France Telecom / Sample Contracts

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ARTICLE ONE DEFINITIONS
Registration Rights Agreement • August 25th, 1999 • France Telecom / • Telephone communications (no radiotelephone) • New York
and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • March 26th, 2008 • France Telecom / • Telephone communications (no radiotelephone) • New York
ARTICLE 1. DEFINITIONS -----------
Confidentiality Agreement • January 10th, 2000 • France Telecom / • Telephone communications (no radiotelephone) • New York
EXECUTION VERSION (CONFORMED COPY) NTL Incorporated PURCHASE AGREEMENT ------------------
Purchase Agreement • August 25th, 1999 • France Telecom / • Telephone communications (no radiotelephone) • New York
ORANGE (a French société anonyme) $[•] [•]% Notes due 20[•] PURCHASE AGREEMENT
Purchase Agreement • December 7th, 2023 • Orange • Telephone communications (no radiotelephone) • New York

Orange, a French société anonyme (the "Company"), confirms its agreement with [•] and [•], and each of the other underwriters named in Schedule A hereto. (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof)[for whom [•] and [•][is][are] acting as representative[s] (in such capacity the "Representative[s]")], with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $[•] aggregate principal amount of the Company’s [•]% Notes due 20[•] (the "Securities"). The Securities are to be issued pursuant to an indenture to be dated as of [•], (the "Indenture") between the Company and [The Bank of New York Mellon], as trustee (the "Trustee"). The term "Indenture," as used herein, includes the Officer’s Certificate (as defined in the Indenture) or any supplemental indenture establishing th

FRANCE TELECOM S.A.
Joint Filing Agreement • January 31st, 2000 • France Telecom / • Telephone communications (no radiotelephone)

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 together shall constitute one and the same instrument.

EXHIBIT 13 JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree (the "Agreement") to the joint filing on behalf of each of them of a...
Joint Filing Agreement and Power of Attorney • November 2nd, 2004 • France Telecom / • Telephone communications (no radiotelephone)

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree (the "Agreement") to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the ordinary shares, nominal value (euro)0.01 per share, and convertible preference shares, nominal value (euro)0.01 per share, of Equant N.V., a corporation (naamloze vennootschap) organized under the laws of The Netherlands, and that this Agreement be included as an Exhibit to such filing.

OPTION AGREEMENT
Put and Call Option Agreement • February 4th, 2002 • France Telecom / • Telephone communications (no radiotelephone) • New York
Contract
Global Security Agreement • February 6th, 2014 • Orange • Telephone communications (no radiotelephone)

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.

AMONG FRANCE TELECOM,
Offering Process Agreement • February 21st, 2001 • France Telecom / • Telephone communications (no radiotelephone) • New York
France Telecom
Deposit Agreement • March 21st, 2008 • France Telecom / • Telephone communications (no radiotelephone)
EXECUTION VERSION (CONFORMED COPY) INVESTMENT AGREEMENT
Investment Agreement • August 25th, 1999 • France Telecom / • Telephone communications (no radiotelephone) • New York
Contract
Indenture • November 3rd, 2016 • Orange • Telephone communications (no radiotelephone)

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.

JONES DAY
Notes Purchase Agreement • September 13th, 2010 • France Telecom / • Telephone communications (no radiotelephone)

We have acted as special French counsel for France Telecom, a French société anonyme (the “Company”), in connection with the issuance and sale of $750,000,000 aggregate principal amount of 2.125% Notes due 2015 of the Company (the “Notes”), pursuant to the Purchase Agreement, dated September 7, 2010 (the “Purchase Agreement”), entered into by and among the Company and Banc of America Securities LLC, Citigroup Global Markets, Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. Inc. (collectively, the “Underwriters”). The Notes will be issued pursuant to an indenture dated as of July 7, 2009 as amended and supplemented by the first supplemental indenture dated September 7, 2010 (together, the “Indenture”), both by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

Contract
Global Security Agreement • September 15th, 2011 • France Telecom / • Telephone communications (no radiotelephone)

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.

