Exhibit 4.1


 



REGISTERED GLOBAL DEBT SECURITY


 


THIS DEBT SECURITY IS A GLOBAL DEBT SECURITY WITHIN
THE MEANING OF THE FISCAL AGENCY AGREEMENT (AS DEFINED IN THE ATTACHED CONDITIONS) AND IS REGISTERED IN THE NAME OF CEDE & CO.,
AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"). THIS DEBT SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A DEBT SECURITY REGISTERED, AND NO TRANSFER OF THIS DEBT SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE CONDITIONS REFERRED TO
WITHIN THIS DEBT SECURITY. THIS DEBT SECURITY REPRESENTS "SECURITIES OF A SERIES" WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, TO HUNGARY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 






     


     


    

 


HUNGARY

7.625% NOTES DUE 2041


 


PAYABLE AS TO PRINCIPAL AND INTEREST IN LAWFUL
MONEY OF

THE UNITED STATES OF AMERICA


 


FULLY REGISTERED NOTES


 


Certificate No. [•]


 


US$[•]


 


CUSIP No. 445545AF3


 


COMMON CODE No. 061189734


 


ISIN No. US445545AF36


 



REGISTERED HOLDER: Cede & Co., or its
registered assigns


 


PRINCIPAL SUM OF [•] DOLLARS


 


HUNGARY, for value received, hereby promises to
pay to the registered owner specified above or registered assigns on March 29, 2041, upon presentation and surrender of this Global
Debt Security, the principal sum specified above in lawful money of the United States of America at the office of Citibank, N.A. in London
or The City of New York, New York, and to pay interest thereon in like money in the manner provided in the Conditions endorsed hereon
from December 1, 2022 or from the most recent interest payment date to which interest has been paid, or duly provided for, such interest
to be payable semi-annually at the rate of 7.625% per annum on March 29 and on September 29 in each year (each an "Interest
Payment Date") until the principal of this Global Debt Security shall have been paid, the first of such payments of interest
to become due and payable on March 29, 2023. Notwithstanding anything to the contrary provided herein, any payment of principal or
interest falling due on a day which is not a Business Day (as defined in the Fiscal Agency Agreement, dated as of January 29, 2010,
between Hungary and Citibank, N.A., as Fiscal Agent and Paying Agent) will be payable on the next succeeding Business Day and no interest
shall accrue for the intervening period, provided however that if that next succeeding Business Day falls in the next calendar
month, such payment of principal or interest will be payable on the first preceding business day. The interest so payable on any such
Interest Payment Date will be paid to the person in whose name this Global Debt Security is registered at the close of business on the
fifteenth day (whether or not such day is a Business Day) preceding such Interest Payment Date (each a "Record Date").


 


This Global Debt Security is a direct, unconditional,
unsecured and general obligation of Hungary. This Global Debt Security ranks and will rank at least equally in right of payment with all
other unsecured and unsubordinated payment obligations of Hungary outstanding at the date of issue of this Global Debt Security or issued
thereafter, except for such obligations as may be preferred by mandatory provisions of applicable law. This Global Debt Security will
be backed by the full faith and credit of Hungary. Hungary will give no preference to one obligation over another on the basis of priority
of issue date or currency of payment.


 


This Global Debt Security is not redeemable prior
to maturity at the option of Hungary or of the registered holders thereof.


 


This Global Debt Security is subject to the Conditions
endorsed on the reverse hereof and shall not be valid or enforceable for any purpose unless authenticated by the manual signature of the
Fiscal Agent (as defined in the Fiscal Agency Agreement). This Global Debt Security shall be dated the date of its authentication by the
Fiscal Agent.


 






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IN WITNESS WHEREOF, Hungary has caused this Global
Debt Security to be duly executed by the facsimile signature of Mr. Zoltán Kurali and a facsimile of the written, printed
or stamped name of Hungary to be hereon imprinted.


 


	On behalf of Hungary	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


Signature
Page to Global Note


 






     


     


    

 


FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION


 


This is a permanent global debt security evidencing
the Securities of a Series referred to in the aforementioned Fiscal Agency Agreement.


