent Loan Agreements.

“ Transaction Security ” means the Security Interests created or expressed to be created in favor of the Security Agent pursuant to the Transaction Security Documents.

“ Transaction Security Documents ” means each of the documents listed as being a Transaction Security Document in paragraph 4 of Schedule 2 Part One together with any other document entered into by any Obligor creating or expressed to create any Security Interest over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents and (to the extent permitted by the Intercreditor Deed) the Transaction Debt.

“ Transferee ” has the meaning specified in Section 7.5.

“ Treasury Transaction ” means any derivative transaction entered into in connection with protection against or to benefit from fluctuations in any rate, price, index or credit rating.

“ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939.

“ Turkish Subsidiary ” means MTCTR Memorex Telekomünikasyon Sanayi ve Ticaret Limited Şirketi, a company incorporated under the laws of Turkey with registered number of 622201 at the Istanbul Trade Registry.

“ Twelve Month Consolidated EBITDA ” means the aggregate of the Consolidated EBITDA in respect of the relevant Twelve Month Period for the HTCC Group but, in respect of all Quarterly Periods and Twelve Month Periods from the HTCC Completion Date and ending on or before 31 December 2009 to the extent the same would otherwise be deducted in calculating Consolidated EBITDA, adding back any restructuring expenses attributable to the HTCC Acquisition and the Acquisition up to a maximum aggregate amount of Euro 20,000,000.

“ Twelve Month Period ” means each period of twelve months ending on the last day of a calendar month.

“ Underwriters ” has the meaning specified in the preamble to this Credit Agreement.

“ Universal Service Agreements ” means the universal service agreements listed in Schedule 5 together with any agreements replacing any of the same.

“ Utilization ” means a utilization of the Bridge Loans.

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“ Utilization Date ” means the date on which the Bridge Loans are made.

“ Utilization Notice ” means the written instructions from the Borrower requesting the Bridge Loans in accordance with Section 2.1(b)(i).

“ V-holding ” means V-holding Tamācsadó Zrt., merged into Invitel effective January 1, 2008.

“ Vendor ” means Joki Holding AG.

“ Vendor Due Diligence Reports ” means the legal due diligence report dated July 21, 2006 and supplemented on November 6, 2006 and prepared by Freshfields Bruckhaus Deringer.

“ VTI Vendor Note ” means the agreed form Euro 10,000,000 vendor note dated May 13, 2003 issued by the Parent to the Original Shareholder.

Section 1.2 Interpretation

(a) In this Credit Agreement, the singular includes the plural and the plural includes the singular; words implying any gender include the other genders; references to any section, exhibit or schedule are to sections, exhibits or schedules to this Credit Agreement unless otherwise indicated; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; references to “writing”, include printing, typing, lithography and other means of reproducing words in a visible form; “including” following a word or phrase shall not be construed to limit the generality of such word or phrase; and an accounting term not otherwise defined has the meaning assigned to it in accordance with Accounting Principles.

(b) In this Credit Agreement, unless the contrary intention appears, a reference to:

(i) a document being in the “ agreed form ” means that the document is in a form previously agreed in writing by or on behalf of the Borrower and the Administrative Agent or, if not previously agreed, in a form as agreed between the Borrower and the relevant Bridge Finance Parties, or if none of the Bridge Finance Parties are a party to the agreement, as agreed between the Borrower and the Administrative Agent;

(ii) in giving its “ agreement , approval , consent ” (or any similar phrase), in respect of any action or request in connection with a Bridge Financing Document, a Lender may by written notice to the Administrative Agent divide its Commitments into separate amounts to reflect participation or similar arrangements and may vote or refrain from voting with respect to any such separate amount, or any matter separately (and any determination of whether the Majority Lenders have consented, instructed or taken any other action shall be calculated accordingly);

(iii) an “ amendment ” includes an amendment, supplement, novation, re-enactment, replacement, restatement or variation and “ amend ” will be construed accordingly;

(iv) “ assets ” includes businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent;

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(v) an “ authorization ” includes an authorization, consent, approval, resolution, permit, license, exemption, filing, registration or notarization;

