Exhibit
4.33


 


Loan Agreement


 


dated as of March 18, 2005


 


 


between


 


 


Deutsche
Telekom International Finance B.V.


 


 


Strawinskylaan 1243, 12th Floor


1077 XX Amsterdam


The Netherlands


 


(“Lender”)


 


 


and


 


 


Matáv Magyar Távközlési Részvénytársaság (Matáv
Rt.)


 


Krisztina
krt. 55


1013
Budapest


Hungary


 


(“Borrower”)


 


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Contents


 


 


	
  § 1 Loan Facility

  
	
   

  
	
   

  
	
  § 2 Purpose

  
	
   

  
	
   

  
	
  § 3 Disbursal

  
	
   

  
	
   

  
	
  § 4 Interest, interest payments, interest calculation

  
	
   

  
	
   

  
	
  § 5 Loan repayment

  
	
   

  
	
   

  
	
  § 6 Notifications

  
	
   

  
	
   

  
	
  § 7 Miscellaneous

  
	
   

  
	
   

  
	
  § 8 Governing Law, Jurisdiction

  
	
   

  
	
   

  
	
  Annex: Terms and Conditions

  



 


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§ 1 Loan Facility


 


The Lender shall grant a loan facility of a total amount of


 


HUF
28.000.000.000,00


 


(Twenty eight billion 00/100 Hungarian Forint).


 


 


§ 2 Purpose


The
loan shall solely be used to finance the acquisition of a majority stake in Telekom
Crne Gore AD by the Borrower.


 


 


§ 3 Disbursal


 


The total amount of the loan shall be disbursed on March 22,
2005 to the below stated account of the Borrower:


 




	
  Beneficiary name:

  	
   

  	
  Matáv Rt.

  
	
  Bank:

  	
   

  	
  Magyar Külkereskedelmi Bank Rt

  
	
  IBAN number:

  	
   

  	
  HU07 1030 0002 2032 9354 0000 3285

  
	
  SWIFT code:

  	
   

  	
  MKKBHUHB

  






 


§ 4 Interest,
interest payments, interest calculation


 


1.     The disbursed loan shall be charged interest at
the 6-month BUBOR
plus a margin of 0,34325% p.a. (the interest rate), which is quoted
two banking days before the start of the interest period (see Reuters page
BUBOR). The interest for the first short interest period shall be the
interpolation between the 2-week BUBOR and the 1-month BUBOR quoted on on March
18, 2005 plus a margin of 0,34325% p.a.


 


2.     If a BUBOR cannot be determined, the arithmetic
mean from the interest rates stated on the market for 6-month BUBOR deposits in
interbank trading shall be considered as BUBOR for the interest period
concerned.


 


3.     Interest shall be credited to the Lender’s
account on every 7th of October and April
(interest payment date). The first interest period starts at the day of the
disbursal. The first interest payment date shall be April 7, 2005 for the
interest period starting on March 22, 2005 and ending on April 7, 2005.


 


4.     For interest calculation, the year shall
consist of 360 days and each month shall consist of actual days (Act/360, modified following).


 


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5.     The interest rate payable on the loan will be subject to adjustment
during the life of the loan. In the event of a rating change by Moody’s and
Standard & Poor’s that causes the ratings of the senior unsecured debt of
Deutsche Telekom AG by both agencies to be below Baa1 for Moody’s and below
BBB+ for Standard & Poors, the interest rate on the loan will be adjusted.
Beginning with the first interest payment date after this rating change, the
loan will bear interest at the adjusted interest rate per annum as set forth
below. The adjusted interest rate per annum for the loans will be the initial
interest rate increased by the HUF equivalent to 0,5% p.a. of the corresponding
EUR interest rate. If subsequent to an increase in the interest rate as a
result of a rating change, a new rating change by Moody’s and/or Standard &
Poor’s causes the ratings on the unsecured senior debt of Deutsche Telekom AG
by Moody’s and/or Standard & Poor’s to be above Baa2 for Moody’s and above
BBB for Standard & Poor’s, the interest payable on the loan will be
decreased by the HUF equivalent to 0,5% p.a. of the corresponding EUR interest
rate beginning with the first interest payment date after such rating change,
thereby returning to the original interest rate. There is no limit to the
number of times the interest rates payable on the loan can be adjusted up or
down based on rating changes by Moody’s and Standard & Poor’s during the
life of the loan. However, after the interest rate has been increased due to a
rating change, no further increase in the interest rate will be made in the
event of a further decrease in the Deutsche Telekom AG rating by either agency.
Similarly, after the interest rate has decreased due to a rating change, no
further decrease in the interest rate will be made in the event of a further
increase in the Deutsche Telekom AG rating by either agency.


 


§ 5 Loan repayment


 


The Borrower shall repay the
loan in HUF on October 7, 2009.


