AMENDED AND RESTATED DEED OF ADHERENCE
Exhibit 18
EXECUTION COPY
AMENDED AND RESTATED DEED OF ADHERENCE
To:
Telecom Italia S.p.A.
Telecom Italia International N.V.
W de Argentina - Inversiones S.L.
Los W S.A.
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Dear Sirs,
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (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, inter alia, TI and TII have agreed to sell to Fintech Telecom, LLC their Minority Sofora Shares (the “Amended SPA”) and (iv) the willingness of Fintech Telecom, LLC to become a party to the Shareholders’ Agreement pursuant to terms and conditions of this amended and restated deed of adherence.
All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Shareholders’ Agreement.
The parties hereto agree that the Deed of Adherence is hereby amended and restated to read in its entirety as follows (the “Amended and Restated Deed of Adherence”):
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1.
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Adherence and Undertakings
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1.1 Fintech Telecom, LLC, a limited liability company organized and existing in accordance with the laws of Delaware, with its head office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Adhering Party”) hereby irrevocably and unconditionally adheres to the Shareholders’ Agreement (a copy of which has been delivered to Adhering Party and which Adhering Party has reviewed and executed and attached hereto as Annex 1 for identification) as a party thereto, hereby irrevocably and unconditionally agreeing to be directly bound by any and all terms and conditions of the Shareholders’ Agreement, including its Exhibits and appendixes.
1.2 The Adhering Party hereby agrees that, by executing this Amended and Restated Deed of Adherence, (i) it shall be deemed to be a Party (as defined in the Shareholders’ Agreement) to the Shareholders’ Agreement vested with all the rights and obligations of a Party (as defined in the Shareholders’ Agreement) as of, and subject to the occurrence of, the closing of the Minority Sale at the Interim Transfer Date under, and solely in accordance with the terms of, the Amended SPA, and (ii) as of, and subject to the occurrence of, the closing of the Majority Sale at the Closing Date under and solely in accordance with the terms of the Amended SPA, it shall be vested with all rights and obligations established under the Shareholders’ Agreement for the benefit of TI and TII.
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2.
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Notices
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The Adhering Party confirms that its address for serving notices pursuant to the Article 17 “Notices” shall be the following:
Fintech Telecom, LLC
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New York, NY 10152
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn: J.R. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇
Email: ▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
One Liberty Plaza
New York, NY 10006
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Tone Fortabat
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇
[Signature Page Follows]
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| Sincerely, | |||
| Fintech Telecom LLC | |||
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By:
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Fintech Advisory, Inc. | |
| Its | Managing Member | ||
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| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: | Authorized Person | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. | ||
| Title: | Authorized Person | ||
[Signature Page to Amended and Restated Deed of Adherence]
Accepted and Agreed:
| Telecom Italia S.p.A. | |||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
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Title: Authorized Representative
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| Telecom Italia International N.V. | |||||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||
| Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||
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Title: Chief Executive Officer
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[Signature Page to Amended and Restated Deed of Adherence]
Accepted and Agreed:
W de Argentina – Inversiones S.A. (formerly denominated W de Argentina – Inversiones S.L.)
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| Los W Guarantor Company | ||||
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| Los W Controlling Shareholders | ||||
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