TELE NORTE LESTE PARTICIPAÇÕES S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of July 27, 1998 As Amended and Restated as of _____________, 2008Deposit Agreement • December 19th, 2008 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
ANDDeposit Agreement • September 18th, 1998 • Tele Norte Leste Participacoes Sa • New York
Exhibit 4.1 AGREEMENT PBOA/SPB NO. 91/2006 - ANATEL CONCESSION AGREEMENT OF LOCAL SWITCHED FIXED TELEPHONE SERVICE MADE BY AND BETWEEN AGENCIA NACIONAL DE TELECOMUNICACOES AND TELEMAR NORTE LESTE S.A. AGENCIA NACIONAL DE TELECOMUNICACOES (National...Concession Agreement • June 30th, 2006 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • Norte
INDENTURE among TELE NORTE LESTE PARTICIPAÇÕES S.A., as Issuer, HSBC Bank USA, as Trustee and New York Paying Agent and J.P. Morgan Trust Bank LTD., as Principal Paying Agent Initially Relating to 8.00% Notes due 2013 Dated as of December 18, 2003Indenture • August 24th, 2004 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
INDENTURE (the “Indenture”) dated as of December 18, 2003 among Tele Norte Leste Participações S.A. (the “Issuer”), a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), HSBC Bank USA, a New York banking corporation, as trustee (the “Trustee”) and as New York Paying Agent in New York (the “New York Paying Agent”) and J.P. Morgan Trust Bank LTD., as Principal Paying Agent in Japan (the “Principal Paying Agent”).
BETWEEN TELEMAR NORTE LESTE S.A. Issuer ANDIndenture • June 30th, 2006 • Tele Norte Leste Participacoes Sa • Radiotelephone communications
REGISTRATlON RIGHTS AGREEMENT Dated December 18, 2003 among TELE NORTE LESTE PARTICIPAÇÕES S.A. as Issuer, and as representative of the Initial PurchasersRegistration Rights Agreement • August 24th, 2004 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of December 18, 2003, among (i) Tele Norte Leste Participações S.A. (the “Issuer”), a sociedade anônima organized under the laws of the Federative Republic of Brazil (“Brazil”) and (ii) J.P. Morgan Securities Inc. as representative on behalf of the Initial Purchasers (as defined below) of U.S.$300,000,000 of the Issuer’s 8.00% Notes due 2013 (the “Notes”). Terms not otherwise defined herein are used as defined in the Indenture (as defined below).
SECTION III - THE PRICE FOR CONCESSION OF AUTHORIZATION FOR THE USE OF RADIO FREQUENCY BLOCKSInstrument of Authorization for the Use of Radio Frequency Blocks • June 30th, 2006 • Tele Norte Leste Participacoes Sa • Radiotelephone communications
Exhibit 4.2 AGREEMENT PBOA/SPB NO. 125/2006 - ANATEL CONCESSION AGREEMENT OF LDN SWITCHED FIXED TELEPHONE SERVICE MADE BY AND BETWEEN AGENCIA NACIONAL DE TELECOMUNICACOES AND TELEMAR NORTE LESTE S.A. AGENCIA NACIONAL DE TELECOMUNICACOES (National...Concession Agreement • June 30th, 2006 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • Norte
FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 24th, 2004 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
Tele Norte Leste Participações S.A., a corporation organized and existing under the laws of The Federative Republic of Brazil, (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $300,000,000 aggregate principal amount of its Series B 8.0% Notes due 2013 (the “New Notes”), for a like principal amount of its Series A 8.0% Notes due 2013 issued under an indenture dated December 18, 2003 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the registration statement of the Company on Form F-4 (File No. 333- ), (the “Registration Statement”)) filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes who acquired such Old Notes pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Old Notes and the New Notes ar
814,012,312.14 SECOND AMENDED AND RESTATED NOTE PURCHASE FACILITY AGREEMENT dated as of August 16, 2004 among TNL PCS S.A. as Original Issuer, TELEMAR NORTE LESTE S.A., as Issuer, TELE NORTE LESTE PARTICIPAÇÕES S.A., as Guarantor, ABN AMRO Bank N.V.,...Note Purchase Facility Agreement • June 29th, 2005 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
SECOND AMENDED AND RESTATED NOTE PURCHASE FACILITY AGREEMENT dated as of August 16, 2004 (this “Agreement”) among TNL PCS S.A., as Original Issuer, TELEMAR NORTE LESTE S.A., as Issuer, TELE NORTE LESTE PARTICIPAÇÕES S.A., as Guarantor, ABN AMRO BANK N.V., as Administrative Agent, Initial Purchaser, Tranche B Participation Agent, Tranche C Participation Agent, Tranche E Participation Agent, Tranche F Participation Agent, U.S. Collateral Agent and Book Runner, BANCO ABN AMRO REAL S.A., as Brazilian Collateral Agent, JPMORGAN TRUST BANK LIMITED, as Principal Paying Agent, the TRANCHE D LENDERS party hereto, and the TRANCHE F PURCHASERS party hereto.
AS GUARANTOR,Note Purchase Facility Agreement • June 13th, 2003 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
AUTHORIZATION TERM FOR USE OF RADIOFREQUENCIES ASSOCIATED TO PERSONAL MOBILE SERVICE ENTERED INTO BY AND BETWEEN THE AGÊNCIA NACIONAL DE TELECOMUNICAÇÕES (NATIONAL TELECOMMUNICATION AGENCY) – ANATEL AND TNL PCS SAAuthorization Term for Use of Radiofrequencies • July 13th, 2009 • Tele Norte Leste Participacoes Sa • Radiotelephone communications
By this instrument, on one side AGÊNCIA NACIONAL DE TELECOMUNICAÇÕES – ANATEL, hereinafter referred to as ANATEL, an entity of the FEDERAL UNION, in accordance with the Federal Law No. 9.472 of July 16, 1997, General Telecommunications Law – LGT, enrolled with GCC/MF under No. 02.030.715/0001-12, herein represented by its President RONALDO MOTA SARDENBERG, Brazilian, married, identity card of the Ministry of Foreign Affairs No. 5601MRE and CPF/MF no. 075.074.884-20, together with the Director PEDRO JAIME ZILLER DE ARAÚJO, Brazilian, married, Identity Card No. 7160/D-CREA/MG and CPF/MF no. 320.408.228-87, according to approval by its Board of Directors through the Act No. 1700 of March 26, 2008, published in the Federal Gazette (Diário Oficial da União of March 28, 2008, and on the other side, TNL PCS S.A., enrolled with the CNPJ under No. 04164616/0001-59, herein represented by its President, LUIZ EDUARDO FALCO PIRES CORRÊA, Brazilian, married, engineer, bearer of Identity Card No. 605
AMENDMENT TO THE SHAREHOLDERS’ AGREEMENT OF TELEMAR PARTICIPAÇÕES S.A. AMONG AG TELECOM PARTICIPAÇÕES S.A. LUXEMBURGO PARTICIPAÇÕES S.A. LF TEL S.A. FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL AND TELEMAR PARTICIPAÇÕES S.A. AS INTERVENING CONSENTING PARTY...Shareholders' Agreement • May 4th, 2011 • Tele Norte Leste Participacoes Sa • Radiotelephone communications