 


Premature payments shall be
possible in mutual agreement with consideration of a probable prepayment
penalty.


 


The Borrower shall be entitled to prepay the loan with
consideration of a probable prepayment penalty if - following an event of a
rating change of the senior unsecured debt of Deutsche Telekom AG by Moody’s
and Standard and Poor’s - the Lender shall be entitled to increase the interest
rate according to § 4 nr. 5 of this Agreement. Such entitlement for prepayment
shall be effective as of the interest payment date following such a change in
rating.


 


Any provable and necessary
costs/benefits arising out of or connected with the premature repayment of the
loan, documented by the Lender, shall be allocated to the Borrower. The
prepayment penalty shall be payable in EUR upon written information from the
Lender.


 


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§ 6 Notifications


 


All
notifications, announcements, information and messages under the present
Agreement shall be sent by registered mail or fax to the following addresses:


 


	
  For the Lender:

  	
   

  	
  For the Borrower:

  
	
   

  	
   

  	
   

  
	
  Deutsche Telekom International Finance B.V.

  	
   

  	
  Matáv Magyar Távközlési Részvénytársaság

  
	
  Strawinskylaan 1243, 12th Floor

  	
   

  	
  Krisztina krt. 55

  
	
  1077 XX Amsterdam

  	
   

  	
  1013 Budapest

  
	
  The Netherlands

  	
   

  	
  Hungary

  
	
  Tel.:

  	
  +31 20 575 3177

  	
   

  	
  Tel.:

  	
  +36 1 458 0440

  
	
  Fax:

  	
  +31 20 575 3178

  	
   

  	
  Fax:

  	
  +36 1 458 0405

  
	
  Attn.: Fred van der Horst

  	
   

  	
  Attn.: Olivér Imolay

  



 


§ 7 Miscellaneous


 


1.     The
Terms and Conditions are part of this Agreement (see annex).


 


2.     No.
1.3 of the Terms and Conditions shall be changed as follows: “the current
version of the budget, business plans as well as the liquidity status which
have been approved by the board of directors”.


 


3.     No.
2.1 of the Terms and Conditions shall be changed as follows: “A premature
repayment shall, unless the relevant loan agreement determines otherwise, only
be possible after obtaining the Lender’s prior written approval”.


 


4.     No.
2.2 of the Terms and Conditions shall be changed as follows: “Repaid amounts
shall, unless the relevant loan agreement determines otherwise, not be
available for renewed disbursement”.


 


5.     No.
7b of the Terms and Conditions shall be amended as follows: “falls into arrears
with payments agreed under contracts or otherwise with the Lender of sums
exceeding 2,000,000.00 EUR for longer than one month”.


 


6.     No.
8 of the Terms and Conditions shall be amended as follows: “If the Lender wants
to assign the contractual relationship to a third party that is not member of
the Deutsche Telekom Group, the prior written approval of the Borrower is
required, however, such approval shall not be unreasonably withheld”.


 


7.     Additional interest: If the Lender
does not receive from the Borrower payment of any amount due under this
Agreement on its due date the Borrower agrees to pay on demand to the Lender
interest on such amount from and including the date of such non-receipt up to
and including the date of actual payment (as well after as before judgement) at
the rate per annum specified in clause 4.1 plus an additional interest margin
of 1%.


 


8.     Taxation


 


8.1.     Tax Gross-up: All payments made by the Borrower under this
Agreement shall be made without any deduction or withholding for an account of
any income tax imposed by any taxing or governmental authority. If the Borrower
is required by law to make any deduction or withholding from any payment due
hereunder, the Lender then will increase the gross amount payable by the
Borrower so that, after any


 


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deduction or withholding, the
net amount received by the Lender will not be less than the Lender would have
received if no deduction or withholding had been required. In the event that
any credit rebate or refund arising from the aforesaid additional payment made
by the Borrower is granted to the Lender by the tax authority or other
authority, such credit rebate or refund shall be for the account of the
Borrower. Besides that, the Lender shall be obliged to provide the Borrower
with all official certificates which are necessary to obtain a tax refund.


 


8.2.     Tax Receipts: If
the Borrower is required by any law or regulation to make any payment contemplated
by Section 8.1. of this Agreement, then the Borrower shall notify the Lender
promptly as soon as it becomes aware of such requirement. The Borrower shall
remit promptly the amount of such Taxes to the appropriate taxation authority,
and in any event prior to the date on which penalties attach thereto. The
Borrower will deliver to the Lender all appropriate receipts or evidence of any
such withholding and payment and co-operate with the Lender to enable the
Lender to recover any tax or credit to which it may be entitled.


 


§ 8 Governing Law,
Jurisdiction


 


1.     This Agreement shall be governed by German law, with the exception
of  clause 5. This clause shall be
governed by the law of the Grand Duchy of Luxembourg.


