HUNGARIAN TELEPHONE & CABLE CORP
AMEND. NO. 1 TO THE SENIOR SECURED DEBT FAC. AGMT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1to10q_111301.txt
<DESCRIPTION>AMEND. NO. 1 TO THE SENIOR SECURED DEBT FAC. AGMT
<TEXT>

                                  Exhibit 10.1
                                                                  Execution Copy




                            AMENDMENT NO. 1 TO THE
                     SENIOR SECURED DEBT FACILITY AGREEMENT
                              dated 9 November 2001

                                     between


               HUNGAROTEL TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG
                RABA-COM TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG
             PAPA ES TERSEGE TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG
          KNC KELET-NOGRAD COM TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG
                                  as Borrowers

                                       and

                         HTCC TANACSADO RESZVENYTARSASAG
                       HUNGARIAN TELEPHONE AND CABLE CORP.
                                  as Guarantors

                                       and

                           CITIBANK INTERNATIONAL PLC
                                as Facility Agent


       ------------------------------------------------------------------

                                in respect of the
             EUR 130,000,000 Senior Secured Debt Facility Agreement
                               dated 11 April 2000
       ------------------------------------------------------------------



     Ormai es Tarsai
   CMS Cameron McKenna                                     CMS Cameron McKenna
Citibank Tower, 4th Floor                                      Mitre House
       Bank Center                                        160 Aldersgate Street
     Szabadsag ter 7                                              London
     H-1944 Budapest                                             EC1A 4DD
         Hungary                                                 England
   Tel: +36 1 302 9302                                    Tel: +44 171 367 3000
   Fax: +36 1 302 9300                                    Fax: +44 171 367 2000

                              [CMS GRAPHIC OMITTED]
                          TRANSNATIONAL LEGAL SERVICES


<PAGE>


THIS AMENDMENT NO. 1 TO THE SENIOR SECURED DEBT FACILITY AGREEMENT (the
"Agreement") is dated 9 November 2001 and is made between:

(1)      HUNGAROTEL TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG acting in its
         capacity as borrower;

(2)      RABA-COM TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG acting in its capacity
         as borrower;

(3)      PAPA ES TERSEGE TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG acting in its
         capacity as borrower;

(4)      KNC KELET-NOGRAD COM TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG acting in
         its capacity as borrower,

         (the parties detailed at (1) to (4) inclusive above each a "Borrower"
and together, the "Borrowers");

(5)      HTCC TANACSADO RESZVENYTARSASAG acting in its capacity as guarantor;

(6)      HUNGARIAN TELEPHONE AND CABLE CORP. acting in its capacity as
guarantor;

         (the parties detailed at (5) and (6) inclusive above each a "Guarantor"
and together, the "Guarantors"); and

(7)      CITIBANK INTERNATIONAL PLC acting in its capacity as facility agent
(the "Facility Agent"),

         (the parties detailed at (1) to (7) inclusive above each a "Party" and
together, the "Parties").


BACKGROUND

(A)      By the Senior Secured Debt Facility Agreement (as defined below)
         certain financial institutions made available to the Borrowers a
         facility in an amount of one hundred and thirty million euro (EUR
         130,000,000) on the terms and conditions provided for in such Senior
         Secured Debt Facility Agreement and for the purposes mentioned in such
         Senior Secured Debt Facility Agreement.

(B)      A breach of the financial covenant provided for under paragraph (d) of
         Clause 20.1 (Financial Conditions of the Group) and Schedule 10 (EBITDA
         Variance Table) of the Senior Secured Debt Facility Agreement has
         occurred.

(C)      Pursuant to the Waiver Request No. 1 Letter (as defined below), the
         Lenders have been requested to give their consent to the amendment of
         certain provisions of the Senior Secured Debt Facility Agreement, on
         the basis as provided for in this Agreement.

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<PAGE>

IT IS AGREED as follows:

1.       Definitions and Interpretations

1.1      Definitions
         In this Agreement (including the Background above):

         "Additional Finance Documents" means this Agreement, the Fee No. 2
         Letter and the Waiver Request No. 1 Letter.

         "Effective Date" means the date of this Agreement.

         "Escrow Accounts" means, at any time, the escrow accounts denominated
         in euro or HUF, as appropriate, opened and maintained at such time by
         the Facility Agent for the purposes of this Agreement.

         "Fee No. 2 Letter" means the letter dated on or about the date of this
         Agreement from the Facility Agent to the Obligors, setting out the
         waiver fee, in the amount previously agreed with the Obligors, arising
         in relation to the execution of this Agreement and referred to in
         Clause 7 (Payment of Fees, Costs and Expenses).

