exv4w4






Exhibit 4.4




To:     THE ROYAL BANK OF SCOTLAND PLC as Agent




From: BANK OF CHINA LIMITED, LONDON BRANCH




___ March 2011




Vodafone Group Plc —US$4,015,000,000 Revolving Credit Agreement

dated 9 March 2011 (the “Credit Agreement”)



Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as
in the Credit Agreement.



We refer to Clause 2.8 (Additional Lenders).



We, Bank of China Limited, London Branch agree to become party to and to be bound by the terms of
the Credit Agreement as an Additional Lender in accordance with Clause 2.8 (Additional Lenders)
with effect on and from ____ March 2011.



Our Revolving Credit Commitment is US$155,000,000.



We confirm to each Finance Party that we:





	(a)	 	have made our own independent investigation and assessment of the financial condition and
affairs of each Obligor and its related entities in connection with its participation in the
Credit Agreement and have not relied exclusively on any information provided to us by a
Finance Party in connection with any Finance Document; and
	 
	(b)	 	will continue to make our own independent appraisal of the creditworthiness of each Obligor
and its related entities while any amount is or may be outstanding under the Credit Agreement
or any Commitment is in force.




The Facility Office and address for notices of the Additional Lender for the purposes of Clause
33.2 (Addresses for notices) is:



Bank of China Limited, London Branch

1 Lothbury, London, EC2R 7DB



This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by English law.



This letter may be executed in any number of counterparts, and this has the same effect as if the
signatures on the counterparts were on a single copy of this letter.



BANK OF CHINA LIMITED, LONDON BRANCH



By:



THE ROYAL BANK OF SCOTLAND PLC



By:



VODAFONE GROUP PLC



By:







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	To:	 	The Finance Parties named in the Credit Agreement (as defined below);

Vodafone Group Plc




Dear Sirs,



We refer to the US$4,015,000,000 Revolving Credit Agreement dated 9 March 2011 (the “Credit
Agreement”) between, among others, Vodafone Group Plc and The Royal Bank of Scotland plc (as
Agent).



This is a confidentiality undertaking referred to in clause 28 (Disclosure of Information) of the
Credit Agreement. A term defined in the Credit Agreement has the same meaning in this undertaking.



We are considering entering into contractual relations with the Finance Parties named in the Credit
Agreement and understand that it is a condition of our receiving information about Vodafone Group
Plc and its related companies and any Finance Document and/or any information under or in
connection with any Finance Document that we execute this undertaking.





	1.	 	Confidentiality Undertaking






	 	 	We undertake (a) to keep the Confidential Information confidential and not to disclose it to
anyone except as provided for by paragraph 2 below and to ensure that the Confidential
Information is protected with security measures and a degree of care that would apply to our
own confidential information, (b) to use the Confidential Information only for the Permitted
Purpose, (c) to use all reasonable endeavours to ensure that any person to whom we pass any
Confidential Information (unless disclosed under paragraph 2(b) below) acknowledges and
complies with the provisions of this letter as if that person were also a party to it and
(d) not to make enquiries of any member of the Group or any of their officers, directors,
employees or professional advisers relating directly or indirectly to the Facilities, other
than directly to the Group Treasurer of Vodafone.






	2.	 	Permitted Disclosure






	 	 	You agree that we may disclose Confidential Information:






	 	(a)	 	to members of the Purchaser Group and their officers, directors, employees and
professional advisers to the extent necessary for the Permitted Purpose and to any
auditors of members of the Purchaser Group;
	 
	 	(b)	 	where requested or required by any court of competent jurisdiction or any
competent judicial, governmental, supervisory or regulatory body, (ii) where required
by the rules of any stock exchange on which the shares or other securities of any
member of the Purchaser Group are listed or (iii) where required by the laws or
regulations of any country with jurisdiction over the affairs of any member of the
Purchaser Group.






	3.	 	Notification of Required or Unauthorised Disclosure






	 	 	We agree (to the extent permitted by law) to inform you of the full circumstances of any
disclosure under paragraph 2(b) above or upon becoming aware that Confidential Information
has been disclosed in breach of this letter.




