Second Supplemental Indenture dated as of March 9, 2007



 Exhibit 4.8 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of March 9, 2007, among INVITEL HOLDINGS N.V., a company with limited liability incorporated under the laws of the Netherlands Antilles (the “Issuer”), the Trustee (as hereinafter defined) and the Luxembourg Paying Agent
(as hereinafter defined). 
 W I T N E S S E T H: 
 WHEREAS, the Issuer has heretofore executed and delivered to The Bank of New York, as trustee, registrar, transfer agent, principal paying agent, calculation agent and security trustee (the
“Trustee”), and The Bank of New York (Luxembourg) S.A., as Luxembourg paying agent and transfer agent (the “Luxembourg Paying Agent”), (a) an indenture (the “Original Indenture”), dated as of
October 30, 2006, providing for the issuance of an aggregate principal amount of €125,000,000 Floating Rate Senior PIK Notes due 2013 (the “Notes”), and (b) a first supplemental indenture dated as of December 19,
2006 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”); 
 WHEREAS, the Issuer has entered into a share sale and purchase agreement with Hungarian Telephone and Cable Corp., dated as of January 8, 2007, for the sale and purchase of 100% of the issued share capital of Matel Holdings N.V.;

 WHEREAS, the Issuer desires to amend the Indenture to (i) relieve the Issuer of its obligation to make a Change of Control Offer if
the HTCC Acquisition (as hereinafter defined) is consummated, (ii) in the event of the consummation of the HTCC Acquisition, allow the Issuer to satisfy its reporting requirements under the Indenture by providing to the Trustee copies of
HTCC’s annual and quarterly filings with the Commission and by providing annual statutory financial statements of the Issuer, (iii) in the event of the consummation of the HTCC Acquisition, allow the Issuer to elect to change the
definition of GAAP in the Indenture from IFRS to U.S. GAAP (as hereinafter defined) and (iv) amend the definition of Consolidated Adjusted Net Income and Consolidated EBITDA so as to ensure that the terms of any Debt (or refinancings thereof)
incurred by any Restricted Subsidiary of the Issuer to finance the HTCC Acquisition would not in the future preclude the Issuer or its Restricted Subsidiaries from incurring Debt under Section 4.06(a) of the Indenture or from making Restricted
Payments under Section 4.07(b) of the Indenture; 
 WHEREAS, pursuant to Section 9.02 of the Indenture, the Issuer and the Trustee
may modify, amend or supplement the Indenture with the consent of the Holders of at least a majority of the outstanding principal amount of the Notes; 
 WHEREAS, the Issuer has, as of March 1, 2007, solicited consents of all Persons that are Holders of the Notes on February 28, 2007 to the substance of the amendments to the Indenture set forth herein and to
the execution of this Supplemental Indenture and has obtained the requisite consents for purposes of Section 9.02; 
 WHEREAS, the
Issuer has duly authorized the execution and delivery of this Supplemental Indenture and has done all things necessary to make this Supplemental Indenture a valid agreement in accordance with its terms; and 
 WHEREAS, the Issuer has requested that the Trustee and the Luxembourg Paying Agent execute and deliver this Supplemental Indenture and the Issuer has
delivered, or caused to be delivered, to the Trustee an Officer’s Certificate and Opinion of Counsel in connection herewith; 









 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Issuer, the Trustee and the Luxembourg Paying Agent mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2. Amendments to the Indenture. The Indenture is hereby amended as follows: 
 (a) Section 4.18 of the Indenture shall be replaced in its entirety by the following: 
 “SECTION 4.18 Reports to Holders. 
 (a) So long as any Notes are outstanding, and subject to clause (b) below, the Issuer will furnish to the Trustee (who, at the
Issuer’s expense, will then furnish by mail to Holders of the Notes): 
 (i) within 120 days following the end of each
of the Issuer’s fiscal years, an annual report containing substantially the same information as would be required to be contained in an annual report filed with the Commission on Form 20-F (as in effect on 6 August 2004), including
annual audited condensed balance sheets, statements of income, statements of shareholders equity, and statements of cash flows (with notes thereto) for the Issuer and its Subsidiaries on a consolidated basis for the year then ended and the prior
fiscal year and prepared in accordance with GAAP, which need not, however, contain: (A) any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X, as promulgated under the Securities Act; (B) other than agreements
governing material Debt of the Issuer and its Restricted Subsidiaries, the exhibits or certifications required by such form; or (C) subject to Section 4.18(c) below, separate financial statements of any of its affiliates, even if such
statements would be required to be included on Form 20-F pursuant to Regulation S-X, as promulgated under the Securities Act; 
 (ii) within 60 days following the end of the first three fiscal quarters in each of the Issuer’s fiscal years (other than the Issuer’s fiscal quarter ended September 30, 2006, in respect of which
the Issuer shall have until 80 days following the end of such quarter), quarterly reports containing unaudited condensed balance sheets, statements of income, statements of shareholders equity and statements of cash flows for the Issuer and its
Subsidiaries on a consolidated basis for the quarterly period then ended and the corresponding quarterly period in the prior fiscal year and prepared in accordance with GAAP, which need not, however, contain any reconciliation to U.S. GAAP or
otherwise comply with Regulation S-X as promulgated under the Securities Act, together with an operating and financial 

  

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review for such quarterly period and condensed footnote disclosure; and 
 (iii) promptly from time to time after the occurrence of an event required to be reported therein, such other reports containing
substantially the same information required to be contained in Items (1) through (6) of Form 8-K (or any successor form) of the Commission. 
 (b) If the HTCC Acquisition shall have been consummated (and subject to the last paragraph of this clause (b)), 
 (i) the Issuer shall furnish to the Trustee, on the date of the relevant filing with the Commission (or to the extent HTCC is not subject to Section 13 or 15(d) of the Exchange Act, on the date such relevant
filing would have been required to be filed if HTCC were so subject), all annual and quarterly reports of HTCC required to be filed by HTCC with the Commission, provided that the financial statements contained in any such report (and any financial
information derived therefrom and contained in such report) may be denominated in U.S. Dollars and provided further that any such report shall include, in a footnote, the following condensed consolidating financial information of the Issuer for the
same periods covered by such report: total revenue; net profit (loss); cash and cash equivalents; third party debt; earnings before interest, taxes, depreciation and amortization; capital expenditure; net interest expense; net third party debt; and
net cash flow provided by (used in) operating activities; 
 (ii) the Issuer shall furnish to the Trustee, on the date of the
relevant filing with the Commission, all other reports of HTCC required to be filed by HTCC with the Commission (or, to the extent HTCC is not subject to Section 13 or 15(d) of the Exchange Act, other reports of HTCC containing substantially
the same information required to be contained in Items (1) through (6) of Form 8-K (or any successor form) of the Commission); and 
 (iii) the Issuer shall furnish to the Trustee (who at the Issuer’s expense, shall then furnish by mail to holders of the Notes), within 120 days following the end of each of the Issuer’s fiscal years, the
Issuer’s annual statutory financial statements as of and for such fiscal year and the immediately preceding fiscal year prepared in accordance with GAAP (which financial statements may be denominated in U.S. Dollars). 
 Anything in this Indenture to the contrary notwithstanding, if the foregoing provisions of this clause (b) are applicable and the
Issuer is in compliance with its obligations under such provisions, then the Issuer shall be deemed to be in compliance with clause (a) above; provided, however, that the Issuer may at any time elect to cease compliance with this
clause (b), in which case the Issuer shall, on and following the date of such election, comply with clause (a) 

  

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above. In the event that HTCC or any subsidiary of HTCC (other than the Issuer or any of its Subsidiaries) shall have undertaken or engaged in an HTCC
Restricted Activity, the Issuer shall, as of and following the first day on which HTCC or such subsidiary shall have undertaken or engaged in such activity, be prohibited from complying with the foregoing provisions of this clause (b) and shall
instead be required to comply with clause (a) above. 
 (c) So long as the Existing Notes are (or any other debt issued
or incurred by the Company from time to time the instruments governing which contain reporting obligations substantially identical to those set forth in Section 4.18(a) is) outstanding, the Issuer shall be deemed to be in compliance with its
obligations under clauses (i) and (ii), as applicable, of Section 4.18(a) if, within the periods prescribed in such clauses for delivery of the reports described in such clauses, the Issuer shall have provided to the Trustee and the
Holders all financial statements described in such clause (i) and (ii) of Section 4.18(a), as the case may be, and the Company shall have provided to the Trustee reports fully complying with the corresponding provisions of the
Existing Notes Indenture or the instrument governing such other debt. The Issuer will not be permitted to deliver condensed financial statements as provided under clauses (i) and (ii) of Section 4.18(a) if the Company is not required
to deliver reports pursuant to the Existing Notes Indenture or any other debt containing substantially identical reporting obligations. 
 (d) In addition, the Issuer shall furnish to the Holders of the Notes and to prospective investors, upon the request of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. 
 (e) If any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information referred
to in clause (a) or (b) above will include a reasonably detailed presentation, either on its face or in the footnotes thereto, and in the operating and financial review, of the financial condition and results of operations of the Issuer
and its Restricted Subsidiaries or HTCC, the Issuer and the Issuer’s Restricted Subsidiaries (as the case may be), in each case, separate from the financial condition and results of operations of the Issuer’s Unrestricted Subsidiaries.

