Telecom Italia S P A Sample Contracts

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CONTRACT
Telecom Italia S P A • March 26th, 2003 • Communications services, nec
EXHIBIT 5 EURO 1,000,000,000 CREDIT AGREEMENT
Agreement • August 31st, 2001 • Telecom Italia S P A • Communications services, nec
OLIMPIA S.P.A. AND
Telecom Italia S P A • September 19th, 2005 • Communications services, nec
TERM SHEET ----------
Telecom Italia S P A • January 9th, 2003 • Communications services, nec
On June 28, 2005 Between: OLIMPIA S.P.A. (the Constituent) and
Telecom Italia S P A • September 19th, 2005 • Communications services, nec
CONTENTS
Facility Agreement • November 8th, 2001 • Telecom Italia S P A • Communications services, nec • England and Wales
AGREEMENT
Agreement • February 14th, 2005 • Telecom Italia S P A • Communications services, nec
JOINT FILING AGREEMENT
Joint Filing Agreement • August 31st, 2001 • Telecom Italia S P A • Communications services, nec

This will confirm the agreement by and among the undersigned that the Amendment No. 1 to the Statement on Schedule 13D filed on August 9, 2001 and any future amendments to such Statement on Schedule 13D with respect to beneficial ownership by the undersigned of shares of the ordinary shares, euro 0.55 par value per share, of Telecom Italia S.p.A. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

NOTICE ------ AGREEMENT BETWEEN PIRELLI & C. S.P.A., EDIZIONE HOLDING S.P.A. AND EDIZIONE FINANCE INTERNATIONAL S.A. NOTICE ISSUED IN COMPLIANCE AND FOR PURPOSES OF ARTICLE 122 D. LGS FEBRUARY 24...
Telecom Italia S P A • September 14th, 2004 • Communications services, nec

NOTICE ISSUED IN COMPLIANCE AND FOR PURPOSES OF ARTICLE 122 D. LGS FEBRUARY 24 ------------------------------------------------------------------------------ 1998 N. 58 OF REGULATION ADOPTED BY CONSOB RESOLUTION N.11971 OF MAY 14 1999 (AS -------------------------------------------------------------------------------- AMENDED) --------

PREMISES
Share Sale and Purchase • February 25th, 2005 • Telecom Italia S P A • Communications services, nec
LOAN CONTRACT BETWEEN
Loan Contract • October 9th, 2001 • Telecom Italia S P A • Communications services, nec
AMENDED AND RESTATED GUARANTY
Guaranty • October 27th, 2014 • Telecom Italia S P A • Communications services, nec • New York

AMENDED AND RESTATED GUARANTY (the “Guaranty”), dated as of October 24, 2014 by Fintech Investments Ltd., a limited liability company duly organized and existing under the laws of the British Virgin Islands (the “Guarantor”), in favor of Telecom Italia S.p.A., a company duly organized and existing under the laws of Italy with its registered office at Piazza degli Affari, 2, Milan, Italy (“TI”), and Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Strawinskylaan 1627, 1077XX Amsterdam (“TII” and together with TI, the “Sellers”), and is acknowledged by the Purchaser (as defined below). Capitalized terms used herein and not defined shall have the meanings given to them in the SPA (as defined below).

TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME As Issuer AND TELECOM ITALIA S.p.A. As Guarantor TO JPMORGAN CHASE BANK As Trustee
First Supplemental Indenture • December 29th, 2008 • 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”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • October 30th, 2014 • Telecom Italia S P A • Communications services, nec • New York

PLEDGE AND SECURITY AGREEMENT (as the same may be amended, modified or supplemented from time to time hereto, this “Agreement”) dated October 29, 2014 by and among Fintech Telecom, LLC, a limited liability company duly organized and existing under the laws of Delaware (the “Pledgor”), and Telecom Italia S.p.A., a company duly organized and existing under the laws of Italy with its registered office at Piazza degli Affari, 2, Milan, Italy (“TI”) and Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Strawinskylaan 1627, 1077XX Amsterdam (“TII” and together with TI, the “Sellers”). Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the SPA (as defined below).

TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME As Issuer AND TELECOM ITALIA S.p.A. As Guarantor TO THE BANK OF NEW YORK As Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of June 4, 2008 TO THE INDENTURE AMONG TELECOM ITALIA CAPITAL, AS ISSUER, TELECOM ITALIA...
Fourth Supplemental Indenture • December 29th, 2008 • Telecom Italia S P A • Communications services, nec • New York

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of June 4, 2008, 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 The Bank of New York, a New York Banking Corporation, as Trustee hereunder (the “Trustee”).

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AMENDED AND RESTATED AMENDMENT NO. 3 TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • October 27th, 2014 • Telecom Italia S P A • Communications services, nec

THIS AMENDED AND RESTATED AMENDMENT NO. 3 (the “Third Amendment”) TO THE 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT IS ENTERED INTO ON OCTOBER 24, 2014, BY AND AMONG:

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 27th, 2014 • Telecom Italia S P A • Communications services, nec • New York

NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2014 by and between Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Strawinskylaan 1627, 1077XX Amsterdam (the “Company”), and Fintech Telecom, LLC, a limited liability company duly organized and existing under the laws of Delaware (the “Purchaser”).