(vi) “ disposal ” means a sale, transfer, assignment, grant, lease, license, declaration of trust or other disposal, whether voluntary or involuntary and whether pursuant to a single transaction or a series of transactions, and “ dispose ” will be construed accordingly;

(vii) “ guarantee ” means any guarantee, bond, letter of credit, indemnity or similar assurance against financial loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person, where, in each case, that obligation is assumed in order to maintain or assist the ability of that person to meet any of its indebtedness;

(viii) the “ holder ” of any Promissory Note which is a loan is the lender of that loan;

(ix) “ incorporation ” includes the formation or establishment of a partnership or any other person and “ incorporate ” will be construed accordingly;

(x) “ indebtedness ” includes any obligation (whether incurred as principal or as surety and whether present or future, actual or contingent) for the payment or repayment of money;

(xi) “ jurisdiction of incorporation ” includes any jurisdiction under the laws of which a person is incorporated;

(xii) “ know your customer requirements ” are the identification checks that a Bridge Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(xiii) a “ person ” includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, stage, agency, organization or other entity whether or not having separate legal personality;

(xiv) a “ regulation ” includes any regulation, rule, order, official directive, request or guideline (in each case, whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization;

(xv) a “ currency ” is a reference to the lawful currency for the time being of the relevant country;

(xvi) a Default being “ continuing ” means that it has not been remedied or waived in accordance with Section 8.27;

(xvii) a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

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(xviii) a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

(xix) a Finance Document or other document includes (without prejudice to any prohibition on amendments) all amendments (however fundamental) to that Finance Document or other document, including any amendment providing for any increase in the amount of a facility or any additional facility; and

(xx) a time of day is a reference to London time.

(c) Unless the contrary intention appears, a reference to a “ month ” or “ months ” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(i) if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);

(ii) if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and

(iii) notwithstanding subparagraph (c)(i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

(d) Unless the contrary intention appears:

(i) a reference to a Party will not include that party if it has ceased to be a party under this Credit Agreement;

(ii) a word or expression used in any other Bridge Finance Document or in any notice given in connection with any Bridge Finance Document has the same meaning in that Bridge Finance Document or notice as in this Credit Agreement;

(iii) if there is an inconsistency between this Credit Agreement and another Bridge Finance Document, this Credit Agreement will prevail unless that other Bridge Finance Document is the Intercreditor Deed, in which case the Intercreditor Deed will prevail;

(iv) any obligation of an Obligor under the Bridge Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be or is capable of becoming outstanding under the Bridge Finance Documents; and

(v) any obligation of an Obligor under the Bridge Finance Documents includes an obligation on that Obligor not to contract or agree to do something or not to do something which would breach that first obligation unless such contract or agreement is conditional on the discharge of the Senior Debt or on the approval of the Lenders or the Majority Lenders (as required under this Credit Agreement).

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(e) No part of this Credit Agreement is intended to or shall create a registrable Security Interest.

(f) The index to and headings in this Credit Agreement do not affect its interpretation.

Section 1.3 Intercreditor Deed

This Credit Agreement is subject to the terms of the Intercreditor Deed.

ARTICLE II.

THE CREDIT FACILITY

Section 2.1 Commitments to Make Bridge Loans; Tranching; Parties

(a) Initial Commitment. In reliance upon the representations and warranties of the Obligors set forth herein and subject to the terms and conditions set forth herein (including, for the avoidance of doubt, ARTICLE VI hereof), each of the Lenders severally agrees to make a Bridge Loan to the Borrower on the Completion Date up to the amount of such Lender’s Commitment as set out on Schedule 4. No Lender is responsible for the obligations of any other Lender, provided, however, that the failure of an Original Lender to fulfill its obligations hereunder will relieve the other Original Lender from its duties or obligations under this Section 2.1. Each Bridge Loan will mature on the Initial Maturity Date.

(b) Procedure for Borrowing; Termination of Commitments.

(i) The Borrower shall give the Administrative Agent irrevocable notice in the form attached as Exhibit E and consistent with the Funds Flow Statement (a “ Utilization Notice ”), which notice must be received by the Administrative Agent prior to 1:00 p.m., London time, one Business Day prior to the anticipated Completion Date, requesting that the Lenders make the Bridge Loans on the Completion Date and specifying the amount to be borrowed. Upon receipt of such Utilization Notice, the Administrative Agent shall promptly notify each Lender thereof and the proceeds of each Bridge Loan shall be disbursed by wire transfer on the Completion Date as provided in the Utilization Notice.

