Exhibit 4.6.7


 


AGREEMENT


FOR INITIAL INVESTMENT IN COSMOTELCO


 


This agreement (the “Initial
Investment Agreement”) is made on 7 February, 2003


 


BETWEEN


 


(1)                                MATÁV
RT. (HUNGARIAN TELECOMMUNICATIONS COMPANY LIMITED)


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


 


(2)                                 COSMOTELCO
ADDED VALUE SERVICES S.A.


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


 


WHEREAS:


 


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


 


(B)                                In
addition, pursuant to Clause 15.5 of the Deed and to the provisions of certain
agreement (“First Extension Agreement”) between Matáv and Cosmotelco dated
7 February 2002, Cosmotelco is the holder of a call option granted by Matáv in
respect of Stonebridge Shares representing 10% of the total issued share
capital of Stonebridge. Under the terms agreed in the First Extension
Agreement, the Option would expire on 8 February 2003.


 


(C)                                In
addition, pursuant to Clause 15.5 of the Deed and to the provisions of certain
agreement (“Second Extension Agreement”) between Matáv and CosmoTelco
dated 7 February 2003, CosmoTelco is the holder of a call option granted by
Matáv in respect of Stonebridge Shares 


 


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representing
10% of the total issued share capital of Stonebridge. Under the terms agreed in
the Second Extension Agreement, the Option would expire on 30 September 2003
(the “Extended Exercise Date”). For the avoidance of doubts, the Parties to the
Second Extension Agreement modified only the term of the Option, all other
terms and conditions of the option arrangement remaining as agreed in the Deed
and the First Extension Agreement.


 


IT IS AGREED AS FOLLOWS:


 


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


 


2.                                       In case  a mutually accepted “BC” is concluded by the 8th
of April 2003, Parties will develop the transaction structure and prepare a
separate detailed agreement (“Transaction Structure Agreement”) -
including MakTel as an initial investor and minority owner in Cosmotelco
subject to Macedonian legislation - which shall be signed no later than 7 June
2003., based on the provisions of this “Initial Investment Agreement” and
the 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 MakTel
to Cosmotelco under the current Macedonian legislation. The “Transaction
Structure Agreement” shall also  contain the future shareholding structure
of CosmoTelco with Matáv’s controlling stake directly or through MakTel after
the implementation of initial investment in CosmoTelco with an additional call
option of Matáv for CosmoTelco to be exercised until 31 December 2003.


 


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


 


4.                                       Parties also agree they
will utilise international legal advisers for the preparation of the “Transaction
Structure Agreement”. The cost of these legal advisers will be born
by the Parties proportionally (according to the final share participation of
each party), in case the 


 


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investment in Cosmotelco is realised. In case
the investment in Cosmotelco shall not be realised then the cost shall be born
by the Parties equally.


 


5.                                       CosmoTelco will exercise
its call option not later than 30 September 2003 according to the “Second
Extension Agreement”.


 


IN WITNESS WHEREOF, the parties
hereto have caused this Initial Investment Agreement to be duly
executed as a deed on the date written above.


 


	
  EXECUTED as
  a DEED

  
	
  by MATÁV RT.
  (HUNGARIAN TELECOMMUNICATIONS COMPANY LIMITED)

  
	
   

  
	
   

  
	
  /s/ Elek
  STRAUB

  	
   

  
	
  Elek STRAUB

  
	
  the Chairman
  of the Board of Directors, CEO

  
	
   

  
	
  /s/ Horst
  HERMANN

  	
   

  
	
  Horst
  HERMANN

  
	
  Chief
  Strategic and International Officer

  
	
   

  
	
   

  
	
  EXECUTED as
  a DEED

  
	
  by COSMOTELCO
  ADDED VALUE SERVICES S.A.

  
	
   

  
	
   

  
	
  /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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