Exhibit 4.8


 


FRAMEWORK COOPERATION AND SERVICE AGREEMENT


[Outbound/Allocation]


 


between


 


T- Mobile International AG,


Landgrabenweg 151, 53227 Bonn, Germany


(hereinafter, “TMO” or „Service Provider”)


 


and


 


Magyar Telekom Távközlési Nyilvánosan Müködo Részvénytársasâg,


Krisztina krt. 55, 1013 Budapest, Hungary


(hereinafter, “Service Receiver”)


 


(hereinafter jointly referred to as the “Parties”)


 


Concerning the Performance of Services provided by TMO


 


RECITALS:


 


WHEREAS,
the participating Service Receiver and TMO are companies of the Deutsche
Telekom group, and regarding its activities in the mobile communication
consolidated in the mobile segment of TMO;


 


WHEREAS,
the Parties are engaged in the development and provision of services in the
telecommunication industry;


 


WHEREAS,
TMO has specific capacities and qualifications at its disposal and undertakes
to procure such capacities and qualifications to render services to Service
Receiver;


 


WHEREAS,
Service Receiver has a steady need for and requests these Services;


 


WHEREAS,
the Parties derive primarily the following benefits from TMO Services: i)
synergy effects through the harmonisation of business processes and/or ii)
quality services that enable the Parties to retain existing customers, as well
as to increase the existing customer base and/or iii) other synergies. The
aforementioned synergies lead to cost savings through economies of scale,
avoidance of redundant works, adoption of common tools and standards and
agreeing on best practice procedures among the Service Receivers


 


WHEREAS,
TMO agrees to provide Services to Service Receiver;


 


WHEREAS,
the Services to be rendered and the respective Compensation are to be detailed
in separate attachment (Annex);


 


WHEREAS,
this Agreement is to stipulate the framework conditions for the performance of
the Services and the Compensation hereof;


 


NOW,
THEREFORE, the Parties hereby agree as follows:


 

















 


§ 1


Definitions


 


Agreement                                                                                                — means this
framework cooperation agreement including the Annex. The Annex shall give an
overview on the projects from which the Service Receiver benefited in the
previous year. The Annex shall be renewed according to § 2(2).


 


Cost Allocation Key                                              — means the key
according to which the Full Costs and mark-up of TMO are allocated to the
Service Receiver, being an affiliate of Deutsche Telekom AG. The Service
Receiver shall bear these costs according to its participation and benefit from
projects conducted by the Service Provider. This key may differ from service to
service and from year to year.


 


Full Costs                                                                                                     — means Own
Costs and Third Party Costs occurring with the service performance. The Full
Costs are established on TMO group accounting principles.


 


Own Costs                                                                                                — means direct
and indirect costs occurring with the own service provision, but do not include
any fees to third parties involved. Own costs include also direct and indirect
costs in connection with the coordination and managing of third party services.


 


Third Party Costs                                                             — means fees
charged by third parties, as well as other miscellaneous costs being necessary
to the service provision under this agreement.


 


Compensation                                                                              — means the
compensation of Services at Full Cost basis and mark-up as agreed upon in the
Annex.


 


Service(s)                                                                                                      — means the
service(s) to be provisioned and delivered by TMO as outlined in detail in
the annex, (“Annex”).


 


§ 2


Services


 


(1)       TMO shall render to the Service Receiver such
Services related to projects as set out in the Annex. These Services shall be
enumerated in a project list of projects being conducted by the Service provider
for each respective financial year. The Annex may be modified in order to
reflect the current service scope and related conditions.


 

















 


(2)       The Annex shall be agreed upon by the Parties for
the previous financial year. It shall be renewed every year, if the Agreement
is not terminated in accordance with § 12 (3). The necessary renegotiations
shall start January 31st and be concluded by end of
February. If the Annex has not been renewed by end of February, the existing
Annex will stay in force, unless the Service has been terminated by either
Party in accordance with §12 (3).


 


(3)       In case of any discrepancies between the Annex and
this Agreement the latter shall prevail unless and to the extent the Parties
explicitly state in the Annex that they want to deviate from this Agreement.


 


§3


Performance of Services


 


(1)       English shall be the working language.


 


(2)       TMO shall render the Services with due care and
skill. Specific requirements of the Services to be rendered can be agreed upon
in the Annex.


 


(3)       TMO may commission subcontractors for the provision
of the Services.


 


§4


Warranty


 


TMO
shall warrant that the execution of the Services shall be conducted with with
due care and skill.


 


§5


Liability


 


(1)       TMO shall be liable for damage caused intentionally
or due to gross negligence on its part. For its negligence, TMO shall only be
liable up to the amount of the annual Compensation, received for the respective
Services by the Service Receiver under the relevant Annex.


 


(2)       Any liability for loss of profit, business, goodwill
or any indirect or consequential losses shall hereby be excluded by the
Parties.


 


§6


Industrial Property Rights and Copyrights used in the Service
Performance


 


(1)       No stipulation of this Agreement shall state or be
interpreted in a way that the intellectual property rights of one Party shall
be transferred to the other Party.


 


(2)       Where necessary in connection to the Service
provision the Service Receiver shall be granted a


 

















 


non
exclusive right to usage.


 


§ 7


Confidentiality


 


(1)       The Parties and any commissioned third parties shall
maintain strict secrecy concerning all confidential information made available
in the course of the performance of the Services. This shall relate to all
technical, financial or other information of which the Parties or any
commissioned third parties become aware of within the framework of the
execution of this Agreement, irrespective of whether the information is
declared as confidential. The obligation to maintain confidentiality shall
endure for a period of five years after the cessation of the Services.


