ANDDeposit Agreement • September 18th, 1998 • Tele Celular Sul Participacoes Sa • New York
AMENDMENT NO. 1 TO DEPOSIT AGREEMENTDeposit Agreement • June 26th, 2007 • Tim Participacoes Sa • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1, dated as of June , 2007 (the “Amendment”), to the Deposit Agreement dated as of June 24, 2002 (as amended hereby, the “Deposit Agreement”), among TIM Participações S.A. (fka Tele Celular Sul Participações S.A.), incorporated under the laws of Federative Republic of Brazil (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.
PERSONAL COMMUNICATION SERVICE AUTHORIZATION AGREEMENT BY AND BETWEEN AGENCIA NACIONAL DE TELECOMUNICACOES - ANATEL AND CTMR CELULAR S.A.Authorization Agreement • June 18th, 2003 • Tele Celular Sul Participacoes Sa • Telephone communications (no radiotelephone)
TELE CELULAR SUL PARTICIPAÇÕES S.A. AND JPMORGAN CHASE BANK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of June 24, 2002Deposit Agreement • June 30th, 2005 • Tim Participacoes Sa • Telephone communications (no radiotelephone) • New York
DEPOSIT AGREEMENT dated as of June 24, 2002 (the “Deposit Agreement”) among TELE CELULAR SUL PARTICIPAÇÕES S.A. and its successors (the “Company”), JPMORGAN CHASE BANK, as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The parties hereto agree as follows: 1. Certain Definitions. (a) “ADR Register” is defined in paragraph (3) of the form of ADR. (b) “ADRs” mean the American Depositary Receipts executed and delivered hereunder. ADRs may be either in physical certificated form or Direct Registration ADRs. ADRs in physical certificated form shall be substantially in the form of Exhibit A annexed hereto (the “form of ADR”). The term “Direct Registration ADR” means an ADR, the ownership of which is recorded on the Direct Registration System. References to “ADRs” shall include certificated ADRs and Direct
ContractCredit Agreement • May 1st, 2020 • Tim Participacoes Sa • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT (this “Agreement”) dated as of April 7, 2020, by and among Tim S.A., a Brazilian corporation organized under the laws of the Federative Republic of Brazil (the “Borrower”), Tim Participações S.A., a Brazilian corporation organized under the laws of the Federative Republic of Brazil (the “Guarantor”) and The Bank of Nova Scotia, as lender, a financial institution organized under the laws of Canada (the “Lender”).
CREDIT FACILITY AGREEMENT BY MEANS OF ONLENDING OF FUNDS ENTERED INTO WITH THE NATIONAL BANK FOR ECONOMIC AND SOCIAL DEVELOPMENT—BNDES FINEM TJLP/CM – 4000350-9 Name of the Financial Agents:Credit Facility Agreement • June 22nd, 2007 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
BANCO BRADESCO S.A., a financial institution headquartered in the city of Osasco, state of São Paulo, at Cidade de Deus, with Corporate Taxpayer’s ID (CNPJ) 60.746.948/0001-12, hereby represented by its undersigned representative(s);
INDEMNIFICATION AGREEMENT dated 22 September 2000 Banque Sudameris acting as Guarantor and Tele Nordeste Celular Participações S.A. acting as IndemnifierIndemnification Agreement • June 30th, 2005 • Tim Participacoes Sa • Telephone communications (no radiotelephone) • England
COUNTER INDEMNITY AGREEMENT dated 22 September 2000 Banque Sudameris acting as Guarantor and Telpe Celular S.A. acting as Borrower LINKLATERS & ALLIANCE LINKLATERS Ref: JDF/GXHCounter Indemnity Agreement • June 30th, 2005 • Tim Participacoes Sa • Telephone communications (no radiotelephone) • England
Advance DERIVATIVE AGREEMENT – SWAP No. 08L13594Derivative Agreement • June 26th, 2009 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
UNIBANCO – UNIÃO DE BANCOS BRASILEIROS S.A., headquartered in the City of São Paulo, State of São Paulo, at Avenida Eusébio Matoso, 89I, corporate taxpayer register CNPJ/MF No. 33.700.394/000I-40, represented according to its Bylaws, hereinafter simply referred to as UNIBANCO
ContractPrivate Agreement • May 14th, 2012 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
CLAUSE FIRST – CONTRACTING PARTIES – Banco do Nordeste do Brasil S.A., a mixed-economy company, with domicile in Fortaleza (CE), at Avenida Paranjana, 5,700, Passaré, registered in the CNPJ/MF under no. 07.237.373/0182-58, hereinafter called BNB, herein represented by the managers of its Fortaleza Bezerra de Menezes Branch, in this city, signing and identified at the bottom, and the company TIM NORDESTE S/A, with domicile in the city of Jabatão dos Guararapes (PE), at Avenida Ayrton Senna da Silva, 1633, Piedade, registered in the CNPJ/MF 01.009.686/0001-44, hereinafter called BORROWER, herein represented by its director signing and identified at the bottom, and in the capacity as INTERVENING GUARANTOR, TIM PARTICIPAÇÕES S.A., with domicile at Avenida das Américas, 3434, Block 01, 7th Floor, Barra da Tijuca, Rico de Janeiro, registered in the CNPJ/MF under no. 02.558.115/0001-21, herein represented by its director signing and identified at the bottom, have mutually agreed to contract w
