PRELIMINARY MERGER AGREEMENT entered into between TELECOM ARGENTINA S.A. (as Surviving Company) and CABLEVISION S.A. (as Merged Company) June 30, 2017Preliminary Merger Agreement • July 3rd, 2017 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • Buenos Aires
AMENDED AND RESTATED GUARANTYGuaranty • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED GUARANTY (the “Guaranty”), dated as of October 24, 2014 by Fintech Investments Ltd., a limited liability company duly organized and existing under the laws of the British Virgin Islands (the “Guarantor”), in favor of Telecom Italia S.p.A., a company duly organized and existing under the laws of Italy with its registered office at Piazza degli Affari, 2, Milan, Italy (“TI”), and Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Strawinskylaan 1627, 1077XX Amsterdam (“TII” and together with TI, the “Sellers”), and is acknowledged by the Purchaser (as defined below). Capitalized terms used herein and not defined shall have the meanings given to them in the SPA (as defined below).
SPLIT-OFF AGREEMENTSplit-Off Agreement • April 16th, 2019 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
This SPLIT-OFF AGREEMENT (this “Agreement”) is made as of April 16, 2019, by and among FINTECH ADVISORY INC., a Delaware corporation (the “Splitting Company”), FINTECH ADVISORY ESCINDIDA INC., a Delaware corporation (the “Split-Off Company”), and the sole shareholder of the Splitting Company, DAVID MANUEL MARTINEZ (the “Sole Shareholder”, and together with the Splitting Company and the Split-Off Company, the “Parties”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2014 by and between Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Strawinskylaan 1627, 1077XX Amsterdam (the “Company”), and Fintech Telecom, LLC, a limited liability company duly organized and existing under the laws of Delaware (the “Purchaser”).
AMENDED AND RESTATED DEED OF ADHERENCEDeed of Adherence • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone)
We make reference to (i) the Amended and Restated Shareholders’ Agreement (the “Shareholders’ Agreement”), dated August 5, 2010, as amended further on October 13, 2010, on March 9, 2011, on November 13, 2013 and on October 24, 2014, entered into by and among Telecom Italia S.p.A. (“TI”), Telecom Italia International N.V. (“TII”), W de Argentina – Inversiones S.L. (“Los W”), Los W S.A. (“Los W Guarantor Company”) and Gerardo Werthein, Daniel Werthein, Dario Werthein and Adrian Werthein (collectively “Los W Controlling Shareholders,” together with Los W and Los W Guarantor Company, the “Los W Parties”), concerning their respective participation in Sofora Telecomunicaciones S.A. (“Sofora”), (ii) the Deed of Adherence (the “Deed of Adherence”), dated as of November 13, 2013, among the Los W Controlling Shareholders, Fintech Telecom, LLC, TI and TII, (iii) the Amended and Restated Stock Purchase Agreement, dated October 24, 2014, among the Fintech Telecom, LLC, TI and TII, pursuant to which
CALL OPTION AGREEMENTCall Option Agreement • July 10th, 2017 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
WHEREAS, FT is the direct controlling shareholder of Sofora Telecomunicaciones S.A., (“Sofora”), Sofora is the controlling shareholder of Nortel Inversora S.A. (“Nortel”), Nortel is the controlling shareholder of Telecom Argentina S.A. (“TEO”) and TEO is the controlling shareholder of Telecom Personal S.A. (“Personal”);
ContractAmendment and Restatement of Drag Waiver: Binding Offer • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone)
To: Telecom Italia S.p.A. Piazza degli Afari, 2 Milan Italy Telecom Italia International N.V. Strawinskylaan 1627 1077XX Amsterdam CC: Fintech Telecom, LLC 375 Park Avenue 38th Floor, New York, New York USA
AMENDED AND RESTATED TRANSITION SERVICES AVAILABILITY PAYMENTTransition Services Availability Payment • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone)
Service Agreement(s), if but only if the Purchaser remains jointly and severally liable to TI for the timely payment of the Transition Services Availability Payment and (y) the Purchaser shall promptly pay to TI any amount not timely paid by TEO and/or the relevant TEO Companies in US Dollars outside of Argentina in accordance herewith. The obligations of the Purchaser hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Purchaser hereunder is rescinded or reclaimed from TI upon the insolvency, bankruptcy, liquidation or reorganization of TEO or any of the TEO Companies or Purchaser or otherwise, all as though such payment had not been made.
