AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of ___________, 2009Deposit Agreement • September 4th, 2009 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
Amendment No. 1 to Deposit AgreementDeposit Agreement • May 16th, 2007 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 16th, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
Brasil Telecom S.A. a corporation organized under the laws of the Federative Republic of Brazil (the "Company") proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding 9.375% Notes due 2014 (the "Old Notes") for its 9.375% Notes due 2014 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated [ ] (the "Prospectus"), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the "Notes".
ContractExchange Agreement • September 17th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Temporary Voting Agreement • March 12th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
THE BANK OF NEW YORK MELLON Depositary Receipts DivisionDeposit Agreement • September 4th, 2009 • Brasil Telecom Sa • Telephone communications (no radiotelephone)
Re: Deposit Agreement (relating to common shares) dated as of September , 2009 (the “Common Deposit Agreement”) among Brasil Telecom S.A. (the “Company”), The Bank of New York Mellon, as depositary (the “Depositary”, and all Owners and Holders from time to time of American Depositary Shares issued thereunder and Amended and Restated Deposit Agreement (relating to preferred shares) dated as of September , 2009 (the “Preferred Deposit Agreement” and, together with the Common Deposit Agreement, the “Deposit Agreements”) among the Company, the Depositary and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
Facility AgreementFacility Agreement • October 26th, 2020 • OI S.A. - In Judicial Reorganization • Telephone communications (no radiotelephone)
ANDDeposit Agreement • May 16th, 2007 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of February 17, 2004, between (i) Brasil Telecom S.A. (the “Issuer”), a sociedade anônima organized under the laws of the Federative Republic of Brazil (“Brazil”) and (ii) Citigroup Global Markets Inc. as the Initial Purchaser (as defined below) of U.S.$ 200,000,000 of the Issuer's 9.375% Notes due 2014 (the “Notes”). Terms not otherwise defined herein are used as defined in the Indenture (as defined below).
AGREEMENT PBOA/SPB No. 116/2006 – ANATELAgreement for Concession of Switched Fixed Telephony Service • July 13th, 2009 • Brasil Telecom Sa • Telephone communications (no radiotelephone)
By this agreement, the first party Agência Nacional de Telecomunicações , that is, the National Telecommunications Agency, hereinafter referred to as Anatel, an entity which is an integral part of the Brazilian Federal Government, and pursuant to Federal Law No. 9,472, of July 16, 1997, The General Telecommunications Law (LGT), responsible for exercising the Granting Power, hereby represented by its Deputy President Mr. PLINIO DE AGUIAR JÚNIOR , Brazilian, married, an engineer, holder of Identity Card (CI) No. 1.818.065 -IFP-RJ and enrolled with the Ministry of Finance’s Individual Taxpayers’ Registry (CPF/MF) under No. 025.211.057 -91, together with Board Member Mr. LUIZ ALBERTO DA SILVA , Brazilian, married, a lawyer, holder of Identity Card (CI) No. 322.597 SSP-DF, and enrolled with the Ministry of Finance’s Individual Taxpayers’ Registry (CPF/MF) under No. 001.265 -785-72, and, the second party BRASIL TELECOM S.A ., enrolled under Ministry of Finance’s Corporate Taxpayers’ Identifi
MERGER AGREEMENT entered into by and among, inter alia, on the one side, TIM INTERNATIONAL N.V. and, on the other side, BRASIL TELECOM S.A. dated as of APRIL 28th, 2005Merger Agreement • June 15th, 2005 • Brasil Telecom Sa • Telephone communications (no radiotelephone)
This MERGER AGREEMENT (this “Agreement”) is entered into on this 28th day of April, 2005, in the City of São Paulo, State of São Paulo, Brazil, by and among, on the one side,
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Subscription Agreement • March 12th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
Now, Therefore, the Parties resolve to enter into this Subscription Agreement for Shares pf Capital Stock Issued by Oi (“Agreement”), which shall be governed by the provisions described below:
INSURANCE TRUST AGREEMENT BRASIL TELECOM S.A., as Issuer and THE BANK OF NEW YORK, as Insurance Trustee for the benefit of the holders from time to time of Dated as of February 17, 2004Insurance Trust Agreement • June 23rd, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
INSURANCE TRUST AGREEMENT (the “Agreement”) dated as of February 17, 2004 between Brasil Telecom S.A. (the “Issuer”), a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil, and The Bank of New York, a New York banking corporation, as trustee (the “Insurance Trustee”).
INDENTURE among BRASIL TELECOM S.A., as Issuer, THE BANK OF NEW YORK, as Indenture Trustee, Insurance Trustee, Registrar, New York Paying Agent and Authentication and Transfer Agent, THE BANK OF NEW YORK (LUXEMBOURG) S.A., as Luxembourg Listing and...Indenture • June 23rd, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
INDEMNITY AGREEMENT Dated March 24, 2004 among BRASIL TELECOM S.A. as Borrower and JAPAN BANK FOR INTERNATIONAL COOPERATION as Guarantor SUMITOMO MITSUI BANKING CORPORATION as Collection Agent in respect of the Loan Agreement among BRASIL TELECOM S.A....Indemnity Agreement • June 23rd, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone)
ContractShareholders Agreement • September 17th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
ContractShareholders Agreement • September 17th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Shareholders Agreement • February 28th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Shareholders Agreement • February 28th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
ContractShareholders Agreement • September 17th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
ContractTemporary Voting Agreement • September 17th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
SHAREHOLDERS AGREEMENT BY AND AMONG ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA. AND BRATEL BRASIL S.A. AND AS INTERVENING PARTIES PASA PARTICIPAÇÕES S.A. AG TELECOM PARTICIPAÇÕES S.A. LUXEMBURGO PARTICIPAÇÕES S.A. LA FONTE TELECOM S.A. EDSP75...Shareholders Agreement • April 27th, 2012 • Oi S.A. • Telephone communications (no radiotelephone)
NOW, THEREFORE, the Parties agree to execute this Private Instrument of Shareholders Agreement of the Company (“AG Shareholders Agreement”), which shall be governed by the following clauses and conditions:
LOAN AGREEMENT dated as of March 24, 2004 between Brasil Telecom S.A., as Borrower and The financial institutions listed on Annex D hereto, as LENDERS and Sumitomo Mitsui Banking Corporation, as Agent and Collection AgentLoan Agreement • June 23rd, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Shareholders Agreement • February 28th, 2014 • Oi S.A. • Telephone communications (no radiotelephone)
2nd Amendment to the Shareholders’ Agreement consolidated on August 27, 2002Shareholder Agreement • June 15th, 2005 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • Vargas
By this 2nd Amendment to the Shareholders’ Agreement consolidated on August 27, 2002 (this “Amendment”) entered into on 28 of April 2005, in the City and State of Rio de Janeiro, by and between,
Oi. S.A. Underwriting and Placement AgreementUnderwriting and Placement Agreement • April 30th, 2014 • Oi S.A. • Telephone communications (no radiotelephone) • New York
Oi S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), proposes to sell to the several international underwriters named in Schedule I hereto (the “International Underwriters”), for whom you (the “Representatives”) are acting as representatives, 396,589,982 shares of common stock (ações ordinárias), no par value (“Common Shares”) of the Company and 828,881,795 shares of preferred stock (ações preferenciais), no par value (“Preferred Shares” and, together with the Common Shares, the “Shares”), in each case all of which shall be deposited pursuant to the ADS Deposit Agreements, as defined below, and delivered in the form of American Depositary Shares (the “Firm ADSs”). American Depositary Shares representing Common Shares are herein referred to as “Common ADSs,” American Depositary Shares representing Preferred Shares are herein referred to as “Preferred ADSs.” The Firm ADSs and the Option ADSs (as defined below) are her
SHAREHOLDERS AGREEMENT BY AND AMONG LA FONTE TELECOM S.A. AND BRATEL BRASIL S.A. AND AS INTERVENING PARTIES EDSP75 PARTICIPAÇÕES S.A. LF TEL S.A. PASA PARTICIPAÇÕES S.A. ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA. AG TELECOM PARTICIPAÇÕES S.A. LUXEMBURGO...Shareholders Agreement • April 27th, 2012 • Oi S.A. • Telephone communications (no radiotelephone)
