AMENDED AND RESTATED INTERCREDITOR DEED DATED AS OF APRIL 27, 2007

EXHIBIT 10.6

Dated 6 August 2004

MAGYAR TELECOM B.V.

Issuer

INVITEL ZRT.

Company

MAGYAR TELECOM B.V. and CERTAIN

OF ITS SUBSIDIARIES

Original Obligors

MATEL HOLDINGS N.V. and CERTAIN

OF ITS SUBSIDIARIES

Original Subordinated Shareholder Creditors

BNP PARIBAS

Co-ordinator

BNP PARIBAS

CREDIT SUISSE FIRST BOSTON INTERNATIONAL

Arrangers

MERRILL LYNCH INTERNATIONAL BANK LIMITED

New Hedge Counterparty

BNP PARIBAS

Senior Agent

BNP PARIBAS, Hungary Branch

HUF Agent

BNP PARIBAS TRUST CORPORATION UK LIMITED

Security Trustee

THE BANK OF NEW YORK

HY Note Trustee

BNY CORPORATE TRUSTEE SERVICES LIMITED

FRN Note Trustee

INTERCREDITOR DEED

(as amended and restated pursuant to a

supplemental deed dated 27 April 2007)

Contents

THIS DEED (this “ Deed ”) is dated 6 August 2004 (as amended and restated pursuant to a supplemental deed dated 27 April 2007) and made between:

NOW THIS DEED WITNESSES as follows:

In this Deed:

“ Additional Debt ” in relation to any obligation or liability means:

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“ Additional Obligor ” means any Subsidiary of the Issuer that accedes to this Deed in accordance with clause 24.3 (Additional Obligors).

“ Amend ” means amend, novate, vary, waive, supplement or the giving of any waiver or consent (and “ Amendment ” and “ Amended ” shall be construed accordingly).

“ Block Notice ” has the meaning given to it in clause 7.4 ( Suspension of Permitted HY Subordinated Debt Payments and FRN Subordinated Debt Payments and Permitted HY Funding Loan Debt and FRN Funding Loan Debt Payments until the Senior Discharge Date ).

“ Creditor ” means the Senior Creditors, the HY Creditors, the FRN Creditors and the Subordinated Shareholder Creditors.

“ Debt ” means any or all (as the context requires) of the Senior Debt, the Hedging Liabilities, the HY Issuer Debt, the HY Subordinated Debt, the HY Funding Loan Debt, the FRN Issuer Debt, the FRN Subordinated Debt, the FRN Funding Loan Debt and the Subordinated Shareholder Debt.

“ Deed of Accession ” means a deed by which a person becomes a party to this Deed, substantially in the form of Schedule 2 ( Form of Deed of Accession ) with such amendments as the Security Trustee may approve or reasonably require.

“ Default ” means an Event of Default or a Default (each as defined in the Senior Facilities Agreement) or an event of default or potential event of default under the HY Indenture, the FRN Bridge Facility Agreement or the FRN Indenture, as the context requires.

“ Enforcement Action ” means:

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and for this purpose “ Early Termination Date ”, “ Automatic Early Termination ” and “ Defaulting Party ” shall have the meanings given to them in the ISDA 1992 or (as the case may be) 2002 Master Agreement published by the International Swaps and Derivatives Association.

“ Euroweb Security Deposit Deed ” means the security deposit deed entered into on 23 May 2006 by Invitel over its shareholding interest in Euroweb Hungary.

“ Finance Document ” means each of the Senior Finance Documents, the Hedge Agreements, the HY Finance Documents, the FRN Finance Documents and the Subordinated Shareholder Documents.

“ Financial Support ” means any financial support including, without limitation, the taking of any participation, the giving of any guarantee, indemnity or other assurance against loss, or the making of any deposit or payment.

“ FRN Bridge Refinancing Date ” means the date on which the FRN Bridge Facility is refinanced in full out of the proceeds of the FRN Offering.

“ FRN Creditor ” means, until the FRN Bridge Refinancing Date, each of the FRN Bridge Lenders and thereafter each of the FRN Noteholders and, at all times, the FRN Trustee, the Security Trustee as security trustee of the FRN Creditors pursuant to the terms hereof and, in each case, any successor thereto and any assigns, transferees or substitutes thereof or therefore and including any person to whom FRN Debt may be payable or owing (whether or not matured) from time to time.

“ FRN Debt ” means the FRN Issuer Debt and the FRN Subordinated Debt.

“ FRN Debt Permitted Refinancing ” means any refinancing of the FRN Notes (the “ Refinanced FRN Notes ”) (other than any refinancing of the FRN Notes with the proceeds from the issuance of Senior Debt) provided that:

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provided, however, that any of the paragraphs (a) through (j) of this definition may be waived with the prior written consent of the Majority Lenders and provided further, that if such written consent is obtained from the Majority Lenders, then the consent of all other Parties to this Deed to such waiver(s) shall be deemed to have been given.

“ FRN Default ” means an event of default as defined in the FRN Bridge Facility Agreement or (as the case may be) FRN Indenture.

“ FRN Discharge Date ” means the date on which all FRN Debt has been defeased in accordance with the terms of the FRN Finance Documents or fully discharged in accordance with the FRN Finance Documents. For the avoidance of doubt, the date of the refinancing of the FRN Bridge Facility with the proceeds of an FRN Offering shall not be deemed to be the FRN Discharge Date.

“ FRN Finance Documents ” means, together, (i) the FRN Bridge Facility Agreement (until the FRN Bridge Refinancing Date), (ii) the FRN Notes and the FRN Indenture (from the FRN Bridge Refinancing Date), and (iii) (at all times) the FRN Security Documents, the FRN Funding Loan Agreement, this Deed and all other documents evidencing the terms of the FRN Debt and any other agreement or document that may be entered into or executed pursuant thereto or in connection therewith.

“ FRN Funding Loan ” means the intragroup loan which satisfies the criteria in Part II of Schedule 4 ( Funding Loans ).

“ FRN Funding Loan Agreement ” means the intercompany loan agreement documenting the FRN Funding Loan between the Issuer and the HTCC Operating Companies (as assumed by the Company in accordance with the Steps Paper) including, until the FRN Bridge Refinance Date, the FRN Guarantees.

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“ FRN Funding Loan Debt ” means all present and future liabilities (actual or contingent) due, owing or incurred by the Borrower Group or an HTCC Operating Company to the Issuer under or in connection with the FRN Funding Loan Agreement, whether or not matured and whether or not liquidated.

“ FRN Guarantee ” means each senior subordinated guarantee, in respect of the FRN Issuer Debt, to be executed by each FRN Guarantor in favour of and for the benefit of the FRN Creditors.

“ FRN Guarantor ” means the Company, V-holding Zrt., Euroweb Hungary, Euroweb Romania and each member of the Group that from time to time guarantees the FRN Issuer Debt in accordance with the terms of the Senior Facilities Agreement, the FRN Bridge Facility Agreement, the FRN Indenture and this Deed and provided further that such party has acceded to this Deed pursuant to clause 24 ( Changes to the Parties ).

“ FRN Indenture ” means a note indenture and/or other instrument pursuant to which the FRN Notes are issued including, with effect from the FRN Bridge Refinancing Date, the FRN Gurantees.

“ FRN Issuer Debt ” means all present and future liabilities (actual or contingent) due, owing or incurred by the Issuer to the FRN Creditors or any of them under or in connection with the FRN Finance Documents or otherwise, whether or not matured and whether or not liquidated, including (i) any FRN Debt Permitted Refinancing and (ii) any Additional Debt (other than any refinancing Additional Debt referred to in paragraph (a) of such definition) in relation thereto.

“ FRN Lender Debt ” means any FRN Debt arising under the FRN Bridge Facility Agreement.

“ FRN Noteholders ” means the holders from time to time of the FRN Notes.

“ FRN Notes ” means the floating rate notes issued or to be issued by the Issuer pursuant to the FRN Indenture as permitted pursuant to the definition of FRN Offering in the Senior Facilities Agreement.

“ FRN Security Documents ” means the FRN Bridge Security Documents and the FRN Security Documents (each as defined in the Senior Facilities Agreement) including, for the avoidance of doubt, the Second Ranking Pledge of FRN Funding Loan.

“ FRN Trustee ” means, as applicable, the FRN Bridge Trustee in its capacity as agent for the FRN Bridge Lenders under the FRN Bridge Facility Agreement (until the FRN Bridge Refinancing Date) and the FRN Note Trustee in its capacity as trustee for the FRN Noteholders, or its successors from time to time or any other agent for the FRN Bridge Lenders or trustee for the FRN Noteholders (as applicable), in each case having become party to this Deed pursuant to clause 24 ( Changes to the Parties ).