(ii) The Commitments shall automatically terminate after the making of any Bridge Loans on the Completion Date. The Commitments shall also automatically terminate at 5:00 p.m. London time, on March 31, 2008 (the “ Outside Date ”) if the Utilization Date has not occurred on or before that date. Any amounts available but not drawn under this Credit Agreement on the earlier of (A) the Completion Date and (B) the Outside Date shall be automatically cancelled.

(c) Purpose. The Bridge Loans will only be used in or towards the payment of fees and expenses under the Bridge Finance Documents, for general working capital purposes and to partially finance the consideration payable for the Acquisition through the making of the Funding Loan as provided for in the Acquisition Documents and related transaction costs, in each case in accordance with the Structure Memorandum. No Bridge Finance Party is bound to monitor or verify the utilization of the Bridge Loans and no Bridge Finance Party will be responsible for, or for the consequences of, such utilization.

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Section 2.2 Conversion to Term Loans

If, on the Initial Maturity Date no Conversion Default exists and is continuing and the Administrative Agent receives an Officers’ Certificate from the Borrower certifying to the foregoing and requesting a conversion of the Bridge Loans to Term Loans, each of the Lenders hereby commits that, on the Initial Maturity Date, such Lender will convert its Bridge Loans to a Term Loan, maturing on the Extended Maturity Date (and the Initial Maturity Date shall be deemed to have been automatically extended to such date). Term Loans so converted shall be governed by the terms of this Credit Agreement; provided:

(a) ARTICLE IV of this Credit Agreement (other than Sections 4.1, 4.2, 4.3, 4.5, 4.8, 4.12, 4.14, 4.34, 4.35, 4.36) and ARTICLE V of this Credit Agreement (other than Sections 5.7 and 5.8) shall be replaced in full with ARTICLE FOUR (other than subclause 4.07(c)(xii) and Section 4.23) and FIVE of the Existing FRN Indenture (including the definitions included in the Existing FRN Indenture (with the following definitional replacements: “Issuer” to “Borrower”; “Holder” to “Lender”; “Trustee” to “Administrative Agent”; “Indenture” to “Credit Agreement”; and such other definitional changes (and cross reference changes) consistent with the foregoing and necessary to make the replacement provisions consistent with the non-replaced provisions of this Credit Agreement)), subject to any changes required to make such provisions conform with those customary for term loan transactions, to be determined jointly by the Borrower and the Mandated Lead Arrangers in good faith, and in each case giving consideration to prevailing market conditions, but in any event such provisions to be on no less favorable terms to the Lenders than as currently set out in the Existing FRN Indenture; and

(b) Section 8.02 thorough Section 8.21 of this Credit Agreement shall be replaced in full with Sections 6.01(a)(i) through (xiii) of the Existing FRN Indenture (including the definitions included in the Existing FRN Indenture (with the following definitional replacements: “Issuer” to “Borrower”; “Holder” to “Lender”; “Trustee” to “Administrative Agent”; “Indenture” to “Credit Agreement”; and such other definitional changes (and cross reference changes) consistent with the foregoing and necessary to make the replacement provisions consistent with the non-replaced provisions of this Credit Agreement)), subject to any changes required to make such provisions conform with those customary for term loan transactions, to be determined jointly by the Borrower and the Mandated Lead Arrangers in good faith, and in each case giving consideration to prevailing market conditions, but in any event such provisions to be on no less favorable terms to the Lenders than as currently set out in the Existing FRN Indenture.

