exhibit04_4.htm - Generated by SEC Publisher for SEC Filing



Exhibit 4.4


 


English Language Summary


 


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.


 


On March 20, 2019,
TIM S.A., or TIM, entered into a credit agreement, or the Credit Agreement,
with an aggregate principal amount of R$390 million with the Special Industrial
Financing Agency of the BNDES (Agência Especial de Financiamento Industrial
S.A.), or FINAME, a subsidiary of the Brazilian Development Bank (Banco
Nacional de Desenvolvimento Econômico e Social), or BNDES.  TIM
Participações S.A., or TIM Participações, is guarantor under the Credit Agreement,
jointly and severally liable for TIM’s obligations.


The principal
amount of the credit line is R$390 million, or the Credit Line and each
installment shall be considered a Sub-Credit Line with its own grace periods,
amortization periods and total financing periods. The principal amounts of each
Credit Lines are subject to an interest rate composed of (1) cumulative
variation of IPCA, accrued pro rata temporis; (2) fixed interest rate of
2.84% per year; and (3) FINAME spread. 


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 compliance with contractual
obligations under agreements executed with the BNDES group.  


The availability
period of the Credit Line is 24 months from the execution of the Credit
Agreement. The amounts disbursement under the Credit Line shall be paid in
monthly installments, being the first one due on the 15th day of the
first month immediately following the respective grace period.


In order to guarantee
the obligations assumed under the Credit Agreement, TIM pledges to BNDES credit
rights owed by TIM under: (1) the payment of invoices by its users under the
following services: (a) online recharge for financial agents; and (b) “pós-express”;
and (2) the centralizing account and the retention account. The pledge granted
by TIM shall guarantee such company’s obligations under the Credit Agreements
Nos. 08.2.0790.1, 13.2.1372.1, 15.2.0825.1 and 17.2.0772.1, all executed with
BNDES.


The Credit Line
must be used exclusively for the acquisition of new machines, equipment,
industrial systems, components and automation and computer goods manufactured
in Brazil, accredited by the BNDES.


The Credit
Agreement contains standard positive and negative covenants.  For example, TIM
undertakes not to make improper payments (i.e., bribes) and not to
execute contracts with cross-default obligations in connection with contracts
entered into by Telecom Italia S.p.A.


In case of
default of any financial obligation, TIM will be subject to a penalty of up to
3%. In case of default of any non-financial obligation, TIM will be subject to
a penalty of 1%.


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 in connection with slave or
child labor or crimes against the environment; (iii) there is a change of
control of TIM or other corporate reorganization without BNDES prior consent; (iv)
certain obligations set forth in the Credit Agreement are not complied with; or
(v) TIM uses the funds for purposes other than those set forth in the Credit
Agreement.