         "Senior Secured Debt Facility Agreement" means the senior secured debt
         facility agreement dated 11 April 2000 made between: (1) Hungarotel
         Tavkozlesi Koncesszios Reszvenytarsasag as Borrower; (2) Raba-Com
         Tavkozlesi Koncesszios Reszvenytarsasag as Borrower; (3) Papa es
         Tersege Tavkozlesi Koncesszios Reszvenytarsasag as Borrower; (4) KNC
         Kelet-Nograd Tavkozlesi Koncesszios Reszvenytarsasag as Borrower; (5)
         Hungarian Telephone and Cable Corp. as Guarantor; (6) HTCC Tanacsado
         Reszvenytarsasag as Guarantor; (7) Citibank N.A. and Westdeutsche
         Landesbank Girozentrale as Arrangers; (8) Citibank International plc as
         Facility Agent, (9) Citibank Rt. as Security Agent; and (10) the
         financial institutions defined therein as Original Lenders.

         "Waiver Request No. 1 Letter" means the letter dated 25 October 2001
         signed for and on behalf of Hungarian Telephone and Cable Corp.,
         pursuant to which the Lenders have, inter alia, been requested to give
         their consent to the amendment to the Senior Secured Debt Facility
         Agreement on the basis provided for in this Agreement.

1.2      Defined terms in the Senior Secured Debt Facility Agreement
         In this Agreement (including the Background above) all terms and
         expressions shall, in the absence of contrary intention or unless
         otherwise defined in this Agreement, have the meanings attributed to
         such terms and expressions in the Senior Secured Debt Facility
         Agreement (including by reference to any other document), mutatis
         mutandis.

1.3      Incorporation of provisions in the Senior Secured Debt Facility
         Agreement The provisions of Clause 1.2 (Construction), Clause 30
         (Notices), Clause 31 (Calculations and Certificates), Clause 32
         (Partial Invalidity), Clause 33 (Remedies and Waivers), Clause 34
         (Amendments and Waivers), Clause 35 (Counterparts), Clause 36
         (Governing Law), and Clause 37 (Enforcement) of the Senior Secured Debt
         Facility Agreement shall be deemed to be incorporated into and apply to
         this Agreement, mutatis mutandis, with each reference to "this
         Agreement" in the above provisions of the Senior Secured Debt Facility
         Agreement to be constructed as a reference to this Agreement.

2.       The Effective Date


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<PAGE>

         This Agreement shall come into full force and effect on the date of
this Agreement.

3.       Amendments to the Senior Secured Debt Facility Agreement
         With effect from the Effective Date, the Parties agree to amend the
         Senior Secured Debt Facility Agreement as follows:

         (a)      by the addition of the following new definitions to Clause 1.1
                  (Definitions), as follows:

                  '"Amendment No. 1 to the Senior Secured Debt Facility
                  Agreement" means the amendment agreement dated 9 November 2001
                  made between: (1) Hungarotel Tavkozlesi Koncesszios
                  Reszvenytarsasag as Borrower; (2) Raba-COM Tavkozlesi
                  Koncesszios Reszvenytarsasag as Borrower; (3) Papa es Tersege
                  Tavkozlesi Koncesszios Reszvenytarsasag Borrower; (4) KNC
                  Kelet-Nograd COM Tavkozlesi Koncesszios Reszvenytarsasag as
                  Borrower; (5) HTCC Tanacsado Reszvenytarsasag as Guarantor;
                  (6) Hungarian Telephone and Cable Corp. as Guarantor; and (7)
                  Citibank International plc acting in its capacity as Facility
                  Agent.

                  "Fee No. 2 Letter" means the letter dated on or about the date
                  of the Amendment No. 1 to the Senior Secured Debt Facility
                  Agreement from the Facility Agent to the Obligors, setting out
                  the waiver fee, in the amount previously agreed with the
                  Obligors, arising in relation to the execution of the
                  Amendment No. 1 to the Senior Secured Debt Facility Agreement
                  and referred to in Clause 7 (Payment of Fees, Costs and
                  Expenses) of the Amendment No. 1 to the Senior Secured Debt
                  Facility Agreement.

