FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 17th, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York
Telefónica de Argentina S.A., an Argentine corporation (the “Company”), proposes to make offers (the “Exchange Offers”) to exchange (i) for the existing 8.85% Series A Notes due 2004 of Compañía Internacional de Telecomunicaciones S.A. (“Cointel”) (the “Existing Series A Notes”), its U.S. dollar denominated 8.85% Notes due 2011 (the “New 2011 Notes”), plus cash, and (ii) for Cointel’s existing 10 3/8% Series B Notes due 2004 (the “Existing Series B Notes” and together with the Existing Series A Notes, the “Existing Cointel Notes”), its New 2011 Notes or its Argentine peso-denominated Conversion Notes due 2011 (the “Conversion Notes”), plus cash. The Existing Series A Notes and the Existing Series B Notes are together known as the “Old Securities.” The New 2011 Notes and the Conversion Notes registered under the Securities Act of 1933 are together known as the “New Securities”. The terms and conditions of the Exchange Offers as currently contemplated are set forth in a prospectus dated
SECOND COMPLEMENTARY AGREEMENT TO THE MANAGEMENT CONTRACT BETWEEN TELEFÓNICA S.A. Y TELEFÓNICA DE ARGENTINA S.A.Second Complementary Agreement • April 15th, 2004 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone)
This Second Complementary Agreement to the Management Contract (the “Agreement) is signed on July 30th, 2003 between Telefónica S.A. (the “Operator”), a corporation established under the laws of the Kingdom of Spain, domiciled at Gran Vía 28, Madrid, Kingdom of Spain, hereby legally represented by Mr. Joaquín de Fuentes Bardají, and Telefónica de Argentina S.A. (the “Licensee”), a corporation established under the laws of the Republic of Argentina, domiciled at Avenida Ingeniero Huergo 723, ground floor, Buenos Aires, hereby represented by its attorneys, Juan Ignacio López Basavilbaso and Manuel Alfredo Álvarez Trongé, (hereinafter jointly referred to as the “Parties”).
D.F. KING LETTERHEAD]Telefonica of Argentina Inc • June 17th, 2003 • Telephone communications (no radiotelephone)
This Letter Agreement sets forth the terms and conditions pursuant to which Telefónica de Argentina S.A. (the “Company”) has retained D. F. King & Co., Inc. (“King”) in connection with a proposed exchange offer and proxy solicitation described below.
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 21st, 2008 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone)
This amendment (the “Second Amendment”) is made on this 28th day of March, 2008, by and between TELEFONICA DE ARGENTINA S.A., a company organized and existing under the Argentine laws, domiciled at Avenida Ingeniero Huergo 723, P.B., City of Buenos Aires, represented hereat by Mr. Alejandro Pinedo, in his capacity as attorney-in-fact (hereinafter, “TASA”); and TELEFÓNICA DATACORP S.A., Sociedad Unipersonal, a company organized and existing under the laws of the Kingdom of Spain, domiciled at Gran Vía N° 28, Madrid, represented hereat by Mr. Claudio Muñoz Zuñiga, in his capacity as Executive President, sufficiently empowered for this act (hereinafter, “DATACORP” and jointly with TASA, the “Parties”).
English Translation Summary) Share Purchase Agreement between Telefónica de Argentina S.A. (“TASA”) and DATACORP S.A. (“DATACORP”)Share Purchase Agreement • April 5th, 2007 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone)
The date of closing (“Closing Date”) will occur within five days of TASA and DATACORP receiving authorization from the Secretary of Communications.
ACCOUNT AGREEMENT BETWEEN TELEFÓNICA DE ARGENTINA S.A. AND TELFISA GLOBAL B.V.Account Agreement • April 17th, 2009 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone)
TRADEMARK AND DOMAIN NAME LICENSE Between TELEFÓNICA S.A. and TELEFÓNICA DE ARGENTINA, S.A. Madrid, September 30, 2008Telefonica of Argentina Inc • April 17th, 2009 • Telephone communications (no radiotelephone)
In addition, the LICENSEE is interested in using some of the domain names that are, fully or partially, consistent with or related to the terms protected by the above mentioned trademarks.
