Exhibit 10.33

                           No.__ of Twenty-Five Notes


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THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE'S
SECURITIES LAWS. NEITHER THIS NOTE NOR ANY PORTION THEREOF MAY BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR OFFERED FOR SALE
UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS
AVAILABLE WHICH IS ACCOMPANIED BY AN OPINION OF ISSUER COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED. THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS
SUBORDINATE TO THE SENIOR OBLIGATIONS, AS DEFINED HEREIN
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                               AMENDED & RESTATED
                   U.S.$ 1,000,000 UNSECURED SUBORDINATED NOTE
                                       OF
                       HUNGARIAN TELEPHONE AND CABLE CORP.
                 (Amending and Restating a Promissory Note dated
                                  May 12, 1999)



Principal Amount: U.S. $1,000,000

Issue Date: May 12, 1999 and                    Expiration Date:  March 31, 2007
amended and restated April __, 2000


For value received, Hungarian Telephone and Cable Corp., a company formed under
the laws of the State of Delaware, U.S.A. (the "Issuer"), hereby promises to pay
to Postabank es Takarekpenztar Reszvenytarsasag the principal amount of this
Note on the dates and in the amounts specified in the Conditions (as defined
below). The Issuer promises to pay interest on the unpaid principal amount of
this Note until the principal amount is paid in full, at such interest rates and
payable at such times, as specified in the Conditions.

This Note is one of a series of twenty-five Notes (collectively, the "Notes")
dated the Issue Date and amended and restated on April __, 2000 which have been
issued by the Issuer in favor of Postabank es Takarekpenztar Reszvenytarsasag
("Postabank") to amend and restate certain notes issued by the Issuer in favor
of Postabank pursuant to a securities purchase agreement (as amended, the
"Securities Purchase Agreement") dated May 10, 1999 between the Issuer and
Postabank. Each of the Notes is subject to the additional terms and conditions
which are set forth in the annex attached hereto (the "Conditions") and are
incorporated herein by reference in their entirety.

<PAGE>


Upon any redemption of less than the entire principal amount outstanding of this
Note in accordance with the Conditions, the amount so redeemed shall be recorded
by the Issuer in the register maintained by the Issuer (the "Register") and the
principal amount outstanding of this Note from time to time shall be as recorded
in the Register. The Issuer will promptly upon written request from a Noteholder
provide free of charge to such Noteholder a certified copy of the Register
indicating the aggregate principal amount of the Notes redeemed on or prior to
the date of such copy.

This Note is issued in registered form and is not transferable in part.


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<PAGE>




AS WITNESS the signature of a duly authorized officer on behalf of the Issuer:



HUNGARIAN TELEPHONE AND CABLE CORP., as Issuer


By:    _______________________________
Name:  Kaj Ole Bertram
Title: President and Chief Executive Officer




duly authorized signatory
EXECUTED as of April __, 2000



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<PAGE>


FORM OF TRANSFER

BETWEEN:

(1)  [Transferor] (the "Transferor"); and

(2)  [Transferee] (the "Transferee").

DATE:   [____________]

For value received the Transferor hereby transfers [*] Note[s] issued by
Hungarian Telephone and Cable Corp. (the "Note[s]") in the original principal
amount of U.S.$ [*] to the Transferee in accordance with the Conditions (as
defined in the Note) and instructs the Issuer to register the Transferee as
owner of the Note[s].

SIGNED:

 ......................................           ...............................
duly authorized signatory                        duly authorized signatory
for and on behalf of                             for and on behalf of
[Transferor] as Transferor                       [Transferee] as Transferee



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<PAGE>


 Terms and Conditions of the Amended and Restated Unsecured Subordinated Notes

The issue (the "Note Issue") of the Notes (the "Notes") of Hungarian Telephone
and Cable Corp. (the "Issuer") are subject to these terms and conditions (the
"Conditions"). The Noteholders (as defined below) are bound by, and are deemed
to have notice of, all the Conditions contained herein applicable to them.

1.       Defined Terms and Interpretations

         As used in the Securities Purchase Agreement (including the attached
         Exhibits) and in respect of the certificates for and terms and
         conditions of the Notes, the following terms shall have the specified
         meanings (unless otherwise defined therein):

         "Arrangers" means Citibank, N.A. and Westdeutsche Landesbank
         Girozentrale, each in its capacity as Arranger under the Senior Secured
         Credit Agreement;

         "Banks" means the Arrangers and the other financial institutions from
         time to time party to the Senior Secured Credit Agreement;

         "Business Day" means any day (other than a Saturday or Sunday) on which
         banks are not required or authorized to close in New York City and
         Budapest;

         "Clause" means, subject to any contrary indication, a reference to a
         Clause hereof;

         "Condition" and "Conditions" shall have the meanings ascribed thereto
         herein;

         "Dispute" shall mean any dispute or difference arising out of or in
         connection with this Note, including any question as to its existence,
         validity or termination;

         "Expiration Date" means March 31, 2007, or if such day is not a
         Business Day, the next succeeding day which is a Business Day;

         "Facility Agent" means, at any time, the facility agent for the Banks
         under the Senior Secured Credit Agreement at such time, being as at the
         date of the amendment and restatement of the Notes, Citibank
         International plc;

         "Finance Documents" means, at any time, each of the Securities Purchase
         Agreement, the Warrant Agreement and any other document, notice,
         instrument or agreement entered into or delivered pursuant to any of
         the foregoing, and "Finance Document" shall mean any or each such
         document, notice, instrument or agreement;

         "Finance Parties" has the meaning ascribed to such term in the Senior
         Secured Credit Agreement;


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<PAGE>


         "Fixed Margin" means in relation to each Interest Period or other
         relevant period six per cent (6%) per annum; provided that if the
         interest on the Notes is duly paid on the Interest Payment Date for an
         Interest Period when due, then the Fixed Margin for such Interest
         Period shall be three and one-half per cent (31/2%) per annum;

         "Governmental Authority" means any nation or government, any state or
         other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government;

         "HTCC Consulting" means HTCC Tanacsado Reszvenytarsasag;

         "HTCC Group" means the Issuer and each of its subsidiaries;

         "holder" has the meaning ascribed to such term in Clause 5.2;

         "Hungary" means the Republic of Hungary;

         "Interbank Rate" means in relation to any Interest Period or other
         period, the arithmetic mean (rounded upward to the nearest four decimal
         places) of the offered quotations for U.S. dollar deposits for such
         period which appear on the relevant Telerate Page of the Telerate
         Service which displays a British Bankers Association Interest
         Settlement Rate for U.S. dollars (or such other page or such other
         service as may replace such page and/or service, as appropriate, for
         the purpose of displaying London Interbank Offered Rates of leading
         banks) at or about 11:00 a.m. (London time) on the applicable Quotation
         Day; provided that if there is one only or no such offered quotations
         on the relevant Telerate Page of the Telerate Service or there is no
         relevant Telerate Page, the applicable interest rate shall be the
         arithmetic mean (rounded upwards, if not already such a multiple of
         one-sixteenth of one per cent (0.0625%)) of the rates at which each of
         the Reference Banks was offering to prime banks in the Budapest
         Interbank market deposits in U.S. dollars at or about 11:00 a.m.
         (Budapest time) on the applicable Quotation Day for a period equal to
         such period and in an amount comparable with the amount to be
         outstanding during such period;

         "Interest Payment Date" has the meaning ascribed to it in Clause 14.2;

         "Interest Payment Default" means any interest payment when due on the
         Interest Payment Date therefor shall fail to be made and such failure
         shall continue for at least 365 consecutive days after such Interest
         Payment Date; provided, however that no Interest Payment Default shall
         be deemed to have occurred hereunder if, within 10 days after the end
         of such 365-day period, the Noteholder shall have received all interest
         accrued (including, without limitation, interest accruing pursuant to
         Clause 15.1) from such Interest Payment Date to the date the interest
         payment is made;


                                       6
<PAGE>


         "Interest Period" means, subject as provided below, in relation to any
         Note, a period of six (6) months provided that:

         (a)  if any Interest Period would otherwise end on a day which is not a
              Business Day, that Interest Period shall be extended to the next
              succeeding Business Day unless the result of such extension would
              be to carry such Interest Period over into another calendar month
              in which event such Interest Period shall end on the last
              preceding Business Day; and

         (b)  any Interest Period which commences on the last day of a calendar
              month and any Interest Period which commences on a day for which
              there is no numerically corresponding day in the calendar month
              which is the relevant number of months after the commencement of
              such Interest Period shall end on the last Business Day of the
              calendar month which is the relevant number of calendar months
              after the commencement of such Interest Period;

         "Issue Date" means, as to any Note, the date(s) specified as such in
         such Note;

         "Issuer" means Hungarian Telephone and Cable Corp., a corporation
         formed under the laws of the State of Delaware;

         "Majority Lenders" has the meaning ascribed to such term in the Senior
         Secured Credit Agreement;

         "Mandatory Prepayment Event" means any of the following:

                      (a) while any Senior Obligations shall remain unpaid or
                  any commitment under the Senior Secured Credit Agreement shall
                  be in force, the occurrence of (i) any Senior Default or (ii)
                  an Interest Payment Default; or

                      (b) at any time after the Senior Obligations shall have
                  been paid in full and the commitments under the Senior Secured
                  Credit Agreement shall have been terminated, (i) the
                  occurrence of any "Event of Default" (as defined in the Senior
                  Secured Credit Agreement as in effect immediately prior to
                  such payment and termination) or (ii) the Issuer shall fail to
                  make any payment (whether of principal, interest or otherwise)
                  when due under this Note;

         "month" is a reference to a period starting on one day in a calendar
         month and ending on the numerically corresponding day in the next
         succeeding calendar month save that, where any such period would
         otherwise end on a day which is not a Business Day, it shall end on the
         next succeeding Business Day, unless that day falls in the calendar
         month succeeding that in which it would otherwise have


                                       7
<PAGE>


         ended, in which case it shall end on the immediately preceding Business
         Day if a period starts on the last Business Day in a calendar month or
         if there is no numerically corresponding day in the month in which that
         period ends, that period shall end on the last business day in that
         later month;

         "Noteholder" has the meaning ascribed to such term in Clause 5.2;

         "Notes" means the notes issued in accordance with the Securities
         Purchase Agreement, as such notes have been amended and restated on
         April __, 2000, and to which the Conditions contained herein are
         applicable;

         "Person" means an individual, partnership, corporation (including a
         business trust), joint stock issuer, estate, trust, limited liability
         issuer, unincorporated association, joint venture or other entity, or a
         Governmental Authority;

         "Post-Petition Interest" means interest at the contract rate accruing
         subsequent to the filing of a petition initiating any proceeding in
         bankruptcy, insolvency or like proceeding whether or not such interest
         is an allowed claim enforceable against the debtor in any proceeding
         under any applicable bankruptcy law;

         "Quotation Day" means in relation to any Interest Period or other
         period, the day on which interest rate quotations are ordinarily given
         by prime banks in the London Interbank Market for deposits in U.S.
         dollars for delivery on the first day of the Interest Period or other
         such period; provided that, if, for any such period, quotations would
         ordinarily be given on more than one day, the Quotation Day for such
         period will be the last of those days;

         "Reference Banks" means the principal London offices of ABN AMRO Bank
         N.V., Citibank N.A. and ING Bank N.V., or such other bank or banks as
         may from time to time be agreed between the Issuer and the Noteholders,
         such agreement not to be unreasonably withheld or delayed;

         "Register" means the register to be kept by the Issuer in which the
         Noteholders from time to time of the Notes are registered;

         "Schedule" shall, subject to any contrary indication, be construed as a
         reference to a schedule hereto;

         "Senior Default" means, while any Senior Obligations shall remain
         unpaid or any commitment under the Senior Secured Credit Agreement
         shall be in force, the occurrence of "Event of Default" (as defined in
         the Senior Secured Credit Agreement) and the acceleration of the
         maturity of the Senior Obligations in accordance with the terms
         thereof, if such acceleration shall continue for at least 365
         consecutive days after the Facility Agent has so elected such
         acceleration;


