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Exhibit 4.17. 


 
 

CALL OPTION WAIVER AGREEMENT    
    


        This Call Option Waiver Agreement ("Agreement") is made on the 10. December, 2003.


        between



        Matáv Rt., Hungarian Telecommunications Company Limited a company duly incorporated and organised under the laws of
Hungary, having its principal office at 55. Krisztina krt. Budapest, 1013, Hungary, hereinafter referred as Matáv


        and



        COSMOTELCO ADDED VALUE SERVICES S.A., a company duly incorporated and organised under the laws of Greece, having its principal office at
47. Ag. Konstantinou Str., Maroussi, Attica, Greece; hereinafter referred as COSMOTELCO


        All
capitalized terms not defined in this Agreement shall have the meaning given to it in the Agreement between Matáv Rt. and CosmoTelco on 7 February 2002. 



        WHEREAS: 


        Pursuant
to the provisions of the Subscription and Shareholders' Deed (the "Deed") relating to Stonebridge Communications AD Skopje
("Stonebridge") dated 14 December 2000 as amended by the First Supplemental Deed dated 10 January 2001, the Second Supplemental Deed dated 8 February 2001 and the Third
Supplemental Deed dated 10 May, 2001 now between Stonebridge, Telemacedonia AD Skopje, Matáv, CosmoTelco and SEEF Holdings Limited, CosmoTelco 



	•
	owns
5,078,557 pieces of shares in Stonebridge ("Shares") representing, in aggregate, 7.4464% of the total share capital of Stonebridge; in addition, pursuant to
Clause 15.5 of the Deed, and CosmoTelco was the holder of a call option (the "Option") granted by Matáv in respect of Shares
representing 21.5536% of the total issued share capital of Stonebridge.



	•
	Matáv
and CosmoTelco concluded an agreement on 7. February 2002., agreeing in a waiver of 11.5536% of CosmoTelco's call option from the whole 21.5536%
regarding the Stonebridge shares.



	•
	Matáv
and CosmoTelco extended several times the call option right for the remaining 10% of Stonebridge shares (the "Remaining
Option"). 




        Under
the terms of this Agreement the Parties wish to express their agreement in respect of the waiver by CosmoTelco to exercise its Remaining Option, and the termination of all rights
that CosmoTelco has had in respect of the Remaining Option. 


        IT
IS AGREED AS FOLLOWS: 


        1.     The
expiry date of the last extension regarding the Remaining Option was on 30. November 2003, therefore Parties agreed on 28. November 2003. on the final
and irrevocable termination of all kinds of call option possibility (the "Option Termination") regarding the Stonebridge shares. CosmoTelco hereby
irrevocably and finally waives its rights to exercise the Remaining Option before its final expiry date. In addition, CosmoTelco undertakes to procure that 



	•
	neither
Banco Comercial Portugues ("BCP") nor its wholly owned subsidiary shall exercise any rights that they might have in relation to the Remaining Option under the terms
of the Deed,



	•
	nor
DEMCO Investment and Commercial SA or any of their respective Affiliates (as such term is defined in the Deed) and in no event any other person 






        shall
raise any claims regarding the Option or the Remaining Option towards Matáv or any of its parent companies or its affiliates. Parties agree that any action by
CosmoTelco, BCP or DEMCO Investment and Commercial SA and its any parent companies and its affiliates to the contrary of this 








undertaking
shall, for the purposes of this Agreement, be regarded as a breach by CosmoTelco. Breach of the undertaking by CosmoTelco, BCP or DEMCO Investment and Commercial SA and its wholly owned
subsidiary shall immediately release Matáv from its duties under this Agreement. 



        2.     As
a further consideration of the waiver made by CosmoTelco in Clause 1 above, Matáv agrees to pay to CosmoTelco EUR 2,500,000 (two million and five
hundred thousand Euros) in one installment. This installment will be payable as soon as practicable following the signing of this Agreement, within forty-five calendar days from the date
of this Agreement. Payment shall made in immediately available funds, in Euros, by wire transfer to the account of CosmoTelco designated by it in writing for that purpose. 


        3.     Each
party hereto undertakes that, without the prior written consent of the other parties hereto, or unless it is required by law, it will not divulge to any person other
than its respective strategic owner, the objects of this Agreement or any information related to the contents of this Agreement. This undertaking of confidentiality is also binding for the parties'
respective agents, employees and advisors. 


        4.     This
Agreement shall be governed by and be construed in accordance with Hungarian law. All disputes, which may arise under or in relation to this Agreement, or the breach
thereof, shall be finally and irrevocably settled by relevant Hungarian Court. 


        IN
WITNESS WHEREOF, the Parties hereto have caused this Call Option Waiver Agreement to be duly executed as a deed on the date written above. 


EXECUTED as a DEED by Matáv Rt., HUNGARIAN TELECOMMUNICATIONS COMPANY LIMITED.



	

	
 	

 
	Elek STRAUB	 	 
	Chief Executive Officer	 	 
	

	
 	

 
	András BALOGH	 	 
	Chief Strategy and International Officer	 	 
	
EXECUTED as a DEED by COSMOTELCO ADDED VALUE SERVICES S.A.
	

	
 	

 
	Nicos STAVRIDIS	 	 
	the Chairman of the Board of Directors	 	 
	

	
 	

 
	Mihail KEFALOYANNIS	 	 
	Managing Director	 	 













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CALL OPTION WAIVER AGREEMENT