THIRD SUPPLEMENTAL INDENTURE Dated as of July 18, 2006 TO THE INDENTURE AMONG TELECOM ITALIA CAPITAL, AS ISSUER, TELECOM ITALIA S.p.A., AS GUARANTOR, AND JPMORGAN CHASE BANK, N.A., AS TRUSTEE, DATED AS OF OCTOBER 6, 2004.Third Supplemental Indenture • July 21st, 2006 • Telecom Italia S P A • Communications services, nec • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 18, 2006, 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 12, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Register of Commerce and Companies (Registre de Commerce et des sociétés) 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, N.A., a national banking association organized under the laws of the United States of America (as successor to JPMorgan Chase Bank), as Trustee hereunder (the “Trustee”).
Underwriting AgreementTelecom Italia S P A • July 21st, 2006 • Communications services, nec • New York
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to a base indenture, dated as of October 6, 2004 (the “Base Indenture”), and a supplemental indenture, to be dated as set forth in the Pricing Agreement (the “Supplemental Indenture” and, such Supplemental Indenture together with the Base Indenture, the “Indenture”) among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”). Pursuant to the
