STOCK PURCHASE AGREEMENT BY AND AMONG TELEFÓNICA MÓVILES, S.A., EACH OF THE ENTITIES LISTED ON SCHEDULE I HERETO, AND BELLSOUTH CORPORATION (for purposes of the Sections and Articles identified in the Preamble only) Dated as of March 5, 2004Stock Purchase Agreement • July 9th, 2004 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT is made as of the 5th day of March, 2004, by and among Telefónica Móviles, S.A., a corporation organized under the laws of the Kingdom of Spain (“Purchaser”), each of the entities listed on Schedule I, each of which is organized under the laws of the jurisdiction set forth opposite its name on Schedule I (each, a “Seller” and collectively, the “Sellers”) and, for purposes of Sections 3.1(e), 6.13(b), 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, 6.25, 6.26, 6.38, 6.40, 8.2 and 8.3 and Articles X, XI and XII only, BellSouth Corporation, a corporation organized under the laws of the State of Georgia (“Seller Parent”). Certain capitalized terms used herein are defined in Article I.