PURCHASER RELEASEPurchaser Release • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
PURCHASER RELEASE (this “Release”), dated as of October 24, 2014, is entered into by and among Fintech Telecom, LLC, a limited liability company duly authorized under the laws of Delaware (the “Purchaser”), Telecom Italia S.p.A., a company duly organized and existing under the laws of Italy with its registered office at Piazza degli Affari, 2, Milan, Italy (“TI”) and Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Atrium 3111, Strawinskylaan 1627, 1077XX Amsterdam (“TII” and together with TI, the “Sellers”). Capitalized terms used herein and not defined shall have the meanings given to them in the SPA (as defined below).
SHAREHOLDERS AGREEMENTShareholders Agreement • July 10th, 2017 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED MASTER FINANCING AGREEMENTMaster Financing Agreement • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED MASTER FINANCING AGREEMENT dated as of March 16, 2016 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between Fintech Advisory, Inc. (“FAI”) and Fintech Investments Ltd. (“Finance Provider”).
Joint Filing AgreementJoint Filing Agreement • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class B shares, P$1.00 par value per share, of Telecom Argentina S.A., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the joint filing, unless such person knows or has reason to believe that such information is inaccurate. In evidence thereof, the undersigned hereby execute this Agreement.
AMENDMENT NO. 4 TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 20th, 2017 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 4 (the “Fourth Amendment”) TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT IS ENTERED INTO ON MARCH 17, 2017, BY AND AMONG:
OFFER OF AMENDMENT TO SHARE AMORTIZATION AGREEMENTShare Amortization Agreement • May 4th, 2017 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
Reference is made to the Share Amortization Agreement entered into on March 17, 2017, by W de Argentina — Inversiones S.A. (formerly W de Argentina — Inversiones S.L.), a company duly organized and existing under the laws of the Kingdom of Spain with its registered office at Calle Emilio Calzadilla no. 5, 3° Piso, Santa Cruz de Tenerife, Spain (the “Minority Shareholder” or “Offeror”), Fintech Telecom, LLC, a company duly organized and existing under the laws of Delaware (the “Controlling Shareholder”), and Sofora Telecomunicaciones S.A., a company duly organized and existing under the laws of the Republic of Argentina (the “Company,” and together with the Controlling Shareholder, the “Offerees”), pursuant to which the Company agreed to amortize all of the shares of capital stock issued by the Company that are owned by the Minority Shareholder (the “Amortization”), as described therein (as amended prior to the date hereof the “Share Amortization Agreement”). Capitalized terms used but
VOTING TRUST AGREEMENTVoting Trust Agreement • April 16th, 2019 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
THIS VOTING TRUST AGREEMENT (this “Voting Trust Agreement”) is made and entered into as of April 15, 2019 by and among Cablevisión Holding S.A., a company organized and existing under the laws of Argentina (“CVH”), VLG S.A.U., a company organized and existing under the laws of Argentina (formerly VLG Argentina, LLC) (“VLG”, and together with CVH, the “CVH Parties”), Fintech Telecom LLC, a limited liability company organized and existing under the laws of the State of Delaware (“FT”), Fintech Advisory, Inc., a corporation organized and existing under the laws of the State of Delaware, USA (“Fintech Advisory”, and together with FT, the “Fintech Parties”), Mr. Héctor Horacio Magnetto (the “CVH Co-Trustee”), Mr. José Antonio Aranda (“JAA”), Mr. Lucio Rafael Pagliaro (“LRP”, together with JAA, the “Alternate CVH Co-Trustees”) and Mr. David Manuel Martínez Guzmán (the “FT Co-Trustee”, each of the CVH Co-Trustee and the FT Co-Trustee a “Trustee”, collectively the “Trustees”), and together wit
DRAG RIGHTS LETTER AGREEMENTDrag Rights Agreement • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone)