“ FRN Trustee Amount ” means an amount not exceeding Euro 100,000 per annum with respect to all compensation for services provided by the FRN Trustee which is payable to the FRN Trustee pursuant to the FRN Bridge Facility Agreement (or as the case may be) the FRN Indenture and all out-of-pocket costs and expenses properly incurred by the FRN Trustee, including, without limitation, (i) compensation for the costs and expenses of the collection by the FRN Trustee of any amount payable to the FRN Trustee for the benefit of the FRN Creditors and (ii) costs and expenses of the FRN Trustee’s agents and counsel and, for the avoidance of doubt, “ FRN Trustee Amounts ” shall not include any amount of principal or interest payable in respect of the FRN Bridge Facility or the FRN Notes.

“ FRN Subordinated Debt ” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) due, owing or incurred by any FRN Guarantor to any FRN Creditors pursuant to any FRN Guarantees together with any related Additional Debt owed to any FRN Creditors pursuant to any FRN Guarantee provided that Additional Debt incurred pursuant to paragraph (a) of such

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definition shall only be permitted to the extent such Additional Debt is incurred in relation to a FRN Debt Permitted Refinancing.

“ Hedge Agreement ” means any agreement, document or instrument to be based on the 1992 or (as the case may be) 2002 ISDA Master Agreement (Multicurrency Cross-Border) or other ISDA standard documentation documenting an interest rate or currency swap or other hedging arrangement referred to in the definition of Hedge Counterparty and, prior to any such arrangement being duly documented, the terms of such arrangement as orally agreed.

“ Hedge Counterparty ” means any New Hedge Counterparty, any Senior Finance Party or any FRN Bridge Lender (whether or not the FRN Bridge Facility is ever drawn) who enters into an interest rate or currency swap or other hedging arrangement with the Company or any HTCC Operating Company in relation to all or any part of the Senior Debt, the HY Debt or the FRN Debt and which is named in part (iv) or part (v) of Schedule 1 (The Original Parties) or accedes to this Deed as a New Hedge Counterparty pursuant to a Deed of Accession.

“ Hedging Liabilities ” means all present and future liabilities (actual or contingent) due, owing or incurred by the Company or any HTCC Operating Company to the Hedge Counterparties or any of them under or in connection with the Hedge Agreements, whether or not matured and whether or not liquidated together with “ Additional Debt ” in relation thereto.

“ HTCC Opco Security Deposit Deeds ” means the security deposit deeds and/or business quota pledges entered into on or about the date of the Intercreditor Deed Supplemental Deed by the Issuer over its shareholding interest in each of the HTCC Operating Companies.

“ Hungarian Security Deposit Deeds Parallel Debt ” has the meaning given thereto in clause 28.6 ( Hungarian Security Deposit Deeds Parallel Debt ).

“ Hungarian Security Deposit Deeds ” means the Euroweb Security Deposit Deed, the Invitel Security Deposit Deeds, the HTCC Opco Security Deposit Deeds, the V-holding Security Deposit Deed and such other security deposit deeds over shareholding interest in any member of the Group incorporated in Hungary entered into from time to time in accordance with the Senior Finance Documents, the HY Finance Documents, the FRN Finance Documents and this Deed.

“ HY Creditor ” means each of the HY Noteholders, the HY Note Trustee, the Security Trustee as security trustee of the HY Creditors pursuant to the terms hereof and, in each case, any successor thereto and any assigns, transferees or substitutes thereof or therefore and including any person to whom HY Debt may be payable or owing (whether or not matured) from time to time.

“ HY Debt ” means the HY Issuer Debt and the HY Subordinated Debt.

“ HY Debt Permitted Refinancing ” means any refinancing of the HY Notes (the “ Refinanced HY Notes ”) (other than, if no HY Notes are outstanding, any refinancing of the HY Notes with the proceeds from the incurrence of Senior Debt) provided that:

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provided, however, that any of the paragraphs (a) through (j) of this definition may be waived with the prior written consent of the Majority Lenders and provided further, that if such written consent is obtained from the Majority Lenders, then the consent of all other Parties to this Deed to such waiver(s) shall be deemed to have been given.

“ HY Default ” means an event of default as defined in the HY Indenture.

“ HY Discharge Date ” means the date on which all HY Debt has been defeased in accordance with the terms of the HY Finance Documents or fully discharged in accordance with the HY Finance Documents.

“ HY Finance Documents ” means, together, the HY Notes, the HY Indenture (including the HY Guarantees), the HY Security Documents, the HY Funding Loan Agreement, this Deed and all other documents evidencing the terms of the HY Notes and any other agreement or document that may be entered into or executed pursuant thereto or in connection therewith.

“ HY Funding Loan ” means the intragroup loan which satisfies the criteria in Part I of Schedule 4 ( Funding Loans ).

