X0202 4/A 2004-09-03 1999-05-31 0 0000889949 HUNGARIAN TELEPHONE & CABLE CORP HTC 0000920602 TDC A/S NOERREGADE 21 0900 COPENHAGEN C DENMARK G7 8000 DENMARK 0 0 1 0 Option (to buy) 2004-09-03 4 P 0 241800 A 2004-11-02 Common Stock 241800 1383544 D Option (to buy) 2004-09-03 4 P 0 1141744 A 2004-11-02 Common Stock 1141744 1383544 D Option (to buy) 2004-09-03 4 P 0 18000 A 2004-11-02 Series A Convertible Preferred Stock 18000 18000 D TDC A/S acquired an option, dated September 3, 2004, to purchase 241,800 shares of Common Stock of Hungarian Telephone and Cable Corp. ("HTCC") from Asset Holder PCC No. 2 Limited re: Ashmore Emerging Market Portfolio ("AEEP") for an aggregate price of U.S.$1.00 (the "AEEP Option"). The exercise of the AEEP Option is contingent on the final closing of the stock purchase agreement, dated September 3, 2004, between AEEP and Citizens Communications Company ("Citizens"), for the purchase of 403,000 shares of Common Stock of HTCC. Following the satisfaction of such contingency, TDC A/S may, at its discretion, exercise the option to purchase the 241,800 shares of Common Stock of HTCC. The exercise price of the option is fixed at US$5.01 to US$5.12 per share depending on the date of exercise. TDC A/S acquired an option, dated September 3, 2004, to purchase 1,141,744 shares of Common Stock of HTCC from EMDCD Limited ("EMDCD") for an aggregate price of U.S.$1.00 (the "EMDCD Option"). The exercise of the EMDCD Option is contingent on the final closing of the stock purchase agreement, dated September 3, 2004, between EMDCD and CU Capital LLC (formerly CU Capital Corp.) ("CU Capital") for the purchase of 1,902,908 shares of Common Stock of HTCC. Following the satisfaction of such contingency, TDC A/S may, at its discretion, exercise the option to purchase the 241,800 shares of Common Stock of HTCC. The exercise price of the option is fixed at US$5.01 to US$5.12 per share depending on the date of exercise. TDC A/S acquired an option, dated September 3, 2004, to purchase 18,000 shares of Series A Convertible Preferred Stock of HTCC from Ashmore Global Special Situations Fund ("GSSF") for an aggregate price of U.S.$1.00 (the "GSSF Option"). The exercise of the GSSF Option is contingent on: (i) the final closing of the stock purchase agreement, dated September 3, 2004, between GSSF and CU Capital, for the purchase of 30,000 shares of Series A Convertible Preferred Stock of HTCC, each share of which is convertible into ten shares of Common Stock of HTCC, and (ii) the exercise in full of AEEP Option and the EMDCD Option. Following the satisfaction of such contingencies, TDC A/S may, at its discretion, exercise the option to purchase the 18,000 shares of Series A Convertible Preferred Stock. The exercise price of the option is fixed at US$55.11 to US$56.32 per share depending on the date of exercise. /s/ Torben V. Holm 2004-09-15