 


	By:	 	 
	 	Name:	Citibank,
N.A.	 
	 	Title:	Fiscal Agent	 


 


Dated: December 1, 2022


 


Signature Page to Certificate
of Authentication


 






     


     


    

 


THE CONDITIONS WITHIN REFERRED TO


 


		1.	This Global Debt Security is one of the permanent global securities evidencing a duly authorized issue
of US$400,000,000 aggregate principal amount of 7.625% Notes due March 29, 2041 of Hungary (herein called the "Debt Securities")
as executed by the authorized signatory of Hungary. Mr. Zoltán Kurali (the "Hungary Authorized Signatory").
The Debt Securities are issued under the Fiscal Agency Agreement dated as of January 29, 2010 (as the same may be amended, supplemented
or otherwise modified from time to time, the "Fiscal Agency Agreement") between Hungary, and Citibank, N.A., as fiscal
agent and paying agent (the "Fiscal Agent", "Agent" or "Registrar"), to which Fiscal
Agency Agreement reference is hereby made for a statement of the respective rights, duties, limitations of rights, obligations and immunities
thereunder of Hungary, the Agent and the holders of the Debt Securities. Notices to the Fiscal Agent can be sent to Citibank, N.A., Attention:
Citigroup Centre, 21st Floor, Canada Wharf, London E14 5LB. The Debt Securities are issuable as fully registered Debt Securities without
coupons in minimum denominations of US$2,000 and integral multiples of US$2,000 in lawful money of the United States of America. This
Debt Security is one of the series designated on the face hereof, initially limited to the aggregate price amount of US$1,650,000,000.



 


Hungary may from time to time, without
the consent of the holders of the Debt Securities, create and issue further debt securities having the same terms and conditions as the
Debt Securities even if further Debt Securities have original issue discount for U.S. federal income tax purposes and even if doing so
may adversely affect the value of the original Debt Securities. Any additional Debt Securities, together with the Debt Securities, will
constitute a single series of Debt Securities under the Fiscal Agency Agreement.


 


		2.	All payments made in respect of this Global Debt Security, including payments of principal and interest,
to a holder that is not a resident of Hungary, shall be made by Hungary without withholding or deduction for or on account of any present
or future taxes, duties, levies or other governmental charges of whatever nature, imposed or levied by Hungary or by any political subdivision
or taxing authority within Hungary ("Taxes"). In the event Hungary is required by law to deduct or withhold any such
Taxes from payments, Hungary will pay such additional amounts as may be necessary so that the net amount received is equal to the amount
provided for in this Global Debt Security to be paid in the absence of such deduction or withholding. A holder will not be paid any additional
amounts, however, if the Tax is:



 


		(i)	a Tax that would not have been imposed but for the holder's present or former connection (or a connection
of the holder's fiduciary, shareholder or other related party) with Hungary, including the holder being or having been a citizen or resident
of Hungary or being or having been engaged in a trade or business or present in Hungary or having, or having had, a permanent establishment
in Hungary;



 


		(ii)	imposed on a payment to an individual and is required to be made pursuant to the European Council Directive
2003/48/EC on taxation of savings income in the form on interest payments or any other Directive implementing the conclusions of the EU
Council of Finance Ministers meeting of November 26 and 27, 2000 or any law implementing or complying with, or introduced in order
to conform to, such Directive;



 






     


     


    

 


		(iii)	imposed because the holder presents a Debt Security for payment more than thirty (30) days after the date
on which the payment became due and payable;



 


		(iv)	an estate, inheritance, gift, sales, transfer or personal property tax, assessment or governmental charge;



 


		(v)	a tax assessment or other governmental charge which is payable other than by withholding;



 


		(vi)	a Tax that would not have been imposed but for the failure to comply with certification, information or
other reporting requirements concerning the holder's nationality, residence or identity (or the nationality, residence or identity of
the beneficial owner of this Global Debt Security), if such holder's compliance is required by the laws of Hungary or of any political
subdivision or taxing authority of Hungary to avoid or reduce such tax;



 


		(vii)	required to be withheld by any paying agent from a payment on this Global Debt Security if such payment
can be made without such withholding by another paying agent; or



 


		(viii)	are imposed as a result of any combination of the items listed above.



 


Furthermore, no additional amounts shall
be paid with respect to any Debt Security to a holder who is a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent that the settler with respect to such fiduciary, partner or beneficial owner, as the case may be, would not have
been entitled to payment of such additional amounts if they held this Global Debt Security themselves.


 


		3.	As long as any Debt Security remains outstanding, Hungary will not allow any Security Interest to be established
on any of Hungary's or the National Bank of Hungary's assets or revenues, present or future, in order to secure (i) any Public External
Indebtedness of Hungary having an original maturity of at least one year, or (ii) any Public External Indebtedness of the National
Bank of Hungary having an original maturity of at least one year and incurred on or prior to December 31, 1998, unless the debt securities
are secured equally and rateably to this external indebtedness.



 


For these purposes:


 


"External Indebtedness"
means any obligation in respect of existing or future Indebtedness denominated or payable, or at the option of the holder thereof payable,
in a currency other than the lawful currency of Hungary. If at any time the lawful currency of Hungary becomes the Euro, then External
Indebtedness shall also include Indebtedness expressed in or payable or optionally payable in Euro, if (i) such Indebtedness was
issued after the date on which the Euro became the lawful currency of Hungary, and (ii) more than 50% of the aggregate principal
amount of such Indebtedness was initially placed outside of Hungary.


 






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"Public External
Indebtedness" means External Indebtedness which: (i) is in the form of, or represented by, bonds, notes or other
similar securities; and (ii) is, or may be, quoted, listed or ordinarily purchased and sold on any stock exchange, automated
trading system or over-the counter or other securities market.


 


"Indebtedness" means
any indebtedness of any Person (whether incurred as principal or surety) for money borrowed.


 


"Person" means any
individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency of a state or other entity,
whether or not having separate legal personality.


 


"Security Interest"
means any lien, pledge hypothecation, mortgage, security interest, charge or other encumbrance or arrangement which has a similar legal
and economic effect, and, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction.


 


		4.	An "Event of Default" means any of the following:



 


		(i)	Hungary fails to pay the principal of or interest on any of the Debt Securities for more than 30 days
after payment is due; or



 


		(ii)	Hungary does not perform any of its other covenants under any of the Debt Securities for more than 60
days after the holder of the Debt Security has given written notice of the breach to Hungary at the Fiscal Agent's corporate trust office.



 


An "Event of Acceleration"
means any of the following:


 


		(i)	any action, condition or any other thing which at any time is required to be taken, fulfilled or done
in order: (A) to enable Hungary lawfully to enter into, exercise its rights and perform and comply with its obligations under and
in respect of the Debt Securities, (B) to ensure that those obligations are legal, valid, binding and enforceable and (C) subject
to their official translation into the Hungarian language, to make the Debt Securities admissible in evidence in the courts of Hungary,
is not taken, fulfilled or done within 30 days of receipt by Hungary of written notice thereof; or



 


		(ii)	it becomes illegal for Hungary to perform any of its obligations under the Debt Securities or if these
obligations become invalid and not remedied by Hungary within 30 days' written notice thereof.



 


If an Event of Default or an Event of
Acceleration occurs, all of the Debt Securities may, by written notice addressed and delivered by the holders of at least 25% of the aggregate
principal amount of the outstanding Debt Securities to Hungary at the office of the Fiscal Agent, be declared to be immediately due and
payable, unless prior to such date Hungary shall have remedied the Event of Default or Event of Acceleration for all the Debt Securities.


 






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If the Fiscal Agent receives notice
in writing from holders of at least 50% in aggregate principal amount of the outstanding Debt Securities and/or a resolution is passed
at a meeting of the holders of the Debt Securities, duly convened and held in accordance with the Fiscal Agency Agreement, to the effect
that the Event(s) of Default and/or Event(s) of Acceleration giving rise to a declaration of acceleration made pursuant to the
conditions above is or are cured or is or are waived by them following any such declaration and that such holders request the Fiscal Agent
to rescind the relevant declaration, the Fiscal Agent shall, by notice in writing to Hungary and the holders, rescind the relevant declaration
whereupon it shall be rescinded and shall have no further effect.