Section 2.3 Option to Exchange Term Loans for Exchange Notes

(a) Subject to Section 7.2, on any Business Day on or after the Conversion Date (if any), any Lender may elect to exchange all or any portion of its Term Loan for one or more Exchange Notes, by giving not less than three Business Days’ prior irrevocable written notice of such election in connection with a sale to a third party to the Borrower, the Administrative Agent and the Exchange Note Trustee specifying the principal amount of its Term Loan to be exchanged (which shall be at least Euro 50,000 and integral multiples of Euro 1,000 in excess thereof) and subject to Section 7.2, the name of the proposed registered holder and, subject to the terms of the Exchange Note Indenture, the amount of each Exchange Note requested (each such notice, an “ Exchange Notice ”); provided that the Borrower is not obligated to issue any Exchange Notes until it has received notice for the exchange of Term Loans in an aggregate amount of at least Euro 15,000,000. Any such exchanging Lender that has received a Bridge Note shall deliver its Bridge Notes to the Administrative Agent within three Business Days following delivery of an Exchange Notice. Term Loans exchanged for Exchange Notes pursuant to this Section 2.3 shall be deemed repaid and cancelled and the Exchange Notes so issued shall be governed by and construed in accordance with the provisions of the Exchange Note Indenture.

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(b) Not later than the fourth Business Day after delivery of an Exchange Notice:

(i) the Administrative Agent shall deliver to the Escrow Agent any original Bridge Notes delivered to it by the exchanging Lender pursuant to (a);

(ii) the Escrow Agent shall cancel each Bridge Note so delivered to it and, if applicable, the Borrower shall issue a replacement Bridge Note to such Lender in an amount equal to the principal amount of such Lender’s Term Loan that is not being exchanged, or the Escrow Agent shall make a notation on the surrendered Bridge Note to the effect that a portion of the Term Loan represented thereby has been repaid and for Term Loans not represented by Bridge Notes, the Administrative Agent shall make a proper notation in the Register maintained pursuant to Section 7.7; and

(iii) the Escrow Agent shall deliver the applicable Exchange Note(s) to the Exchange Note Trustee for authentication and delivery to the holder or holders thereof specified in the Exchange Notice.

(c) Each Exchange Note issued will be governed by the Exchange Note Indenture which shall contain covenants, events of default, repayment and other provisions based on those in the Existing FRN Indenture (subject, in the case of covenants and events of default, to customary exceptions and thresholds to be agreed), with such changes as are determined jointly by the Borrower and the Mandated Lead Arrangers in good faith, and in each case giving consideration to prevailing market conditions.

(d) Each Exchange Note issued pursuant to the Exchange Note Indenture shall bear interest at a rate equal to the Exchange Note Interest Rate. Accrued interest on Term Loans so exchanged shall be cancelled and the Exchange Notes received in such exchange shall bear interest from and including the most recent date to which interest has been paid on the Term Loans so exchanged.

Section 2.4 Interest; Default Interest

(a) Interest Rate Applicable to the Loans. Subject to Section 2.4(c) and (d) below, the unpaid principal balance of the Loans shall bear interest until paid at a rate per annum equal to the sum of EURIBOR plus the Applicable Margin plus the Mandatory Cost (if any), changing on the first day of each Interest Period when and as EURIBOR and/or the Mandatory Cost changes and, with respect to the Applicable Margin, on any day the Applicable Margin changes as provided for in the definition thereof.

(b) Basis of Computation of Interest; Payment of Interest. All interest shall be calculated for actual days elapsed on the basis of a 360-day year and shall be payable in arrears not later than 12:00 noon (London time) on each Interest Payment Date by wire transfer of immediately available funds in accordance with Section 2.9.

(c) Minimum/Maximum Interest Rate. Notwithstanding anything contained in Section 2.4(a) and (b), but subject to Section 2.4(d), in no event shall the interest rate on the Loans for any Interest Period exceed the lesser of (i) 11.5 percent per annum and (ii) the highest rate permitted under applicable law (excluding default interest).

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(d) Default Interest. After the occurrence and during the continuance of an Event of Default, interest will accrue on the Loans, to the extent permitted by applicable law, at a rate per annum equal to 2.00 percent in excess of the otherwise applicable interest rate on the Loans. The Borrower shall pay such default interest and all interest accruing on any overdue Obligation in cash on demand from time to time.

(e) Notification of Interest Rates. The Administrative Agent shall promptly notify each relevant party of a determination of a rate of interest under this Credit Agreement.

Section 2.5 Mandatory Prepayment

(a) Illegality

(i) A Lender must promptly notify the Borrower (with a copy to the Administrative Agent) if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Bridge Finance Document or to fund or maintain its share of any Loan;

(ii) After notification under paragraph (i) above:

(A) the Borrower must repay or prepay the share of that Lender the Loan granted by it on the date specified in paragraph (iii) below; and

(B) the Commitments of that Lender will be immediately cancelled.