                  "Trigger No. 2 Date" means the first date on which, for the
                  then two (2) preceding financial quarter years of the Group,
                  the ratio, calculated on the basis of the financial statements
                  set out in the relevant 10K Document and/or 10Q Documents in
                  respect of such financial quarter years, of the aggregate
                  amount of all indebtedness (including, for the purpose of
                  these calculations, the amount of twenty five million dollars
                  (USD 25,000,000) being the amount of principal outstanding
                  under the Notes, subject to adjustment in the event of any
                  prepayment of the Notes) of each member of the Group
                  (excluding any indebtedness arising between members of the
                  Group) to EBITDA (calculated, in each case, on the basis of
                  the four (4) previous financial quarter years) was less than
                  three point five to one (3.5:1).

                  "Waiver No. 1 Costs" means the aggregate of all fees, costs
                  and expenses of the Obligors (including without limitation,
                  the amounts payable by the Obligors pursuant to the Fee No. 2
                  Letter and the fees, costs and expenses of external legal
                  counsel of the Finance Parties and of the Obligors), directly
                  related to the matters provided for in the Amendment No. 1 to
                  the Senior Secured Debt Facility Agreement.

                  "Waiver Request No. 1 Letter" means the letter dated 25
                  October 2001 signed for and on behalf of Hungarian Telephone
                  and Cable Corp., pursuant to which the Lenders have, inter
                  alia, been requested to give their consent to the amendment to
                  the Senior Secured Debt Facility Agreement on the basis
                  provided for in this Agreement.

         (b)      by the replacement of the text "...Schedule 10: EBITDA
                  Variance Table..." in the contents pages with "...Schedule 10:
                  [intentionally left blank]...";

         (c)      by the amendment of the definition of "Senior Finance
                  Documents" in Clause 1.1 (Definitions) in the Senior Secured
                  Debt Facility Agreement, as follows:

                                       4
<PAGE>

                  '"Senior Finance Documents" means, at any time, each of this
                  Agreement, as amended pursuant to the Amendment No. 1 to the
                  Senior Secured Debt Facility Agreement, the Amendment No. 1 to
                  the Senior Secured Debt Facility Agreement, each Fee Letter,
                  the Fee No. 2 Letter, each Hedging Document, each Security
                  Agreement, the Subordination and Trust Deed, the Waiver No. 1
                  Request Letter and any other document, notice, instrument or
                  agreement entered into or delivered pursuant to any of the
                  foregoing and any other document, notice, instrument or
                  agreement at such time designated as such in writing jointly
                  by the Facility Agent, the Security Agent and the Obligors,
                  and "Senior Finance Document" means any and each such
                  document, notice, instrument or agreement.';

         (d)      by the amendment of the definition of "Trigger Date" in Clause
                  1.1 (Definitions), by the replacement of the text "three point
                  five to one (3.5:1)..." with ...two point five to one
                  (2.5:1)...";

                  (e)      by the amendment of paragraph (a) of Clause 9.6
                           (Adjustments to Margin), as follows:

                  (i)      by the replacement of the text "...one point six zero
                           per cent. per annum (1.60% p.a.)..." in sub-paragraph
                           (i) with "...one point seven five per cent. per annum
                           (1.75% p.a.)...";

                  (ii)     by the replacement of the text "...one point three
                           five per cent. per annum (1.35% p.a.)..." in
                           sub-paragraph (ii) with "...one point five zero per
                           cent. per annum (1.50% p.a.)..."; and

                  (iii)    by the replacement of the text "...one point one five
                           per cent. per annum (1.15% p.a.)..." in sub-paragraph
                           (iii) with "...one point three zero per cent. per
                           annum (1.30% p.a.)...";

         (f)      by amending paragraph (c) of Clause 20.1 (Financial condition
of the Group), as follows:

                  (i)      by replacing the text "...30 June 2001..." in the
                           first paragraph with "...30 June 2002..."; and

                  (ii)     by adding to the end of the definition of "B" the
                           following text "... Provided that for the purposes of
                           determining the EBITDA for the Group as at 30 June
                           2002 and as at 30 September 2002 only, the effect on
                           the EBITDA of the Group of the Waiver No. 1 Costs are
                           to be excluded...";

         (g)      by the amendment of paragraph (d) of Clause 20.1 (Financial
condition of the Group), as follows:

                  "(d)     the EBITDA of the Group for the preceding four (4)
                           quarter financial years of Hungarian Telephone and
                           Cable Corp. taken in aggregate but excluding the
                           effect on the EBITDA of the Group of the Waiver No. 1
                           Costs, expressed in forint, shall not, as at 31
                           December 2001, be less than the value of seven
                           billion seven hundred and twenty five million forints
                           (HUF 7,725,000,000)."

