AMENDED AND RESTATED PIK FACILITY AGREEMENTFacility Agreement • June 27th, 2005 • TPG Advisors IV, Inc. • Telephone communications (no radiotelephone) • New York
STOCK PURCHASE AGREEMENT between and TIM INTERNATIONAL, N.V. and A.C.V. FINANCE CONSULTING SERVICES, BUYING AND SELLING OF REAL PROPERTY, AGENCIES, HOLDINGS SOCIÉTÉ ANONYME (to be renamed Troy GAC Telecommunications Société Anonyme) dated as of April...Stock Purchase Agreement • June 27th, 2005 • TPG Advisors IV, Inc. • Telephone communications (no radiotelephone) • 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”.
SENIOR SUBSCRIPTION AGREEMENTSenior Subscription Agreement • June 27th, 2005 • TPG Advisors IV, Inc. • Telephone communications (no radiotelephone) • England and Wales
Between TROY V S.àr.l. (as the Company) TROY II (as the Parent) THE COMPANIES LISTED HEREIN (as Original Guarantors) DEUTSCHE BANK AG LONDON AND J.P. MORGAN plc (as Mandated Lead Arrangers) DEUTSCHE BANK AG LONDON AND J.P. MORGAN plc (as Bookrunners) THE PERSONS LISTED HEREIN (as Original Purchasers) THE PERSONS LISTED HEREIN (as Original Lenders) J.P. MORGAN EUROPE LIMITED (as Issuing Bank) J.P. MORGAN EUROPE LIMITED (as Agent) and J.P. MORGAN EUROPE LIMITED (as Security Agent) €250,000,000 SENIOR SUBSCRIPTION AGREEMENT 3rd April, 2005
JOINT FILING AGREEMENTJoint Filing Agreement • June 27th, 2005 • TPG Advisors IV, Inc. • Telephone communications (no radiotelephone)
JOINT FILING AGREEMENT (this “Agreement”), dated as of June 24, 2005, among Troy GAC Telecommunications, Société Anonyme, a company organized under the laws of Greece (“Troy GAC”), Apax Partners Europe Managers Limited, a company organized under the laws of England (“APEM”), Apax Europe VI GP Co. Limited, a company organized under the laws of Guernsey (“Apax GP”), TPG Advisors IV, Inc., a Delaware corporation (“TPG Advisors”) and T3 Advisors II, Inc., a Delaware corporation (“T3 Advisors” and, together with Troy GAC, APEM, Apax GP and TPG Advisors, the “Reporting Persons”).
To: Troy IITPG Advisors IV, Inc. • June 27th, 2005 • Telephone communications (no radiotelephone)