 


Hungary is not obliged to provide investors
with periodic evidence that there are no Events of Default and/or Events of Acceleration. Please also note that the Fiscal Agency Agreement
does not provide for the holders to be notified of the existence of an Event of Default or an Event of Acceleration or for any right to
examine the Debt Securities register.


 


		5.	The Fiscal Agency Agreement contains provisions for convening meetings of holders of the Debt Securities
to consider matters relating to the Debt Securities, including, without limitation, the modification of any provision of the terms of
the Debt Securities. Any such modification may be made if, having been approved in writing by Hungary, it is sanctioned by an Extraordinary
Resolution. Such a meeting may be convened by Hungary and shall be convened by the Fiscal Agent upon the request in writing of holders
holding not less than 10% of the aggregate principal amount of the outstanding Debt Securities. The quorum at any meeting of holders convened
to vote on an Extraordinary Resolution will be two or more persons holding or representing not less than 50% of the aggregate principal
amount of the outstanding Debt Securities or, at any adjourned meeting of holders, two or more persons being or representing holders,
whatever the aggregate principal amount of the outstanding Debt Securities held or represented; provided, however, that
any proposals relating to a Reserved Matter may only be sanctioned by an Extraordinary Resolution passed at a meeting of holders at which
two or more persons holding or representing not less than 75% of the aggregate principal amount of the outstanding Debt Securities or,
at any adjourned meeting, 25% of the aggregate principal amount of the outstanding Debt Securities form a quorum. Any Extraordinary Resolution
duly passed at any such meeting shall be binding on all the holders of the Debt Securities, whether present or not.



 


If a resolution is brought in writing,
such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one
or more holders.


 






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For these purposes:


 


"Extraordinary Resolution"
means:


 


		(i)	in relation to any Reserved Matter:



 


(x) a resolution passed at a meeting
of holders duly convened and held in accordance with the Fiscal Agency Agreement by a majority consisting of not less than 75% of the
aggregate principal amount of all outstanding Debt Securities; or


 


(y) a resolution in writing signed
by or on behalf of holders of not less than 75% of the aggregate principal amount of all outstanding Debt Securities; and


 


		(ii)	in relation to any other matter:



 


(x) a resolution passed at a meeting
of holders duly convened and held in accordance with the Fiscal Agency Agreement by a majority consisting of not less than 66.67% of the
aggregate principal amount of the outstanding Debt Securities which are represented at that meeting; or


 


(y) a resolution in writing signed
by or on behalf of holders of not less than 66.67% of the aggregate principal amount of all outstanding Debt Securities.


 


"Reserved Matter"
means any proposal to:


 


		(i)	change any date, or the method for determining the date, fixed for payment of principal or interest in
respect of the Debt Securities, to reduce the amount of principal or interest payable on any date in respect of the Debt Securities or
to alter the method of calculating the amount of any payment in respect of the Debt Securities on redemption or maturity or the date for
any such payment;



 


		(ii)	effect the exchange or substitution of the Debt Securities for, or the conversion of the Debt Securities
into, shares, bonds or other obligations or securities of Hungary or any other person or body corporate formed or to be formed;



 


		(iii)	reduce or cancel the principal amount of the Debt Securities;



 


		(iv)	vary the currency or place of payment in which any payment in respect of the Debt Securities is to be
made;



 


		(v)	amend the status of the Debt Securities;



 


		(vi)	amend the obligation of Hungary to pay additional amounts under Condition 2;



 


		(vii)	amend the Events of Default or the Events of Acceleration set out in Condition 4;



 


		(viii)	amend the law governing the Debt Securities, the courts to the jurisdiction to which Hungary has submitted
in the Debt Securities, Hungary's obligation to maintain an agent for service of process in the United States or Hungary's waiver of immunity,
in respect of actions or proceedings brought by any holder of the Debt Securities set out in Conditions 6 and 7;



 






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		(ix)	modify the provisions contained in Schedule I to the Fiscal Agency Agreement concerning the quorum required
at any meeting of holders of the Debt Securities or any adjournment thereof or concerning the majority required to pass an Extraordinary
Resolution or the percentage of votes required for the taking of any action;



 


