France Telecom / Sample Contracts

Orange – Orange, Issuer and The Bank of New York Mellon, Trustee Indenture Dated as of [ ] DEBT SECURITIES Orange Debt Securities Cross Reference Sheet1 This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310 - 318(a), inclusive, of the Trust Indenture Act of 1939, as amended. (December 12th, 2017)
Orange – Orange, Issuer and The Bank of New York Mellon, Trustee Indenture Dated as of November 3, 2016 DEBT SECURITIES Orange Debt Securities Cross Reference Sheet1 This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310 - 318(a), inclusive, of the Trust Indenture Act of 1939, as amended. (November 3rd, 2016)

Indenture, dated as of November 3, 2016 between Orange, a société anonyme duly organized and existing under the laws of France (the “Company”), and The Bank of New York Mellon, a New York banking corporation (herein called the “Trustee”).

Orange – Contract (November 3rd, 2016)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

Orange – Orange Employee Share Offering Orange Ambition (March 10th, 2016)
Orange – Orange Debt Securities Cross Reference Sheet1 This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310 - 318(a), inclusive, of the Trust Indenture Act of 1939, as amended. (December 8th, 2014)

Indenture, dated as of [ ] between Orange, a société anonyme duly organized and existing under the laws of France (the “Company”), and The Bank of New York Mellon, a New York banking corporation (herein called the “Trustee”).

Orange – ORANGE (F/K/A FRANCE TELECOM) AS ISSUER FIRST SUPPLEMENTAL INDENTURE DATED AS OF JANUARY , 2014 SUPPLEMENTING AND AMENDING THE INDENTURE DATED AS OF JANUARY 13, 2012 BETWEEN ORANGE (F/K/A FRANCE TELECOM) AND THE BANK OF NEW YORK MELLON, AS TRUSTEE THE BANK OF NEW YORK MELLON AS TRUSTEE (January 30th, 2014)

FIRST SUPPLEMENTAL INDENTURE dated as of January , 2014 (this “Supplemental Indenture”), between Orange (f/k/a France Telecom), a société anonyme duly organized and existing under the laws of France (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

France Telecom / – France Telecom, Issuer and The Bank of New York Mellon, Trustee Indenture Dated as of January 13, 2012 DEBT SECURITIES (January 13th, 2012)

Indenture, dated as of January 13, 2012 between France Telecom, a société anonyme duly organized and existing under the laws of France (the “Company”), and The Bank of New York Mellon, a New York banking corporation (herein called the “Trustee”).

France Telecom / – France Telecom, Issuer and The Bank of New York Mellon, Trustee Indenture Dated as of 20 DEBT SECURITIES (December 12th, 2011)

Indenture, dated as of 20 between France Telecom, a société anonyme duly organized and existing under the laws of France (the “Company”), and The Bank of New York Mellon, a New York banking corporation (herein called the “Trustee”).

France Telecom / – Contract (September 15th, 2011)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

France Telecom / – France Telecom Officer’s Certificate (September 17th, 2010)

The undersigned hereby certifies, for the purposes of Section 2.01(d) of the indenture dated as of July 7, 2009, by and between France Telecom (the “Company”), a société anonyme organized and existing under the laws of France, and The Bank of New York Mellon, as trustee (the “Trustee”) as supplemented and amended by the first supplemental indenture dated September 7, 2010 (as so supplemented and amended, the “Indenture”) that:

France Telecom / – FRANCE TELECOM As Issuer FIRST SUPPLEMENTAL INDENTURE Dated________, 2010 Supplementing and amending the Indenture dated as of July 7, 2009 by and between France Telecom and The Bank of New York Mellon, as Trustee THE BANK OF NEW YORK MELLON As Trustee (September 7th, 2010)

The Company and the Trustee are parties to an indenture dated as of July 7, 2009, (the “Indenture”), which governs the terms of the Company’s unsecured debentures, notes, and other evidences of indebtedness, issued or to be issued by the Company in one or more series from time to time (the “Securities”);

France Telecom / – France Telecom, Issuer and The Bank of New York Mellon, Trustee Indenture Dated as of 20 DEBT SECURITIES (December 8th, 2008)

Indenture, dated as of , 20 between France Telecom, a société anonyme duly organized and existing under the laws of France (the “Company”), and The Bank of New York Mellon, a New York banking corporation (herein called the “Trustee”).

France Telecom / – EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING OF JANUARY 26, 2006. (June 25th, 2007)

On January 26th in the year two thousand and six, at 10:00 a.m., the Board of Directors of the société anonyme France Telecom met at the registered office of the company in the 15th Arrondissement of Paris at 6, place d’Alleray upon notice duly given by the Chairman dated January 20th, 2006.

France Telecom / – FRANCE TELECOM (May 22nd, 2006)

On January 26th in the year two thousand and six, at 10:00 a.m., the Board of Directors of the société anonyme France Telecom met at the registered office of the company in the 15th Arrondissement of Paris at 6, place d’Alleray upon notice duly given by the Chairman dated January 20th, 2006.