 


2.      The place of
jurisdiction shall be Bonn/Germany.


 


 


	
  Amsterdam, March 18, 2005

  	
  Budapest, March 21, 2005

  
	
  Deutsche Telekom
  International Finance B.V.

  	
  Matáv Magyar Távközlési

  
	
   

  	
  Részvénytársaság

  



 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fred van der Horst

  	
   

  	
  Stephan Wiemann

  	
   

  	
  Dr. Klaus Hartmann Szabolcs Gáborjáni

  



 


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Annex


 


Terms and Conditions for the Granting of
Intercompany Loans by


Deutsche
Telekom International Finance B.V.


 


 


No. 1 Payment prerequisites


 


The LENDER is
not obliged to pay the loan (nor partial amounts thereof, if stipulated in this
Agreement) if the BORROWER


 


1.      infringes obligations under
this Agreement.


 


2.      gives information which
contains substantial inaccuracies before the conclusion or during the
implementation of this Agreement.


 


3.      has not provided sufficient
details on the financing requirements or the financing limit before the call
for each individual partial amount on the basis of the following documents:


 


the current version
of the budget, business plans as well as the liquidity status which have
been approved by the BORROWER’s Supervisory Board.


 


 


No. 2 Loan
repayment


 


1.      A premature repayment shall
only be possible after obtaining the LENDER’s prior written approval.


 


2.      Repaid amounts shall not be
available for renewed disbursement.


 


 


No. 3 Payments


 


1.      As a general principle, the
payments effected by the BORROWER shall be transferred free of charge in the
respective currency of the contract to the LENDER’s account stated in writing.
The LENDER may state a different bank account by giving written notification
thereof at any time.


 


2.      If a payment date is not a bank workday, the payment shall be effected
on the next bank workday. A “bank workday” within the meaning of this Agreement
is the day on which the business premises of the bank, which the BORROWER was notified
of in writing by the LENDER for payments under this Agreement, are open.


 


 


No. 4 Default


 


1.      If
redemption amounts are not credited to the LENDER’s account on the due date or
the full amount thereof is not paid, the LENDER shall be entitled to demand
interest on the outstanding amounts, which shall amount to the market rates
applicable between banks on the first day of default, in addition to an
interest surcharge as of the payment due date under this Agreement until and
including the date on which payment is effected.


 


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2.      If
the BORROWER should default with other payments, he shall pay to the LENDER
lump-sum damages for the outstanding amount according to No. 4, item 1, as of
the payment due date under this Agreement until and including the date on which
payment is effected.


 


No. 5 Interest
period


 


The interest period shall commence on the date (value date) on which the
loan is debited to the LENDER’s account. 


 


No. 6 Offsetting,
right of retention


 


The BORROWER is not entitled to offset counterclaims from claims under
this Agreement, or to assert a right of retention.


 


 


No. 7 Termination


 


The LENDER is entitled to terminate this Loan Agreement without
observing a notice period and to immediately call the loan including the
accrued interest and any other amounts owed as due for payment if there is a
good cause for such action.


 


Good cause is particularly if the BORROWER


 


a)     provides information before the conclusion or
during the implementation of this Agreement which contains substantial
inaccuracies.


 


b)    falls into arrears with payments agreed under
contracts or otherwise with the LENDER for longer than one month.


 


c)     and if Deutsche Telekom AG does not hold,
directly or indirectly, a greater interest than 50 % in the BORROWER.


 


 


No. 8 Taking-over of the agreement, assignment 


 


The LENDER is entitled to assign the contractual relationship to a third
party in such a manner that this party takes over the Loan Agreement in lieu of
the LENDER. The loan relationship shall pass to the third party with all the
rights and duties under this Agreement. The approval of the BORROWER is not
required for such action.


The claims of the BORROWER under this Agreement are not transferable nor
chargeable.


 


 


No. 9 Reporting


 


The BORROWER undertakes


 


1.      to immediately inform the
LENDER of unforeseen events which have a substantial effect on the course of
business and the situation of the company.


 


2.      to submit the reports agreed
to the LENDER in the course of Group reporting.


 


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No. 10 Final provisions


 


1.      Amendments and supplements to this Agreement
must be made in writing.


 


2.      Invalid
clauses of this Agreement shall not affect the validity of the remaining
clauses. The parties to this Agreement shall immediately replace such invalid
clauses with appropriate clauses accordingly.


 


3.      Should
the LENDER not exercise a right due to him under this Agreement at all or only
temporarily, this shall not constitute a waiver of such right.


 


4.      Applicable
law, jurisdiction


a)   This Agreement shall be governed by and
construed in accordance with the laws of the Federal Republic of Germany.


b)   Place of jurisdiction shall be Bonn, Federal
Republic of Germany.


 


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