(iii) The date for repayment or prepayment of a Lender’s Loan will be the:

(A) the last day of the current Interest Period; or

(B) if earlier, the date specified by the Lender in the notification under paragraph (a)(i) above and which must not be earlier than the last day of any applicable grace period allowed by law.

(b) Market Transactions. The Borrower shall prepay the Loans ratably in accordance with the aggregate outstanding principal balances thereof, with the Net Proceeds received by any member of the Group or any Holding Company of a member of the Group from:

(i) any direct or indirect public offering or private placement of any debt or equity securities of the Parent or any of its Subsidiaries or Holding Companies (excluding any issuance of Capital Stock to officers and employees under employee benefit or compensation plans);

(ii) the incurrence of any borrowings from financial institutions by the Borrower or any Guarantor or any member of the Group on or after the Completion Date (other than Permitted Financial Indebtedness); and

(iii) any Asset Sale after the date of this Credit Agreement (subject to the required prepayment of amounts under the Senior Credit Agreement);

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each of the transactions in the foregoing clauses (i), (ii) and (iii), a “ Market Transaction ”. The Borrower shall, following any Market Transaction, apply such Net Proceeds to prepay the Loans pursuant to this Section 2.5(b), without premium or penalty, by paying to each Lender an amount equal to 100 percent of such Lender’s pro rata share of the aggregate principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon to the Prepayment Date.

Section 2.6 Optional Prepayment

The Borrower may, upon three Business Days’ prior written notice to each of the Lenders:

(a) prepay the Bridge Loans at any time, in whole or in part, on a pro rata basis, by paying to each applicable Lender an amount equal to 100 percent of such Lender’s pro rata share of the aggregate principal amount of Bridge Loans to be prepaid, plus accrued and unpaid interest thereon to the Prepayment Date plus any breakage costs due pursuant to Section 2.7;

(b) prepay Term Loans at any time prior to or on the date falling four years after the Initial Maturity Date, in whole or in part, on a pro rata basis, by paying to each applicable Lender an amount equal to 100 percent of such Lender’s pro rata share of the aggregate principal amount of Term Loans to be prepaid, plus the Applicable Redemption Premium, plus accrued and unpaid interest thereon to the Prepayment Date plus any breakage costs due pursuant to Section 2.7, where:

“ Applicable Redemption Premium ” means, with respect to any Term Loan on any redemption date, the greater of:

(i) 1.0 percent of the then outstanding principal amount of the Term Loan; and

(ii) the excess of:

(A) the present value at such redemption date of (x) the redemption price of such Term Loan at the date falling four years after the Initial Maturity Date (such redemption price being set forth in Section 2.6(c)(i)), plus (y) all required interest payments that would otherwise be due to be paid on such Term Loan (assuming that the interest rate per annum on the Term Loan applicable on the date on which the notice of redemption was giving was in effect for the entire period) during the period between the redemption date and the date falling four years after the Initial Maturity Date (excluding accrued but unpaid interest), computed using a discount rate (discounted quarterly assuming a 360-day year consisting of twelve 30-day months) equal to the Bund Rate at such redemption date plus 50 basis points; over

(B) the then outstanding principal amount of the Term Loan.

“ Bund Rate ” means, with respect to any redemption date, the rate per annum equal to the equivalent yield to maturity as of such redemption date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date, where:

(i) “ Comparable German Bund Issue ” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most

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nearly equal to the period from such redemption date to the date falling four years after the Initial Maturity Date, and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Term Loans and of a maturity most nearly equal to the date falling four years after the Initial Maturity Date; provided, however, that if the period from such redemption date to the date falling four years after the Initial Maturity Date is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to the nearest one twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given; except that if the period from such redemption date to the date falling four years after the Initial Maturity Date is less than one year, a fixed maturity of one year shall be used;

(ii) “ Comparable German Bund Price ” means, with respect to any redemption date, the average of the Reference German Bund Dealer Quotations for such redemption date which in any event must include at least two such quotations, after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Borrower obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations;

(iii) “ Reference German Bund Dealer ” means any dealer of German Bundesanleihe securities appointed by the Borrower in consultation with the Security Trustee; and

(iv) “ Reference German Bund Dealer Quotations ” means, with respect to each Reference German Bund Dealer and any redemption date, the average as determined by the Borrower in good faith of the bid and offered prices for the Comparable German Bund issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany time on the third German business day preceding such redemption date; and

(c) in respect of Term Loans at any time after the date falling four years after the Initial Maturity Date (A) other than Term Loans held by the Original Lenders (unless such Original Lender acquired such Term Loan from a third party) prepay the Term Loans by paying to each applicable Lender an amount equal to such Lender’s pro rata share of the aggregate principal amount of Term Loans to be prepaid at the following redemption prices (i) from the date falling four years after the Initial Maturity Date, par plus 50 percent of the coupon, (ii) from the date falling five years after the Initial Maturity Date, par plus 25 percent of the coupon, and thereafter (iii) at par, plus (in all cases) any accrued and unpaid interest thereon to the Prepayment Date and any breakage costs due pursuant to Section 2.7 and (B) held by the Original Lenders, prepay the Term Loans by paying to each applicable Original Lender an amount equal to 100 percent of such Original Lender’s pro rata share of the aggregate principal amount of Term Loans to be prepaid , plus accrued and unpaid interest thereon to the Prepayment Date plus any breakage costs due pursuant to Section 2.7.

Section 2.7 Breakage Costs; Indemnity

The Borrower and each Guarantor agrees to indemnify and hold each Affected Party harmless from and against any loss or expense which such Affected Party sustains or incurs as a consequence, other than by reason of fraud or willful misconduct by such Lender, of:

(a) default by the Borrower or any Guarantor in payment when due of the principal amount of, or interest on, any Loan;

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(b) default by the Borrower in making a borrowing of Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement;

(c) default by the Borrower in making any prepayment of any Loan after the Borrower has given a notice thereof in accordance with the provisions of this Credit Agreement; or

(d) the making of a prepayment of Loans on a day which is not the last day of an Interest Period with respect thereto.

Such indemnification may include an amount equal to the excess, if any, of (i) such Affected Party’s actual loss and expenses incurred (excluding lost profits) in connection with, or by reason of, any of the foregoing events and (ii) the excess, if any of (A) the amount of interest that would have accrued on the principal amount of Bridge Loans not so made or the principal amount of Loans so prepaid from the date of such proposed issuance or prepayment in the case of a failure to make Bridge Loans, to the last day of the Interest Period that would have commenced on the proposed date of funding, or in the case of any such prepayment, to the last day of the Interest Period in which such prepayment occurred, in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (B) the amount of interest (as reasonably determined by such Affected Party) which would have accrued to such Affected Party on such amount by placing such amount on deposit for a period comparable to such Interest Period with leading banks in the interbank eurocurrency market. A certificate as to any amounts payable pursuant to this Section 2.7 submitted to the Borrower by any Affected Party shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Obligations under the Bridge Finance Documents.

Section 2.8 Effect of Notice of Prepayment

The Borrower shall notify the Lenders in writing at their addresses shown in the Register of any date set for prepayment (each such day, a “ Prepayment Date ”) of Loans. Once such notice is sent or mailed, the Loans to be prepaid shall become due and payable on the Prepayment Date set forth in such notice. Such notice may not be conditional. No amount prepaid under this Credit Agreement may subsequently be re-borrowed.

Section 2.9 Payments

(a) Wire Transfer . The principal of, fees, premium, if any, interest and Mandatory Cost and other amounts payable on each Loan and all other Obligations arising under the Bridge Finance Documents shall be payable by wire transfer in immediately available funds in euro to the Administrative Agent for the respective accounts of the Lenders as set forth in the Register from time to time at least three Business Days prior to the due date therefor.

(b) Payments on Business Days . If any payment to be made hereunder or under any Loan shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (and such extension of time shall be included in computing interest in connection with such payment); provided, however , that if such succeeding Business Day falls in the next calendar month, such payment shall be made on the next preceding Business Day.