         (h)      by the replacement of the text "...Trigger Date..." in Clause
                  22.22 (Ownership of Hungarian Telephone and Cable Corp.) and
                  in Clause 22.23 (Technical and Management Support) with
                  "...Trigger No. 2 Date..."; and

                                       5
<PAGE>

         (i)      by the amendment of Schedule 10 (EBITDA Variance Table) as
                  follows:

                  "SCHEDULE 10 [intentionally left blank]".

5.       Cancellation and Possible Reinstatement of Facility B

(a)      The Borrowers jointly hereby unconditionally and irrevocably agree to
         cancel an amount of one million euro (EUR 1,000,000) of Facility B with
         immediate effect and the Facility Agent, acting on the instructions of
         the Majority Lenders, confirms its agreement to such cancellation and
         to:

         (i)      the fifteen (15) Business Days' prior notice; and

         (ii)     the minimum amount of two million five hundred thousand euro
                  (EUR 2,500,000),

         provided for in paragraph (b) of Clause 8.3 (Voluntary cancellation) of
         the Senior Secured Debt Facility Agreement, being reduced accordingly.

(b)      The Borrowers jointly hereby unconditionally and irrevocably agree to
         cancel an amount of four million euro (EUR 4,000,000) of Facility B
         with effect from and including 22 April 2002 and the Facility Agent,
         acting on the instructions of the Majority Lenders, confirms its
         agreement to such cancellation being effective on such date.

(c)      The Parties agree that the Obligors may at any time after 31 May 2002,
         by written notice to the Facility Agent, request that up to five
         million euro (EUR 5,000,000) of Facility B (having been cancelled
         pursuant to paragraphs (a) and (b) of this Clause 5) be reinstated in
         whole or in part (and if in part in integral multiples of one million
         euro (EUR 1,000,000)), with the earliest date on which such requested
         reinstatement is to become effective to be 30 June 2002. Each of the
         Obligors accepts and agrees that each of the Lenders shall have an
         absolute and unrestricted discretion when deciding whether or not to
         agree to such requested reinstatement in respect of such Lender's
         participation in the proposed reinstated amount of Facility B (and on
         the terms and conditions for any such reinstatement), with any such
         decision made by the Lenders and communicated to the Obligors in
         writing by the Facility Agent, to be final Provided that any Lender
         that elects to participate in the proposed reinstatement of Facility B
         may make a reinstated Facility B Commitment in an amount greater than
         the Facility B Commitment it undertook under the terms of the Senior
         Secured Debt Facility Agreement, as set out in Schedule 1 (The Original
         Lenders) of the Senior Secured Debt Facility Agreement, such that those
         Lenders that do elect to reinstate Facility B may make an aggregate
         reinstated Facility B Commitment of up to five million euro (EUR
         5,000,000).

6.       Undertakings of the Obligors

(a)      Each of the Obligors unconditionally and irrevocably agrees and
         undertakes, on the basis of joint and several liability, to procure and
         ensure that on or before 21 November 2001, an amount in euro of five
         million eight hundred and seventy two thousand two hundred and sixty
         three euro (EUR 5,872,263) (comprising three million three hundred and
         sixty five thousand three hundred and eighty five euro (EUR 3,365,385)
         of principal and two million five hundred and six thousand eight
         hundred and seventy eight euro (EUR 2,506,878) of interest) and an
         amount in forint of seven hundred and fifty seven million two hundred
         and ninety eight thousand one hundred and forty six forints (HUF
         757,298,146) (comprising four hundred and twenty million one hundred
         and ninety four thousand two hundred and thirty one forints (HUF
         420,194,231) of principal and three hundred and thirty seven million
         one hundred and three thousand nine hundred and fifteen

                                       6
<PAGE>

         forints (HUF 337,103,915) of interest) which are the euro and forint
         amounts respectively that are due to be paid by the Borrowers to the
         Finance Parties on 31 December 2001 in respect of principal and on 28
         December 2001 in respect of interest, arising pursuant to the Senior
         Secured Debt Facility Agreement, shall be deposited into Escrow
         Account(s) and hereby unconditionally and irrevocably instructs and
         directs the Facility Agent to forward such amount to the relevant
         Finance Parties on 31 December 2001, in accordance with and as provided
         for in the Senior Secured Debt Facility Agreement. Each of the Obligors
         unconditionally and irrevocably agrees and undertakes, on the basis of
         joint and several liability, to procure and ensure that: (A) on no
         later than the date of this Agreement, adequate funds are held by the
         Obligors in bank accounts held with Postabank es Takarekpenztar Rt. to
         fund the deposits provided for above; and (B) irrevocable bank transfer
         instructions are given to Postabank es Takarekpenztar Rt. for the
         transfer of the amounts provided for above to the relevant Escrow
         Accounts.