ContractTim Participacoes Sa • June 26th, 2009 • Telephone communications (no radiotelephone)
BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL (BNDES), hereby simply referred to as BNDES, a public federal company, headquartered in Brasilia, Federal District, and with services in this city, at Avenida República do Chile No. 100, corporate taxpayer register under CNPJ No. 33.657.248/0001-89, by its undersigned representatives;
FINANCING CONTRACT UNDER CREDIT OPENING NO. 09.2.0769.1, SIGNED BETWEEN BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND TIM CELULAR S.A., WITH INTERVENING OF A THIRD PARTY, AS FOLLOWING:Financing Contract • June 30th, 2010 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES, herein referred as BNDES, a federal public company, with head office located in Brasília, Distrito Federal, and office in this City, at Avenida República do Chile no. 100, enrolled under the CNPJ no. 33.657.248/0001-89, represented by the undersigned;
SACE FACILITY AGREEMENT dated 28 November 2008 for TIM CELULAR S.A. as Borrower TIM PARTICIPAÇÕES S.A. as Guarantor and with BNP PARIBAS acting as Mandated Arranger BNP PARIBAS acting as Agent BNP PARIBAS as Original Lender and with SACE S.p.A. –...Agreement • June 26th, 2009 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
SUPPLY CONTRACTTele Celular Sul Participacoes Sa • May 20th, 2004 • Telephone communications (no radiotelephone)
TIM SUL S.A. (new company name for TELEPAR CELULAR S.A., incorporator for TELESC CELULAR S.A. and CTMR CELULAR S.A.), company in private law, with head offices at Rua Comendador Araújo, nº 299, Centro, in the City of Curitiba, State of Paraná, registered in the CNPJ sob nº 02.332.397/0001-44, henceforth individually called “TIM SUL”; and
FINANCING CONTRACT UNDER CREDIT OPENING No. 09.2.0770.1, SIGNED BETWEEN THE BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND TIM NORDESTE S.A., WITH INTERVENING OF A THIRD PARTY, AS FOLLOWING:Financing Contract • June 30th, 2010 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
THE BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES, herein referred as BNDES, a federal public company, with head office located in Brasília, Distrito Federal, and office in this City, at Avenida República do Chile No. 100, enrolled under the CNPJ No. (Tax ID No.) 33.657.248/0001-89, represented by the undersigned;
English Language SummaryCredit Agreement • April 10th, 2019 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
Credit Agreement, dated March 20, 2019, between Agência Especial de Financiamento Industrial S.A. – FINAME, an entity within the BNDES system, as lender and TIM S.A. as borrower.
English Language SummaryTim Participacoes Sa • April 15th, 2014 • Telephone communications (no radiotelephone)
Parties: TIM Celular S.A., as authorizee, and Agência Nacional de Telecomunicações (Anatel), as grantor. Date: April 3, 2013. Expiration: April 7, 2028. Purpose: Extension of authorization to use blocks of radiofrequency associated with Personal Mobile Service, without exclusivity, in the following sub-bands:
July 23, 2004 Tele Celular Sul Participações S.A. Rua Comendador Araújo 299 – 3° andar Curitiba, Paraná 80420-000 Brazil Ladies and Gentlemen:Tele Celular Sul Participacoes Sa • July 23rd, 2004 • Telephone communications (no radiotelephone)
Pursuant to the Agreement and Justification of Merger dated May 31, 2004, as amended and restated on July 19, 2004 (the “Agreement”), by and among Tele Celular Sul Participações S.A., a Brazilian corporation (“Acquiring Corporation”), and Tele Nordeste Celular Participações S.A., a Brazilian corporation (the “Company”), the Company is to merge with and into the Acquiring Corporation with the Acquiring Corporation surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
USD 100,000,000 LOAN AGREEMENT Dated 15 April 2014 between TIM Celular S.A. as the Company and KfW as the Lender Loan No.: 26408 To extend the geographical coverage and increase the capacity of the Company’s GSM and UMTS mobile broadband networksAgreement • April 15th, 2015 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
WHEREAS the Company entered into a loan agreement with the European Investment Bank dated 13 July 2012 to extend the geographical coverage and increase the capacity of the Company’s GSM and UMTS mobile broadband networks.
