Exhibit 4.7


 


FIRST AMENDMENT AND RESTATED AGREEMENT


DATED 12TH DECEMBER, 2005


 


STRATEGIC COOPERATION AGREEMENT


 


Between


 


Deutsche Telekom AG


Friedrich Ebert Allee


53227 Bonn


Germany


 


(“DTAG”)


represented by T-Com


 


and


 


Magyar Telekom Rt.,


1013 Budapest, Krisztina krt. 55.


Hungary


 


(“Magyar Telekom”)


 


together referred to as “Parties”


 

















 


Preamble


 


1                                          Magyar Telekom
is a company organized under the laws of the Republic of Hungary as a joint
stock company that performs telecommunications services in fixed and on-line
segment. Magyar Telekom provides full scope of telecommunications services in
Hungary based on an integrated service approach.


 


2.                                       Magyar Telekom’s
majority owner is Deutsche Telekom (“DTAG”) via
MagyarCom Holding and therefore Magyar Telekom belongs to the Deutsche Telekom
group (“DTAG Group”). DTAG will exercise all of its rights under this Agreement
relating to the fixed line segment through its fixed line branch T-Com.


 


3.                                       As Magyar
Telekom wishes to benefit of T-Com’s expertise in fixed line communications
business, Magyar Telekom wants T-Com’s support in managing the fixed line
communications business in Hungary and leverage synergies for Magyar Telekom
and thus create benefits for shareholders of Magyar Telekom.


 


4.                                       In order to
realize this effectively DTAG represented by T-Com and Magyar Telekom want to
conclude this Strategic Cooperation Agreement


 


5.                                       The Parties
amended the original Strategic Cooperation Agreement dated 15th December, 2004 on 6th October, 2005
by including a new Section 4.1. g). According to this first amendment
agreement the restated text of the Strategic Cooperation Agreement shall
include the above specified amendment.


 


Therefore, the Parties
now agree,


 


§ 1 Assistance in managing the fixed line communications business within
Magyar Telekom

Group through strategic partnership with DTAG


 


1.                                       Magyar Telekom
and T-Com will arrange and coordinate their efforts to guarantee proper and
orderly cooperation in the herein stated areas of Magyar Telekom fixed line
business and any non-mobile business in both strategic and operational area
where synergy potential could be achieved by exploiting benefits from DTAG’s
knowledge and know-how and applying it to the fixed line telecommunications
business performed within Magyar Telekom Group.


 


2.                                       In order to
facilitate the implementation of the Strategic Cooperation Agreement the
Parties stated in paragraph 1 of this Article, Magyar Telekom and T-Com agree
that projects directly relating to T-Coms expertise in the fixed line
communications business or other areas and which fall within an area of
strategic or operational cooperation stated in this Strategic Cooperation
Agreement will be executed with expert assistance of T-Com in the appropriate
manner to be agreed between the Parties (e.g. holding bilateral meetings,
establishing steering committees, entering into bilateral agreements, etc.).


 

















 


§ 2 Shareholder Rights


 


1                                          The cooperation
stated in this Strategic Cooperation Agreement or any other agreement that
shall be signed between the Parties shall not affect the formal decision
processes or instruction rights of the shareholders of Magyar Telekom as set
out in its by-laws (such as its Articles of Association, Board of Directors or
MC rules of procedures, if any, and the Internal operational Charter of
Magyar Telekom) or provided for in the Hungarian law.


 


2.                                       The cooperation
of the Parties provided for in this Strategic Cooperation Agreement shall not
affect the formal decision making processes/rights/ corporate governance
procedures, including instruction rights of Magyar Telekom in the various
subsidiaries.


 


§ 3 Principles of Cooperation


 


1.                                       The Parties
will organize their cooperation regarding fixed line and any non-mobile business
within Magyar Telekom Group according to the following principles:


 


a)                                      Magyar Telekom
performs directly to DTAG consolidated financial reporting in order to meet
DTAG standards and additionally in order to meet all Hungarian statutory and
tax requirements, IFRS, US GAAP and SOA standards.


 


In
addition, Magyar Telekom will provide segment reporting directly to T-Com
according to T-Com standards on a partial consolidation basis without Magyar
Telekom’s subsidiaries, T-Mobil Hungary Rt. and Mobimak, in order to include
Magyar Telekom into DT’s fixed line communications segment.


 


b)                                     The budget and
the long-term planning for Magyar Telekom’s fixed-line business are developed
by Magyar Telekom bottom-up, reconciled with T-Com and approved by Magyar
Telekom’s Board of Directors as part of the Magyar Telekom Group Business Plan.


 


c)                                      DTAG, as the
main shareholder of Magyar Telekom, will - pro rata to its stake in Magyar
Telekom - exercise its right to nominate and elect suitable board members (such
as Board of Directors, Supervisory Board) for Magyar Telekom and advise on their
remuneration). Further on, T-Com will nominate suitable candidates for
management positions and advisory positions considered as of strategic
importance in the fixed-line business (selection, remuneration, remuneration
policy, development & performance appraisal). Beyond that the targets,
remuneration policy and performance appraisal for the company and the
Management Committee (if any) members have to be reconciled with T-Com and
approved by Magyar Telekom’s Board of Directors.


 

















 


§ 4 Service Arrangements


 


1.                                       In addition to
the acknowledged integrated business environment of Magyar Telekom T-Com will
allow Magyar Telekom to learn further international expertise in the fields of
fixed line telecommunication services as follows:


 


a)                                      T-Com will
provide strategic advice and guidelines in development of the domestic and
international strategy, the BSC/ Objectives and in Branding Issues.


 


b)                                     T-Com will
provide advice and guidelines on basic and fixed line related (i) IT
platforms and applications such as SAP and (ii) billing systems and (iii) processes.


 


c)                                      T-Com will
provide advice and guidance on (i) network strategy, (ii) platforms
and (iii) procurement.


 


d)                                     T-Com will
provide advice and guidelines on marketing and sales, such as product
development, innovations and distribution strategy.


 


e)                                      T-Com will
provide advice and guidance on various reporting schemes (such as segment-based
reporting, flash reports, controlling reports, accounting report etc.)
according to DTAG standards. Thereby T-Com will ensure harmonisation at
division level and provide advice and guidelines for (i) Mid Term
Planning, (ii) Budgeting and (iii) Treasury.


 


f)                                        DTAG will
provide advice and guidance an special human resources items, such as (i) DT
Group leadership tools, (ii) know how transfer.


 


g)                                     T-Com will
provide strategic advice and guidelines in the implementation and regarding all
other issues with respect to the Sarbanes Oxley Act and its requirements for
both Parties.


 


2.                                       The terms and
conditions, and the form of co-operation on the above fields shall be further defined
as needed between the Parties (e.g. holding bilateral meetings, establishing
steering committees, entering into bilateral agreements, etc.).


 


§ 5 Duration


 


1.                                       This Strategic
Cooperation Agreement shall come into force on January 1, 2005 and
initially run until December 31, 2005. Thereafter it will automatically be
extended by one year at a time unless terminated with three months’ advance
notice, to become effective at the end of a calendar year.


 


2.                                       The right of
each contracting party to terminate the Strategic Cooperation Agreement for
good cause shall remain unaffected thereby.


 

















 


3.                                       The Parties are
required to return any and all documents and materials relating to the shareholding
concerned, and all copies of such materials, upon termination of the Strategic
Cooperation Agreement.


 


§ 6 Confidentiality


 


The
Parties will keep secret any and all confidential knowledge and materials
acquired while performing its responsibilities, subject to any statutory
disclosure and information requirements.


 


§ 7 Final provisions


 


1.                                       This Strategic
Cooperation Agreement shall be governed by and construed in accordance with the
laws of the Republic of Hungary. All disputes arising out of or in connection
with the present contract shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said Rules. Venue of the Arbitration shall be
Vienna.


 


2.                                       Any changes and
amendments to this Strategic Cooperation Agreement must be made in writing in
order to be valid. The same applies for the waiver of the written-form
requirement.


 


3.                                       Should
individual provisions of this Strategic Cooperation Agreement be or become
invalid or unenforceable, or should the Strategic Cooperation Agreement contain
an omission, this shall not affect the validity of the remaining provisions. In
the place of the invalid provision, such provision shall be deemed to have been
agreed as corresponds to the purpose of the invalid or unenforceable provision.
In the event of omissions, such provision shall be deemed to have been agreed
on which corresponds to what would reasonably have been considered from the
outset in accordance with the intention and purpose of this Strategic Cooperation
Agreement. In the event of any discrepancy between the terms of this Strategic
Cooperation Agreement and Hungarian legislation or the by-laws of Magyar
Telekom the Hungarian laws or by-laws of Magyar Telekom shall prevail.


 


4.                                       The Parties
agree that they will only act and exercise any of its rights and powers under
this Strategic Cooperation Agreement if such an action or exercise serves the
best business interest of Magyar Telekom or adds value to its business results
or operating environment.


 

















 


The
original Strategic Cooperation Agreement signed in Budapest, on 15th of December, 2004 is thereby restated with the
first amendment on 12th October, 2005.


 


 


	
  on behalf of

  	
   

  	
  on behalf of

  
	
  Deutsche Telekom AG (T-Com):

  	
   

  	
  Magyar Telekom Rt.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dr. Ralph Rentschler

  	
   

  	
  Elek Straub

  
	
  Member of the

  	
   

  	
  Chief Executive Officer and

  
	
  Board of Management T-Com

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Horst Hermann

  	
   

  	
  Dr. Klaus Hartmann

  
	
  Senior Executive Vice President

  	
   

  	
  Member of the Board