Common use of Sale of the Note Clause in Contracts

Sale of the Note. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, on, and subject to the occurrence of, the Interim Transfer Date (as such term is defined in the Amended and Restated Stock Purchase Agreement dated as of October 24, 2014 among the Company, Telecom Italia S.p.A. and the Purchaser (the “SPA”)) a Note in a principal amount of US$600,593,478 (the “Note”) at the purchase price of 100% of the principal amount thereof (the “Purchase Price”). The sale of the Note to the Purchaser will be made without registration of the Note under the U.S. Securities Act of 1933 (the “Act”) in reliance upon exemptions from the registration requirements of the Act.