TELECOM ITALIA CAPITAL, SOCIÉTÉ ANONYME As Issuer AND TELECOM ITALIA S.p.A. As Guarantor TO JPMORGAN CHASE BANK, N.A. As Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of July 18, 2006 TO THE INDENTURE AMONG TELECOM ITALIA CAPITAL, AS ISSUER, TELECOM...
Third Supplemental Indenture • December 29th, 2008 • 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”).

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.

FORM OF UNDERWRITING AGREEMENT Telecom Italia Capital Telecom Italia S.p.A. Debt Securities Underwriting Agreement
Underwriting Agreement • December 29th, 2008 • Telecom Italia S P A • Communications services, nec • New York

To the Representatives of the several Underwriters named from time to time in Schedule I to the applicable Pricing Agreement as hereinafter described

AMENDED AND RESTATED TRANSITION SERVICES AVAILABILITY PAYMENT
Stock Purchase Agreement • October 27th, 2014 • Telecom Italia S P A • Communications services, nec

Service Agreement(s), if but only if the Purchaser remains jointly and severally liable to TI for the timely payment of the Transition Services Availability Payment and (y) the Purchaser shall promptly pay to TI any amount not timely paid by TEO and/or the relevant TEO Companies in US Dollars outside of Argentina in accordance herewith. The obligations of the Purchaser hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Purchaser hereunder is rescinded or reclaimed from TI upon the insolvency, bankruptcy, liquidation or reorganization of TEO or any of the TEO Companies or Purchaser or otherwise, all as though such payment had not been made.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 5th, 2005 • Telecom Italia S P A • Communications services, nec • New York

This Stock Purchase Agreement is entered into as of April 3, 2005, between (i) TIM International, N.V., a company organized and existing under the laws of The Netherlands, with registered offices at Strawinskylaan 1629, 1077 XX Amsterdam (“Seller”), and (ii) A.C.V. FINANCE Consulting Services, Buying and Selling of Real Property, Agencies, Holdings Société Anonyme (to be renamed Troy GAC Telecommunications Société Anonyme), a company organized and existing under the laws of Greece, with registered offices at 2, Ag. Theodoron Square and Evripidou Street, GR-105 61 Athens, Greece (“Buyer”). Seller and Buyer are hereinafter collectively and severally referred to as the “Parties” and the “Party”.

DRAG RIGHTS LETTER AGREEMENT
Drag Rights • October 27th, 2014 • Telecom Italia S P A • Communications services, nec

We make reference to: (i) the Amended and Restated Shareholders’ Agreement, dated August 5, 2010 (as amended from time to time, the “Shareholders’ Agreement”), entered into by and among Telecom Italia S.p.A. (“TI”), Telecom Italia International N.V. (“TII”, together with TI, the “Sellers”), W de Argentina – Inversiones S.L. (“Los W”), Los W S.A. (“Los W Guarantor Company”) and Gerardo Werthein, Daniel Werthein, Dario Werthein and Adrian Werthein (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 Amended and Restated Deed of Adherence, dated as of the date hereof (the “Deed of Adherence”), among the Los W Controlling Shareholders, Fintech Telecom, LLC (the “Purchaser”), the Sellers; and (iii) the Amended and Restated Stock Purchase Agreement, dated as of the date hereof (the “Amended SPA”) among the Purchaser, the Sellers an

PURCHASER RELEASE
Purchaser Release • October 27th, 2014 • Telecom Italia S P A • Communications services, nec • New York

PURCHASER RELEASE (this “Release”), dated as of October 24, 2014, is entered into by and among Fintech Telecom, LLC, a limited liability company duly authorized under the laws of Delaware (the “Purchaser”), Telecom Italia S.p.A., a company duly organized and existing under the laws of Italy with its registered office at Piazza degli Affari, 2, Milan, Italy (“TI”) and Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Atrium 3111, Strawinskylaan 1627, 1077XX Amsterdam (“TII” and together with TI, the “Sellers”). Capitalized terms used herein and not defined shall have the meanings given to them in the SPA (as defined below).

LONDON, October 3, 2001 LOAN CONTRACT
Telecom Italia S P A • October 9th, 2001 • Communications services, nec
CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP Dated 20 September 2002 Olivetti Finance N.V. Olivetti S.p.A. And Lehman Brothers International (Europe)
Subscription Agreement • January 21st, 2003 • Telecom Italia S P A • Communications services, nec

SUBSCRIPTION AGREEMENT relating to EUR 385,020,000 principal amount of Zero Coupon Guaranteed Bonds due 2004 exchangeable into ordinary shares of Telecom Italia S.p.A.

DEED OF ADHERENCE
Telecom Italia S P A • November 14th, 2013 • Communications services, nec

We make reference to the Amended and Restated Shareholders’ Agreement (the “Shareholders’ Agreement”), dated August 5, 2010, as amended further on October 13, 2010, on March 9, 2011 and on November 13, 2013, 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 Gerardo Werthein, Daniel Werthein, Dario Werthein and Adrian Werthein (collectively “Los W Controlling Shareholders”), concerning their respective participation in Sofora Telecomunicaciones S.A. (“Sofora”) and to the willingness of Fintech Telecom, LLC to become a party of the Shareholders’ Agreement pursuant to terms and conditions of this deed of adherence (the “Deed of Adherence”).

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