AGREEMENTAgreement • May 22nd, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • Madrid
TELEFÓNICA INTERNACIONAL, S.A., domiciled in Madrid, Gran Vía 28 and NIF A-78035441 represented hereat by Mr. Isidro Javier Delegado Martínez Identity Document No. 16,790,223-Q and Mr. Arturo Pascual García, Identity Document No. 16,779,507-H, as duly empowered to act hereunder (hereinafter “TISA”);
ContractTelefonica of Argentina Inc • April 5th, 2007 • Telephone communications (no radiotelephone)
FISCAL AGENCY AGREEMENT among TELEFONICA DE ARGENTINA S.A. as Issuer, THE BANK OF NEW YORK, as Fiscal Agent, Co-Registrar, Principal Paying Agent and Transfer Agent, BANCO RIO DE LA PLATA S.A., as Registrar, Argentine Paying Agent and Argentine...Fiscal Agency Agreement • May 22nd, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York
FISCAL AGENCY AGREEMENT, dated as of January 9, 1998, among Telefónica de Argentina S.A. (“Telefónica” or the “Issuer”), a sociedad anónima located in the city of Buenos Aires, Argentina, incorporated under the laws of the Republic of Argentina (“Argentina”), The Bank of New York, a corporation organized under the laws of the State of New York, as fiscal agent (the “Fiscal Agent”, which term includes any successor as Fiscal Agent under this Agreement), co-registrar (the “Co-Registrar”, which term includes any successor as Co-Registrar under this Agreement), principal paying agent (the “Principal Paying Agent”) and transfer agent (a “Transfer Agent”), Banco Río de la Plata S.A., a sociedad anónima incorporated under the laws of Argentina, as registrar (the “Registrar”), Argentine paying agent (the “Argentine Paying Agent”) and Argentine transfer agent (the “Argentine Transfer Agent”), and Banque Internationale à Luxembourg S.A., a bank incorporated and existing incorporated under the la
U.S. $800,000,000 Medium-Term Note Program Notes Due 30 Days to 30 Years from Date of Issue COMPAÑIA INTERNACIONAL DE TELECOMUNICACIONES S.A. as Company, THE BANK OF NEW YORK as Trustee, Co-Registrar, Paying Agent and Transfer Agent and THE BANK OF...Indenture • May 22nd, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York
THIS INDENTURE, dated as of July 31, 1997, between Compañía Internacional de Telecomunicaciones S.A., a sociedad anónima, organized, existing and incorporated under the laws of the Republic of Argentina on October 1, 1990, and formerly known as Compañía de Inversiones en Telecomunicaciones S.A., with a term of duration of 99 years expiring in 2089, and registered with the Public Registry of Commerce on October 4, 1990, under number 7265, Book 108, Volume A of Sociedades Anónimas, having its legal domicile at Tucumán 1, 18th. floor, (1049) Buenos Aires, Argentina and its principal executive offices at Tucumán l, 19th. floor, (1049) Buenos Aires, Argentina (the “Company” or “Cointel”), The Bank of New York, a New York banking corporation, as trustee, co-registrar, paying agent and transfer agent (the “Trustee” and “Co-Registrar” and a “Paying Agent” and a “Transfer Agent”) and The Bank of New York S.A., as registrar, paying agent and transfer agent (the “Registrar” and a “Paying Agent” a
FORM OF SUPPLEMENTAL INDENTURESupplemental Indenture • June 17th, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE, dated as of , 2003 (the “Supplemental Indenture”) between COMPAÑÍA INTERNACIONAL DE TELECOMMUNICACIONES S.A., a sociedad anónima duly organized and existing under the laws of Argentina (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation incorporated and existing under the laws of the State of New York, as Trustee (the “Trustee”). All capitalized terms used herein but not defined herein shall have the meanings given in the Indenture, unless otherwise indicated.
