AGREEMENTCredit Facility Agreement • July 28th, 2004 • Valentia Telecommunications • Telephone communications (no radiotelephone)
As Issuer, THE BANK OF NEW YORK As Book-entry Depositary THE BANK OF NEW YORK As Senior Subordinated Note Custodian and THE OWNERS OF BOOK-ENTRY INTERESTS inEuro Senior Subordinated Deposit and Custody Agreement • October 29th, 2003 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
THIS EURO SENIOR SUBORDINATED DEPOSIT AND CUSTODY AGREEMENT (the “Agreement”) is made as of this 7th day of August, 2003 by and among eircom Funding, an unlimited public company incorporated under the laws of the Republic of Ireland, which is a party hereto for the limited purposes referred to herein, The Bank of New York, as the “Book-entry Depositary” (as defined below), The Bank of New York, as the “Senior Subordinated Note Custodian” (as defined below), and owners from time to time of Book-entry Interests.
DATED 25 July 2005 EIRCOM GROUP PLC - and - MORGAN STANLEY & CO. INTERNATIONAL LIMITED - and - MORGAN STANLEY & CO. LIMITED - and - MORGAN STANLEY SECURITIES LIMITED - and - GOODBODY STOCKBROKERS - and - GOODBODY CORPORATE FINANCERights Issue Agreement • June 30th, 2006 • Valentia Telecommunications • Telephone communications (no radiotelephone)
(MSIL, MSSL and MS being collectively and individually referred to as the “Bank” and with such term being used in this Agreement to refer, as the context requires, to one or more of MSIL, MSSL and MS).
as a guarantor, THE BANK OF NEW YORK as Trustee, Registrar, Transfer Agent and Paying Agent, THE BANK OF NEW YORK (LUXEMBOURG) S.A. as Luxembourg Paying Agent and Transfer Agent, THE BANK OF NEW YORK, LONDON as Principal Paying Agent and Transfer...Senior Indenture • October 29th, 2003 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
SENIOR INDENTURE, dated as of August 7, 2003 (this “Indenture” or the “Senior Indenture”), among (i) Valentia Telecommunications, a public unlimited company incorporated under the laws of Ireland as of the date hereof and having its registered office at 25/28 North Wall Quay, Dublin 1, Ireland as of the date hereof (the “Company”), (ii) eircom Limited, a private limited company that is a subsidiary of the Company incorporated under the laws of Ireland as of the date hereof and having its registered office at 114 St Stephen’s Green West, Dublin 2, Ireland as of the date hereof (“eircom”), (iii) The Bank of New York, a New York banking corporation, as Trustee, Registrar, Paying Agent and transfer agent, (iv) The Bank of New York (Luxembourg) S.A. as Paying Agent and transfer agent, (v) The Bank of New York, London as Principal Paying Agent and transfer agent, (vi) AIB/BNY Fund Management (Ireland) Limited, as Paying Agent and transfer agent, and (vii) such additional entities that from t
As Issuer, THE BANK OF NEW YORK As Book-entry Depositary THE BANK OF NEW YORK As Senior Subordinated Note Custodian and THE OWNERS OF BOOK-ENTRY INTERESTS inDollar Senior Subordinated Deposit and Custody Agreement • October 29th, 2003 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
THIS DOLLAR SENIOR SUBORDINATED DEPOSIT AND CUSTODY AGREEMENT (the “Agreement”) is made as of this 7th day of August, 2003 by and among eircom Funding, an unlimited public company incorporated under the laws of the Republic of Ireland, which is a party hereto for the limited purposes referred to herein, The Bank of New York, as the “Book-entry Depositary” (as defined below), The Bank of New York, as the “Senior Subordinated Note Custodian” (as defined below), and owners from time to time of Book-entry Interests.
VALENTIA TELECOMMUNICATIONS As Issuer THE BANK OF NEW YORK As Book-entry Depositary THE BANK OF NEW YORK As Senior Note Custodian and THE OWNERS OF BOOK-ENTRY INTERESTS inEuro Senior Deposit and Custody Agreement • October 29th, 2003 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
THIS EURO SENIOR DEPOSIT AND CUSTODY AGREEMENT (the “Agreement”) is made as of this 7th day of August, 2003 by and among Valentia Telecommunications, an unlimited public company incorporated under the laws of the Republic of Ireland, which is a party hereto for the limited purposes referred to herein, The Bank of New York, as the “Book-entry Depositary” (as defined below), The Bank of New York, as the “Senior Note Custodian” (as defined below), and owners from time to time of Book-entry Interests.