“ HY Funding Loan Agreement ” means the intercompany loan agreement documenting the HY Funding Loan between the Issuer and the Company.

“ HY Funding Loan Debt ” means all present and future liabilities (actual or contingent) due, owing or incurred by the Company to the Issuer under or in connection with the HY Funding Loan Agreement, whether or not matured and whether or not liquidated.

“ HY Guarantee ” means each senior subordinated guarantee, in respect of the HY Issuer Debt, to be executed by each HY Guarantor in favour of and for the benefit of the HY Noteholders.

“ HY Guarantor ” means the Company, V-holding Zrt., Euroweb Hungary, Euroweb Romania and each member of the Group that from time to time guarantees the HY Issuer Debt in accordance with the terms of the Senior Facilities Agreement, the HY Indenture and this Deed and provided further that such party has acceded to this Deed pursuant to clause 24 ( Changes to the Parties ).

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“ HY Indenture ” means a note indenture and/or other instrument pursuant to which the HY Notes are issued.

“ HY Issuer Debt ” means all present and future liabilities (actual or contingent) due, owing or incurred by the Issuer to the HY Creditors or any of them under or in connection with the HY Finance Documents or otherwise, whether or not matured and whether or not liquidated, including (i) any HY Debt Permitted Refinancing and (ii) any Additional Debt (other than any refinancing Additional Debt referred to in paragraph (a) of such definition) in relation thereto.

“ HY Noteholders ” means the holders from time to time of the HY Notes.

“ HY Notes ” means the high yield notes issued or to be issued by the Issuer pursuant to the HY Indenture as permitted pursuant to the definition of HY Offering in the Senior Facilities Agreement.

“ HY Note Trustee ” means The Bank of New York of One Canada Square, London E14 5AL in its capacity as the trustee for the HY Noteholders or its successors from time to time or any other trustee for the HY Noteholders, in each case having become party to this Deed pursuant to clause 24 ( Changes to the Parties ).

“ HY Note Trustee Amount ” means an amount not exceeding Euro 100,000 per annum with respect to all compensation for services provided by the HY Note Trustee which is payable to the HY Note Trustee pursuant to the HY Indenture and all out-of-pocket costs and expenses properly incurred by the HY Note Trustee, including, without limitation, (i) compensation for the costs and expenses of the collection by the HY Note Trustee of any amount payable to the HY Note Trustee for the benefit of the HY Noteholders and (ii) costs and expenses of the HY Note Trustee’s agents and counsel and, for the avoidance of doubt, “ HY Note Trustee Amounts ” shall not include any amount of principal or interest payable in respect of the HY Notes.

“ HY Security Documents ” means the HY Security Documents (as defined in the Senior Facilities Agreement) including, for the avoidance of doubt, the Second Ranking Pledge of HY Funding Loan.

“ HY Subordinated Debt ” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) due, owing or incurred by any HY Guarantor to any HY Creditors pursuant to any HY Guarantees together with any related Additional Debt owed to any HY Creditors pursuant to any HY Guarantee provided that Additional Debt incurred pursuant to paragraph (a) of such definition shall only be permitted to the extent such Additional Debt is incurred in relation to a HY Debt Permitted Refinancing.

“ Insolvency Event ” has the meaning given to it in clause 10 ( Subordination on Insolvency ).

“ Insolvent Obligor ” has the meaning given to it in clause 10 ( Subordination on Insolvency ).

“ Intercreditor Deed Supplemental Deed ” means the supplemental deed amending and restating this Deed and entered into between, amongst others, the Issuer, the Company, the Ultimate Parent, the Senior Agent, the HUF Agent, the Security Trustee, the HY Note Trustee, the FRN Bridge Trustee and the FRN Note Trustee and the HTCC Operating Companies.

“ Invitel Security Deposit Deeds ” means the security deposit deeds entered into on or about the date of this Deed by the Issuer and the Company over their shareholding interest in the Company.

“ Issuer ” means Magyar Telecom B.V. of Teleportboulevard 140, 1043 EJ, Amsterdam, The Netherlands as issuer of the HY Notes.

“ Junior Obligations ” means all payment obligations of any Obligor under the HY Finance Documents and the FRN Finance Documents (other than the obligations under the Junior Parallel Debt).

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“ Junior Parallel Debt ” has the meaning given thereto in clause 28.5.6.

“ Obligors ” means the Original Obligors and any Additional Obligors.

“ Party ” means a party to this Deed.

“ Public Debt ” means any bonds, debentures, notes or other indebtedness of a type that could be issued or traded in any market where capital funds (whether debt or equity) are traded, including private placement sources of debt and equity as well as organised markets and exchanges, whether such indebtedness is issued in a public offering or in a private placement to institutional investors or otherwise.