 


(2)       Exempt hereof shall be information which was already
known to the general public when the information was made available or which
was disclosed by a third party without any infringement of any duty to maintain
secrecy or which had to be disclosed as a result of regulatory obligations to
provide information.


 


§8


Books, records and documentation


 


(1)       Within the scope of this Agreement, TMO is obliged
to record and document provision of Services and in particular the respective
projects in due form and ensure that such records and documents are retained
for the period set out in Section 8(3) below. If the Hungarian tax
authorities request the Service Receiver to present documents in relation to
the Services which are retained at TMO, upon written request of the Service
Receiver TMO is obliged to provide the Service Receiver with a copy of the
requested documents within due course.


 


(2)       For controlling reasons, the Service Receiver is
authorized to an audit of TMO’s service fee records and documentation performed
by an external auditor/ auditing company for their own account.


 


(3)       For the retention of the above mentioned records a
10 year period shall apply.


 


§9


Compensation


 


The
Service Receiver shall pay TMO the Compensation being such proportion of Full
Costs plus mark-up on Own Costs with a wealth adjustment according to the OECD rules as
determined by the Cost Allocation Keys, which shall be calculated on the basis
of the Service Receivers’ participation in the projects as set out in the
Annex. It will be calculated on the basis of the number of subscribers or in
the event of technical support on the basis of minutes of usage in the relevant
financial year. The mark-up on Own Costs will be 5%.


 


Any
third party service will be charged at cost basis without a mark-up from TMO.


 


§10


 

















 


Taxes


 


(1)       All prices do not include value added taxes or
similar taxes. TMO will charge due taxes, if any, in addition to the net
Compensation. TMO shall charge and invoice accruing value added taxes or
similar taxes in accordance with the respective tax law.


 


(2)       If tax liability is shifted to the Service Receiver
by application of a reverse charge mechanism, TMO shall not charge any of the
taxes referred to above.


 


(3)       Possible withholding taxes have to be withheld by
the Service Receiver on behalf of the TMO and the corresponding proof or
documentary evidence are to be submitted.


 


(4)       The Parties of this Agreement declare to make any
reasonable effort to receive any refunds or abatements on taxes and other
duties and support each other for this purpose.


 


§ 11


Invoicing


 


(1)       TMO will charge the applicable Compensation on a
yearly basis after finalisation of the Annex according to § 2 (2) until March 31st of the subsequent year.


 


(2)       Prior to the yearly invoice the Service Receiver
will remit by quarterly advance payment in each case on the basis of the
previous financial year. The advance payments will be set off against the
yearly invoice of the respective year. Advance payments in 2008 will be
calculated on the basis of the yearly invoice of 2007.


 


(3)       As a matter of principle all invoices in the group
are settled through intercompany accounts. TMO treasury decides on the
balancing of these intercompany accounts.


 


§ 12


Deadlines/Termination


 


(1)       This Agreement shall be legally valid as of the
signing hereof and is thereby concluded for an indefinite period of time unless
and until terminated in accordance with this Agreement.


 


(2)       The Annex shall become effective retrospectively for
the financial year before conclusion of the agreement on the Annex if not
agreed otherwise between the Parties.


 


(3)       This Agreement and/or any Annex may be terminated by
any Party without specifying any grounds upon observance of six months written
notice such termination to take effect at the end of any year.


 


(4)       In the event of termination of the Agreement, the
Annex terminates automatically. The Services rendered up to such point are to
be compensated as long as the Service Receiver is not entitled to reduce this
compensation due to this Agreement or to the applicable law.


 

















 


§ 13


Miscellaneous Provisions


 


(1)       Any modifications of this Agreement must be made in
writing by both Parties. No verbal collateral agreements hereto have been made.


 


(2)       In the event any individual provisions of this
Agreement are or become invalid, such provisions are to be reinterpreted or
supplemented so that the economic purpose associated with the affected
provision is preserved. The validity of the remaining provisions shall not be
affected thereby.


 


(3)       The Parties shall attempt to resolve all disputes
arising in course of the execution of this Agreement by amicable negotiations,
in the case that no resolution is found, the dispute shall be resolved by
escalation to the CEOs of the Parties who shall have 4 weeks to agree on a
mutually agreed solution. In case no agreement can be reached, the dispute
should be resolved by the local court of Bonn.


 


(4)       This Agreement shall be subject to German law.


 


Budapest, May 27, 2008


 


Signatures:


 


	
  T-Mobile International AG

  	
  

  
	
   

  	
   

  
	
  

  	
   

  	
  

  
	
  Michael Günther

  	
  Christopher Mattheisen

  
	
  Member of the Board of Management

  	
  Chief Executive Officer

  
	
  TMO and Senior Vice President CEE

  	
   

  
	
   

  	
   

  
	
  Deutsche Telekom AG

  	
   

  
	
   

  	
   

  
	
  

  	
   

  	
  

  
	
  Fridbert Gerlach

  	
  János Winkler

  
	
  Senior Vice President TMO

  	
  Chief Operating Officer,

  
	
   

  	
  Head of Consumer Services

  
	
   

  	
  Business Unit

  
				



 

















 


ANNEX


 


Involved
TMO Projects


 


	
  TMO
  Department involved

  	
  Project
  No.

  	
  Short
  description: