VIVO PARTICIPAÇÕES S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of November 2, 1998 As Further Amended and Restated as of July 28, 2008Deposit Agreement • April 23rd, 2009 • Vivo Participacoes S.A. • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of November 2, 1998, as further amended and restated as of July 28, 2008, among VIVO PARTICIPAÇÕES S.A., a sociedade anômima (a corporation) organized under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.
CHAPTER IAuthorization Agreement • June 30th, 2004 • Telesp Cellular Holding Co /Adr/ • Telephone communications (no radiotelephone)
EXHIBIT 4.6 FORM OF RIGHTS AGENCY AGREEMENT RIGHTS AGENCY AGREEMENT (this "Agreement"), dated as of November __, 2004, between TELESP CELULAR PARTICIPACOES S.A. (the "Company"), a Brazilian corporation, and THE BANK OF NEW YORK, a New York banking...Rights Agency Agreement • November 9th, 2004 • Telesp Cellular Holding Co /Adr/ • Telephone communications (no radiotelephone) • New York
September 17, 2004 Telesp Celular Participações S.A. Arcadio Martinez, Gilmar Camurra, Ademir Mallmann Portugal Telecom Shakhaf Wine Telefónica Móviles Ernesto López Mozo Dear Sirs:Loan Agreement • September 21st, 2004 • Telesp Cellular Holding Co /Adr/ • Telephone communications (no radiotelephone)
Banco ABN AMRO Real S.A. (“ABN AMRO”) is pleased to provide this commitment to grant Telesp Celular Participações SA (“TCP” or the “Borrower”) with an up to BRL 902,000,000 loan (“Loan”) in connection with TCP’s acquisition of shares of Tele Centro Oeste Celular Participações S.A. (“TCO”). It is our understanding that the Loan is necessary to provide TCP with immediate funds to liquidate the recently announced tender offer for up to 84.3 billion preferred shares of TCO.
STOCK PURCHASE AGREEMENT by and among VIVO PARTICIPAÇÕES S.A. and TELEMAR NORTE LESTE S.A. Dated as of December 20, 2007Stock Purchase Agreement • April 8th, 2008 • Vivo Participacoes S.A. • Telephone communications (no radiotelephone)
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth, the Parties agree as follows:
Agreement of Joint FilingJoint Filing Agreement • July 16th, 2003 • Telesp Cellular Holding Co /Adr/ • American depositary receipts
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
Agreement among Vivo Participações S.A., Ericsson and Huawei—English summary.Network Deployment Agreement • May 3rd, 2007 • Vivo Participacoes S.A. • Telephone communications (no radiotelephone)
In August 2006, we began installing a new network based on GSM/GPRS/EDGE technology, with a core dual 2G/3G and 2G access, which will be superimposed onto the current CDMA network of Vivo, with completion scheduled for December 31, 2010. Such implementation includes acquiring all the hardware, software and engineering services necessary as well as installation, configuration, integration, testing, activation and temporary operation of the respective elements. The contracts also include the SW updates and the furnishing of the new features, guarantees, support and management, as well as O&M and integration with the network system management, the interaction capability of the networks to function with other operators and integrating with the service platforms. The total cost of this new network is R$1,089 million.
ContractShare Sale and Purchase Agreement • May 3rd, 2007 • Vivo Participacoes S.A. • Telephone communications (no radiotelephone)
Agreement between Telesp Celular Participações S.A. and Fixcel S.A. dated as of April 25, 2003 for the acquisition of 64.03% of the voting capital stock of Tele Centro Oeste Celular Participações S.A. —English Summary
AUTHORIZATION AGREEMENT PVCP/SPV # 012/2002-ANATELAuthorization Agreement for Personal Mobile Service • January 24th, 2006 • Telesp Cellular Holding Co /Adr/ • Telephone communications (no radiotelephone)
By this agreement, on one side AGÊNCIA NACIONAL DE TELECOMUNICAÇÕES—ANATEL, hereinafter referred to as ANATEL, a FEDERAL GOVERNMENT regulatory agency, under the terms of the General Telecommunications Law—LGT (Federal Law No. 9,472, dated July 16, 1997), enrolled in the General Taxpayer’s ID (CGC/MF) under No. 02.030.715/0001-12, herein represented by the Chairman of its Direction Board (Conselho Diretor), Mr. LUIZ GUILHERME SCHYMURA DE OLIVEIRA and its Board member Mr. LUIZ TITO CERASOLI and, on the other side Celular CRT S.A., enrolled in the Corporate Taxpayer’s ID (CNPJ) under No. 02.603.554/0001-09, herein represented by its Executive Vice President, Mr. PAULO CESAR PEREIRA TEIXEIRA, Brazilian, married, engineer, identity card (Cédula de Identidade—R.G.) No. 301.540.175-9 (SSP/RS) and its Vice President for Planning and Coordination, Mr. JOSÉ CARLOS DE LA ROSA GUARDIOLA, Spanish, divorced, engineer, alien registration card (Cédula de Identidade para Estrangeiros—RNE) No. V271593-8
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 19th, 2003 • Telesp Cellular Holding Co /Adr/ • Telephone communications (no radiotelephone)
CNPJ under number 02.792.099/0001-37, herein represented by its Vice-President Director, Antonio Roberto Beldi, Brazilian, married, engineer, holder of identification card nº 4.169.337 SSP-SP and registered with the CPF/MF under number 618.760.038-04, domiciled in the City of Sorocaba, State of São Paulo, with offices at Av. Juscelino Kubitschek de Oliveira, 154, Bairro Lageado, in the City of Votorantim, State of São Paulo (hereinafter “CP”); and
THE BANK OF NEW YORKDeposit Agreement • July 14th, 2008 • Vivo Participacoes S.A. • Telephone communications (no radiotelephone)
Deposit Agreement dated as of November 2, 1998 (the “Deposit Agreement”) by and among Telesp Celular Participações S.A., now known as Vivo Participações S.A., (the “Company”), The Bank of New York, as Depositary, and the Owners of American Depositary Receipts issued thereunder