                                       8
<PAGE>

         "Senior Guaranty" means the Deed of Guarantee No. 6 dated as of April
         __, 2000 among the Issuer, as guarantor, Citibank International plc, as
         Facility Agent and beneficiary, Citibank Rt., as Security Agent and
         beneficiary and Hungarotel Tavkozlesi Koncesszios Reszvenytarsasag,
         RABA-COM Tavkozlesi Koncesszios Reszvenytarsasag, Papa es Tersege
         Tavkozlesi Koncesszios Reszvenytarsasag, and KNC Kelet-Nograd COM
         Tavkozlesi Koncesszios Reszvenytarsasag, as countersignors;

         "Senior Indebtedness" means all indebtedness and other obligations of
         any member of the HTCC Group to the Finance Parties under or in
         connection with the Senior Loan Agreements;

         "Senior Loan Agreements" means the Senior Secured Credit Agreement, the
         Senior Guaranty, the Senior Security Deposit Agreement, the Senior
         Security Agreement, and each "Senior Finance Document" (as defined in
         the Senior Secured Credit Agreement) and, in each case, any other
         agreement relating to the obligations thereunder;

         "Senior Obligations" means the principal, premium, if any, interest
         (including Post-Petition Interest), penalties, fees, expenses, claims,
         charges, indemnity obligations, attorneys' fees and expenses, and other
         liabilities with respect to the Senior Indebtedness;

         "Senior Secured Credit Agreement" means the EUR 130,000,000 Secured
         Senior Debt Facility Agreement dated as of April __, 2000 among
         Hungarotel Tavkozlesi Koncesszios Reszvenytarsasag, RABA-COM Tavkozlesi
         Koncesszios Reszvenytarsasag, Papa es Tersege Tavkozlesi Koncesszios
         Reszvenytarsasag, and KNC Kelet-Nograd COM Tavkozlesi Koncesszios
         Reszvenytarsasag, as Borrowers; the Issuer and HTCC Consulting, as
         Guarantors; Citibank, N.A. and Westdeutsche Landesbank Girozentrale, as
         Arrangers; the Facility Agent; Citibank Rt., as Security Agent; and the
         financial institutions party to the Senior Secured Credit Agreement in
         their capacity as lenders;

         "Senior Security Agreement" means the Pledge and Security Agreement
         dated as of April __, 2000 by the Issuer in favor of Citibank Rt., as
         Security Agent;

         "Senior Security Deposit Agreement" means the Security Deposit No. 1
         Agreement dated as of April __, 2000 among the Issuer, as depositor,
         Citibank Rt., as Security Agent and depositee, and Hungarotel
         Tavkozlesi Koncesszios Reszvenytarsasag, RABA-COM Tavkozlesi
         Koncesszios Reszvenytarsasag, Papa es Tersege Tavkozlesi Koncesszios
         Reszvenytarsasag, and KNC Kelet-Nograd COM Tavkozlesi Koncesszios
         Reszvenytarsasag, as countersignors;

         "Standstill Termination Date" means the earlier of (a) the repayment in
         full in cash of the Senior Obligations and (b) March 31, 2007;


                                       9
<PAGE>


         "Subordinated Debt" has the meaning ascribed to such term in Clause 19;

         "Subordination Event" means the occurrence of any "Event of Default" as
         defined in the Senior Secured Credit Agreement;

         "Tax" means any tax, levy, impost, duty or other charge of a similar
         nature (including, without limitation, any penalty or interest payable
         in connection with any failure to pay or any delay in paying any of the
         same);

         "U.S. dollar", "dollars", "USD", "$" and "U.S.$" means the lawful
         currency of the United States of America;

         "Warrants" means the warrants to purchase common stock of the Issuer,
         set out as Exhibit B to the Securities Purchase Agreement; and

         "winding up", "dissolution", "administration or "re-organization" of
         the Issuer or corporation shall be construed so as to include any
         equivalent or analogous proceedings under the law of the jurisdiction
         in which the Issuer or corporation is incorporated or any jurisdiction
         in which the Issuer or corporation carries on business, including the
         seeking of liquidation, winding up, re-organization, dissolution,
         administration, arrangement, adjustment, protection or relief of
         debtors.

1.2      Save where the contrary is indicated, any reference herein to:

         (a)  the Securities Purchase Agreement or any other agreement or
              document shall be construed as a reference to the Securities
              Purchase Agreement or, as the case may be, such other agreement or
              document as the same may have been, or may from time to time be,
              amended, varied, novated or supplemented to the extent expressly
              permitted by the terms of the Senior Loan Agreements;

         (b)  a reference to any Person includes its successors and permitted
              transferees and permitted assigns;

         (c)  a statute shall be construed as a reference to such statute as the
              same may have been, or may from time to time be, amended or
              re-enacted; and

         (d)  a reference to the Senior Secured Credit Agreement, the Senior
              Guaranty, the Senior Security Deposit Agreement and any other
              Senior Loan Agreement, shall be construed as a reference to any
              such agreement as any such agreement may be amended, restated,
              renewed, replaced, refinanced, supplemented or otherwise modified
              from time to time, and to any agreement extending the maturity of,
              refinancing or otherwise restructuring all or any portion of the
              obligations under such agreements or any successor thereto;


                                       10
<PAGE>


1.3      Clause and Schedule headings are for ease of reference only. Unless the
         context otherwise requires, words denoting the singular shall include
         the plural and vice versa.

2.       The Notes

         The Notes having an aggregate principal amount of twenty-five million
         U.S. dollars (U.S.$ 25,000,000) have been issued in twenty-five (25)
         Notes of equal value.

3.       Purpose

3.1      The proceeds of the Notes have been used by the Issuer for the making
         of various loans to members of the HTCC Group.

