EMBRATEL PARTICIPAÇÕES S. A., a public corporation duly incorporated and existing in accordance with the laws of the Federative Republic of Brazil, with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Xxx Xxxxxxx Xxxxx, 000, 00xx xxxxx, suite 1687-B, enrolled with the Brazilian General Taxpayers' Registry (CNPJ/MF) under no. 02.558.124/0001 -12, represented herein in accordance with its By-laws, hereinafter referred to as "Embrapar",
EMBRATEL PARTICIPAÇÕES S. A., with office at Xxx Xxxxxxx Xxxxx, 000, 00x xxxxx, sala 1687-B, Centro, in the City of Rio de Janeiro and State of Rio de Janeiro, enrolled with the CNPJ/MF under No. 02.558.124/0001-12, herein represented in accordance with its articles of incorporation (hereinafter “EMBRAPAR”); EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. – EMBRATEL, with office at Av. Presidente Xxxxxx, 1.012, enrolled with the CNPJ/MF under No. 33.530.486/0001-29, in the City and State of Rio de Janeiro, herein represented in accordance with its articles of incorporation; and GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A., with office at Xxxxxxx Xxxxxxx xx Xxxx Franco, nº 135, 5º andar, parte, Leblon, in the City of Rio de Janeiro and State of Rio de Janeiro, enrolled with the CNPJ/MF under No. 04.527.900/0001-42, herein represented in accordance with its articles of incorporation (collectively with EMBRAPAR and EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. – EMBRATEL, hereinafter referred to as “EMBRATEL”); and furthermore, as intervening parties,
EMBRATEL PARTICIPAÇÕES S. A. AND THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED NOTES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2 OF THE ORIGINAL INDENTURE, AS SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] [INCLUDE IF NOTE IS A GLOBAL NOTE AND THE DEPOSITARY IS THE DEPOSITORY TRUST COMPANY — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [INCLUDE IF NOTE IS A RESTRICTED GLOBAL NOTE (UNLESS, PURSUANT TO SECTION 2.3 OF THE FIRST SUPPLEMENTAL INDENTURE, THE COMPANY DETERMINES AND CERTIFIES TO THE TRUSTEE THAT THE LEGEND MAY BE REMOVED) — NEITHER THIS GLOBAL NOTE, THE GUARANTY HEREOF NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). NEITHER THIS GLOBAL NOTE, THE GUARANTY HEREOF NOR ANY BENEFICIAL INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OR BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM RE...
EMBRATEL PARTICIPAÇÕES S. A., a business corporation duly incorporated and existing in accordance with the laws of the Federal Republic of Brazil, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Xxx Xxxxxxx Xxxxx, 000, 00x xxxxx, sala 1687-B, registered at the CNPJ/MF under no. 02.558.124/0001 -12, hereby represented pursuant to its Articles of Incorporation and By-laws, hereinafter referred to as “Embrapar”;
