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
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
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...Loan and 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:
PRIVATE AGREEMENT FOR THE ESTABLISHMENT OF GUARANTEES AND OTHER COVENANTS The parties to this agreement are:Guaranty Agreement • June 30th, 2005 • Tim Participacoes Sa • Telephone communications (no radiotelephone)
A – BANCO BRADESCO S.A., headquartered in Cidade de Deus, Municipality and Jurisdictional District of Osasco, state of São Paulo, [Brazil], federal tax registry number at the Ministry of Finance CNPJ/MF 60.746.948/0001 -12, hereinbelow referred to as the GUARANTOR;