4.       Constitution of the Notes

4.1      The Issuer hereby covenants in favor of the Noteholders and each
         Noteholder that it will duly perform and comply with the obligations
         expressed to be undertaken by it in the Conditions (and for this
         purpose any reference in the Conditions to any obligation or payment
         under or in respect of any Note shall be construed to include a
         reference to any obligation or payment under or pursuant to this
         provision). The Issuer hereby unconditionally and irrevocably
         acknowledges the right of every Noteholder to the prompt production of
         a copy of the Securities Purchase Agreement.

4.2      The covenant set out in Clause 4.1 shall inure to the benefit of the
         Noteholders and each Noteholder and its/their (and any subsequent)
         successors and permitted transferees, each of which shall be entitled
         severally to enforce the covenant set out in Clause 4.1.

4.3      Each Noteholder shall be entitled to transfer or assign all or any of
         its rights, benefits and obligations in respect of this Clause 4 solely
         in accordance with Clause 6 (Transfers of Notes).

5.       Form and Title

5.1      The Notes are issued in registered form. The Issuer will maintain a
         register (the "Register") in respect of the Notes.

5.2      In these Conditions, the "holder" of a Note means the person in whose
         name such Note is for the time being registered in the Register (or, in
         the case of a joint holding, the first named thereof) and "Noteholder"
         shall be construed accordingly. The holder of a Note shall (except as
         otherwise required by law) be treated as the absolute owner of such
         Note for all purposes (whether or not it is overdue and regardless of
         any notice of ownership, trust or any other interest therein, any
         writing on any Note (other than the endorsed form of transfer) or any


                                       11

<PAGE>


         notice of any previous loss or theft of such Note) and no person shall
         be liable for so treating such holder.

6.       Transfers of Notes

6.1      Subject to Article XI of the Securities Purchase Agreement, Clause 6.3
         and Clause 19, a Note may be transferred in whole (but not in part)
         upon surrender of such Note, with the endorsed form of transfer duly
         completed, at the office of the Issuer specified in Clause 21.1,
         together with such evidence as the Issuer may reasonably require to
         prove:

         (a)  the title of the transferor; and

         (b)  the authority of the individuals who have executed the form of
              transfer.

         The transfer of a Note will be effected without charge.

6.2      Within five (5) Business Days of the surrender of a Note in accordance
         with Clause 6.1 above, the Issuer will register the transfer in
         question and deliver a new Note to the relevant holder at its specified
         office or (at the request and risk of such relevant holder) by
         uninsured first class mail (airmail if overseas) to the address
         specified for the purpose by such relevant holder.

6.3      No Noteholder may require transfers to be registered during the period
         of five (5) Business Days prior to the due date for any payment of
         principal in respect of any Note.

7.       Status

         The Notes constitute direct, general and unconditional obligations of
         the Issuer which will at all times rank subordinated to the Senior
         Obligations and pari passu with all other present and future unsecured
         obligations of the Issuer.

8.       Conditions Precedent to Issuance of the Notes

         The conditions precedent for the issuance of the Notes have been duly
         satisfied.

9.       Representations and Warranties of the Issuer

         The Issuer hereby repeats and on the Issue Date of any Note is deemed
         to repeat, in favor of the Noteholders and each Noteholder, each of the
         representations and warranties set out in Article III (Representations
         and Warranties of the Company) of the Securities Purchase Agreement, as
         if each such representation and warranty were set out herein, by
         reference to the then existing facts and circumstances.


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<PAGE>


10.      Covenants of the Issuer

10.1     The Issuer covenants with the Noteholders and each Noteholder that it
         shall provide them with such financial and other information regarding
         the Issuer, its business and assets as any Noteholder may from time to
         time reasonably require.

10.2     The Issuer covenants with and undertakes to the Noteholders and to each
         Noteholder:

         (a)  to inform each Noteholder promptly upon any of the representations
              and warranties given or to be given by the Issuer in Article III
              of the Securities Purchase Agreement becoming materially untrue or
              inaccurate, by reference to the then existing facts and
              circumstances;

         (b)  that it shall not issue or incur any bond, note, indebtedness,
              debenture or debenture stock, except (i) pursuant to, or permitted
              under the terms of, the Securities Purchase Agreement or the
              Senior Loan Agreements, and (ii) for the purpose of redeeming any
              Note issued hereunder;

         (c)  to supply the Noteholders and each Noteholder with the financial
              information as set out in Article VI (Affirmative Covenants of the
              Issuer) of the Securities Purchase Agreement; and

         (d)  to promptly notify the Noteholders and each Noteholder of the
              occurrence of a Mandatory Prepayment Event or a potential
              Mandatory Prepayment Event.

11.      Redemption

11.1     Subject to the subordination provisions set forth in Clause 19, each
         Note will be redeemed at its face amount on the Expiration Date,
         together with all accrued interest and any other amount payable under
         the Notes. Redeemed Notes will be cancelled and may not be reissued or
         resold.

11.2     The Issuer may redeem the Notes, in whole or in part, prior to the
         Expiration Date

         Provided that:

         (a)  the Issuer shall give to the Noteholders not less than ten (10)
              Business Days prior written notice of its intention to make any
              such prepayment;

         (b)  on the redemption of the whole of the Notes, the Issuer shall pay
              to the Noteholders the face amount of the Notes, together with all
              accrued interest and any other amount payable under the Notes;

         (c)  the Issuer shall pay to the Noteholder on demand a sum equal to
              the reasonable breakage costs incurred by the Noteholder as a
              result of


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<PAGE>


              redemption of the Note prior to the end of the applicable Interest
              Period (as determined by the Noteholder);

         (d)  any redemption of part of the Notes will be subject to the minimum
              prepayment of five million U.S. dollars (U.S.$ 5,000,000) and
              integral multiples of one million U.S. dollars (U.S.$ 1,000,000),
              and any such prepayment shall be applied by the Issuer pro rata
              towards the prepayment of the amounts of principal of each of the
              Notes then outstanding; and

         (e)  such redemption is expressly permitted by the terms of the Senior
              Secured Credit Agreement and Clause 19 hereof.