“ Qualified Sale ” means a sale or disposition of (as the case may be) the HY Funding Loan or the FRN Funding Loan or all or substantially all of the equity interests in the relevant Obligor where (i) such sale is for consideration all or substantially all of which is in the form of cash or cash equivalents, (ii) concurrently with the completion of such sale or disposal, (A) in the case of a sale or disposal of equity interests in an Obligor, the claims and security interests of the Senior Finance Parties and the claims of any other provider of pari passu or subordinated Public Debt against such Obligor and its subsidiaries are irrevocably and unconditionally released (and not assumed by the relevant purchaser or any affiliate thereof), or, as the case may be, (B) in the case of a sale or disposal of the HY Funding Loan or (as the case may be) the FRN Funding Loan, the security interests of the Senior Finance Parties over the HY Funding Loan or (as the case may be) the FRN Funding Loan are irrevocably and unconditionally released (and not assumed by the relevant purchaser or any affiliate thereof), (iii) the sale is either made pursuant to a public auction (in which the HY Noteholders or (as the case may be) the FRN Creditors have the right to participate) or is otherwise made for fair market value, taking account the circumstances giving rise to the sale, as certified by an independent internationally recognised investment bank selected by the Security Trustee and (iv) the sale is made in compliance with all applicable laws (including, without limitation, in the case of equity interest in the Issuer or any other Obligor incorporated in the Netherlands, in accordance with book 3, heading 9 of the Dutch Civil Code ( boek 3, title 9, Burgerlijk Wetboek )).

“ Receiver ” means any administrative receiver, receiver and/or manager or any other receiver, whether appointed pursuant to any Security Document, pursuant to any statute, by court or otherwise, of all or any of the Secured Assets.

“ Second Ranking Pledge of FRN Funding Loan ” means the second ranking pledge or assignment of receivables to be entered into by the Issuer in favour of the Security Trustee (for and on behalf of the HY Creditors and the FRN Creditors) in the agreed form.

“ Second Ranking Pledge of HY Funding Loan ” means the second ranking pledge or assignment of receivables to be entered into by the Issuer in favour of the Security Trustee (for and on behalf of the HY Creditors) in the agreed form.

“ Secured Assets ” mean the assets, undertaking, goodwill, property or rights which are the subject of the security created pursuant to any of the Security Documents.

“ Secured Creditors ” means the Senior Creditors, the HY Creditors and the FRN Creditors.

“ Security Documents ” means the Senior Security Documents, the HY Security Documents and the FRN Security Documents.

“ Security Trustee ” means BNP Paribas Trust Corporation UK Limited of 55 Moorgate, London EC2R 6PA acting in its capacity as security trustee in relation to the Security Documents or such other person as may from time to time act in that capacity including, from and after the Senior Discharge Date, such other person as the HY Note Trustee and/or the FRN Trustee shall nominate for that purpose.

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“ Senior Agent ” means the Facility Agent acting in its capacity as agent for the Senior Finance Parties and, in connection with this Deed, the Hedge Counterparties or such other person as may from time to time act in that capacity.

“ Senior Creditor ” means the Senior Finance Parties and the Hedge Counterparties.

“ Senior Debt ” means all present and future liabilities (actual or contingent) due, owing or incurred by any Obligor to any of the Senior Finance Parties under or in connection with the Senior Finance Documents or otherwise, whether or not matured and whether or not liquidated, together with any Additional Debt in relation thereto.

“ Senior Default ” means an Event of Default as defined in the Senior Facilities Agreement.

“ Senior Discharge Date ” means the date on which the Senior Debt and the Hedging Liabilities have been irrevocably paid and discharged and all Commitments of the Senior Finance Parties and the Hedge Counterparties to the Obligors have been terminated or cancelled in accordance with the Senior Finance Documents or (as the case may be) the Hedge Agreements.

“ Senior Facilities Agreement ” means the Euro 165,000,000 senior multicurrency term and revolving facilities agreement as amended and restated pursuant to the Supplemental Agreement made between amongst others the Company, the Obligors, the Arrangers named therein, the Security Trustee and the Lenders (as novated, varied, supplemented, refinanced or amended from time to time).

“ Senior Finance Documents ” means the Finance Documents as defined in the Senior Facilities Agreement.

“ Senior Finance Parties ” means the Finance Parties as defined in the Senior Facilities Agreement.

