TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME As Issuer AND TELECOM ITALIA S.p.A. As Guarantor TO JPMORGAN CHASE BANK As TrusteeFirst Supplemental Indenture • June 17th, 2005 • Telecom Italia S P A • Communications services, nec • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 6, 2004, is entered into among TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME, a company with limited liability incorporated under the laws of the Grand-Duchy of Luxembourg in the form of a société anonyme (the “Issuer”), having its principal office at 287-289 Route d’Arlon, L-1150 Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B-77.970, TELECOM ITALIA S.p.A., a joint stock company established under the laws of the Republic of Italy (the “Guarantor”), having its registered office at Piazza degli Affari 2, 20123 Milan, Italy, and JPMorgan Chase Bank, a company duly organized and existing under the laws of the State of New York, as Trustee hereunder (the “Trustee”).
TELECOM ITALIA S.P.A., as Guarantor TELECOM ITALIA CAPITAL, as Issuer $1,250,000,000 4.000% Guaranteed Senior Notes due 2010 $1,250,000,000 4.950% Guaranteed Senior Notes due 2014 $1,000,000,000 6.000% Guaranteed Senior Notes due 2034 REGISTRATION...Registration Rights Agreement • June 17th, 2005 • Telecom Italia S P A • Communications services, nec • New York
If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.
