OLIMPIA S.P.A. ANDTelecom Italia S P A • September 19th, 2005 • Communications services, nec
Exhibit 2 AGREEMENT BETWEEN PARTNERS -------------------------- Between PIRELLI S.p.A. (joint-stock company, based in Milan, viale Sarca 222, having 1,042,775,333.08 Euros in stock capital, inscribed in the Milan Registry of Businesses, fiscal code...Agreement • August 9th, 2001 • Telecom Italia S P A • Communications services, nec
Automatic Exercise : Applicable Party A's Telephone Number and Telex and/or Mediobanca Banca di Credito Finanziario S.p.A. Facsimile Number and Contact Details for Purpose Piazzetta Cuccia, 1 of Giving Notice Milano Attention : R. Reali - S. Angelini...Letter Agreement • January 9th, 2006 • Telecom Italia S P A • Communications services, nec
Exhibit 10 ACT OF AMENDMENT TO THE SHAREHOLDERS' AGREEMENT ----------------------------------------------- Between PIRELLI S.P.A, with headquarters in Milan, Viale Sarca 222, company capital 1,042,775,333.08 Euros, recorded with the Registry of...Shareholders' Agreement • September 21st, 2001 • Telecom Italia S P A • Communications services, nec
EXHIBIT 5 EURO 1,000,000,000 CREDIT AGREEMENTAgreement • August 31st, 2001 • Telecom Italia S P A • Communications services, nec
TERM SHEET ----------Telecom Italia S P A • January 9th, 2003 • Communications services, nec
CONTRACTTelecom Italia S P A • April 3rd, 2003 • Communications services, nec
On June 28, 2005 Between: OLIMPIA S.P.A. (the Constituent) andTelecom Italia S P A • September 19th, 2005 • Communications services, nec
CONTENTSFacility Agreement • November 8th, 2001 • Telecom Italia S P A • Communications services, nec • England and Wales
AGREEMENTAgreement • February 14th, 2005 • Telecom Italia S P A • Communications services, nec
JOINT FILING AGREEMENTJoint Filing Agreement • August 31st, 2001 • Telecom Italia S P A • Communications services, nec
This will confirm the agreement by and among the undersigned that the Amendment No. 1 to the Statement on Schedule 13D filed on August 9, 2001 and any future amendments to such Statement on Schedule 13D with respect to beneficial ownership by the undersigned of shares of the ordinary shares, euro 0.55 par value per share, of Telecom Italia S.p.A. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
On December 22, 2005 Between OLIMPIA S.p.A. (the Pledgor) and INTERBANCA S.P.A. e BANCA ANTONIANA POPOLARE VENETA S.P.A. (the Guaranteed Creditors) and INTERBANCA S.P.A. (the Depository)Telecom Italia S P A • February 2nd, 2006 • Communications services, nec
Exhibit 27 TERM SHEET Parties Pirelli S.p.A. ("Pirelli"), Edizione Holding S.p.A. ("Edizione"), IntesaBCI S.p.A. ("IntesaBCI"), Unicredito Italiano S.p.A. ("Unicredito Italiano") (jointly, the "Present Olimpia Shareholders"), Olimpia S.p.A....Term Sheet • January 17th, 2003 • Telecom Italia S P A • Communications services, nec
PREMISESShare Sale and Purchase • February 25th, 2005 • Telecom Italia S P A • Communications services, nec
OLIMPIA S.P.A.Telecom Italia S P A • February 14th, 2005 • Communications services, nec
LOAN CONTRACT BETWEENLoan Contract • October 9th, 2001 • Telecom Italia S P A • Communications services, nec
AMENDED AND RESTATED GUARANTYGuaranty • October 27th, 2014 • Telecom Italia S P A • Communications services, nec • 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).
TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME As Issuer AND TELECOM ITALIA S.p.A. As Guarantor TO JPMORGAN CHASE BANK As TrusteeFirst Supplemental Indenture • December 29th, 2008 • Telecom Italia S P A • Communications services, nec • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 6, 2004, is entered into among TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME, a company with limited liability incorporated under the laws of the Grand-Duchy of Luxembourg in the form of a société anonyme (the “Issuer”), having its principal office at 287-289 Route d’Arlon, L-1150 Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B-77.970, TELECOM ITALIA S.p.A., a joint stock company established under the laws of the Republic of Italy (the “Guarantor”), having its registered office at Piazza degli Affari 2, 20123 Milan, Italy, and JPMorgan Chase Bank, a company duly organized and existing under the laws of the State of New York, as Trustee hereunder (the “Trustee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 30th, 2014 • Telecom Italia S P A • Communications services, nec • 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).
TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME As Issuer AND TELECOM ITALIA S.p.A. As Guarantor TO THE BANK OF NEW YORK As Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of June 4, 2008 TO THE INDENTURE AMONG TELECOM ITALIA CAPITAL, AS ISSUER, TELECOM ITALIA...Fourth Supplemental Indenture • December 29th, 2008 • Telecom Italia S P A • Communications services, nec • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of June 4, 2008, is entered into among TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME, a company with limited liability incorporated under the laws of the Grand-Duchy of Luxembourg in the form of a société anonyme (the “Issuer”), having its principal office at 12, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Register of Commerce and Companies (Registre de Commerce et des sociétés) in Luxembourg under number B-77.970, TELECOM ITALIA S.p.A., a joint stock company established under the laws of the Republic of Italy (the “Guarantor”), having its registered office at Piazza degli Affari 2, 20123 Milan, Italy, and The Bank of New York, a New York Banking Corporation, as Trustee hereunder (the “Trustee”).
AMENDED AND RESTATED AMENDMENT NO. 3 TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 27th, 2014 • Telecom Italia S P A • Communications services, nec
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:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 27th, 2014 • Telecom Italia S P A • Communications services, nec • 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”).
TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME As Issuer AND TELECOM ITALIA S.p.A. As Guarantor TO JPMORGAN CHASE BANK, N.A. As Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of July 18, 2006 TO THE INDENTURE AMONG TELECOM ITALIA CAPITAL, AS ISSUER, TELECOM...Third Supplemental Indenture • December 29th, 2008 • Telecom Italia S P A • Communications services, nec • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 18, 2006, is entered into among TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME, a company with limited liability incorporated under the laws of the Grand-Duchy of Luxembourg in the form of a société anonyme (the “Issuer”), having its principal office at 12, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Register of Commerce and Companies (Registre de Commerce et des sociétés) in Luxembourg under number B-77.970, TELECOM ITALIA S.p.A., a joint stock company established under the laws of the Republic of Italy (the “Guarantor”), having its registered office at Piazza degli Affari 2, 20123 Milan, Italy, and JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States of America (as successor to JPMorgan Chase Bank), as Trustee hereunder (the “Trustee”).
TELECOM ITALIA S.P.A., as Guarantor TELECOM ITALIA CAPITAL, as Issuer $1,250,000,000 4.000% Guaranteed Senior Notes due 2010 $1,250,000,000 4.950% Guaranteed Senior Notes due 2014 $1,000,000,000 6.000% Guaranteed Senior Notes due 2034 REGISTRATION...Registration Rights Agreement • June 17th, 2005 • Telecom Italia S P A • Communications services, nec • New York
If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.
FORM OF UNDERWRITING AGREEMENT Telecom Italia Capital Telecom Italia S.p.A. Debt Securities Underwriting AgreementUnderwriting Agreement • December 29th, 2008 • Telecom Italia S P A • Communications services, nec • New York
To the Representatives of the several Underwriters named from time to time in Schedule I to the applicable Pricing Agreement as hereinafter described
ContractTelecom Italia S P A • October 27th, 2014 • Communications services, nec
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 PAYMENTStock Purchase Agreement • October 27th, 2014 • Telecom Italia S P A • Communications services, nec
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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 5th, 2005 • Telecom Italia S P A • Communications services, nec • New York
This Stock Purchase Agreement is entered into as of April 3, 2005, between (i) TIM International, N.V., a company organized and existing under the laws of The Netherlands, with registered offices at Strawinskylaan 1629, 1077 XX Amsterdam (“Seller”), and (ii) A.C.V. FINANCE Consulting Services, Buying and Selling of Real Property, Agencies, Holdings Société Anonyme (to be renamed Troy GAC Telecommunications Société Anonyme), a company organized and existing under the laws of Greece, with registered offices at 2, Ag. Theodoron Square and Evripidou Street, GR-105 61 Athens, Greece (“Buyer”). Seller and Buyer are hereinafter collectively and severally referred to as the “Parties” and the “Party”.
DRAG RIGHTS LETTER AGREEMENTDrag Rights • October 27th, 2014 • Telecom Italia S P A • Communications services, nec
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
PURCHASER RELEASEPurchaser Release • October 27th, 2014 • Telecom Italia S P A • Communications services, nec • 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).
LONDON, October 3, 2001 LOAN CONTRACTTelecom Italia S P A • October 9th, 2001 • Communications services, nec
CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP Dated 20 September 2002 Olivetti Finance N.V. Olivetti S.p.A. And Lehman Brothers International (Europe)Subscription Agreement • January 21st, 2003 • Telecom Italia S P A • Communications services, nec
SUBSCRIPTION AGREEMENT relating to EUR 385,020,000 principal amount of Zero Coupon Guaranteed Bonds due 2004 exchangeable into ordinary shares of Telecom Italia S.p.A.
EXHIBIT 36 SECOND ACT OF AMENDMENT OF THE SHAREHOLDERS' AGREEMENT ------------------------------------------------------ Between PIRELLI S.P.A., with headquarters in Milan, viale Sarca 222, Euro capital of 1,043,203,199.48, recorded with the Registry...Shareholders' Agreement • February 21st, 2002 • Telecom Italia S P A • Communications services, nec
JPMorgan Chase Bank, N.A. 125 London Wall London EC2Y 5AJ England 29 December 2005 PIRELLI FINANCE LUXEMBOURG (SA) 13, Boulevard Du Prince Henri L-1724 Luxembourg Attention: Mr Bernard Huppert Fax: 0044 2073550725 Reference: 11617259 THIS CONFIRMATION...Telecom Italia S P A • January 9th, 2006 • Communications services, nec
DEED OF ADHERENCETelecom Italia S P A • November 14th, 2013 • Communications services, nec
We make reference to the Amended and Restated Shareholders’ Agreement (the “Shareholders’ Agreement”), dated August 5, 2010, as amended further on October 13, 2010, on March 9, 2011 and on November 13, 2013, 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”), concerning their respective participation in Sofora Telecomunicaciones S.A. (“Sofora”) and to the willingness of Fintech Telecom, LLC to become a party of the Shareholders’ Agreement pursuant to terms and conditions of this deed of adherence (the “Deed of Adherence”).