“ Senior Obligations ” means all payment obligations of any Obligor under the Senior Finance Documents and the Hedge Agreements to one or more Senior Creditors (other than the obligations under the Senior Parallel Debt).

“ Senior Parallel Debt ” has the meaning given thereto in clause 28.5.1.

“ Senior Secured Documents ” means the Senior Finance Documents and the Hedge Agreements;

“ Senior Security Documents ” means the Security Documents as defined in the Senior Facilities Agreement.

“ Share Purchase Agreement ” means the share purchase agreement dated 23 December 2002 made between the Ultimate Parent and VTI as amended on 14 January 2003 and 13 May 2003.

“ Standstill Period ” has the meaning given to it in clause 14.1 ( Restrictions on HY Creditor and FRN Creditor Enforcement Action ).

“ Subordinated Shareholder Creditor ” means the Original Subordinated Shareholder Creditors and any member of the Ultimate Parent Group that accedes to this Deed in accordance with clause 24.8 ( Subordinated Shareholder Creditors ).

“ Subordinated Shareholder Debt ” means (i) all present and future liabilities (actual or contingent) due, owing or incurred by the Obligors (in the capacity of subordinated debtors) or any of them to the Subordinated Shareholder Creditors including, without limitation, under or in respect of any loan, loan stock, loan capital, preference shares or in any other respect (including, without limitation, the HY Funding Loan Debt and the FRN Funding Loan Debt) and (ii) all present and future liabilities (actual or contingent) due, owing or incurred by the Obligors (in the capacity of subordinated debtor) or any of them to the Subordinated Shareholder

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Creditors and/or any other person who may hold shares in the Obligors, in each case, in relation to the share capital of the Obligors.

“ Subordinated Shareholder Document ” means any agreements or instruments under which the Subordinated Shareholder Debt arises or is regulated (including, without limitation, the Funding Loan Agreement and the FRN Funding Loan Agreement).

“ Transaction Documents ” means the Ultimate Parent/Parent Loan Agreements and the Share Purchase Agreement.

“ Trust Property ” means, collectively, (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by, and conferred on the Security Trustee under, the Security Documents, (ii) all assets paid or transferred to or vested in the Security Trustee or its agent or received or recovered by the Security Trustee or its agent in connection with any of the Security Documents whether from any Security Provider or Obligor or any other person and (iii) all rights, benefits, interests and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by the Security Trustee or its agent in respect of the same (or any part thereof).

“ V-holding Security Deposit Deed ” means the security deposit deed entered into on or about the date of this Deed by the Issuer and the Company over their shareholding interest in V-holding Zrt.

Unless otherwise defined or interpreted in this Deed, terms defined in or whose interpretation is provided for in the Senior Facilities Agreement in existence on the date of this Deed (or, to the extent a defined term is amended with the agreement of the HY Note Trustee and the FRN Trustee, such revised term) shall have the same meaning when used in this Deed (whether before or after the Senior Discharge Date).

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Deed.

In this Deed, unless the context otherwise requires:

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This Deed is intended to take effect as a deed notwithstanding that a Party may have executed it under hand only.

To the extent an HY Security Document or an FRN Security Document secures both the HY Debt and the FRN Debt then such HY Security Document or (as the case may be) such FRN Security Document shall for the purposes of this Deed also be deemed to be an FRN Security Document or (as the case may be) an HY Security Document and the HY Creditors or (as the case may be) the FRN Creditors shall each independently be subject to the same restrictions, and benefit from the same rights, in respect of such document as provided for under this Deed.

Any consent required to be given under this Deed by the Senior Agent will only be given upon the instructions of the Majority Lenders unless otherwise specified in the Senior Facilities Agreement.

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First : the Senior Debt, the Hedging Liabilities, the HY Issuer Debt and the FRN Issuer Debt (pari passu, without any preference between themselves);

Second : the HY Subordinated Debt and the FRN Subordinated Debt (pari passu, without any preference between themselves); and

Third : the Subordinated Shareholder Debt,

and, other than the Hungarian Security Deposit Deeds, the Senior Security Documents secure the Senior Debt and the Hedging Liabilities and the HY Security Documents secure the HY Debt and the FRN Security Documents secure the FRN Debt, save that (i) the second ranking share pledge in favour of the Security Trustee over the shares in Euroweb Romania and (ii) the Second Ranking Pledge of FRN Funding Loan secure both the HY Debt and the FRN Debt. The Hungarian Security Deposit Deeds secure the Senior Debt, the Hedging Liabilities, the HY Debt and the FRN Debt in accordance with clause 13 ( Priority of Security ).

