PRELIMINARY MERGER AGREEMENT entered into between TELECOM ARGENTINA S.A. (as Surviving Company) and CABLEVISION S.A. (as Merged Company) June 30, 2017Preliminary Merger Agreement • January 2nd, 2018 • Cablevision Holding S.A. • Telephone communications (no radiotelephone) • Buenos Aires
CALL OPTION AGREEMENTPledge Agreement • January 2nd, 2018 • Cablevision Holding S.A. • Telephone communications (no radiotelephone) • New York
WHEREAS, FT is the direct controlling shareholder of Sofora Telecomunicaciones S.A., (“Sofora”), Sofora is the controlling shareholder of Nortel Inversora S.A. (“Nortel”), Nortel is the controlling shareholder of Telecom Argentina S.A. (“TEO”) and TEO is the controlling shareholder of Telecom Personal S.A. (“Personal”);
SHAREHOLDERS AGREEMENTShareholders Agreement • January 2nd, 2018 • Cablevision Holding S.A. • Telephone communications (no radiotelephone) • New York
Citigroup Global Markets Inc. Goldman Sachs Bank USA Industrial and Commercial Bank of China Limited Dubai (DIFC) BranchCredit Agreement • January 2nd, 2018 • Cablevision Holding S.A. • Telephone communications (no radiotelephone) • New York
This CREDIT AGREEMENT, dated as of September , 2017, is entered into by and among CABLEVISIÓN HOLDING S.A., an Argentine sociedad anónima (“Borrower”), CITIBANK, N.A. (“Citi”), GOLDMAN SACHS BANK USA (“Goldman Sachs”), INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH (“ICBC”), ITAÚ UNIBANCO S.A., NASSAU BRANCH (“Itaú”, and together with Citi, Goldman Sachs, ICBC and any other lenders party hereto from time to time, collectively, the “Lenders”), CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH, and ITAÚ UNIBANCO S.A., NASSAU BRANCH (each in its capacity as a joint lead arranger and joint bookrunner, collectively, the “Arrangers”), CITIBANK, N.A., as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), CITIBANK, N.A., as Offshore Collateral Agent, and THE BRANCH OF CITIBANK, N.A. ESTABLISHED IN THE REPUBLIC OF ARGENTINA, as Onshore Collateral A
Joint Filing AgreementJoint Filing Agreement • January 2nd, 2018 • Cablevision Holding S.A. • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class B Shares, P$1.00 par value per share, of Telecom Argentina S.A., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the joint filing, unless such person knows or has reason to believe that such information is inaccurate. In evidence thereof, the undersigned hereby execute this Agreement.
EXERCISE NOTICEExercise Notice • January 2nd, 2018 • Cablevision Holding S.A. • Telephone communications (no radiotelephone)
The undersigned, in his capacity as president of Cablevision Holding S.A. (“CVH”), refers to the Call Option Agreement, dated as of July 7, 2017 (the “Call Option Agreement” and the terms defined therein being used herein as therein defined), among the undersigned, FT, FIA and Fintech Advisory.