BNDES FINAME BNDESPAR CREDIT FACILITY AGREEMENT BY MEANS OF CREDIT FACILITY #00.2.553.3.1, EXECUTED BETWEEN NATIONAL BANK FOR ECONOMIC AND SOCIAL DEVELOPMENT – BNDES AND MAXITEL S/A AS FOLLOWS:Tim Participacoes Sa • May 16th, 2006 • Telephone communications (no radiotelephone)
THE NATIONAL BANK FOR ECONOMIC AND SOCIAL DEVELOPMENT– BNDES, hereby simply referred to as the BNDES, a company owned by the federal government, headquartered in Brasília, Federal District, and providing services in this city, at Avenida República do Chile no. 100, with corporate taxpayer’s ID (CNPJ) 33.657.248/0001-89, hereby represented by its undersigned representative(s);
AUTHORIZATION AGREEMENT PERSONAL MOBILE SERVICE – SMP REGION III SUB-RANGE D STARCEL S.A. [logo:] ANATELAuthorization Agreement • May 14th, 2012 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
This agreement is entered by and between AGÊNCIA NACIONAL DE TELECOMUNICAÇÕES - ANATEL, hereinafter referred to as ANATEL, entity part of the UNION, under the terms in Federal Law 9472 dated July 16, 1997 – General Telecommunications Law - LGT, registered with the Taxpayers’ Registry of the Ministry of Finance under no. CGC/MF 02030715/0001-12, herein represented by the Chairman of the Board of ANATEL, RENATO NAVARRO GUERREIRO, jointly with Board member LUIZ TITO CERASOLI, according to approval in Act 15442, dated March 1, 2001, published in the Official Gazette dated March 2, 2001, and STARCEL SA, registered with the Taxpayers’ Registry of the Ministry of Finance under no. CNPJ 04206050/0001-80, herein represented by its Attorney, GUGLIELMO NOYA, Italian, single, engineer, bearer of Italian Passport no. 157184, hereinafter referred to as AUTHORIZED PARTY, enter this AUTHORIZATION AGREEMENT, Anatel Process no. 53500.001361/2001 to be governed by the following sections:
stamp:] 9th INSTRUMENTS AND DOCUMENTS AMENDMENT No. 05 (DULC No. 12.2.3.6.096) TO THE REVOLVING LINE OF CREDIT FINANCING ORIGINATION AGREEMENT No. 08.2.0790.1 OF NOVEMBER 19, 2008, ENTERED INTO BY THE NATIONAL ECONOMIC AND SOCIAL DEVELOPMENT BANK...Tim Participacoes Sa • April 26th, 2013 • Telephone communications (no radiotelephone)
HE NATIONAL ECONOMIC AND SOCIAL DEVELOPMENT BANK (BNDES), herein called merely BNDES, a federal public company, with domicile in Brasília, Federal District, and services in this City, at Avenida República do Chile No. 100, registered in the CNPJ under no. 33.657.248/0001-89, through its undersigned representatives;
coat of arms] FEDERATIVE REPUBLIC OF BRAZIL STATE OF CEARÁ – JUDICIAL DISTRICT OF FORTALEZA 9TH NOTARY PUBLIC PÉRICLES JÚNIOR NOTARY OFFICE Rua André Chaves, 304 – Tel/Fax: (85) 494 9898 DEPUTY NOTARY PUBLIC: MARIA DE FÁTIMA LEITÃO CASTELO BRANCO...Credit Agreement • June 30th, 2005 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
NOTARIZED LOAN AND CREDIT AGREEMENT BY AND BETWEEN BANCO DO NORDESTE DO BRASIL S.A., HEREINAFTER BNB, AND TIM NORDESTE TELECOMUNICAÇÕES S/A, HEREINAFTER BORROWER, TO WIT:
ContractTim Participacoes Sa • May 16th, 2006 • Telephone communications (no radiotelephone)
Fifth AMENDMENT to the COOPERATION AND SUPPORT AGREEMENTCooperation and Support Agreement • May 14th, 2012 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
Telecom Italia S.p.A., an Italian corporation, with its head office located in the City of Milan, Italy, at Piazza Affari 2, 20123, registered with the Italian Register of Companies under number 00488410010 (hereinafter referred to as “TI”),
AMENDMENT N. 01 TO THE MASTER TERM LOAN CREDIT FACILITY AGREEMENT DATED AS OF AUGUST 26, 2005.Credit Facility Agreement • June 26th, 2009 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
SECOND AMENDMENT TO THE COOPERATION AND SUPPORT AGREEMENT BETWEEN TELECOM ITALIA S.p.A. AND TIM CELULAR S.A., TIM NORDESTE S.A. AND TIM PARTICIPAÇÕES S.A.Cooperation and Support Agreement • June 26th, 2009 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