(b)      Each of the Obligors unconditionally and irrevocably agrees and
         undertakes, on the basis of joint and several liability, to procure and
         ensure that during the period between 1 May 2002 and 12 May 2002
         (inclusive), an amount in euro of four million two hundred and six
         thousand seven hundred and thirty one euro (EUR 4,206,731) and an
         amount in forint of five hundred and twenty five million two hundred
         and forty two thousand seven hundred and eighty nine forints (HUF
         525,242,789) which are the euro and forint amounts respectively that
         are due to be paid by the Borrowers to the Finance Parties on 30 June
         2002 in respect of principal arising pursuant to the Senior Secured
         Debt Facility Agreement, shall be deposited into Escrow Account(s),
         together with the related amounts of interest due to be paid by the
         Borrowers to the Finance Parties on 30 June 2002 and hereby
         unconditionally and irrevocably instructs and directs the Facility
         Agent to forward such principal and interest amounts to the relevant
         Finance Parties on 30 June 2002, in accordance with and as provided for
         in the Senior Secured Debt Facility Agreement.

(c)      Each of the Obligors unconditionally and irrevocably agrees and
         undertakes, on the basis of joint and several liability, to procure and
         ensure that on or before 21 November 2001, an amount in euro of four
         million two hundred and six thousand seven hundred and thirty one euro
         (EUR 4,206,731) and an amount in forint of five hundred and twenty five
         million two hundred and forty two thousand seven hundred and eighty
         nine forints (HUF 525,242,789), being five per cent (5%) of each of the
         Facility A Euro Commitment and of the Facility A HUF Commitment
         respectively on the date of the signing of the Senior Secured Debt
         Facility Agreement, shall be deposited into Escrow Account(s) and
         hereby unconditionally and irrevocably instructs and directs the
         Facility Agent to forward such amount to the relevant Finance Parties
         on 31 December 2001 as being a voluntary prepayment by the Borrowers
         made pursuant to Clause 8.4 (Voluntary prepayment of Facility A Loans)
         of the Senior Secured Debt Facility Agreement

         Provided that it is expressly agreed that, notwithstanding paragraph
         (c) of Clause 8.4 (Voluntary prepayment of Facility A Loans), the
         prepayment to be made by the Obligors pursuant to this paragraph (c)
         shall be applied so as to satisfy the obligations of the Borrowers
         under Clause 7.1 (Repayment of Facility A Loans) of the Senior Secured
         Debt Facility Agreement in inverse order of maturity such that if the
         obligation to make the prepayment pursuant to this paragraph (c) is
         duly discharged then the payment of principal to be made by the
         Obligors pursuant to Clause 7.1 (Repayment of Facility A Loans) of the
         Senior Secured Debt Facility Agreement on 31 December 2007 shall become
         five per cent. (5%) of the Total Facility A Loan outstanding
         immediately following the making of the Facility A Loans, rather than
         the percentage of ten per cent. (10%) which was the original percentage
         provided for in Clause 7.1 (Repayment of Facility A Loans) of the
         Senior Secured Debt Facility Agreement (subject to any future
         adjustment(s) made in respect of any further prepayments made pursuant
         to Clause 8.4 (Voluntary prepayment of Facility A Loans))

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<PAGE>

         Provided Further that it is agreed that the prepayment contemplated by
         this paragraph (c) shall be deemed to discharge the obligations of the
         Obligors to make a mandatory prepayment using fifty per cent. (50%) of
         the Group's Excess Cashflow arising in the 2001 financial year, as
         contemplated by Clause 8.2 (Mandatory prepayment) of the Senior Secured
         Debt Facility Agreement.

         The Facility Agent, acting on the instructions of the Majority Lenders,
         confirms its agreement to the prepayment contemplated by this paragraph
         (c) and to:

         (i)      the twenty (20) Business Days' prior notice; and

         (ii)     to the prepayment by the Obligors being in an amount which is
                  not an integral multiple of one million euro (EUR 1,000,000),

         provided for in paragraph (a) of Clause 8.4 (Voluntary prepayment of
         Facility A Loans) of the Senior Secured Debt Facility Agreement, being
         reduced or amended accordingly.