TELEFÓNICA DE ARGENTINA S.A., Company, and THE BANK OF NEW YORK, Trustee, Co- Registrar and Principal Paying Agent, BANCO RÍO DE LA PLATA S.A., Registrar and Argentine Paying Agent, and THE BANK OF NEW YORK (LUXEMBOURG) S.A., Luxembourg Paying and...Indenture • April 15th, 2004 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York
THIS INDENTURE, dated as of August 7, 2003 between Telefónica de Argentina S.A., a sociedad anónima organized, existing and incorporated in the City of Buenos Aires (“Buenos Aires”), Argentina under the laws of the Republic of Argentina on April 23, 1990, with a term of duration expiring on July 31, 2089, and registered with the Public Registry of Commerce on July 13, 1990 under number 4535, Book 108 of Volume “A” of corporations, having its principal executive offices at Avenida Ingeniero Huergo 723, (C1107AOH) Buenos Aires, Argentina (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”), Co-Registrar (the “Co-Registrar”) and Principal Paying Agent (the “Principal Paying Agent”), Banco Río de la Plata S.A., a corporation duly organized and existing under the laws of the Republic of Argentina, as Registrar (the “Registrar”) and Argentine Paying Agent (the “Argentine Paying Agent”) and The Bank of New York (Luxembourg) S.A., a corporation
TRANSACTIONAL AGREEMENTTransactional Agreement • April 15th, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone)
In the City of Buenos Aires, on March 21 of the year 2003, by and between IBM ARGENTINA S.A. (hereinafter referred to as “IBM”), a corporation duly organized pursuant to the laws of the Argentine Republic, domiciled at Ing. Enrique Butty 275, 21st floor, City of Buenos Aires, for the first part; and TELEFÓNICA DE ARGENTINA S.A. (hereinafter referred to as “TASA”) domiciled at Tucumán 1, 18th floor, City of Buenos Aires, TELEFÓNICA COMUNICACIONES PERSONALES S.A. (hereinafter referred to as “TCP”), domiciled at Corrientes 655, 3rd floor, City of Buenos Aires, TELEFÓNICA DATA ARGENTINA S.A. (before named Advance Telecomunicaciones S.A. and hereinafter referred to as “T-DATA”, also representing Telecomunicaciones y Sistemas S.A.) domiciled at Tucumán 1, 8th floor, City of Buenos Aires, and TELINVER S.A. (hereinafter referred to as “TELINVER”), domiciled at Alicia Moreau de Justo 500, City of Buenos Aires, for the second part, all of them hereinafter jointly referred to as TELEFÓNICA and in
SUPPLEMENTAL INDENTURESupplemental Indenture • April 15th, 2004 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE, dated as of August 7th, 2003 (the “Supplemental Indenture”) between TELEFONICA DE ARGENTINA S.A., a sociedad anónima duly organized and existing under the laws of Argentina (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as BANKERS TRUST COMPANY, national banking association incorporated and existing under the laws of the United States of America, as Trustee (the “Trustee”). All capitalized terms used herein but not defined herein shall have the meanings given in the Indenture (as defined below), unless otherwise indicated.
TELEFÓNICA DE ARGENTINA S.A., Company, and THE BANK OF NEW YORK, Trustee, Co- Registrar and Principal Paying Agent, BANCO RÍO DE LA PLATA S.A., Registrar and Argentine Paying Agent, and THE BANK OF NEW YORK (LUXEMBOURG) S.A., Luxembourg Paying and...Telefonica of Argentina Inc • June 17th, 2003 • Telephone communications (no radiotelephone) • New York
THIS INDENTURE, dated as of , 2003 between Telefónica de Argentina S.A., a sociedad anónima organized, existing and incorporated in the City of Buenos Aires (“Buenos Aires”), Argentina under the laws of the Republic of Argentina on April 23, 1990, with a term of duration expiring on July 31, 2089, and registered with the Public Registry of Commerce on July 13, 1990 under number 4535, Book 108 of Volume “A” of corporations, having its principal executive offices at Avenida Ingeniero Huergo 723, (C1107 AOH) Buenos Aires, Argentina (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”), Co-Registrar (the “Co-Registrar”) and Principal Paying Agent (the “Principal Paying Agent”), Banco Río de la Plata S.A., a corporation duly organized and existing under the laws of Argentina, as Registrar (the “Registrar”) and Argentine Paying Agent (the “Argentine Paying Agent”) and The Bank of New York (Luxembourg) S.A., a corporation duly organized under th
D.F. KING LETTERHEAD]Telefonica of Argentina Inc • June 17th, 2003 • Telephone communications (no radiotelephone)
This Letter Agreement sets forth the terms and conditions pursuant to which Telefónica de Argentina S.A. (the “Company”) has retained D. F. King & Co., Inc. (“King”) in connection with a proposed exchange offer and proxy solicitation described below. The Company is also soliciting proxies from the holders of the Cointel Notes with respect to certain proposed amendments to the indenture pursuant to which the Cointel Notes were issued. The proxy solicitation is herein referred to as the “Proxy Solicitation.”