This second amendment to the Cooperation and Support Agreement (the “Second Amendment”) is made this 22nd day of April 2009 by and between:
USD 150,000,000 LOAN AGREEMENT Dated 23 December 2015 between TIM Celular S.A. as the Borrower KfW IPEX-Bank GmbH as Facility Agent and Finnish Export Credit Ltd. as the Lender Loan No.: 27441 Relating to a Finnvera covered loan for equipment and...Agreement • April 14th, 2016 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
Advance: Each amount which – as the context requires – is to be made available out of the Facility or has been made available out of the Facility and remains outstanding (irrespective of whether this amount constitutes the whole or only part of the Facility).
English Language SummaryCredit Agreement • May 1st, 2020 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
On January 31, 2020, TIM S.A. entered into a credit agreement, or the Credit Agreement, with an aggregate principal amount of R$752.5 million with Banco do Nordeste do Brasil S.A., or BNB to be disbursed in tranches. This credit agreement will be monetarily adjusted by the IPCA rate with one portion (R$325.1 million) bearing interest at 1.4386% and the remaining portion (R$427.4 million) bearing interest at 1.7582%. There is a 15% compliance bonus reduction of the interest rates percentages in case of compliance with certain covenants.
By this private instrument, the Parties hereunder:Tele Celular Sul Participacoes Sa • June 9th, 2004 • Telephone communications (no radiotelephone)
TELE CELULAR SUL PARTICIPAÇÕES S.A., a corporation with head office at Rua Comendador Araújo nº 299, 3º andar, Curitiba, Paraná, registered with CNPJ/MF Corporate Taxpayer Roll under nº 02.332.397/0001-44, represented herein pursuant to its by-laws (hereinafter referred to simply as “TSU” or “Merging Company”);
DERIVATIVE CONTRACT - SWAP N°09F00018126Derivative Contract • June 30th, 2010 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
UNIBANCO - UNIÃO DE BANCOS BRASILEIROS S.A., headquartered in São Paulo, State of São Paulo, Eusébio Matoso Av., 891, registered in CNPJ/MF under the Tax ID No. 33.700.394/0001-40, represented in the social statute, hereinafter called simply UNIBANCO.
English Language SummaryCredit Agreement • April 10th, 2019 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
Credit Agreement, dated as of May 2, 2018, between BNDES, the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), as lender and TIM Celular S.A. (now TIM S.A.) as borrower, and TIM Participações S.A. as guarantor.
Foreign Loan Onlending AgreementForeign Loan Onlending Agreement • May 16th, 2006 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
The Parties have decided to enter into this Foreign Loan Onlending Agreement (“Agreement”), under Resolution No. 2770 issued by the National Monetary Council, pursuant to the following terms and conditions:
CREDIT FACILITY AGREEMENT BY MEANS OF CREDIT FACILITY #05.2.0883.1, EXECUTED BETWEEN THE NATIONAL BANK FOR ECONOMIC AND SOCIAL DEVELOPMENT –BNDES AND TIM CELULAR S.A., AS FOLLOWS:Credit Facility Agreement • May 16th, 2006 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
NATIONAL BANK FOR ECONOMIC AND SOCIAL DEVELOPMENT – BNDES, hereinafter simply referred to as BNDES, federal government-held company, headquartered in Brasília, Federal District, and services in this city, at Avenida República do Chile, 100, with Corporate Taxpayer’s ID (CNPJ) 33.657.248/0001 -89, by its representatives undersigned hereinbelow:
Facility AgreementFacility Agreement • April 15th, 2014 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
FACILITY AGREEMENT Reference number TIMLAFILT to Master Loan Agreement Reference No. TIMLALT (the “Master”), is entered Into as of the date August 26, 2013 (the Effective Date )
