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).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 27th, 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 [●]1 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).
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”).
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
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.
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).
AMENDED AND RESTATED AMENDMENT NO. 3 TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreements • 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:
DRAG RIGHTS LETTER AGREEMENTDrag Rights Letter Agreement • 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