We make reference to: (i) the Amended and Restated Shareholders’ Agreement, dated August 5, 2010 (as amended from time to time, the “Shareholders’ Agreement”), entered into by and among Telecom Italia S.p.A. (“TI”), Telecom Italia International N.V. (“TII”, together with TI, the “Sellers”), W de Argentina – Inversiones S.L. (“Los W”), Los W S.A. (“Los W Guarantor Company”) and Gerardo Werthein, Daniel Werthein, Dario Werthein and Adrian Werthein (collectively “Los W Controlling Shareholders,” together with Los W and Los W Guarantor Company, the “Los W Parties”), concerning their respective participation in Sofora Telecomunicaciones S.A. (“Sofora”); (ii) the Amended and Restated Deed of Adherence, dated as of the date hereof (the “Deed of Adherence”), among the Los W Controlling Shareholders, Fintech Telecom, LLC (the “Purchaser”), the Sellers; and (iii) the Amended and Restated Stock Purchase Agreement, dated as of the date hereof (the “Amended SPA”) among the Purchaser, the Sellers an
Fintech Advisory, Inc. (“FAI”)Tender Offer Commitment Letter • August 22nd, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone)
OFFER OF AMENDMENT TO SHARE AMORTIZATION AGREEMENTShare Amortization Agreement • May 4th, 2017 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
Reference is made to the Share Amortization Agreement entered into on March 17, 2017 by W de Argentina — Inversiones S.A. (formerly W de Argentina — Inversiones S.L.), a company duly organized and existing under the laws of the Kingdom of Spain with its registered office at Calle Emilio Calzadilla no. 5, 3° Piso, Santa Cruz de Tenerife, Spain (the “Minority Shareholder” or “Offeror”), Fintech Telecom, LLC, a company duly organized and existing under the laws of Delaware (the “Controlling Shareholder”), and Sofora Telecomunicaciones S.A., a company duly organized and existing under the laws of the Republic of Argentina (the “Company,” and together with the Controlling Shareholder, the “Offerees”), pursuant to which the Company agreed to amortize all of the shares of capital stock issued by the Company that are owned by the Minority Shareholder (the “Amortization”), as described therein (the “Share Amortization Agreement”). Capitalized terms used but not defined herein shall have the mea
OFFER OF SHARE AMORTIZATION AGREEMENTShare Amortization Agreement • March 20th, 2017 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
W de Argentina — Inversiones S.A. (formerly W de Argentina — Inversiones S.L.), a company duly organized and existing under the laws of the Kingdom of Spain with its registered office at Calle Emilio Calzadilla no. 5, 3° Piso, Santa Cruz de Tenerife, Spain (the “Minority Shareholder” or “Offeror”), further to our previous discussions, hereby irrevocably offer to Fintech Telecom, LLC, a company duly organized and existing under the laws of Delaware (the “Controlling Shareholder”), and to Sofora Telecomunicaciones S.A., a company duly organized and existing under the laws of the Republic of Argentina (the “Company,” and together with the Controlling Shareholder, the “Offerees”) to enter into a share amortization agreement in the form attached hereto as Annex I (the “Share Amortization Agreement”), pursuant to which the Company agrees to amortize all of the shares of capital stock issued by the Company that are owned by the Minority Shareholder (the “Amortization”), as described therein (
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone) • New York
PLEDGE AND SECURITY AGREEMENT (as the same may be amended, modified or supplemented from time to time hereto, this “Agreement”) dated October 29, 2014 by and among Fintech Telecom, LLC, a limited liability company duly organized and existing under the laws of Delaware (the “Pledgor”), and Telecom Italia S.p.A., a company duly organized and existing under the laws of Italy with its registered office at Piazza degli Affari, 2, Milan, Italy (“TI”) and Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Strawinskylaan 1627, 1077XX Amsterdam (“TII” and together with TI, the “Sellers”). Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the SPA (as defined below).
AMENDED AND RESTATED AMENDMENT NO. 3 TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 18th, 2016 • Fintech Telecom, LLC • Telephone communications (no radiotelephone)
THIS AMENDED AND RESTATED AMENDMENT NO. 3 (the “Third Amendment”) TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT IS ENTERED INTO ON OCTOBER 24, 2014, BY AND AMONG:
