LOAN CONTRACT BETWEENLoan Agreement • October 9th, 2001 • 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 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...Partnership Agreement • August 9th, 2001 • 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.
CONTRACTContract • April 3rd, 2003 • Telecom Italia S P A • Communications services, nec
CONTENTSFacility Agreement • November 8th, 2001 • Telecom Italia S P A • Communications services, nec • England and Wales
EXHIBIT 5 EURO 1,000,000,000 CREDIT AGREEMENTCredit Agreement • August 31st, 2001 • Telecom Italia S P A • Communications services, nec
PREMISESShare Sale and Purchase Agreement • February 25th, 2005 • Telecom Italia S P A • Communications services, nec
AGREEMENTRevolving Credit Facility • February 14th, 2005 • Telecom Italia S P A • Communications services, nec
EXECUTED CONTRACT BETWEEN OLIMPIA, OLIMPIA'S SHAREHOLDERS AND HOPAMerger Agreement • February 26th, 2003 • Telecom Italia S P A • Communications services, nec
Milan, 21 February 2003 - Olimpia Spa, its shareholders (Pirelli Spa, Edizione Holding Spa / Edizione Finance International Sa, Banca Intesa Spa, Unicredito Italiano Spa) and Hopa Spa, executed today the definitive contract reflecting the agreement reached on December 19, 2002.
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
OLIMPIA S.P.A. ANDFinancing Contract • September 19th, 2005 • 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...Share Option Transaction • January 9th, 2006 • 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).
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
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”).
Exhibit 40 OLIMPIA SPA - EXPLANATORY NOTE REGARDING THE ENLARGEMENT OF THE SHAREHOLDING STRUCTURE OLIMPIA, the partners in Olimpia (Pirelli S.p.A., Edizione Holding S.p.A., Unicredito S.p.A., Intesa BCI S.p.A.) and Hopa S.p.A. (HOPA) have signed an...Shareholder Agreement • January 9th, 2003 • Telecom Italia S P A • Communications services, nec
To: OLIMPIA SPA Viale Sarca 222 20126 MILAN Financing of 250,000,000= EUROS (two hundred fifty million Euros) Issuing bank: Banca di Roma S.p.A. (hereinafter "Bank") in favor of OLIMPIA SPA (hereinafter "Company") We are pleased to communicate that...Financing Agreement • November 28th, 2001 • Telecom Italia S P A • Communications services, nec
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)Deed of Pledge for Dematerialized Shares • February 2nd, 2006 • Telecom Italia S P A • Communications services, nec
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”).
On June 28, 2005 Between: OLIMPIA S.P.A. (the Constituent) andDocument of Pledge on Dematerialized Shares • September 19th, 2005 • Telecom Italia S P A • Communications services, nec
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”).
AMENDED AND RESTATED DEED OF ADHERENCEDeed of Adherence • October 27th, 2014 • Telecom Italia S P A • Communications services, nec
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
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.
andInstrument Between Partners • September 21st, 2001 • Telecom Italia S P A • Communications services, nec
and : [Party B] Edizione Holding SpA Calmaggiore, 23 31100 TREVISOZero Cost Collar Option Transaction • January 24th, 2006 • Telecom Italia S P A • Communications services, nec
ContractAmendment and Restatement of Drag Waiver: Binding Offer • October 27th, 2014 • Telecom Italia S P A • 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 PAYMENTTransition Services Availability Payment • 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”.
Exhibit 29 ---------- Letter agreement ---------------- UniCredit Banca Mobiliare SpA (UBM) and Olimpia Spa (Client) (together: the Parties) agree that the definitions of Number of Shares and Initial Price in the Share Swap transaction (see Annex)...Share Swap Agreement • November 28th, 2001 • Telecom Italia S P A • Communications services, nec
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).
OLIMPIA S.P.A.Pledge Document for Dematerialized Shares • February 14th, 2005 • Telecom Italia S P A • Communications services, nec
NOTICE AGREEMENT BETWEEN PIRELLI&C. S.P.A., UNICREDITO ITALIANO S.P.A. AND BANCA INTESA S.P.A. Notice issued in compliance and for purposes of article 122 D. Lgs February 24 1998 n. 58 of regulation adopted by Consob resolution n.11971 of May 14 1999...Agreement Between Pirelli&c. s.p.a., Unicredito Italiano s.p.a. And Banca Intesa s.p.A. • June 8th, 2004 • Telecom Italia S P A • Communications services, nec
Notice issued in compliance and for purposes of article 122 D. Lgs February 24 1998 n. 58 of regulation adopted by Consob resolution n.11971 of May 14 1999 (as amended)