		(x)	change the definition of "Extraordinary Resolution" or "outstanding" in these conditions
of the Debt Securities and/or in the Fiscal Agency Agreement;



 


		(xi)	instruct any holder of the Debt Securities or committee appointed on behalf of all holders of the Debt
Securities pursuant to the Fiscal Agency Agreement to withdraw, settle or compromise any proceeding or claim being asserted pursuant to
Condition 4;



 


		(xii)	confer upon any committee appointed pursuant to the Fiscal Agency Agreement any powers or discretions
which the holder of the Debt Securities could themselves exercise by Extraordinary Resolution; or



 


		(xiii)	amend this definition.



 


The holders of the Debt Securities may,
by a resolution passed at a meeting of holders duly convened and held in accordance with the Fiscal Agency Agreement by a majority of
at least 50% in aggregate principal amount of the Debt Securities then outstanding, or by notice in writing to the Fiscal Agent signed
by or on behalf of the holders of at least 50% in aggregate principal amount of the Debt Securities then outstanding, appoint any persons
as a committee to represent the interests of the holders if any of the following events shall have occurred:


 


		(i)	an Event of Default or an Event of Acceleration;



 


		(ii)	any event or circumstance which would, with the giving of notice, lapse of time, the issuing of a certificate
and/or fulfillment of any other requirement provided for in Condition 4 become an Event of Default or an Event of Acceleration; or



 


		(iii)	any public announcement by Hungary, to the effect that Hungary is seeking or intends to seek a restructuring
of the Debt Securities (whether by amendment, exchange offer or otherwise).



 


Such committee in its discretion may,
among other things, (i) engage legal advisers and financial advisers to assist it in representing the interests of the holders of
the Debt Securities, (ii) adopt such rules as it considers appropriate regarding its proceedings and (iii) enter into discussions
with Hungary and/or other creditors of Hungary. Hungary shall pay any reasonably incurred fees and expenses of any such committee (including,
without limitation, the fees and expenses of the committee's legal advisers and financial advisers, if any) within 30 days of the delivery
to Hungary of a reasonably detailed invoice and supporting documentation.


 






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For the purposes of (i) ascertaining
the right to attend and vote at any meeting of the holders of the Debt Securities and (ii) Conditions 4 and 5, those Debt Securities
(if any) which are for the time being held by any person (including but not limited to Hungary) for the benefit of Hungary or by any public
body owned or controlled, directly or indirectly, by Hungary shall (unless and until ceasing to be so held) be deemed not to remain outstanding.


 


		6.	As more fully set forth in the Fiscal Agency Agreement, Hungary has appointed the Economic Attaché
of Hungary, 227 East 52nd Street, New York, New York 10022, as its authorized agent upon which process may be served in any action arising
out of or based on the Debt Securities which may be instituted in any Federal or State court in New York, New York by the holder of any
Debt Security, and Hungary hereby expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment
shall be irrevocable so long as any of the Debt Securities remain outstanding, unless and until a successor shall have been appointed
by Hungary as its authorized agent for such purpose and such successor authorized agent shall have accepted such appointment. Notwithstanding
the foregoing, any action arising out of or based on the Debt Securities may be instituted by the holder of any Debt Security in any competent
court in Hungary. Hungary hereby waives irrevocably, to the fullest extent permitted by law, any immunity from jurisdiction to which it
might otherwise be entitled in any such action which may be instituted by the holder of any Debt Security in Federal or State court in
New York, New York or in any competent court in t Hungary. This waiver is intended to be effective upon execution of this Global Debt
Security without further act by Hungary before any such court, and introduction of this Global Debt Security into evidence shall be final
and conclusive evidence of such waiver. Such waiver constitutes only a limited and specific waiver for the purposes of the Debt Securities
and under no circumstances shall it be interpreted as a general waiver by Hungary or a waiver with respect to proceedings unrelated to
the Debt Securities. Neither such appointment nor such waiver shall be interpreted to include the waiver of any immunity with respect
to: (i) actions brought against Hungary under U.S. State or Federal securities laws; (ii) present or future "premises
of the mission" as defined in the Vienna Convention on Diplomatic Relations signed in 1961; (iii) "Consular premises"
as defined in the Vienna Convention on Consular Relations signed in 1963; (iv) any other property or assets used solely or mainly
for official state purposes in Hungary or elsewhere; or (v) military property or military assets or property or assets of Hungary
related thereto.