France Telecom / – FRANCE TELECOM Société anonyme with a capital of 9,869,333,704 euros Registered Office: 6, place d’Alleray, 75015 Paris RCS 380 129 866 PARIS (May 17th, 2005)

On March 7th in the year two thousand and five, at 5:30 pm, the Board of Directors of the société anonyme France Telecom met at the registered office of the company in the 15th Arrondissement of Paris at 6, place d’Alleray upon notice duly given by the Chairman dated March 2nd, 2005.

France Telecom / – NTL NON-BINDING TERM SHEET FOR PLAN OF REORGANIZATION (April 26th, 2002)

This non-binding term sheet describes certain of the principal terms and conditions of the proposed restructuring of the outstanding indebtedness, preferred stock and common stock of NTL Incorporated (“NTL”), NTL (Delaware), Inc. (“Delaware”), NTL Communications Corp. (“NCC”), and Diamond Cable Communications Limited (“Diamond Cable”), pursuant to a plan of reorganization (the “Plan”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The holders of the outstanding notes of NTL, Delaware, NCC and Diamond Cable (the “Companies”) described herein (the “Notes”), and the preferred stock of NTL described herein (the “Preferred Stock”), shall be referred to in this non-binding term sheet as the “Claimants”. With respect to Diamond Cable, a scheme of arrangement in the United Kingdom under Section 425 of the UK Companies Act 1985 may be utilized. It is not the intent to include any direct or indirect foreign subsidiaries (“Non-Filing Subsidiaries”) (other than Dia

France Telecom / – OPTION AGREEMENT (February 4th, 2002)

WAIVER AND THIRD AMENDMENT TO PUT AND CALL OPTION AGREEMENT This WAIVER AND THIRD AMENDMENT TO PUT AND CALL OPTION AGREEMENT (this "Waiver and Amendment"), dated as of December 21, 2001, is made among BNP Paribas (formerly Banque Nationale de Paris), Credit Agricole Indosuez (acting individually and as Bank Representative), Deutsche Bank AG (acting through its Paris branch), Westdeutsche Landesbank Girozentrale (acting through its Paris branch) (each, a "Bank" and together, the "Banks") and France Telecom ("France Telecom"). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed in the Option Agreement referred to below. WITNESSETH WHEREAS, the Banks, the Bank Representative and France Telecom are parties to a Put and Call Option Agreement dated February 17, 2000, which was amended by the parties pursuant to a First Amendment

France Telecom / – REGISTRATION RIGHTS AGREEMENT (July 11th, 2000)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of this 30th day of May, 2000, between NTL Incorporated, a Delaware corporation, f/k/a NTL Holdings Incorporated (the "Company"), and France Telecom S.A., a societe anonyme organized under the laws of France (the "Purchaser"). WHEREAS, the Purchaser and NTL (Delaware), Inc., a Delaware corporation, f/k/a NTL Incorporated ("NTL Delaware") are parties to an Investment Agreement, dated as of July 26, 1999, as amended (the "Investment Agreement") wherein the Purchaser agreed to purchase from NTL Delaware 27,027,027 shares of NTL Delaware common stock, par value $0.01 per share (the "NTL Delaware Common Shares"), and 2,000,000 shares of NTL Delaware 5% Cumulative Participating Convertible Preferred Stock, Series B, par value $0.01 per share, having an aggregate liquidation preference of $2,000,000,000 (the "NTL Delaware Preferred Shares");

France Telecom / – REGISTRATION RIGHTS AGREEMENT (June 9th, 2000)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of this 30th day of May, 2000, between NTL Incorporated, a Delaware corporation, f/k/a NTL Holdings Incorporated (the "Company"), and France Telecom S.A., a societe anonyme organized under the laws of France (the "Purchaser"). WHEREAS, the Purchaser and NTL (Delaware), Inc., a Delaware corporation, f/k/a NTL Incorporated ("NTL Delaware") are parties to an Investment Agreement, dated as of July 26, 1999, as amended (the "Investment Agreement") wherein the Purchaser agreed to purchase from NTL Delaware 27,027,027 shares of NTL Delaware common stock, par value $0.01 per share (the "NTL Delaware Common Shares"), and 2,000,000 shares of NTL Delaware 5% Cumulative Participating Convertible Preferred Stock, Series B, par value $0.01 per share, having an aggregate liquidation preference of $2,000,000,000 (the "NTL Delaware Preferred Shares");

France Telecom / – PURCHASE AGREEMENT (February 22nd, 2000)

NTL Incorporated PURCHASE AGREEMENT --------------------------- February 17, 2000 Banque Nationale de Paris 16, Boulevard des Italiens 75009 Paris France Credit Agricole Indosuez 9 Quai du President Paul Doumer 92400 Courbevoie France Deutsche Bank AG Paris Branch 3, Avenue de Friedland 75008 Paris France Westdeutsche Landesbank Girozentrale Paris Branch 15, Avenue de Friedland 75008 Paris France France Telecom 6, Place d'Alleray 75505 Paris Cedex 15 France Ladies and Gentlemen: NTL Incorporated, a Delaware corporation ("NTL"), proposes, subject to the terms and conditions set forth herein (including Attachment I and Exhibits A, B, C, D, E and F hereto), to issue and sell to Banque Nationale de Paris, Credit Agricole Indosuez, Deutsche Bank A.G., Westdeutsche Landesbank Girozentrale and France Telecom (each, a

