GUARANTYGuaranty • November 14th, 2013 • Telecom Italia S P A • Communications services, nec • New York
GUARANTY (the “Guaranty”), dated as of November 13, 2013 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).
DEED OF ADHERENCEShareholders Agreement • November 14th, 2013 • Telecom Italia S P A • 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”).
MUTUAL SHAREHOLDER RELEASEMutual Shareholder Release • November 14th, 2013 • Telecom Italia S P A • Communications services, nec • New York
MUTUAL SHAREHOLDER RELEASE (this “Shareholder Release”), dated as of November 13, 2013, is entered into by and among 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”), 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”, each a “Seller”), 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 (“Los W”), Los W S.A., a company duly organized and existing under the laws of Argentina, the guarantor company of Los W, with its registered offices at Avenida Madero 900, Buenos Aires, Argentina (“Los W Guarantor Company”); and Messrs. Daniel Werthein, Adrián
ContractShareholders' Agreement • November 14th, 2013 • 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
TRANSITION SERVICES AVAILABILITY PAYMENTBinding Offer • November 14th, 2013 • Telecom Italia S P A • Communications services, nec
provided that (x) the rights provided for herein and the corresponding Transition Services Availability Payment obligations may be assigned to TEO and/or any of the TEO Companies as an additional obligation (in addition to the obligations thereunder for the payment of the services) under the Transition Service Agreement(s), if but only if the Purchaser remains jointly and severally liable to the Sellers for the timely payment of the Transition Services Availability Payment and (y) the Purchaser shall promptly pay to the Sellers any amount not timely paid by TEO and/or the relevant TEO Companies in US Dollars outside of Argentina in accordance
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 14th, 2013 • Telecom Italia S P A • Communications services, nec • New York
This notice is being delivered pursuant to Section [4.05(d)][4.06(f)] of the Pledge and Security Agreement (as the same may be amended, modified or supplemented from time to time hereto, the “Agreement”) dated as of [●] by and among Fintech Investments Ltd., a limited liability company duly organized and existing under the laws of the British Virgin Islands (the “Guarantor”), 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”), 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 Agreement.
AMENDMENT NO. 3 TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholder Agreement • November 14th, 2013 • Telecom Italia S P A • Communications services, nec
THIS AMENDMENT NO. 3 (the “Third Amendment”) TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT IS ENTERED INTO ON NOVEMBER 13, 2013, BY AND AMONG:
STOCK PURCHASE AGREEMENT by and among TELECOM ITALIA S.p.A., TELECOM ITALIA INTERNATIONAL N.V., as Sellers,Stock Purchase Agreement • November 14th, 2013 • Telecom Italia S P A • Communications services, nec • New York
Stock Purchase Agreement (the “Agreement”) dated as of November 13, 2013, by and between Fintech Telecom, LLC, a limited liability company duly authorized under the laws of Delaware (the “Purchaser”), 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”), 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, solely for the purposes of and in respect of Article 2 hereof, Tierra Argentea S.A., a company duly authorized under the laws of the Republic of Argentina (“TAR”). Capitalized terms used in this Agreement have the meanings assigned to them in Article 1.