 


		7.	This Global Debt Security shall be governed by and construed in accordance with the laws of the State
of New York, without regard to the conflicts of law principles of such State, except with respect to its authorization and execution by
Hungary, which shall be governed by the laws of Hungary.



 


		8.	Except as set forth in this Condition 8, the Debt Securities are issuable only as fully registered global
securities, without coupons, each registered in the name of DTC, a nominee thereof or a successor to DTC or a nominee thereof, and



 


		(i)	no Global Debt Security may be transferred, except in whole and not in part, and only to DTC, one or more
nominees of DTC or one or more respective successors of DTC and its nominees; and



 






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		(ii)	no Global Debt Security may be exchanged for any Debt Security other than another Global Debt Security.



 


Notwithstanding any other provisions
of the Fiscal Agency Agreement or this Global Debt Security, a Global Debt Security may be transferred to, or exchanged for registered
Debt Securities registered in the name of, a person other than DTC, a nominee of DTC or a successor of DTC or its nominee if:


 


		(i)	DTC or each of Euroclear Bank S.A./N.V ("Euroclear") and Clearstream Banking, S.A. ("Clearstream")
(a) notifies Hungary that it is unwilling or unable to continue as depository for such Global Debt Security or (b) ceases to
be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be, and in either such case
(a) or (b) a successor depository is not appointed by Hungary within 90 days after receiving such notice from Euroclear, Clearstream
or DTC or on becoming aware that DTC is no longer so registered;



 


		(ii)	Hungary, in its sole discretion, instructs the Fiscal Agent in writing that a Global Debt Security shall
be so transferable and exchangeable; or



 


		(iii)	there shall have occurred and be continuing an Event of Default and/or Event of Acceleration with respect
to the Debt Securities evidenced by this Global Debt Security.



 


Registered Debt Securities issued in
exchange for this Global Debt Security will be registered in such names, and issued in such denominations (of $2,000 and integral multiples
thereof), as an authorized representative of DTC shall request.


 


		9.	Hungary will maintain for the Debt Securities (i) a Paying Agent and Registrar in the City of London,
England or The City and State of New York, and (ii) if the Debt Securities are issued in definitive form, a transfer agent and paying
agent in The City and State of New York. Hungary will cause the Registrar to maintain a register in which shall be entered the names and
addresses of the holders of the Debt Securities of this issue and the particulars of the Debt Securities held by them respectively and
in which, subject to Condition 8 above, transfers of the Debt Securities shall be registered. Such Paying Agent and Registrar in England
shall be Citibank, N.A., unless and until Hungary appoints a different Paying Agent or Registrar (if applicable) in the same city. Hungary
will appoint a transfer agent and paying agent as or when required in The City and State of New York. The holders of the Debt Securities
may serve notices and demands with respect to the Debt Securities at the office of any Paying Agent and Registrar maintained pursuant
to this Condition. In addition, all notices of Hungary will be published in a daily newspaper of general circulation in London for so
long as the Debt Securities are listed on the London Stock Exchange and the rules of the London Stock Exchange so require. Any such
notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first
date on which publication is made.



 






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		10.	Subject to Condition 8 above, this Global Debt Security is transferable upon presentation for such purpose
at the office of the Registrar referred to in Condition 9, accompanied by a written instrument of transfer in form approved by Hungary
executed by the registered holder hereof or by his duly authorized attorney, whereupon this Global Debt Security will be canceled and
one or more Debt Securities of this issue for an equal aggregate principal amount will be delivered to the transferee.



 


		11.	Subject to Condition 8 above, Debt Securities of this issue upon presentation for such purpose at the
office of the Registrar referred to in Condition 9, accompanied by a written instrument of transfer in form approved by Hungary executed
by the registered holder or by his duly authorized attorney, may be exchanged for an equal aggregate principal amount of other fully registered
Debt Securities of this issue in other authorized denominations.



 


		12.	Subject to Condition 8 above, Hungary will make transfers and exchanges of Debt Securities of this issue
as aforesaid upon compliance by the holders of the Debt Securities with such reasonable regulations as may be prescribed by Hungary, and
Hungary shall not be entitled to make any charge in respect to transfers and exchanges of Debt Securities of this issue, other than in
respect of transfer taxes, if any. Each Debt Security issued upon any such transfer or exchange shall be dated the date of its authentication
by the Fiscal Agent.



 


		13.	Interest on the Debt Securities of this issue shall be computed on the basis of a 360-day year of twelve
30-day months. Unless other arrangements are made, payments of interest on this Global Debt Security will be made by check drawn on a
bank or trust company in The City and State of New York payable to the order of the registered holder, or, in the case of joint holders,
to the order of all such joint holders or to such person as the joint holders may request in writing, provided that payment of
principal will be made only upon prior presentation and surrender of this Global Debt Security at the office of a Paying Agent of Hungary
referred to in Condition 9. Such check shall be mailed to the address of the registered holder as such address shall appear on the register
maintained by the Registrar pursuant to Condition 9 hereof, or, in the case of joint holders, to such registered address of that joint
holder who is first named in the register as one of such joint holders or to such address specified in the aforementioned request of such
joint holders. The registered holder hereof or his legal personal representatives will be regarded as exclusively entitled to the principal
moneys hereby secured, and in the case of joint registered holders of this Global Debt Security the said principal monies shall be deemed
to be owing to them on joint account. Any holder of Debt Securities, the aggregate principal amount of which equals or exceeds U.S.$1,000,000,
may, by written notice to the Paying Agent no later than the Record Date therefor, elect to receive the interest payment in respect of
such Debt Securities by wire transfer in same-day funds to a bank account maintained by such holder in the United States.



 


		14.	Claims for payment of the principal amount of this Debt Security shall become void 10 years after such
principal amount became due and payable. Claims for payment of interest on this Debt Security shall become void five years after relevant
interest payment date on which the interest became due and payable.



 






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		15.	In case any Debt Security shall at any time become mutilated or destroyed or stolen or lost, and such
Debt Security, or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other
documents or proof as may be required in the premises) shall be delivered to the Registrar referred to in Condition 9 above, a new Debt
Security of like tenor and date will be issued by Hungary in exchange for the Debt Security so mutilated, or in lieu of the Debt Security
so destroyed or stolen or lost, but, in the case of any destroyed or stolen or lost Debt Security, only upon receipt of evidence satisfactory
to Hungary that such Debt Security was destroyed or stolen or lost, and, upon receipt also of indemnity satisfactory to Hungary. Mutilated
Debt Securities must be surrendered before replacement therefore will be issued. Application for replacement may be made only by the registered
holder thereof and shall be made at the office of the Fiscal Agent specified in Condition 1. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and delivery of a new Debt Security shall be borne by the owner
of the Debt Security mutilated, destroyed, stolen or lost.



 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM-as tenants in common	 	UNIF GIFT MIN ACT-_________ Custodian __________
	 	 	                                             (Cust)                            (Minor)
	 	 	 
	TEN ENT-as tenants by the entireties	 	Under Uniform Gifts to Minors Act ____________
	 	 	 
	 	 	                                                                                           (State)


 


JT TEN-as joint tenants with right of survivorship
and not as tenants in common.


 


Additional abbreviations may also be used though
not in the above list.


 






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TRANSFERS


 


For Value Received the undersigned hereby sells,
assigns and transfers unto


 


	 
	 


 


name and address including zip code and social
security number or other identifying number of assignee the within Debt Security, hereby irrevocably constituting and appointing


 


	 
	 


 


Attorney to transfer the Debt Security on
the register kept at the office of the Registrar of Hungary for such purpose in the Borough of Manhattan, The City of New York and
State of New York, United States of America or London, with full power of substitution dated this __________ day of __________,
______.


 


	By:	 	 
	 	Signature	 


 


NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the within Debt Security in every particular
without alteration or enlargement or any change whatsoever and must be guaranteed by a commercial bank or trust company having its principal
office or correspondent in The City of New York or by a member of the New York Stock Exchange.


 






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