Outstanding Notes. With respect of the Notes, it is agreed that, following exercise of the TE’s Call Option, TE shall be committed to (i) either cause Telco to repay in full the outstanding Notes (except, for the sake of clarity, for the proportional part of the Notes held by a Party, if any, which has exited Telco following the exercise of the de-merger pursuant to the Shareholders Agreement) on or immediately after TE’s Closing, or (ii) purchase at TE’s Closing from each of the noteholders which are Sellers all the outstanding Notes held by each of them, provided in this latter case that TE shall pay the consideration for such Notes, 50% (fifty per cent) in cash and 50% (fifty per cent) in cash or TE’s shares or mix of cash and TE’s shares, at TE’s sole discretion, provided that TE’s shares shall be used as consideration of the Notes based on the lower of (i) the closing quoted price on the Madrid stock exchange on the day before the TE’s Closing and (ii) the average closing quoted prices on the Madrid stock exchange of the 30 (thirty) trading days preceding the TE’s Closing, and provided that the TE’s shares which will be attributed to the Sellers in payment of the Notes so purchased will be subject to the lock-up undertaking and the other transfer limitations indicated in article 6 below. If TE decides to pay any portion of the Consideration for the Notes in TE’s shares it shall so communicate in writing to the Sellers at least 3 (three) calendar days prior to the TE’s Closing date.