EIRCOM FUNDINGSenior Subordinated Indenture • October 29th, 2003 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
SENIOR SUBORDINATED INDENTURE, dated as of August 7, 2003 (this “Indenture” or the “Senior Subordinated Indenture”), among (i) eircom Funding, a public unlimited company incorporated under the laws of Ireland as of the date hereof and having its registered office at 114 St Stephen’s Green West, Dublin 2, Ireland as of the date hereof (together with its successors and assigns, “eircom Funding”), (ii) Valentia Telecommunications, a public unlimited company incorporated under the laws of Ireland as of the date hereof and having its registered office at 25/28 North Wall Quay, Dublin 1, Ireland as of the date hereof (together with its successors and assigns, the “Company”), (iii) eircom Limited, a private limited company that is a subsidiary of the Company incorporated under the laws of Ireland as of the date hereof and having its registered office at 114 St Stephen’s Green West, Dublin 2, Ireland as of the date hereof (together with its successors and assigns, “eircom”), (iv) Valentia Hold
€550,000,000 7.25% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENT Dated as of August 7, 2003 by and among VALENTIA TELECOMMUNICATIONS,Registration Rights Agreement • October 29th, 2003 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 7, 2003, by and among Valentia Telecommunications, an unlimited public company incorporated under the laws of Ireland (the “Company”), eircom Limited, a limited liability company incorporated under the laws of Ireland (the “Guarantor” and together with the Company, the “Issuers”) and Deutsche Bank AG London, as representative (the “Representative”) of the initial purchasers of Senior Notes set forth in Schedule I to the Purchase Agreement (as defined below) (each such initial purchaser and Representative an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.25% Senior Notes due 2013 in aggregate principal amount of €550,000,000 (the “Initial Notes”) pursuant to the Purchase Agreement.
To: Valentia Telecommunications Deutsche Bank AG London 25/28 North Wall Quay Winchester House Dublin 1 1 Great Winchester Street (in its capacity as Original Borrower London EC2N 2DB and Original Guarantor and as agent for each of the other Obligors...Credit Facility Agreement • June 30th, 2006 • Valentia Telecommunications • Telephone communications (no radiotelephone)
Unless the contrary intention appears, words and expressions defined in or whose definitions are provided for in the Facilities Agreement shall have the same meanings when used in this letter. References in this letter to a Clause refer to a clause of the Facilities Agreement.
SHARE PURCHASE AGREEMENT between EIRCOM LIMITED and EIRCOM GROUP PLC and WESTERN WIRELESS INTERNATIONAL HOLDING CORPORATION and WESTERN WIRELESS CORPORATION Dated as of July 25, 2005Share Purchase Agreement • June 30th, 2006 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
Share Purchase Agreement, dated as of July 25, 2005, between eircom Limited, an Irish company (“Purchaser”), eircom Group plc, an English company (“Purchaser Guarantor”), Western Wireless International Holding Corporation, a Delaware corporation (“Seller”) and Western Wireless Corporation, a Washington corporation (“Seller Guarantor”).
EIRCOM FUNDINGSupplemental Indenture • July 28th, 2004 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
This Supplemental Indenture, dated as of March , 2004 (this “Supplemental Indenture”), among eircom Funding, Valentia Telecommunications (the “Company”), eircom Limited (“eircom”), eircom Group plc (“eircom Group”) and The Bank of New York, as Trustee under the Indenture referred to below.
€285,000,000 8.25% Senior Subordinated Notes due 2013 $250,000,000 8.25% Senior Subordinated Notes due 2013 REGISTRATION RIGHTS AGREEMENT Dated as of August 7, 2003 by and among VALENTIA TELECOMMUNICATIONS,Registration Rights Agreement • October 29th, 2003 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 7, 2003, by and among Valentia Telecommunications, an unlimited public company incorporated under the laws of Ireland (the “Company”), eircom Funding, an unlimited public company incorporated under the laws of Ireland (the “eircom Funding”), eircom Limited, a limited liability company incorporated under the laws of Ireland (“eircom”), Valentia Holdings, a company incorporated under the laws of England (“Holdings,” and together with the Company and eircom, the “Guarantors,” and the Guarantors together with eircom Funding, the “Issuers”), and Deutsche Bank AG London, as representative (the “Representative”) of the initial purchasers of Senior Subordinated Notes set forth in Schedule I to the Purchase Agreement (as defined below) (each such initial purchaser and Representative an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase eircom Funding’s 8
VALENTIA TELECOMMUNICATIONSSupplemental Indenture • July 28th, 2004 • Valentia Telecommunications • Telephone communications (no radiotelephone) • New York
This Supplemental Indenture, dated as of March , 2004 (this “Supplemental Indenture”), among Valentia Telecommunications (the “Company”), eircom Limited (“eircom”) and The Bank of New York, as Trustee under the Indenture referred to below.
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 28th, 2004 • Valentia Telecommunications • Telephone communications (no radiotelephone)