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This Deed does not purport to rank any element of the HY Issuer Debt inter se or the HY Subordinated Debt inter se or the FRN Issuer Debt inter se or the FRN Subordinated Debt inter se or the Subordinated Shareholder Debt inter se .

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Each Subordinated Shareholder Creditor undertakes to each of the Senior Creditors, the HY Creditors and the FRN Creditors that, until the Senior Discharge Date, except as the Majority Lenders have previously consented in writing, and if prior to the HY Discharge Date, except as the HY Note Trustee has previously consented in writing and if prior to the FRN Discharge Date, except as the FRN Trustee has previously consented in writing, no Subordinated Shareholder Creditor will directly or indirectly:

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provided that this clause 3 shall not prevent the Subordinated Shareholder Creditors taking such action on the instructions of the Security Trustee in connection with Enforcement Action taken by the Security Trustee in accordance with the Senior Finance Documents, the HY Finance Documents or the FRN Finance Documents.

Each HY Creditor undertakes to each of the Senior Creditors that until the Senior Discharge Date, except as the Majority Lenders have previously consented in writing, it will not:

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Each FRN Creditor undertakes to each of the Senior Creditors that until the Senior Discharge Date, except as the Majority Lenders have previously consented in writing, it will not:

The Obligors and the Subordinated Shareholder Creditors agree to notify the Security Trustee in writing of any claim under, or in relation to, any of the Due Diligence Reports (a “Professional Claim”) or any event or circumstance which they believe could reasonably be expected to give rise to a Professional Claim as soon as reasonably practicable after becoming aware of the same.

Any amount received by the Obligors or the Subordinated Shareholder Creditors in respect of any Professional Claim shall (i) if an Event of Default under the Senior Facilities Agreement has occurred and is continuing, be paid to or to the order of the Security Trustee and, until such payment, the relevant recipient shall hold such sums on trust for the Security Trustee or (ii) otherwise, be paid to the Company in cash and invested in the Borrower Group. Any sums paid to the Security Trustee shall be applied as provided in paragraph 1 of Schedule 3 ( Security Trustee ) but in or towards discharge of the Senior Debt only.

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For the avoidance of doubt, nothing in this Deed shall affect or prejudice any right of the Security Trustee and/or any of the other Senior Finance Parties to commence and/or continue a Professional Claim. The Obligors, the Subordinated Shareholder Creditors, the Senior Finance Parties and the Security Trustee shall in good faith co-operate to ensure that all acts required to enable any Senior Finance Party to commence or successfully pursue a Professional Claim and to give effect to this clause 3.5.1 are done.

Each of the Subordinated Shareholder Creditors and the Obligors undertake not to challenge the validity and/or enforceability of any of the Finance Documents or the Senior Debt, the Hedging Liabilities, the HY Debt or the FRN Debt.

The Ultimate Parent undertakes to the Security Trustee that it will to the extent considered by its directors to be cost effective and commercially prudent, pursue (if necessary by legal action) against VTI any right or claim to which it may be entitled as a result of:

The Ultimate Parent undertakes to the Security Trustee that it will procure that the proceeds of any of the rights or claims referred to in clause 3.5.3 are downstreamed to the Company through the Issuer in cash immediately following receipt by way of subscription for equity share capital and/or the making of loans to the Company constituting Subordinated Shareholder Debt.

The Ultimate Parent undertakes to the Security Trustee that (i) it will not terminate, amend or waive any rights under (including in respect of any conditions precedent), or acquiesce in any termination or amendment of, or waiver of rights under, the Share Purchase Agreement (and will comply with their respective terms) other than in the case of compliance or waivers where failure to do so would not adversely affect the rights of interests of the Senior Finance Parties, the Hedge Counterparties, the HY Creditors and the FRN Creditors and (ii) it will notify the Security Trustee of any material dispute, default or breach under the Transaction Documents.

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Except as the Majority Lenders, until (and including) the Senior Discharge Date and also, if prior to the HY Discharge Date, the HY Note Trustee and also, if prior to the FRN Discharge Date, the FRN Trustee, have agreed to the Amendment in writing, no Subordinated Shareholder Creditor will amend the terms of any Subordinated Shareholder Documents (including, without limitation, the HY Funding Loan Agreement or the FRN Funding Loan Agreement) except for Amendments which (a) reflect a similar amendment or modification to, or of a term of, a Finance Document or (b) would not adversely affect the rights or interests of the Secured Creditors or the ranking or subordination arrangements provided for in this Deed (as to which a certificate of the Security Trustee (acting reasonably) shall be conclusive).

