SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • June 10th, 2004 • SBC Communications Inc • Telephone communications (no radiotelephone)
SCHEDULES Schedule 1.3(A): Seller’s parent’s press releases prior to launch of ABO Schedule 1.3(B): Buyer’s press release prior to launch of ABO Schedule 2.2: ABO Agreement(*) Schedule 3(iv): Form of Confirmation from Banks Schedule 5: Instruction to the Settlement Bank Schedule 6.1.1: Legal Opinion (Seller) Schedule 6.1.2: Legal Opinion (Buyer) Schedule 7.1(A): Stock exchange announcements (Buyer) Schedule 7.1(B): Major shareholder announcement (Seller) Schedule 7.2: Seller’s Schedule 13D filing(**)
Ameritech Corporation 225 West Randolph Street Chicago, Illinois 60606 United States Ameritech Luxembourg S.à r.l. 15, rue de la Chapelle L-1325 Luxembourg Ladies and Gentlemen:Offering Agreement • June 10th, 2004 • SBC Communications Inc • Telephone communications (no radiotelephone) • New York
Ameritech Luxembourg S.à r.l., a limited liability company organized under the laws of the Grand Duchy of Luxembourg (the “Seller”), proposes, subject to the terms and conditions stated herein, to sell ordinary shares, par value DKK 5 per ordinary share (the “Shares”), of TDC A/S, a company organized under the laws of the Kingdom of Denmark (the “Company”), to the investors procured by Citigroup Global Markets Limited, Goldman Sachs International, ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (each trading as ABN AMRO Rothschild), Deutsche Bank AG London, and J.P. Morgan Securities Ltd. (the “Managers”) or, failing which, to the Managers. Subject to sub-Section 2(a) of this Agreement, an aggregate of 51,351,981 Shares (the “Securities”) are to be sold hereunder outside the United States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in the United States in reliance on Rule 144A (“Rule 144A”) under the Sec