NOW, THEREFORE, the Parties agree to execute this Private Instrument of Shareholders Agreement of the Company (“LF Shareholders Agreement”), which shall be governed by the following clauses and conditions:
COMPANY SUPPORT AGREEMENT OPIC CONTRACT OF INSURANCE NO. F431 (BRAZIL) between OVERSEAS PRIVATE INVESTMENT CORPORATION and BRASIL TELECOM S.A. Dated as of February 17, 2004Company Support Agreement • June 23rd, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
ADDENDUM NO. 3 TO LOAN AGREEMENT BY EXTENSION OF CREDIT No. 04.2.559.3.1, OF AUGUST 13, 2004, MADE BY BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND BRASIL TELECOM S.A, WITH THIRD PARTY INTERVENTION, AS FOLLOWS:Loan Agreement • August 31st, 2009 • Brasil Telecom Sa • Telephone communications (no radiotelephone)
BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES, hereby referred to simply as BNDES, a federal publicly held company, headquartered in Brasilia, Federal District, and with services in this City, at Avenida República do Chile No. 100, corporate taxpayer register CNPJ No. 33.657.248/0001-89, by its undersigned representatives;
ADDENDUM NO. 2 TO THE LOAN AGREEMENT BY EXTENSION OF CREDIT No. 04.2.559.3.1, OF AUGUST 13, 2004 MADE BY BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES AND BRASIL TELECOM S.A., WITH THIRD PARTY INTERVENTION, AS FOLLOWS:Loan Agreement • August 31st, 2009 • Brasil Telecom Sa • Telephone communications (no radiotelephone)
BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES, herewith referred to simply as BNDES, a federal public company, headquartered in Brasilia, Federal District, and with services in this city, at Avenida República do Chile No. 100, CNPJ No. 33.657.248/0001-89, by its undersigned representatives;
AMENDMENT NO. 1 TO SUBSCRIPTION AND COMMITMENT AGREEMENTSubscription and Commitment Agreement • October 4th, 2018 • OI S.A. - In Judicial Reorganization • Telephone communications (no radiotelephone) • New York
This Amendment No. 1 (this “Amendment”), dated as of July 13, 2018, (the “Effective Date”), to the Subscription and Commitment Agreement, dated as of December 19, 2017, by and among Oi S.A. – In Judicial Reorganization (the “Company”) and the other parties thereto (as amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Original Agreement”), is entered into by and among the Company and the other parties hereto pursuant to and in accordance with Section 13 of the Original Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 13th, 2012 • Oi S.A. • Telephone communications (no radiotelephone)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
ContractShare Purchase Agreement • October 26th, 2020 • OI S.A. - In Judicial Reorganization • Telephone communications (no radiotelephone)
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.
ADDENDUM NO. 1 TO THE CONTRACT OF ASSIGNMENT OF REVENUE AND OTHER COVENANTS, ATTACHMENT II TO THE LOAN AGREEMENT BY EXTENSION OF CREDIT NO. 04.2.559.3.1, OF AUGUST 13, 2004, MADE BY AND BETWEEN BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL -...Contract of Assignment of Revenue and Other Covenants • August 31st, 2009 • Brasil Telecom Sa • Telephone communications (no radiotelephone)
BRASIL TELECOM, hereinafter referred to as BRASIL TELECOM, a corporation, headquartered in the Federal District, Brasilia, SIA SUL - ASP - LOTE D - BLOCO B, with corporate taxpayer register under CNPJ No. 76.535.764/0001-43, by its undersigned representatives;
AMENDMENT NO. 3 TO SUBSCRIPTION AND COMMITMENT AGREEMENTSubscription and Commitment Agreement • December 11th, 2018 • OI S.A. - In Judicial Reorganization • Telephone communications (no radiotelephone) • New York
This Amendment No. 3 (this “Amendment”) dated December 10, 2018, to the Subscription and Commitment Agreement, dated as of December 19, 2017, by and among Oi S.A. – In Judicial Reorganization (the “Company”) and the other parties thereto, as amended from time to time (the “Commitment Agreement”) is entered into by and among the Company and the other parties hereto pursuant to and in accordance with Section 13(b) of the Commitment Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Commitment Agreement.