 (f) The Issuer shall also make available copies of all reports furnished to the Trustee (i) on Invitel’s website
or HTCC’s website, as the case may be; (ii) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency; and (iii) if and so long as the Notes are admitted to listing on the Official List of
the Luxembourg Stock Exchange and to trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, copies of such reports furnished to the Trustee will also be made available at the specified office of the paying agent in
Luxembourg.” 
  

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 (b) Clause (iii) of the definition of “Change of Control” in Section 1.01 of the
Indenture shall be replaced in its entirety by the following: 
 “(iii) the Issuer conveys, transfers, leases or
otherwise disposes of, in a single transaction or a series of related transactions, all or substantially all of the properties or assets of the Issuer, Matel Holdings, the Company or Invitel to any person (other than HTCC and/or any Affiliate of
HTCC that is controlled by HTCC);” 
 (c) Clause (d) of the definition of “Consolidated Adjusted Net Income” in
Section 1.01 of the Indenture shall be replaced in its entirety by the following: 
 “(d) the net income (loss) of
any Restricted Subsidiary of such specified Person to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the date of determination permitted, directly or indirectly, by operation
of the terms of its (i) charter, (ii) any agreement or instrument (other than the Senior Credit Facilities, the Existing Notes or the instruments of any other Debt (including Acquired Debt) incurred to finance, or in connection with or as
a result of, the HTCC Acquisition and any amendments, restatements, supplements, modifications, renewals or refinancings of any of the foregoing) or (iii) any judgment, decree, order, statute, rule or governmental regulation applicable to such
Restricted Subsidiary or its shareholders;” 
 (d) The last paragraph of the definition of “Consolidated EBITDA” in
Section 1.01 of the Indenture shall be replaced in its entirety by the following: 
 “Notwithstanding the foregoing,
the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary of the Issuer shall be added to Consolidated Adjusted Net Income to compute Consolidated EBITDA only to
the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Adjusted Net Income and only to the extent that a corresponding amount would be permitted at the date of determination
to be dividended or distributed, directly or indirectly, to the Issuer by such Restricted Subsidiary without breaching or violating a restriction, directly or indirectly, applicable to such Restricted Subsidiary (unless such restriction is
prescribed under the Senior Credit Facilities, the Existing Notes or the instruments of any other Debt (including Acquired Debt) incurred to finance, or in connection with or as a result of, the HTCC Acquisition or any amendments, restatements,
supplements, modifications, renewals or refinancings of any of the foregoing).” 
 (e) The definition of “Generally Accepted
Accounting Principles” or GAAP” in Section 1.01 of the Indenture shall be replaced in its entirety by the following: 
 ““Generally Accepted Accounting Principles” or “GAAP” means (a) with respect to the Issuer, the accounting standards in the Netherlands, consistently applied, which are in effect from time to time
and (b) with respect to the Company, IFRS as in effect from time to time, provided, however, that, following the Issue Date, 

  