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(c) Partial Prepayments and Redemptions . All partial prepayments and repayments of the outstanding principal balance of the Loans shall be made ratably among the applicable Lenders in accordance with their respective shares of the aggregate outstanding principal balance of the Loans eligible for prepayment or redemption.

(d) No Defense . To the fullest extent permitted by law, the Borrower and each of the Guarantors shall make all payments hereunder and under any Loan regardless of any defense or counterclaim.

(e) Allocation . Any money paid to, received by, or collected by the Administrative Agent or any Lender pursuant to this Credit Agreement or any other Bridge Finance Document, shall be applied to the extent not otherwise provided for in the Intercreditor Deed in the following order, at the date or dates fixed by the Administrative Agent:

Section 2.10 Taxes

(a) Taxes . Any and all payments by or on behalf of the Borrower and each Guarantor hereunder or under the Bridge Notes, the Exchange Notes or any other Bridge Finance Document shall be made, in accordance with Section 2.9 or the other applicable provision of the applicable Bridge Finance Document, free and clear of and without deduction or withholding for or on account of any and all present or future income, stamp or other taxes, levies, imports, deductions, charges or withholdings additions to tax, interest, penalties and all other liabilities with respect thereto, excluding net income, franchise or similar taxes imposed or levied on the Administrative Agent, the Security Agent or the Lenders as a result of a present or former connection between the Administrative Agent, the Security Agent or the Lenders and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent, the Security Agent or such Lenders having executed, delivered or performed its obligations or received a payment under, or enforced, this Credit Agreement) (all such non-excluded taxes, levies, imports, duty, deductions, charges, withholdings and liabilities

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being hereinafter referred to as “ Taxes ”). If the Borrower or any Guarantor shall be required by law to deduct or withhold any Taxes from, or in respect of, any sum payable hereunder or under the Bridge Notes, the Exchange Notes or any other Bridge Finance Document to the Administrative Agent, the Security Agent or the Lenders or any of their respective Affiliates who may become a Lender: (i) the sum payable thereunder shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.10) the Administrative Agent, the Security Agent or the Lenders or any of their respective Affiliates receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (ii) the Borrower or such Guarantor, as the case may be, shall make such deductions or withholdings; and (iii) the Borrower or such Guarantor, as the case may be, shall pay the full amount deducted to the relevant tax authority or other authority in accordance with applicable laws.

(b) Other Taxes . In addition, the Borrower and each of the Guarantors agree to pay any present or future stamp, mortgage recording or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under a Bridge Note, Exchange Note or other Bridge Finance Document or from the execution, delivery or registration of, or otherwise with respect to, this Credit Agreement or the other Bridge Finance Documents (hereinafter referred to as “ Other Taxes ”) and hold the Administrative Agent, the Security Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Other Taxes.

(c) Austrian Stamp Taxes. The parties agree that no original or certified copy of this Credit Agreement or any Bridge Finance Document shall be brought into the Republic of Austria. Furthermore, the parties hereto agree that (i) no party shall print out any e-mail communication which refers to any Bridge Finance Document in Austria or (ii) send any e-mail communication carrying an electronic or digital signature which refers to any Bridge Finance Document to an Austrian addressee. Nothing in this paragraph (c) shall, however, prevent a Bridge Finance Party from bringing an original or a certified copy or any document constituting substitute documentation ( Ersatzbeurkundung , rechtsbezeugende Beurkundung oder Bezugnahme auf eine Schrift ) of this Credit Agreement or any Bridge Finance Document into the Republic of Austria if this is in connection with the enforcement of or the preservation of any rights, powers and remedies under any Bridge Finance Document or any proceedings instituted by or against a Bridge Finance Party in connection therewith. In this respect each Party agrees not to contest the validity of an uncertified copy of a Bridge Finance Document in any proceedings relating to a dispute before any court, arbitral body or governmental authority in the Republic of Austria (“ Proceedings ”) unless any such uncertified copy actually introduced into evidence in any Proceeding does not accurately reflect the content of such original.

