**Exhibit 4.6.7**

 

**AGREEMENT**

**FOR INITIAL INVESTMENT IN COSMOTELCO**

 

This agreement (the “**InitialInvestment Agreement**”) is made on 7 February, 2003

 

BETWEEN

 

**(1)****                                MATÁVRT.**(HUNGARIAN TELECOMMUNICATIONS COMPANY LIMITED)

H-1013Budapest, Krisztina krt. 55., Budapest, Hungary (“**MATÁV**”) and

 

**(2)****                                 COSMOTELCOADDED VALUE SERVICES S.A.**

47 Ag.Konstantinou Str., Maroussi, Attica, Greece; (“**COSMOTELCO**”).

 

**WHEREAS:**

 

(A)                              Pursuantto the provisions of the Subscription and Shareholders’ Deed (the “**Deed**”)relating to Stonebridge Communications AD Skopje (“**Stonebridge**”) [dated 14December 2000 as amended by the First Supplemental Deed dated 10 January 2001,the Second Supplemental Deed dated 8 February 2001 and the Third SupplementalDeed dated 10 May, 2001, now between Stonebridge, Telemacedonia AD Skopje,MATÁV, Cosmotelco and SEEF Holdings Limited (“SEEF”)], Matáv, Cosmotelco andSEEF are the co-holders of all shares in Stonebridge (“**Stonebridge Shares**”), andCosmotelco owns 5,078,557 pieces of Stonebridge Shares representing, inaggregate, 7.4464% of the total share capital of Stonebridge;

 

(B)                                Inaddition, pursuant to Clause 15.5 of the Deed and to the provisions of certainagreement (“**First Extension Agreement**”) between Matáv and Cosmotelco dated7 February 2002, Cosmotelco is the holder of a call option granted by Matáv inrespect of Stonebridge Shares representing 10% of the total issued sharecapital of Stonebridge. Under the terms agreed in the First ExtensionAgreement, the Option would expire on 8 February 2003.

 

(C)                                Inaddition, pursuant to Clause 15.5 of the Deed and to the provisions of certainagreement (“**Second Extension Agreement**”) between Matáv and CosmoTelcodated 7 February 2003, CosmoTelco is the holder of a call option granted byMatáv in respect of Stonebridge Shares 

 

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representing10% of the total issued share capital of Stonebridge. Under the terms agreed inthe Second Extension Agreement, the Option would expire on 30 September 2003(the “Extended Exercise Date”). For the avoidance of doubts, the Parties to theSecond Extension Agreement modified only the term of the Option, all otherterms and conditions of the option arrangement remaining as agreed in the Deedand the First Extension Agreement.

 

**IT IS AGREED AS FOLLOWS:**

 

1.                                       Matáv and CosmoTelcoshall use their best efforts to finalise by the 8th of April 2003the Business Case (BC) for determining the initial investment needs to bringCosmoTelco in a position to be strong alternative fix line operator in Greece.

 

2.                                       In case  a mutually accepted **“BC”**is concluded by the 8thof April 2003, Parties will develop the transaction structure and prepare aseparate detailed agreement (“**Transaction Structure Agreement”)** -including MakTel as an initial investor and minority owner in Cosmotelcosubject to Macedonian legislation - which shall be signed no later than 7 June2003., based on the provisions of this “**Initial Investment Agreement”**andthe result of the evaluation what is described in Chapter 3 of this Agreement.****The “**Transaction Structure Agreement”**shall provide among others the investment that could be realised through MakTelto Cosmotelco under the current Macedonian legislation. The “**TransactionStructure Agreement”**shall also****contain the future shareholding structureof CosmoTelco with Matáv’s controlling stake directly or through MakTel afterthe implementation of initial investment in CosmoTelco with an additional calloption of Matáv for CosmoTelco to be exercised until 31 December 2003.

 

3.                                       It is agreed that withinfive (5) working days from the finalisation of BC, each Party shall proceed tothe evaluation of Cosmotelco on a going concern basis. In case the valuation asdetermined by the Parties shall not be in conformity with each other then the partiesshall be immediately engaged in good faith negotiations in order to reach amutually agreed valuation. Each party shall bear the costs of its ownevaluation.

 

4.                                       Parties also agree theywill utilise international legal advisers for the preparation of the “**TransactionStructure Agreement”**. The cost of these legal advisers will be bornby the Parties proportionally (according to the final share participation ofeach party), in case the 

 

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investment in Cosmotelco is realised. In casethe investment in Cosmotelco shall not be realised then the cost shall be bornby the Parties equally.

 

5.                                       CosmoTelco will exerciseits call option not later than 30 September 2003 according to the “**SecondExtension Agreement**”.

 

IN WITNESS WHEREOF, the partieshereto have caused this **Initial Investment Agreement** to be dulyexecuted as a deed on the date written above.

 
| EXECUTED as  a DEED                                                   |
|-----------------------------------------------------------------------|
| by **MATÁV RT.  (HUNGARIAN TELECOMMUNICATIONS COMPANY LIMITED)** |
|                                                                  |
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| /s/ Elek  STRAUB                                                      |   |
| Elek STRAUB                                                           |
| the Chairman  of the Board of Directors, CEO                          |
|                                                                  |
| /s/ Horst  HERMANN                                                    |   |
| Horst  HERMANN                                                        |
| Chief  Strategic and International Officer                            |
|                                                                  |
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| EXECUTED as  a DEED                                                   |
| by **COSMOTELCO  ADDED VALUE SERVICES S.A.**                          |
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| /s/ Nikos  STAVRIDIS                                                  |   |
| Nikos  STAVRIDIS                                                      |
| The Chairman  of the Board of Directors                               |
|                                                                  |
| /s/ Mihail  KEFALOYANNIS                                              |   |
| Mihail  KEFALOYANNIS                                                  |
| Member of  the Board of Directors                                     |

 

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