         Each of the Obligors unconditionally and irrevocably agrees and
         undertakes, on the basis of joint and several liability, to procure and
         ensure that: (A) on no later than the date of this Agreement, adequate
         funds are held by the Obligors in bank accounts held with Postabank es
         Takarekpenztar Rt. to fund the deposits provided for in this paragraph
         (c) above; and (B) irrevocable bank transfer instructions are given to
         Postabank es Takarekpenztar Rt. for the transfer of the amounts
         provided for above to the relevant Escrow Accounts.

(d)      Each of the Obligors unconditionally and irrevocably agrees and
         undertakes, on the basis of joint and several liability, to procure and
         ensure that on 22 April 2002, being the last day of the Interest Period
         in respect of the Facility B Loan currently outstanding, such Facility
         B Loan is repaid in full, together with all accrued interest on that
         Facility B Loan Provided that in agreeing and undertaking to repay such
         Facility B Loan as set out above, the Obligors have done so in reliance
         on paragraph (c) of Clause 5 (Cancellation and Possible Reinstatement
         of Facility B).

(e)      The Parties have agreed that all interest arising on monies deposited
         into the Escrow Accounts shall be for the account of the Obligors and
         shall, in the absence of an Event of Default which is continuing, be
         paid to the Obligors on the same date as the relevant monies are
         forwarded to the relevant Finance Parties.

7.       Payment of Fees, Costs and Expenses
         Each of the Obligors hereby unconditionally and irrevocably agrees and
         undertakes, on the basis of joint and several liability, to procure and
         ensure that payment is made in full to the Facility Agent (in its
         capacity acting for and on behalf of each of the Lenders) (or to such
         person(s) as the Facility Agent shall require) of the waiver fee
         arising from and pursuant to the Fee No. 2 Letter and the fees, costs
         and expenses previously agreed with the Obligors, including without
         limitation those of the external legal counsel to the Finance Parties.

8.       Repeating Representations
         Each Obligor makes the representations and warranties set out in Clause
         18 (Representations) of the Senior Secured Debt Facility Agreement to
         each Finance Party on the date of this Agreement by reference to the
         facts and circumstances existing on the date of this Agreement, other
         than those representations and warranties set out in paragraphs (a) to
         (c) inclusive of Clause 18.10 (No misleading information), in Clause
         18.24 (Corporate chart) and in paragraph (a) of Clause 18.26
         (Subordinated Financial Indebtedness) which shall be made by reference
         to the facts and circumstances existing on the date of the Senior
         Secured Debt Facility Agreement and each

                                       8
<PAGE>

         Obligor acknowledges that the Facility Agent, acting on behalf of each
         of the Finance Parties, has entered into this Agreement in reliance of
         those representations and warranties Provided that there shall be no
         misrepresentation by any Obligor(s) in respect of those matters
         expressly provided for in this Agreement or otherwise notified to the
         Facility Agent prior to the date of this Agreement Provided Further
         that insofar as such representations and warranties relate to the
         Senior Secured Debt Facility Agreement, they shall be deemed to be made
         with reference to the Senior Secured Debt Facility Agreement, as
         amended pursuant to this Agreement.

9.       Continuation of the Senior Secured Debt Facility Agreement
         The Senior Secured Debt Facility Agreement shall continue in full force
         and effect, save as expressly amended or deemed to have been amended by
         this Agreement, and nothing in this Agreement shall constitute a
         failure by any Finance Party to exercise, nor any delay by any Finance
         Party in exercising, any right or remedy under the Senior Secured Debt
         Facility Agreement.


AS WITNESS the hands of the duly authorised representatives of the Parties the
day and year first before written.


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<PAGE>


The Obligors

HUNGAROTEL TAVKOZLESI KONCESSZIOS RESZVENYTARSASAG - as Obligor


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Raba-COM Tavkozlesi Koncesszios Reszvenytarsasag - as Obligor


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Papa es Tersege Koncesszios Reszvenytarsasag - as Obligor


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KNC Kelet-Nograd COM Tavkozlesi Koncesszios Reszvenytarsasag - as Obligor


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HUNGARIAN TELEPHONE AND CABLE CORP. - as Obligor



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HTCC TANACSADO RESZVENYTARSASAG - as Obligor



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The Facility Agent

CITIBANK INTERNATIONAL PLC - as Facility Agent (acting on behalf of each of the
Finance Parties)


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</TEXT>
</DOCUMENT>