12.      Payments

12.1     On each date on which these Conditions require an amount to be paid by
         the Issuer, the Issuer shall make the same available to Noteholders at
         the opening of business on the due date for such payment by payment in
         U.S. dollars and in immediately available cleared funds to a bank
         account of each Noteholder in New York City or Budapest specified from
         time to time to the Issuer by such Noteholder for this purpose.

12.2     If the date on which any payment is to be made under the Conditions is
         not a Business Day then the Noteholders shall not be entitled to
         payment of such amount until the next following Business Day and shall
         not be entitled to any further interest or other payment in respect of
         any such delay.

12.3     All payments required to be made by the Issuer hereunder shall be made
         in U.S. dollars and shall be calculated without reference to any
         set-off or counterclaim and shall be made free and clear of any without
         any deduction for or on account of any set-off or counterdown save as
         required by mandatory provisions of law.

13.      Taxes and Tax Credits

13.1     All sums payable in respect of the Notes shall be made free and clear
         of and without withholding or deduction for or on account of any tax
         unless the Issuer is required by law to make such a payment subject to
         the withholding or deduction of tax, in which case to the extent that
         the Noteholder is the Noteholder the sum payable by the Issuer in
         respect of which such withholding or deduction is required to be made
         shall be increased to the extent necessary to ensure that, after the
         making of such withholding or deduction, each Noteholder receives and
         retains (free from any liability in respect of any such withholding or
         deduction) a net sum equal to the sum which it would have received and
         so retained had no such withholding or deduction been made or required
         to be made.


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<PAGE>


13.2     If, at any time, the Issuer is required by law to make any withholding
         or deduction from any sum payable by it hereunder (or if thereafter
         there is any change in the rates at which or the manner in which such
         withholdings or deductions are calculated), the Issuer shall promptly
         notify the Noteholder.

13.3     If, following the making of any increased payment by the Issuer
         pursuant to Clause 13.1, a Noteholder receives or is granted a credit
         against, remission for or repayment of any tax payable or suffered by
         it which is referable to such deduction or withholding or such
         increased payment and which confers a genuine benefit on such
         Noteholder, such Noteholder shall, to the extent that the auditors of
         such Noteholder (acting as experts and not as arbitrators) are
         reasonably satisfied that it can do so without prejudice to the
         retention of such credit, remission or repayment, promptly reimburse
         the Issuer with such amount as the auditors of such Noteholder (acting
         as experts and not as arbitrators) shall reasonably determine and
         certify (substantiating in reasonably sufficient detail the amount
         concerned but not including any matters which such Noteholder fairly
         regards as confidential) to the Issuer to be such proportion of such
         credit, remission or repayment as will leave such Noteholder (after
         such reimbursement) in no better position (after tax) than would have
         been the case had no such deduction or withholding been required to be
         made.

13.4     Reimbursement shall be made under Clause 13.3 above within seven (7)
         days after a Noteholder has actually received the benefit of such
         exemption, credit, emission or repayment, but any reimbursement shall
         include an amount in respect of interest or repayment supplement on or
         in respect of tax actually received or credited to such Noteholder in
         respect of such exemption, credit, remission or repayment and such
         Noteholder shall not unreasonably delay the obtaining of such benefit.

13.5     If a Noteholder is obliged to pay to the Issuer any sum under a Note
         and:

         (a)  any such exemption, credit, remission or repayment as is referred
              to in Clause 13.3 is subsequently withdrawn in whole or in part;
              or

         (b)  such sum is paid on the basis that it would be allowed to such
              Noteholder as a deduction or offset for taxation purposes in the
              accounting period of such Noteholder and such assumption
              subsequently proves to be incorrect,

         then the Issuer shall repay to such Noteholder promptly on demand such
         amount as the auditors of such Noteholder (acting as experts and not as
         arbitrators) shall reasonably determine and certify (substantiating in
         reasonably sufficient detail the amount concerned and not including any
         matters which such Noteholder fairly regards as confidential) to the
         Issuer to be such amount as will leave such Noteholder (after such
         repayment) in no better position (after tax) than would have been the
         case had no such circumstances mentioned in paragraphs (a) and (b)
         above existed.


                                       15
<PAGE>


14.      Interest

14.1     The rate of interest on the Notes for each Interest Period shall be the
         aggregate of the applicable:

         (a)  Fixed Margin; and

         (b)  Interbank Rate.

14.2     Except as otherwise provided herein in Clause 19 or otherwise, interest
         shall be payable by the Issuer in U.S. dollars in advance on the first
         day of each Interest Period (each such day, an "Interest Payment
         Date").

14.3     The first Interest Period in respect of the Notes will commence on May
         12, 2000 with the next Interest Payment Date being six (6) months
         thereafter.

14.4     Interest shall accrue from day to day from and including the last day
         of the immediately preceding Interest Period to but excluding the last
         day of the current Interest Period and shall be calculated at the rate
         specified in Clause 14.1.

15.      Default Interest and Indemnity

15.1     If interest in respect of any Note which is due and payable by the
         Issuer hereunder is not paid on the due date therefor or if any sum due
         and payable by the Issuer under any judgment of any court in connection
         herewith is not paid on the date of such judgment, such sum (the
         balance thereof for the time being unpaid being herein referred to as
         an "unpaid sum") shall bear interest at the rate specified in Clause
         14.1 beginning on such due date or, as the case may be, the date of
         such judgment and ending on the date upon which the obligation of the
         Issuer to pay is discharged.

15.2     Any interest which shall have accrued under Clause 15.1 in respect of
         an unpaid sum shall be due and payable and shall be paid by the Issuer
         to the relevant Noteholder(s) at the end of the period by reference to
         which it is calculated or on such other date or dates as such
         Noteholder(s) may specify by written notice to the Issuer, provided,
         however that any such interest which shall have accrued as a result of
         an event which, but for the payment of such accrued interest as
         provided in the proviso set forth in the definition of "Interest
         Payment Default", would become an Interest Payment Default, shall be
         payable on the date upon which the obligation of the Issuer to pay such
         accrued interest is discharged, whether in accordance with the
         definition of "Interest Payment Default" or as otherwise provided
         herein.

