exhibit04_3.htm - Generated by SEC Publisher for SEC Filing



Exhibit 4.3


 


English Language Summary


 


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.


 


On May 2, 2018, TIM
Celular S.A., or TIM Celular, entered into a credit agreement, or the Credit
Agreement, with an aggregate principal amount of R$1.5 billion with the
Brazilian Development Bank (Banco Nacional de Desenvolvimento Econômico e
Social), or BNDES.  TIM Participações S.A., or TIM Participações, is a
guarantor under the Credit Agreement, jointly and severally liable for TIM
Celular’s obligations.


The principal
amount is split into three credit lines, or, collectively, the Credit Lines, with
equal interest rates and tenors: (1) Credit Line A, in an amount of R$1.09 billion;
(2) Credit Line B, in an amount of R$390 million; and (3) Credit Line C, in an
amount of R$20 million. The principal amount of each of the Credit Lines is
subject to an interest rate of 1.95% over the TJLP rate.


In addition to
other standard sections, certain conditions precedent as set forth in the
Credit Agreement must be met for the funds to be released, including the
execution of the fiduciary assignment agreement and the payment of R$4.5
million commission to BNDES.  


The availability
period of the Credit Lines will be of 27 months from the execution of the
Credit Agreement. The principal amount of the debt should be paid in 60 monthly
installments, being the first due on September 15, 2020 and the last one due on
August 15, 2025. 


In order to
guarantee the obligations assumed under the Credit Agreement, TIM Celular
pledges to BNDES credit rights owed by TIM Celular under: (1) the payment of
invoices by its users under postpaid mobile telecommunication services rendered
by TIM Celular; and (2) the centralizing account and the retention account. The
pledge granted by TIM Celular shall guarantee such company’s obligations under
the Credit Agreements Nos. 08.2.0790.1, 13.2.1372.1 and 15.2.0825.1, all
executed with BNDES.


Each Credit Line
must be used for certain purposes as set forth in the Credit Agreement.  Credit
Line A must be used to support TIM Celular’s investment plan for the years of
2017 to 2019 through the acquisition of materials, as well as to invest in engineering
services and information technology (IT) systems. Credit Line B must be used
for the acquisition of national equipment under TIM Celular’s investment plan. 
Credit Line C must be used in investments in social projects within the
community.


The Credit
Agreement contains standard positive and negative covenants.  For example, TIM
Celular undertakes to complete the financed project in 27 months and not to
execute agreements that contain cross-default obligations in connection with
agreements executed by Telecom Italia S.p.A.


Among others, any
of the following would constitute an event of default during the term of the
Credit Agreement, for which BNDES may require acceleration of the maturity date
and repayment: (i) certain negative covenants are not complied with; (ii) there
is a final, non-appealable judgment against TIM Celular in connection with slave
or child labor or crimes against the environment; (iii) there is a change of
control of TIM Celular or other corporate reorganization without BNDES prior
consent; (iv) certain obligations set forth in the Credit Agreement are not
complied with; or (v) TIM Celular uses the funds for purposes other than those
set forth in the Credit Agreement.