DEED OF ADHERENCE
EXHIBIT 8
DEED OF ADHERENCE
To:
TELECOM ITALIA S.p.A .
TELECOM ITALIA INTERNATIONAL N.V.
W de Argentina - Inversiones S.L.
LOS W S.A.
Xxxxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Dear Sirs,
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 Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx (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”).
All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Shareholders’ Agreement.
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1.
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Adherence and Undertakings
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1.1 Fintech Telecom, LLC, a limited liability company organized and existing in accordance with the laws of Delaware, with its head office at 000 Xxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 (“Adhering Party”) hereby irrevocably and unconditionally adheres to the Shareholders’ Agreement (a copy of which has been delivered to Adhering Party and which Adhering Party has reviewed and executed and attached hereto as Annex 1 for identification) as a party thereto, hereby irrevocably and unconditionally agreeing to be directly bound by any and all terms and conditions of the Shareholders’ Agreement, including its Exhibits and appendixes.
1.2 The Adhering Party hereby agrees that, by executing this Deed of Adherence, it shall be deemed to have been a Party (as defined in the Shareholders’ Agreement) to the Shareholders’
Agreement subject to the occurrence of the closing of the transactions contemplated under, and solely in accordance with the terms of, the Stock Purchase Agreement dated November 13, 2013, among Fintech Telecom, LLC, TI and TII, as amended from time to time by the parties thereto, pursuant to which TI and TII have agreed to sell to Fintech Telecom, LLC all of their direct and indirect ownership interest in Telecom Argentina S.A.
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2.
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Notices
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The Adhering Party confirms that its address for serving notices pursuant to the Article 17 “Notices” shall be the following:
Fintech Telecom, LLC
000 Xxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
Tel: 000 000 0000
Fax: 000 000 0000
Attn: J.R. Xxxxxxxxx, Xxxxx Xxxxxxx
Email: xxx@xxxxxxxxxx.xxx, xx@xxxxxxxxxx.xxx
Copy to:
Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Tel: 000 000 0000
Fax: 000 000 0000
Attn: Xxxx Xxxxxx
Email: xxxxxxxxxxx.xxx
Errecondo Xxxxxxxx Xxxxx
Tone Fortabat
Attn: Baruki Xxxxxxxx
Email: xxxxxx.xxxxxxxx@xxxx.xxx.xx
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Sincerely,
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FINTECH TELECOM, LLC
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By:
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/s/ Xxxxx Xxxxxx Xxxxxxxxx, Xx.
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Name: Xxxxx Xxxxxx Xxxxxxxxx, Xx.
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Title: Authorized Person
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By:
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/s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Authorized Person
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Accepted and Agreed:
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TELECOM ITALIA S.p.A.
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By:
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/s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
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Title: CFO
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TELECOM ITALIA INTERNATIONAL N.V.
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By:
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/s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx
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Title: Attorney in Fact
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Accepted and Agreed:
W de Argentina – Inversiones S.A. (formerly denominated W de Argentina – Inversiones S.L.)
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Los W Guarantor Company
Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
Los W Controlling Shareholders
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Xxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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/s/ Xxxxx Xxxxxxxx
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/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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/s/ Xxxxxx Xxxxxxxx
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/s/ Xxxxxxx Xxxxxxxx
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