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GAAP shall mean, in respect of the Issuer, and at the election of the Issuer, IFRS (as in effect from time to time) for all purposes of this Indenture, in
lieu of GAAP, and, if the HTCC Acquisition shall have been consummated, GAAP shall mean, at the Issuer’s election or re-election and with respect to both the Issuer and the Company, U.S. GAAP (as in effect from time to time) for all purposes of
this Indenture, in lieu of GAAP (and, upon and following any such election or re-election, references herein to GAAP will thereafter be construed to mean IFRS or U.S. GAAP, as the case may be, as in effect from time to time); provided that
(i) all financial statements and reports required to be provided after such election pursuant to this Indenture will be prepared on the basis of IFRS or U.S. GAAP, as the case may be, as in effect from time to time (including that, upon first
reporting its fiscal year results under IFRS or U.S. GAAP, as the case may be, the Issuer will be required to restate its financial statements on the basis of IFRS or U.S. GAAP, as the case may be, for the fiscal year ending immediately prior to the
first fiscal year for which financial statements have been prepared on the basis of IFRS or U.S. GAAP, as the case may be), (ii) after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture
will be computed in conformity with IFRS or U.S. GAAP, as the case may be, and (iii) such election shall not have the effect of rendering invalid any payment made prior to the date of such election pursuant to Section 4.07(b), or any
incurrence of Debt incurred prior to the date of such election pursuant to Section 4.06(a) (or any other action conditioned on the Company being able to incur €1.00 of additional Debt) if such payment or incurrence or other action was
valid under this Indenture on the date made or incurred or taken and shall not change any Ratchet Margin established prior to the date of such election if such Ratchet Margin was correctly calculated under this Indenture on the date of its
determination. The Issuer may at any time revoke the foregoing election or re-election to report in U.S. GAAP (provided that such revocation will be implemented in accordance with the procedures described above with respect to adoption of U.S.
GAAP).” 
 (f) The definition of “Permitted Holder” in Section 1.01 of the Indenture shall be replaced in its entirety by
the following: 
 ““Permitted Holder” means (x) investment funds advised or managed by GMT or any
of its Affiliates, and any successor thereto, (y) EEIF or any fund that is under common management with EEIF or any successor fund thereto or (z) HTCC and/or any Affiliate of HTCC that is directly or indirectly controlled by HTCC.”

 (g) The following definitions shall be added to Section 1.01 of the Indenture: 
 ““HTCC” means Hungarian Telephone and Cable Corp., a Delaware corporation, and its successors. 
 “HTCC Acquisition” means any transaction whereby HTCC becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of at least a majority of the outstanding shares of Voting Stock of Matel Holdings, including any such transaction in connection with which the 

  

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Company becomes the “beneficial owner”, directly or indirectly, of at least a majority of the outstanding shares of the Voting Stock of the Persons
that were the operating Subsidiaries of HTCC immediately prior to such transaction. 
 “HTCC Restricted
Activity” means any business activity undertaken or engaged in by HTCC or any subsidiary of HTCC (other than the Issuer or any of its Subsidiaries) other than: 
 (i) acting as a direct or indirect holding company of the Issuer including all activities incidental to its role as a holding company
(including the retention of professional advisors as needed), issuing Capital Stock (solely in the case of HTCC) and, if applicable, activities reasonably relating to being a public listed company; 
 (ii) incurring payment-in-kind debt (and pledging its assets as security therefor), provided that the Issuer determines (such
determination to be evidenced by an Officer’s Certificate) that the incurrence of such debt will not materially affect the Issuer’s ability to make principal or interest payments on the Notes as and when they come due; and 
 (iii) other activities not specifically enumerated in clauses (i) and (ii) above that are de minimis in nature. 
 “U.S. GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, in the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as have been approved by a significant segment of the accounting profession of the United States, which are in effect from time to time.” 
 3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The
Issuer agrees to be bound by Section 12.09 of the Indenture with regard to any suit, action or proceeding against the Issuer brought by any Holder or the Trustee arising out of or based upon this Supplemental Indenture. 
 4. Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original but all
such counterparts shall together constitute but one and the same Supplemental Indenture. 
 5. Headings. The Section headings herein
have been inserted for convenience of reference only and shall not affect the construction hereof. 
 6. The Trustee. The Trustee
makes no representation as to the validity or sufficiency of this Supplemental Indenture and shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer
and the Subsidiary Guarantors. The Issuer (failing which the Subsidiary Guarantors) agrees to indemnify the Trustee to the same extent as provided under the Indenture against any and all loss, liability or expense (including attorneys’ fees and
expenses) incurred by it without wilful misconduct, gross negligence or bad faith on its part arising out of or in connection with the execution of this Supplemental Indenture. 
  

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 7. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a
reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require. 
 8. Successors. All
covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their successors. 
 9. Benefits of Supplemental
Indenture. Nothing in this Supplemental Indenture, the Indenture or the Notes, express or implied, shall give rise to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, and the Holders, any
benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes. 
 10. Entire
Agreement. This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein. All other provisions of the Indenture which are not amended are expressly affirmed.

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
  

			
	INVITEL HOLDINGS N.V.
		
	By:	 	  
	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK
		
	By:	 	  
	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK (LUXEMBOURG) S.A.
		
	By:	 	  
	Name:	 	
	Title:	 	


  

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