France Telecom / – JOINT FILING AGREEMENT (January 31st, 2000)

JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated August 25, 1999, as amended and supplemented by Amendment No. 1 on October 26, 1999, and by Amendment No. 2 on January 31, 1999 (the "Schedule 13D"), with respect to the Common Stock, par value $0.01 per share, of NTL Incorporated, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Regulation 13D under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken togethe

France Telecom / – PURCHASE AGREEMENT, made as of the 1st day of November, 1999 (January 31st, 2000)

PURCHASE AGREEMENT, made as of the 1st day of November, 1999 BETWEEN AND AMONG (1) Robert M. Kavner ("Kavner") and Arnold Glimcher ("Glimcher"), each of whom is a shareholder of NTL Incorporated (Kavner and Glimcher are collectively referred to herein as the "Sellers"); (2) DCI Capital Partners, a California general partnership ("DCI"); and (3) Compagnie Generale des Communications (COGECOM) S.A. ("Cogecom"), a company registered in France and having its registered office at 6 Place d'Alleray, 75505 Paris Cedex 15, France, and a wholly owned subsidiary of France Telecom S.A. (the Sellers, DCI and Cogecom are hereinafter referred to as the "Parties"). WHEREAS In reply to a Private Sale Notice (as defined in Section 2.7 of the registration rights agreement, dated March 8, 1999, by and among the Company, DCI, and the other parties thereto (the "Registration

France Telecom / – PURCHASE AGREEMENT, made as of the 23rd day of October, 1999 (October 26th, 1999)

PURCHASE AGREEMENT, made as of the 23rd day of October, 1999 BETWEEN (1) The Shareholders of NTL Incorporated (the "Sellers"), listed in Annex I hereto; and (2) Compagnie Generale des Communications (COGECOM) S.A. ("Cogecom"), a company registered in France and having its registered office at 6 Place d'Alleray, 75505 Paris Cedex 15, France, and a wholly owned subsidiary of France Telecom S.A. (the Sellers and Cogecom are hereafter referred to as the "Parties"). WHEREAS The Sellers desire to sell to Cogecom and Cogecom, subject to the terms and conditions set out in this Agreement, desires to purchase from the Sellers, an aggregate of 3,300,000 shares of Common Stock, par value $0.01 per share (the "Sale Shares"), of NTL Incorporated (the "Company"), a Delaware corporation having its principal executive office at 110 East 59th Street, New York, N

France Telecom / – REGISTRATION RIGHTS AGREEMENT (August 25th, 1999)

Execution Copy REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of this 13th day of August, 1999, between NTL Incorporated, a Delaware corporation (the "Company"), and France Telecom S.A., a societe anonyme organized under the laws of France (the "Purchaser"). WHEREAS, the Purchaser intends to purchase (a) 750,000 shares of 5% Cumulative Participating Convertible Preferred Stock, Series A, par value, $.0l per share (the "Preferred Stock") of the Company, and (b) 2,702,703 shares of Common Stock, par value $.0l of the Company (the "Common Stock"), each pursuant to the terms and conditions of a Purchase Agreement dated as of July 15, 1999 between the Company and the Purchaser (the "Purchase Agreement"); WHEREAS, each share of Preferred Stock is initially convertible into eight shares of Common Stock; and

France Telecom / – INVESTMENT AGREEMENT (August 25th, 1999)

EXECUTION VERSION (CONFORMED COPY) ================================================================================ ------------------------------------------------- INVESTMENT AGREEMENT ------------------------------------------------- Between NTL INCORPORATED and FRANCE TELECOM, S.A. Dated July 26, 1999 ================================================================================ TABLE OF CONTENTS Section Page ARTICLE I DEFIN

France Telecom / – PURCHASE AGREEMENT (August 25th, 1999)

EXECUTION VERSION (CONFORMED COPY) NTL Incorporated PURCHASE AGREEMENT ------------------ July 15, 1999 France Telecom, S.A. 6 Place d'Alleray 75505 Paris Cedex 15 France Ladies and Gentlemen: NTL Incorporated, a Delaware corporation ("NTL"), proposes, subject to the terms and conditions set forth herein (including the Schedules, Attachments and Exhibits hereto), to issue and sell to France Telecom, S.A. (the "Purchaser"), 2,702,703 shares (the "Common Shares") of NTL's common stock, par value $0.01 per share (the "Common Stock") and 750,000 shares (the "Preferred Shares") of 5% Convertible Preferred Stock having an aggregate liquidation preference of $750,000,000 (the "Preferred Stock") an