Unless the Majority Lenders have previously agreed in writing:

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Each Obligor and each Hedge Counterparty agrees that:

Each Hedge Counterparty will promptly provide to the Senior Agent copies of all documents constituting the Hedge Agreements to which it is party and copies of all documents constituting or evidencing any hedging facilities provided to the Company by that Hedge Counterparty. Such documents must be in form and substance satisfactory to the Senior Agent, acting reasonably.

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Each Obligor confirms that the Hedge Counterparties are entitled to rely on the guarantee in clause 17 ( Guarantee ) of the Senior Facilities Agreement granted by such Obligor, subject to any limitations therein or in any Guarantor Accession Undertaking by which such Obligor became party to the Senior Facilities Agreement.

Each Hedge Counterparty shall notify the Senior Agent and the Security Trustee of any default or any termination event (howsoever described) under each Hedge Agreement to which it is a party, but only if the Hedge Counterparty has actual knowledge of the event concerned. For the purpose of this clause 5.5, the Hedge Counterparty shall not be treated as having actual knowledge of any matter of which any division outside its treasury departments may become aware in the context of corporate finance, advisory or financing activities from time to time undertaken by the Hedge Counterparty for any member of the Group, the Ultimate Parent or any of their respective Subsidiaries or Associated Companies or any person which may be a trade competitor of, or may otherwise have commercial interests similar to those of, the same.

Each of the HUF Agent, the Senior Agent, the Security Trustee and each Hedge Counterparty shall consult generally with regard to any matter materially affecting the rights of the Senior Creditors as regulated by this Deed and, in particular, upon any insolvency proceeding taking place and prior to the taking of any enforcement action by the Security Trustee under any of the Senior Security Documents (for the avoidance of doubt, such consultation shall include, among other matters, discussion on the method of enforcement and realisation of security), provided that such consultation process shall not impose upon any such party (the “ first party ”) any obligation to accede to any requests made by any other such party in respect of the exercising of any of the rights of the first party nor shall the rights of the first party be fettered in any respect other than as expressly provided in this Deed.

If there is a refinancing of the entire Senior Debt, the Hedge Counterparties agree that they will release the Senior Security Documents provided that there is granted replacement security acceptable to each of them in their absolute discretion of at least an equivalent nature, value and ranking to the security granted under the Senior Security Documents.

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Subject to clause 5.1 ( Undertakings relating to Hedging Liabilities ), all repayments and prepayments of principal, payments of interest and all other amounts (including fees and taxes) in respect of the Senior Debt and the Hedging Liabilities may be made and received freely at all times in accordance with the provisions of the Senior Finance Documents and the Hedge Agreements.

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Subject to clause 8 ( Turnover ) until (and including) the Senior Discharge Date, so long as no Default (as defined in the Senior Facilities Agreement) is continuing or would result from any such payment or receipt, the Obligors may pay and the Subordinated Shareholder Creditors may receive and retain Permitted Payments (other than in relation to Permitted Funding Loan Debt and Permitted FRN Payments which are subject to the separate provisions of clause 7.3 ( Permitted Funding Loan Debt Payments and FRN Funding Payments )).

Commencing after the Senior Discharge Date until and including the HY Discharge Date, the Obligors may pay and the Subordinated Shareholder Creditors may receive and retain Permitted Payments in respect of the Subordinated Shareholder Debt in accordance with the terms of the HY Indenture and until and including the FRN Discharge Date, the Obligors may pay and the Subordinated Shareholder Creditors may receive and retain Permitted Payments in respect of Subordinated Shareholder Debt in accordance with the terms of the FRN Finance Documents.

(each such payment or distribution being a “ turnover receipt ”) the receiving or recovering Hedge Counterparty, HY Creditor, FRN Creditor or Subordinated Shareholder Creditor (as the

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case may be) will (except for any HY Noteholders or FRN Noteholders) promptly notify the Security Trustee and, in each case will, pending payment to the Security Trustee hold the relevant turnover receipt on trust (or, in jurisdictions not recognising trusts as fiduciary agent) in a segregated account (other than in the case of a HY Noteholder or a FRN Noteholder) for the Senior Finance Parties (in the case of clause 8.1.1) or the Senior Creditors (in the case of clauses 8.1.2, 8.1.3, 8.1.4 and 8.1.5) or the Secured Creditors (in the case of clause 8.1.6) and will forthwith pay to the Security Trustee for application as provided in paragraph 1 of Schedule 3 ( Security Trustee ) such turnover receipt (after deducting from the amount received or recovered the costs, liabilities and expenses (if any) incurred by the relevant creditor in recovering such amount).