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	4.	 	Return of Copies






	 	 	If you so request in writing, we shall return all Confidential Information supplied by you
to us and destroy or permanently erase all copies of Confidential Information made by us and
use all reasonable endeavours to ensure that anyone to whom we have supplied any
Confidential Information destroys or permanently erases such Confidential Information and
any copies made by them, in each case save to the extent that we or the recipients are
required to retain any such Confidential Information by any applicable law, rule or
regulation or by any competent judicial, governmental, supervisory or regulatory body or in
accordance with internal policy, or where the Confidential Information has been disclosed
under paragraph 2(b) above.






	5.	 	Continuing Obligations






	 	 	The obligations in this letter are continuing and, in particular, shall survive the
termination of any discussions or negotiations between you and us. Notwithstanding the
previous sentence, the obligations in this letter shall cease (a) if we become a party to
the Facilities or (b) twelve months after we have returned all Confidential Information
supplied to us by you and destroyed or permanently erased all copies of Confidential
Information made by us (other than any such Confidential Information or copies which have
been disclosed under paragraph 2 above (other than paragraph 2(a)) or which, pursuant to
paragraph 4 above, are not required to be returned or destroyed provided that any such
Confidential Information retained in accordance with paragraph 4 above shall remain
confidential, subject to paragraph 2, for the period during which it is retained).






	6.	 	Consequences of Breach, etc.






	 	 	We acknowledge and agree that you or members of the Group (each a Relevant Person) may be
irreparably harmed by the breach of the terms hereof and damages may not be an adequate
remedy; each Relevant Person may be granted an injunction or specific performance for any
threatened or actual breach of the provisions of this letter by any member of the Purchaser
Group.






	7.	 	No Waiver; Amendments, etc.






	 	 	This letter sets out the full extent of our obligations of confidentiality owed to you in
relation to the information the subject of this letter. No failure or delay in exercising
any right, power or privilege hereunder will operate as a waiver thereof nor will any single
or partial exercise of any right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privileges hereunder. The terms of this letter
and our obligations hereunder may only be amended or modified by written agreement between
us.






	8.	 	Inside Information






	 	 	We acknowledge that some or all of the Confidential Information is or may be price-sensitive
information and that the use of such information may be regulated or prohibited by
applicable legislation relating to insider dealing and we undertake not to use any
Confidential Information for any unlawful purpose.






	9.	 	Nature of Undertakings






	 	 	The undertakings given by us under this letter are given to you and (without implying any
fiduciary obligations on your part) are also given for the benefit of each other member of
the Group.




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	10.	 	Governing Law and Jurisdiction
	 
	 	 	This letter and any non-contractual obligations arising out of or in connection with it
shall be governed by and construed in accordance with the laws of England and the parties
submit to the non-exclusive jurisdiction of the English courts.
	 
	11.	 	Third Party Rights
	 
	(a)	 	Subject to paragraphs 6 and 9 above the terms of this letter may be enforced and relied upon
only by you and us and the operation of the Contracts (Rights of Third Parties) Act 1999 is
excluded.
	 
	(b)	 	Notwithstanding any provisions of this letter, the parties of this letter do not require the
consent of any Relevant Person to rescind or vary this letter at any time.
	 
	12.	 	Definitions
	 
	 	 	In this letter:
	 
	 	 	Confidential Information means any information relating to Vodafone, the Group and/or the
Facilities provided to us by you or any of your Affiliates or advisers, in whatever form,
and includes information given orally and any document, electronic file or any other way of
representing or recording information which contains or is derived or copied from such
information but excludes information that (a) is or becomes public knowledge other than as a
direct or indirect result of any breach of this letter or (b) is known by us before the date
the information is disclosed to us by you or any of your affiliates or advisers or is
lawfully obtained by us thereafter, other than from a source which is connected with the
Group and which, in either case, as far as we are aware, has not been obtained in violation
of, and is not otherwise subject to, any obligation of confidentiality;
	 
	 	 	“Permitted Purpose” means considering and evaluating whether to enter into the Facilities;
and
	 
	 	 	“Purchaser Group” means us, each of our holding companies and subsidiaries and each
subsidiary of each of our holding companies (as each such term is defined in the Companies
Act 1985).





Yours faithfully




For and on behalf of

Bank of China Limited, London Branch




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