(d) Indemnity . The Borrower and the Guarantors will indemnify the Administrative Agent, the Security Agent and any Lender for the full amount of Taxes or Other Taxes arising in connection with payments made under this Credit Agreement or any other Bridge Finance Document (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.10) paid by the Administrative Agent, the Security Agent or any Lender or any of their respective Affiliates and any liability (including penalties, additions to tax interest and expenses) arising therefrom or with respect thereto. Payment under this indemnification shall be made within fifteen days from the date the Administrative Agent, the Security Agent or any Lender or any of their respective Affiliates makes written demand therefore; provided, however , that the Borrower and the Guarantors shall not be obligated to make payment to the Lender, the Security Agent or the Administrative Agent (as the case may be)

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pursuant to this Section 2.10(d) in respect of penalties, interest and other liabilities attributable to any Taxes or Other Taxes, if (i) written demand therefore has not been made by such Lender, the Security Agent or the Administrative Agent within 60 days from the date on which such Lender, the Security Agent or the Administrative Agent received written notice of the imposition of Taxes or Other Taxes by the relevant taxing or governmental authority, but only to the extent such penalties, interest and other similar liabilities are attributable to such failure or delay by the Administrative Agent, the Security Agent or the Lender in making such written demand, (ii) such penalties, interest and other liabilities have accrued after the Borrower had indemnified or paid an additional amount due as of the date of such payment pursuant to this Section 2.10(d) or (iii) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of the Lender, the Security Agent or the Administrative Agent or such Affiliates. After the Lender, the Security Agent or the Administrative Agent (as the case may be) received written notice of the imposition of the Taxes or Other Taxes which are subject to this Section 2.10(b), such Lender, the Security Agent and Administrative Agent will act in good faith to promptly notify the Borrower and the Guarantors of their obligations hereunder; provided, however , that the failure to so act shall not, standing alone, affect the rights of the Administrative Agent, the Security Agent or the Lenders under this Section 2.10(d).

(e) Furnish Evidence to Lenders. The Borrower will make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes or Other Taxes deducted or withheld from each taxing authority imposing such Taxes or Other Taxes, as the case may be. The Borrower will furnish to the Lenders, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, original or certified copies of tax receipts evidencing such payment by the Borrower or, if such receipts are not obtainable, other evidence of such payments by the Borrower reasonably satisfactory to the Lenders. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Lender required receipts or other required documentary evidence, the Borrower shall indemnify the Lenders for any incremental taxes, interest and penalties that may become payable by the Lender as a result of any such failure.

(f) Survival . Without prejudice to the survival of any other agreement of the Borrower or any Guarantor hereunder, the agreements and obligations of the Borrower and the Guarantors contained in this Section 2.10 shall survive the payment in full of all amounts due hereunder and under the Bridge Notes.

(g) Tax Credit. If the Borrower or a Guarantor makes a payment of Taxes (hereinafter referred to as a “ Tax Payment ”) and the relevant Lender (in its absolute discretion) determines that:

(i) a credit against any Tax or any relief or remission for or rebate of Tax or its repayment (hereinafter referred to as “ Tax Credit ”) is attributable to that Tax Payment; and

(ii) it has used and retained that Tax Credit,

then such Lender must pay an amount to the Borrower which that Lender determines (in its absolute discretion) will, after such payment, leave it in the same after-tax position as it would have been if the Tax Payment had not been required to be made by the Borrower.

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Section 2.11 Right of Set-Off, Sharing of Payments, Etc.

(a) Right of Set-Off . In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default or if any Obligor becomes insolvent, however evidenced, the Borrower authorizes each Lender at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, whether or not collected or available) in any currency and any other indebtedness at any time held or owing by such Lender or any of its Affiliates (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender under this Credit Agreement or under any of the other Bridge Finance Documents, including, without limitation, all interests in or participation in the Obligations purchased by such Lender, and all other claims of any nature or description arising out of or in connection with this Credit Agreement or any other Bridge Finance Document, irrespective of whether or not such Lender shall have made any demand hereunder and although the Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. A Lender may exercise such rights notwithstanding that the amounts concerned may be expressed in different currencies and each Lender is authorized to effect any necessary conversions at a market rate of exchange selected by it. A Lender exercising its rights under this Section 2.11(a) shall provide prompt notice to the Borrower following such exercise.

(b) Sharing . If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Credit Agreement, a Bridge Finance Document or any Bridge Note held by it through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein) and, as a result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amo