First Supplement Indenture dated as of May 23, 2006



 EXHIBIT 4.2 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of May 23, 2006, among Magyar Telecom B.V. a private company with limited liability incorporated under the laws of The Netherlands (the “Issuer”), Invitel Rt. and V-holding
Rt., EuroWeb Internet Szolgáltató Rt. (“Euroweb Hungary” and, together with Invitel Rt. And V-holding Rt., the “Subsidiary Guarantors”) and The Bank of New York, a New York banking corporation (the
“Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of August 6, 2004, providing for the issuance of an initial aggregate principal amount of €142,000,000 of 10 3/4% Senior Notes due 2012 (the “Notes”); 
 WHEREAS, upon consummation
of the acquisition of Euroweb Hungary by the Issuer and its subsidiaries, Euroweb Hungary will become a Restricted Subsidiary of the Issuer; 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Indenture provides that upon the event of Euroweb Hungary becoming a Restricted Subsidiary, the Issuer and the Trustee may, and are authorized to, amend or supplement the
Indenture (without the consent of any Holder of the Notes) to add Euroweb Hungary as a Subsidiary Guarantor under the Indenture; 
 WHEREAS,
pursuant to Section 9.01 of the Indenture, the Indenture provides that the Issuer and the Trustee may amend or supplement the Indenture (without the consent of any Holder of the Notes) to cure any ambiguity or correct any defective provision of
the Indenture; 
 WHEREAS, each of the Issuer, Invitel Rt, V-holding Rt. and Euroweb Hungary 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; 
 WHEREAS, the Issuer has requested that the Trustee executive and deliver this Supplemental Indenture and the Issuer has delivered or caused to delivered, to the Trustee an Officer’s Certificate and Opinion of
Counsel in connection herewith; and 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Issuer, Invitel Rt, V-holding Rt, Euroweb Hungary and the Trustee 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. Representations. Each of the Issuer and each Subsidiary Guarantor represents and warrants as follows: 
  

	 	(a)	it is a legal entity duly incorporated and validly existing under the laws of the jurisdiction of its organization; 

  

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	 	(b)	it has all requisite organizational power and authority to enter into and perform its obligations under this Supplemental Indenture; 

  

	 	(c)	this Supplemental Indenture has been duly authorized, executed and delivered by it and it is a legally valid and binding obligation, enforceable against it in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditors’ rights generally; 

  

	 	(d)	the Indenture constitutes its legally and binding obligation, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditors’ rights generally; and 

  

	 	(e)	immediately after giving effect to the Supplemental Indenture, no Event of Default (or event or circumstances which, with the giving of notice or the passage of time or both, would
constitute an Event of Default) shall have occurred and be continuing. 

 3. Agreement to be Bound. As of the date
hereof, Euroweb Hungary, by its execution of this Supplemental Indenture, hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all the obligations and agreements of a Subsidiary
Guarantor under the Indenture. Euroweb Hungary agrees to be bound by the terms and provisions of the Indenture applicable to a Subsidiary Guarantor, included but not limited to Article 10 thereof, and to perform all of the obligations and agreements
of a Subsidiary Guarantor under the Indenture, as if a party to the Indenture on the date of its execution. 
 4. Guarantee. Pursuant
to Section 10.09 of the Indenture, Euroweb Hungary hereby provides a Guarantee of the Notes, and becomes a “Subsidiary Guarantor” for purposes of the Notes and the Indenture, immediately upon the execution and delivery of this
Supplemental Indenture. 
 5. Limitation and Effectiveness of Guarantee. Pursuant to Section 10.04 of the Indenture, the
Guarantee of Euroweb Hungary is limited to an amount not to exceed the maximum amount that can be guaranteed by Euroweb Hungary without rendering its Guarantee voidable or unenforceable under Hungarian law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally. 
 6. Agreement to Subordinate. Pursuant to
Section 14.01 of the Indenture, Euroweb Hungary agrees and each holder of Notes by accepting a Note agrees, that all payments pursuant to the Subsidiary Guarantee made by or on behalf of Euroweb Hungary are subordinated to the extent and in the
manner provided in Article Fourteen of the Indenture to all existing and future obligations of Euroweb Hungary under the Senior Debt of Euroweb Hungary and that such subordination is for the benefit of and enforceable by the holders of Senior Debt
of Euroweb Hungary. Each Guarantee shall in all respects rank senior in right of payment to any future Subordinated Debt of Euroweb Hungary. 
 7. Correction to Indenture. The cross reference in subsection (b) of the definition of Permitted Liens in Section 1.01 Definitions is hereby amended and shall read as follows: 
 “(b) Liens securing Debt under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(i)(clause (i) of the definition of
“Permitted Debt”);” 
  

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 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF NEW YORK. The Issuer and the Subsidiary Guarantors agree to be bound by Section 13.09 of the Indenture with regard to any suit, action or proceeding against the Issuer or a Subsidiary Guarantor brought by any Holder or the
Trustee arising out of or based upon this Supplemental Indenture. 
 9. Notices. All notices and other communications to Euroweb
Hungary shall be given as provided in the Indenture to Euroweb Hungary at its addresses set forth below. 
 10. 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. 
 11. Headings. The Section headings herein have been inserted for convenience of reference only and shall not affect the construction hereof.

 12. 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 an all loss, liability or expense (including attorneys’ fees and expenses) incurred by it without willful misconduct, gross negligence or bad faith on its part arising
out of or in connection with the execution of this Supplemental Indenture. 
 13. 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 an 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. 
 14. Successors. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their successors. 
 15. Benefits of Supplemental Indenture. Subject to Section 6, 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. 
 16. 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. 
  

			
	MAGYAR TELECOM B.V.
		
	By:	 	  
	Name: Title:	 	
	
	INVITEL RT.
		
	By:	 	  
	Name:	 	Martin Lea
	Title:	 	Chief Executive Officer
		
	By:	 	  
	Name:	 	Rob Bowker
	Title:	 	Chief Financial Officer
	
	V-HOLDING RT.
		
	By:	 	  
	Name:	 	Martin Lea
	Title:	 	Member of the Board of Directors
		
	By:	 	  
	Name:	 	Ian McKenzie
	Title:	 	Member of the Board of Directors
	
	EUROWEB INTERNET SZOLGÁLTATÓ RT.
		
	By:	 	  
	Name:	 	Gerlei Gyöngyvér
	Title:	 	Member of the Board of Directors
		
	By:	 	  
	Name:	 	Bezerédy Péter
	Title:	 	Member of the Board of Directors
	  
 Address:
 (Invitel Rt.székház)
 2040 Budaörs,
 Puskás Tivadar u. 8-10.
 Telephone: 00 36 1 801 1500
 Telefax: 00 36 1 801 1353
 Attention of: Dr. Sándor
Halász Legal Director

	
	THE BANK OF NEW YORK
		
	By:	 	  
	Name:	 	
	Title:	 	


  

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