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COMBINATION AGREEMENT BY AND BETWEEN FRANCE TELECOM S.A. AND EQUANT N.V. Dated as of February 9, 2005
Combination Agreement • February 10th, 2005 • France Telecom / • Telephone communications (no radiotelephone)

This COMBINATION AGREEMENT is dated as of February 9, 2005 (the “Agreement”) by and between FRANCE TELECOM S.A., a French société anonyme (the “Purchaser”), and EQUANT N.V., a company organized under the laws of The Netherlands (the “Company”, together with the Purchaser, the “Parties” and each, a “Party”).

November 3, 2016
Purchase Agreement • November 3rd, 2016 • Orange • Telephone communications (no radiotelephone)

We are acting as special United States counsel for Orange, a French société anonyme (the “Company”), in connection with the issuance and sale of the Notes, pursuant to the Purchase Agreement, dated October 25, 2016 (the “Purchase Agreement”), entered into by and among the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and MUFG Securities Americas Inc. (collectively, the “Underwriters”). The Notes are being issued pursuant to the indenture dated as of November 3, 2016 (the “Indenture”), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

November 3, 2016
Purchase Agreement • November 3rd, 2016 • Orange • Telephone communications (no radiotelephone)

We are acting as special French counsel for Orange, a French société anonyme (the “Company”), in connection with the issuance and sale of the Notes, pursuant to the Purchase Agreement, dated October 25, 2016 (the “Purchase Agreement”) entered into by and among the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and MUFG Securities Americas Inc. (collectively, the “Underwriters”). The Notes are being issued pursuant to an indenture dated as of November 3, 2016, by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

JONES DAY
Purchase Agreement • January 12th, 2012 • France Telecom / • Telephone communications (no radiotelephone)

We have acted as special French counsel for France Telecom, a French société anonyme (the “Company”), in connection with the issuance and sale of the Notes, pursuant to the Purchase Agreement, dated January 9, 2012 (the “Purchase Agreement”) entered into by and among the Company and BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (collectively, the “Underwriters”). The Notes will be issued pursuant to an Indenture to be dated as of January 13, 2012, by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

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
First Supplemental Indenture • September 7th, 2010 • France Telecom / • Telephone communications (no radiotelephone) • New York

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”);

JONES DAY
Note Purchase Agreement • September 13th, 2010 • France Telecom / • Telephone communications (no radiotelephone)

We have acted as special United States counsel for France Telecom, a French société anonyme (the “Company”), in connection with the issuance and sale of $750,000,000 aggregate principal amount of 2.125% Notes due 2015 of the Company (the “Notes”), pursuant to the Purchase Agreement, dated September 7, 2010 (the “Purchase Agreement”), entered into by and among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and Morgan Stanley & Co. Incorporated (collectively, the “Underwriters”). The Notes will be issued pursuant to the indenture dated as of July 7, 2009, as amended and supplemented by the first supplemental indenture dated September 7, 2010 (together, the “Indenture”), both by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

JONES DAY
Purchase Agreement • January 12th, 2012 • France Telecom / • Telephone communications (no radiotelephone)

We have acted as special United States counsel for France Telecom, a French société anonyme (the “Company”), in connection with the issuance and sale of the Notes, pursuant to the Purchase Agreement, dated January 9, 2012 (the “Purchase Agreement”), entered into by and among the Company and BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC (collectively, the “Underwriters”). The Notes will be issued pursuant to an indenture to be dated as of January 13, 2012 (the “Indenture”), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN • 75001 PARIS TELEPHONE: (0)1.56.59.39.39 • FACSIMILE: (0)1.56.59.39.38 • TOQUE J 001
Special Counsel Agreement • February 6th, 2014 • Orange • Telephone communications (no radiotelephone)

We are acting as special French counsel for Orange, a French société anonyme (the “Company”), in connection with the issuance and sale of the Notes, pursuant to the Purchase Agreement, dated January 30, 2014 (the “Purchase Agreement”) entered into by and among the Company and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc. and RBS Securities Inc. (collectively, the “Underwriters”). The Notes are being issued pursuant to an indenture dated as of January 13, 2012, as supplemented and amended by a first supplemental indenture dated as of January 30, 2014, both by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

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