DRAG RIGHTS LETTER AGREEMENT
Exhibit 9
EXECUTION COPY
LETTER AGREEMENT
Telecom Italia S.p.A.
Xxxxxx Xxxxxx 0,
Xxxxx, Xxxxx
Attention: Head of International Business
Telecom Italia International N.V.
Atrium 3111, Strawinskylaan 1627,
1077XX Amsterdam,
The Netherlands.
Attention: Chief Executive Officer
Facsimile: x00 00 0000000
W de Argentina –Inversiones S.A. (formerly denominated W de Argentina – Inversiones S.L.)
Xx. Xxxxxxx Xxxxxx 000, Xxxx 00,
X0000XXX-- Xxxxxx Xxxxx,
Xxxxxxxxx
Tel.: (00 00) 0000 0000
Fax: (00 00) 0000 0000
LOS W S.A.
Messrs. Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, and Xxxxx Xxxxxxxx
Dear Sirs,
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 Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx (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 and Tierra Argentea S.A., pursuant to which, inter alia, the Sellers have agreed to sell to the Purchaser their Minority Sofora Shares.
All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Shareholders’ Agreement.
The Sellers, the Los W Parties and the Purchaser hereby agree that:
Effective upon Purchaser becoming a party to the Shareholders’ Agreement, in the event that the Sellers elect to exercise their Drag Along Rights under the Shareholders’ Agreement in respect of the Purchaser or any of its Affiliates that has become a party to the Shareholders’ Agreement (i.e., where Purchaser or any of its Affiliates are “Non Selling Parties”), for the purposes of applying Section 7.6 of the Shareholders’ Agreement to the Purchaser or such Affiliate, the paragraph that is after item “M. Sofora Cash and Cash Equivalents” and before the last paragraph of Appendix A of the Shareholders’ Agreement, shall be deemed to read as follows:
“For the purpose of Article 7, if TI and TII are the Selling Party, the following definitions shall apply:
Non Selling Parties Stake = Non Selling Parties Economic Interest in Sofora / ((TI and TII Economic Interest in Sofora x (1+ 0%)) + Non Selling Parties Economic Interest in Sofora + (1 – (TI and TII Economic Interest in Sofora + Non Selling Parties Economic Interest in Sofora)))
Selling Parties Stake = (TI and TII Economic Interest in Sofora x (1+ 0%)) / ((TI and TII Economic Interest in Sofora x (1+ 0%)) + Non Selling Parties Economic Interest in Sofora + (1 – (TI and TII Economic Interest in Sofora + Non Selling Parties Economic Interest in Sofora)))
Economic Interest: shall mean for each ordinary or preferred shareholder the percentage of profits that such shareholder is entitled to receive based on its ownership of ordinary or preferred shares of a relevant company.”
The remaining provisions remain unchanged, and the changes above shall apply in no other context and to no other party than as explicitly set forth herein.
[Signature Page Follows]
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Sincerely,
Fintech Telecom LLC
By: Fintech Advisory, Inc.
Its Managing Member
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Person
By: /s/ Xxxxx Xxxxxx Xxxxxxxxx, Xx.
Name: Xxxxx Xxxxxx Xxxxxxxxx, Xx.
Title: Authorized Person
[Signature Page to Drag Rights Letter Agreement]
Accepted and Agreed:
Telecom Italia S.p.A.
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Representative
Telecom Italia International N.V.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
[Signature Page to Drag Rights Letter Agreement]
Accepted and Agreed:
W de Argentina – Inversiones S.A. (formerly denominated W de Argentina – Inversiones S.L.)
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Los W S.A.
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx 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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[Signature Page to Drag Rights Letter Agreement]