15.3     The Issuer undertakes to indemnify each Noteholder against any cost,
         claim, loss, expense (including legal fees) or liability, which it may
         sustain or incur as a


                                       16
<PAGE>


         consequence of the occurrence of any default by the Issuer in the
         performance of any of the obligations expressed to be assumed by it in
         respect of the Notes.

16.      Mandatory Prepayment Event

         Upon the occurrence of any Mandatory Payment Event, the Issuer will,
         subject to the provisions of Clause 19, immediately prepay to the
         Noteholders all the outstanding principal and all interest and all
         other amounts payable under the Notes.

17.      Replacement of Note

         Subject to Article X of the Securities Purchase Agreement, if any Note
         is lost, stolen, mutilated, defaced or destroyed, it may be replaced at
         the specified office of the Issuer, subject to all applicable laws,
         upon payment by the claimant of the expenses incurred in connection
         with such replacement and on such terms as to evidence, security,
         indemnity and otherwise as the Issuer may reasonably require. Mutilated
         or defaced Notes must be surrendered before replacements will be
         issued.

18.      Modification and Noteholders' Resolutions

18.1     Any modification to these Conditions shall be agreed in writing between
         the Issuer and Noteholders holding at least eighty per cent (80%) of
         the face amount of the Notes and any such modifications so agreed shall
         be binding on all further Noteholders, provided that no amendment,
         supplement or modification to, or waiver of, any provision set forth in
         this Clause 18, Clause 16, Clause 19, Clause 22 or Clause 23 may be
         effected without the prior written consent of the Facility Agent (with
         the consent of the "Majority Lenders", as defined in the Senior Secured
         Credit Agreement), and any such amendment, supplement, modification or
         waiver entered into without the prior written consent of the Facility
         Agent shall be null and void and without any force and effect
         whatsoever.

18.2     Any resolution of Noteholders in relation to these Conditions may be
         made in writing signed by or on behalf such Noteholders holding the
         relevant face amount of Notes upon delivery to the Issuer by each such
         Noteholder of such evidence as to its identity and its capacity as
         Noteholder as the Issuer may reasonably require.

19.      Subordination

19.1     The Issuer covenants and agrees, and the Noteholder by its acceptance
         hereof likewise covenants and agrees, that all payments of the
         principal of and interest and premium, if any, on the Notes and all
         other obligations of the Issuer now or hereafter existing under or in
         respect of the Notes (including, without limitation, amounts payable on
         account of the redemption provisions set forth herein) (collectively,
         the "Subordinated Debt") shall be subordinated in accordance with


                                       17
<PAGE>


         the provisions of this Clause 19 to the prior payment in full of all
         Senior Obligations. For purposes hereof, the Senior Obligations shall
         not be deemed to have been paid in full until the Finance Parties shall
         have received payment of the Senior Obligations in full in cash. In
         furtherance of the foregoing, the Issuer and the Noteholder, by its
         acceptance hereof, agrees as follows:

19.2     Upon payment or distribution of assets or securities of the Issuer of
         any kind or character, whether in cash, property or securities, upon
         any dissolution or winding up or total or partial liquidation or
         reorganization of the Issuer, whether voluntary or involuntary, or in
         bankruptcy, insolvency, receivership or other proceedings or upon an
         assignment for the benefit of creditors or any other marshalling of the
         assets and liabilities of the Issuer, all Senior Obligations shall
         first be paid in full in cash, or payment provided for in cash or cash
         equivalents in a manner satisfactory to the Finance Parties, before any
         direct or indirect payment or distribution, including, without
         limitation, by exercise of set-off, of any cash, property or securities
         on account of principal of (or premium, if any) or interest or any
         other amounts on or in respect of the Notes and to that end the Finance
         Parties shall be entitled to receive directly, for application to the
         payment of the Senior Obligations (to the extent necessary to pay all
         Senior Obligations in full after giving effect to any substantially
         concurrent payment or distribution to or provision for payment to the
         Finance Parties), any payment or distribution of any kind or character,
         whether in cash, property or securities, in respect of the Subordinated
         Debt. The Facility Agent is hereby irrevocably authorized and empowered
         (in its own name or in the name of the Noteholders or otherwise), but
         shall have no obligation, to demand, sue for, collect and receive
         payment or distribution referred to herein and to file a claim and
         proofs of claim and take such other action (including without
         limitation, voting the Subordinated Debt) as it may deem necessary or
         advisable for the exercise or enforcement of any of the rights or
         interests of the Noteholders hereunder.

19.3     No direct or indirect payment by or on behalf of the Issuer of
         principal of (premium, if any), or interest on, or any other amount
         with respect to, the Subordinated Debt, and no repurchase, redemption
         or other retirement of any Note, whether pursuant to the terms of the
         Note, upon acceleration or otherwise, shall be made if at the time of
         such payment, repurchase, redemption or retirement, a Subordination
         Event has occurred for so long as such Subordination Event shall not
         have been cured or waived in writing by all applicable parties;
         provided, that the payment of accrued interest specified in the proviso
         in the definition of "Interest Payment Default" may be paid in
         accordance with such proviso; and provided, further, that on and after
         the Standstill Termination Date, the Issuer may resume payments on
         account of the principal of (premium, if any), and interest (including
         interest pursuant to Clause 15.1) and any other amounts on the Note,
         subject to the provisions of Clause 19.1 and Clause 19.2 hereof;

19.4     (a) In the event that, notwithstanding the foregoing provisions
         prohibiting such payment or distribution, the Noteholders shall have
         received any payment on


                                       18
<PAGE>


         account of the Subordinated Debt at a time when such payment is
         prohibited by such provisions before the Senior Obligations are paid in
         full, then and in such event, such payment or distribution shall be
         received and held in trust by the Noteholders apart from their other
         assets and forthwith paid over or delivered to the Facility Agent in
         the same form as so received (with any necessary indorsement) to be
         applied (in the case of cash) to, or held as collateral (in the case of
         non-cash property or securities) for, the payment or prepayment of the
         Senior Obligations in accordance with the terms of the Senior Loan
         Agreements.

         (b) Nothing contained in this Clause 19 will limit the right of the
         Noteholders to take any action provided herein with respect to the
         Subordinated Debt; provided that all Senior Obligations then due or
         thereafter declared to be due shall first be paid in full before the
         Noteholders are entitled to receive any payment from the Issuer of
         principal of, or interest on, or any other amounts under any Note.

         (c) Upon any payment or distribution of assets or securities referred
         to in this Clause 19, the Noteholders shall be entitled to rely upon
         any order or decree of a court of competent jurisdiction in which such
         dissolution, winding up, liquidation or reorganization proceedings are
         pending, and upon a certificate of the receiver, trustee in bankruptcy,
         liquidating trustee, agent or other person making any such payment or
         distribution, delivered to the Noteholders for the purpose of
         ascertaining the Persons entitled to participate in such distribution,
         the holders of the Senior Obligations and other indebtedness of the
         Issuer, the amount thereof or payable thereon, the amount or amounts
         paid or distributed thereon and all other facts pertinent thereto or to
         this Clause 19.

         (d) No right of any present or future holder of any Senior Obligations
         to enforce subordination as herein provided shall at any time in any
         way be prejudiced or impaired by any act or failure to act by any such
         holder, or by any noncompliance by the Issuer or any Noteholder with
         the terms and provisions and covenants herein regardless of any
         knowledge thereof such holder may have or otherwise be charged with.

         (e) The provisions of this Clause 19 are intended to be for the benefit
         of, and shall be enforceable directly by, the holders of the Senior
         Obligations. The Issuer and each Noteholder, by its acceptance hereof,
         each acknowledge that the Finance Parties are relying upon the
         provisions of this Clause 19 in extending such Senior Obligations.

19.5     Any payment or distribution to the Facility Agent, on behalf of the
         holders of the Senior Obligations, pursuant to the provisions of this
         Clause 19 shall entitle the Noteholder to a right of subrogation in
         respect thereof; provided, however that all such subrogation rights are
         not exercisable until the Senior Obligations shall have been paid in
         full.


                                       19
<PAGE>


19.6     Nothing contained in this Clause 19 or elsewhere in this Note is
         intended to or shall impair, as between the Issuer and the Noteholder,
         the obligations of the Issuer, which are absolute and unconditional, to
         pay to the Noteholder the principal of (premium, if any), and interest
         on, the Note as and when the same shall become due and payable in
         accordance with their terms, or is intended to or shall affect the
         relative rights of the Noteholder and creditors of the Issuer other
         than the holders of the Senior Obligations nor shall anything herein or
         therein prevent any Noteholder from exercising all remedies otherwise
         permitted by applicable law upon the occurrence of a Mandatory
         Prepayment Event under this Note, subject to the rights, if any, under
         this Clause 19 of the holders of the Senior Obligations in respect of
         cash, property or securities of the Issuer received upon the exercise
         of any such remedy.

19.7     As long as the Senior Obligations shall not have been paid in full, no
         Noteholder will commence, or join with any creditor other than the
         holders of the Senior Obligations in commencing, or directly or
         indirectly cause the Issuer to commence or assist the Issuer in
         commencing, any proceeding referred to in Clause 19.2.

19.8     All rights and interests hereunder of the holders of the Senior
         Obligations, and all agreements and obligations of the Noteholders and
         the Issuer under this Clause 19, shall remain in full force and effect
         irrespective of:

         (a) the lack of validity or enforceability of any provision under any
         Senior Loan Agreement or any other agreement or instrument relating
         thereto;

         (b) any change in the time, manner or place of payment of, or in any
         other term of, all or any of the Senior Obligations, or any other
         amendment or waiver of or any consent to any departure from the Senior
         Loan Agreements, including, without limitation, any increase in the
         Senior Obligations resulting from the extension of additional credit to
         the Issuer or any of its subsidiaries or otherwise;

         (c) any taking, exchange, release or non-perfection of any other
         collateral, or any taking, release or amendment or waiver of or consent
         to departure from any guaranty, for all or any of the Senior
         Obligations;

         (d) any manner of application of collateral, or proceeds thereof, to
         all or any of the Senior Obligations, or any manner of sale or other
         disposition of any collateral for all or any of the Senior Obligations
         or any other assets of the Issuer or any of its subsidiaries;

         (e) any change, restructuring or termination of the corporate structure
         or existence of the Issuer or any of its subsidiaries; or

         (f) any other circumstance which might otherwise constitute a defense
         available to, or a discharge of, the Issuer or a subordinated creditor.


                                       20
<PAGE>


         Each Noteholder and the Issuer hereby waives promptness, diligence,
         notice of acceptance and any other notice with respect to any of the
         Senior Obligations and this Clause 19 and any requirement that the
         Facility Agent or any holder of the Senior Obligations protect, secure,
         perfect or insure any security interest or lien or any property subject
         thereto or exhaust any right or take any action against the Issuer or
         any other person or entity or any collateral.

19.9     (a) The provisions of this Clause 19 shall continue to be effective or
         be reinstated, and the Senior Obligations shall not be deemed to be
         paid in full, as the case may be, if at any time any payment of any of
         the Senior Obligations is rescinded or must otherwise be returned by
         the Facility Agent or any holder of the Senior Obligations upon the
         insolvency, bankruptcy or reorganization of the Issuer or otherwise,
         all as though such payment had not been made.

         (b) The provisions of this Clause 19 shall (i) remain in full force and
         effect until the payment in full of the Senior Obligations, (ii) be
         binding upon the Issuer and each Noteholder and their respective
         successors, assigns and transferees and (iii) inure to the benefit of,
         and be enforceable by, each Finance Party and its successors, assigns
         and transferees.

20.      Miscellaneous

20.1     No failure by any Noteholder to exercise, nor any delay by such
         Noteholder in exercising, any right or remedy in respect of any of the
         Notes shall operate as a waiver thereof, nor shall any single or
         partial exercise of any right or remedy prevent any further or other
         exercise thereof or the exercise of any other right or remedy. The
         rights and remedies herein provided are cumulative and not exclusive of
         any other rights or remedies (whether provided by law or otherwise).

20.2     Subject to Section 12.9 (Expenses) of the Securities Purchase
         Agreement, the Issuer will pay all costs associated with the issuance
         of the Notes.

21.      Notices

21.1     Any notice required to be issued or delivered by any party hereto to
         any other party hereto shall be issued or delivered, unless otherwise
         provided herein, by letter, telephone or facsimile to, in the case of
         the Issuer, the Issuer's other representative as set out below and, in
         the case of any Noteholder, to its representative specified on the
         Register (or to such other representative or to such other address as
         such Noteholder may hereafter specify in writing to the other parties
         hereto):

         ISSUER

         Address:          Terez Krt, Budapest, Hungary
         Tel:     + 36 1 474-7732


                                       21
<PAGE>


         Facsimile:        + 36 1 474-0350
         Attention of:     Kaj Ole Bertram

         Copies to:

         Legal Counsel

         (Dr. Peter Lakatos - Koves & Partners Clifford Chance
         Madach Trade Center, Madach Imre ut 14, H-1075 Budapest,
         Hungary
         Fax: +36 1 268 1610
         Tel: +36 1 268 1600)

         and

         Legal Counsel

         Hungarian Telephone and Cable Corp.
         100 First Stamford Place
         Stamford, CT 06902
         Fax:  203-348-9128
         Tel:   203-348-9069


21.2     Any notice delivered by hand to the notice address of the addressee
         shall be deemed to be served at the time of delivery, notices sent by
         facsimile shall be deemed to be served upon completion of transmission
         and notices sent by first class post or pre-paid recorded delivery
         shall be deemed to be served forty-eight (48) hours after time of
         posting.

21.3     The Noteholder, by its acceptance hereof, understands and agrees that
         it may receive a request pursuant to Section 34.2 (Exceptions) of the
         Senior Secured Credit Agreement and that the response to such request
         shall be required to be provided to the Person indicated therein within
         fourteen (14) after delivery thereof or the Noteholder shall be deemed
         to have consented to such request.

22.      Law

         The Notes are governed by, and shall be construed in accordance with,
         the laws of the State of New York.

23.      Arbitration

23.1     New York Courts. Subject to Clause 23.2 below (Option to Refer Disputes
         to Arbitration), each of the Issuer and the Noteholder irrevocably
         agrees for the benefit of each of the Finance Parties that the courts
         of New York shall have exclusive jurisdiction to hear and determine any
         suit, action or proceeding, and to


                                       22
<PAGE>


         settle any disputes, which may arise out of or in connection with this
         Note and, for such purposes, irrevocably submits to the jurisdiction of
         such courts.

23.2     Option to Refer Disputes to Arbitration. Notwithstanding the provisions
         of Clause 23.1 above (New York Courts), (a) in the event that the
         Facility Agent deems it appropriate to assert its rights relating to
         this Note, or (b) at the option of either the Issuer or the Noteholder
         in the event the Facility Agent has not asserted its rights related
         hereto or at any time after the Senior Obligations shall have been paid
         in full, such Person may, in its sole discretion assert such rights in
         an arbitration proceeding under the UNCITRAL Arbitration Rules as more
         particularly outlined in the Securities Purchase Agreement which is
         incorporated herein by reference in its entirety.

23.3     Non-Exclusive Jurisdiction. This Clause 23.3 is for the benefit of the
         Finance Parties and nothing in Clause 23.1 shall prevent the Facility
         Agent from taking proceedings relating to a Dispute involving a holder
         of any Note in any other courts with jurisdiction in the jurisdiction
         in which such holder of such Note has its place of incorporation,
         principal place of business and/or substantial assets. To the extent
         allowed by law, the Facility Agent may take concurrent proceedings in
         any number of jurisdictions.

23.4     Service of Process for Arbitration Proceedings. Each party hereunder
         agrees that the process by which any arbitration proceedings are begun
         may be served on it by being delivered to the address identified in
         Clause 21 (Notices) or other its registered office for the time being.
         If the appointment of the person(s) mentioned in this Clause 23.4
         ceases to be effective, such party shall immediately appoint a further
         person to act on its behalf as agent for the commencement of
         arbitration proceedings and, failing such appointment within fifteen
         (15) days, any other party or the Facility Agent shall be entitled to
         appoint such a person by notice to the other parties. Nothing contained
         in these Conditions shall affect the right to serve process in any
         other manner permitted by law.

23.5     Consent to Enforcement. Each party hereby consents generally in respect
         of any proceedings to the giving of any relief or the issue of any
         process in connection with such proceedings including the making,
         enforcement or execution against any property whatsoever (irrespective
         of its use or intended use) of any order or judgement which may be made
         or given in such proceedings.

24.      Language

         The Notes shall be executed in the English language. The Notes may be
         translated into the Hungarian language. In the event that any dispute
         or question of interpretation arises, the English language version
         shall prevail.


                                       23
<PAGE>


25.      Waiver of Jury Trial

         Each of the parties hereto irrevocably waives trial by jury in any
         action, proceeding or Dispute with respect to this Note.

26.      Amendment and Restatement

         This Note amends and restates and is a substitute for, but is not in
         payment or satisfaction of, the Unsecured Note no. __ dated May 12,
         1999 in the principal amount of U.S. $1,000,000 from the Issuer to the
         Noteholder.



                                       24
<PAGE>


         EXECUTION

The Issuer

Executed and delivered                   )     Director
by Kaj Ole Bertram, President and        )
Chief Executive Officer                  )
HUNGARIAN TELEPHONE AND                  )     Director/Secretary
CABLE CORP.                              )






The Noteholder

signed by                                )     Director/Secretary
for and on behalf of                     )
POSTABANK ES TAKAREKPENZTAR              )
RESZVENYTARSASAG                         )




                                       25