Credit Agreement , dated as of June 28, 2004



 Exhibit 4.29 
 FEDERATIVE REPUBLIC OF BRAZIL 
 STATE OF CEARÁ 
 FORTALEZA JUDICIAL DISTRICT 
 PÉRICLES JÚNIOR NOTARY’S OFFICE

 9th
NOTARY PUBLIC 
 PÉRICLES CASTELO BRANCO JÚNIOR 
 REGISTRAR 
 RUA ANDRÉ CHAVES, 304 – MONTESE – TELEPHONE (55 85) 494.9898 – FORTALEZA
– CEARÁ 
 NOTARY PUBLIC 
 Registrar: Péricles Castelo Branco Júnior 
 Alternates: Maria de Fátima
Leitão Castelo Branco 
 Fabiola Regina Vasconcelos Pinto 
 TYPE OF CONTRACT 
 Public Deed of Financing by means of Public Deed of Credit Facility 
 GRANTED/ BUYER(S) 
 Maxitel S.A. 
 GRANTOR(S)/ SELLER(S) 
 Banco do Nordeste do Brasil S.A. 
 REAL ESTATE(S) CONTEMPLATED BY THIS DEED / CONTRACT 
 See Deed attached hereto 
 CLERK 
 Lacerda 
 DATE OF ACT 
 June 28, 2004 
 INDICATIONS 
 Book: 089 Pages: 037/039 
 AMOUNT OF CONTRACT 
 R$ 








			
	PÉRICLES JÚNIOR NOTARY’S OFFICE	  	RECEIPT

  

			
	 9th Notary Public
 Corporate Taxpayer’s ID: 00.204.751/0001-20
 Rua André Chaves, 304 – Montese
 Telephone (55 85) 494.9898 – Fortaleza
– Ceará
	 	

 I received from MAXITEL S/A, the amount of: ONE THOUSAND, ONE HUNDRED AND THIRTY REAIS. 
  

				
	 Deed (FEES) R$
	  	R$	 1,467.42
		  	 	 
	 FERMOJU
	  	R$	76.16
		  	 	 
	 ACM
	  	R$	3.81
		  	 	 
	 FERC
	  	R$	5.30
		  	 	 
	 DISTRIBUTION NOTARY’S OFFICE FEE
	  	R$	10.00
		  	 	 
	 Total
	  	R$	1,562.71
		  	 	 
	 DISCOUNT
	  	R$	432.71
		  	 	 
		  	 	1,130.00
		  	 	 

 Fortaleza, June 28, 2004 
 Bachelor Péricles Castelo Branco Júnior 
 Registrar 







 BOOK: 089 PAGE: 037 
 FEDERATIVE REPUBLIC OF BRAZIL 
 STATE OF CEARÁ - FORTALEZA JUDICIAL DISTRICT 

9th NOTARY PUBLIC

 PÉRICLES JÚNIOR NOTARY’S OFFICE 
 Rua André Chaves, 304 – Telephone / Fax (55 85) 494.9898 
 Bachelor Péricles Castelo
Branco Júnior 
 Alternate: Maria de Fátima Leitão Castelo Branco 
  

			
		 	PUBLIC DEED OF FINANCING AND OPENING OF CREDIT FACILITY, EXECUTED BETWEEN BANCO DO NORDESTE DO BRASIL S.A., HEREINAFTER SIMPLY REFERRED TO AS BNB AND MAXITEL S/A, SIMPLY HEREIN REFERRED TO
AS DEBTOR, AS FOLLOWS:

 On the twenty-eight (28) of June, two thousand and four (2004), in this city of Fortaleza, capital city of
the state of Ceará, Federative Republic of Brazil, and at this Ninth Notary Public, installed at Rua André Chaves, 304, Bairro Montese, I draw up this deed, and there appeared before me: as creditor, BANCO DO NORDESTE DO BRASIL
S.A., a mixed corporation, headquartered in the city of Fortaleza, Ceará, at Avenida Paranjana, 5700, Passaré, with Corporate Taxpayer’s ID (CNPJ/MF) 07.237.373/0182 -58, hereinafter simply referred to as BNB, herein
represented by the managers of Metro Bezerra de Menezes Branch, at this venue, respectively, Mrs. ALICE MARIA DE MIRANDA MENESCAL, General Manager, Brazilian citizen, married, bank employee, Individual Taxpayer’s ID (CPF)
141.076.193 -20 and identity card 527279 SSP-CE, resident and domiciled at Rua André Dall’olio, 471, Bairro Papicu, in the city of Fortaleza, state of Ceará, and Mr. CARLOS AUGUSTO COSTA BARRETO, Business Manager,
Brazilian citizen, married, bank employee, Individual Taxpayer’s ID (CPF) 243.695.433 -04 and identity card 71914083 SPSP-CE, resident and domiciled at Rua Santa Catarina, 386, Bairro Pan Americano, in the city of Fortaleza, state of
Ceará; and on the other hand as DEBTOR, the company MAXITEL S/A, headquartered in the city of Belo Horizonte, state of Minas Gerais, at Av. Raja Gabaglia, 1.781, Ljs 1e2, 1a7, Bairro Luxemburgo, with Corporate Taxpayer’s ID
(CNPJ/MF) 01.009.686/0001 -44, herein represented by its attorneys-in-fact, Mr. Paulo Guilherme Autran Seidel, Brazilian citizen, separated, economist, identity card 07832870-5 of IFP, Individual Taxpayer’s ID (CPF) 836.230.357 -34;
Mr. Marcel Abílio Belo de Andrade, Brazilian citizen, married, business administrator, identity card 4220704 SSP-PE, Individual Taxpayer’s ID (CPF) 793.101.174 -00 and Mr. Waldir Urbano Kesseli, Brazilian citizen, married,
economist, identity card 1440573-9 PR, Individual Taxpayer’s ID (CPF) 357.679.019 -53, all of them with commercial address at Av. das Américas, 3434, 2o e 6o andares, bloco I, Barra da Tijuca, Rio de Janeiro-RJ,
empowered by public instrument of power of attorney registered in the book SB844, page 109, of the 24th Notary
Public of Rio de Janeiro-RJ Judicial District. I hereby certify their identity and legal capacity. The parties told me, consistently and successively, that BNB and DEBTOR agreed upon the granting of loan by means of opening of credit facility,
according to the following clauses and conditions: CLAUSE ONE – AMOUNT, TYPE AND PURPOSE OF THE FINANCING – By this instrument of credit, BNB hereby grants the DEBTOR, a loan to be disbursed in local currency, at the amount of
ninety-nine million, eight hundred, fifty-six thousand, two hundred, eighty-one reais and sixty-two centavos (R$ 99,856,281.62) , corresponding to a financing with funds from the FUNDO CONSTITUCIONAL DE FINANCIAMENTO DO NORDESTE – FNE
– SERVIÇOS (Constitutional Fund for Financing of the Northeast – FNE – Services), for the expansion and 







 upgrade of the mobile telephony network of the states of Bahia, Sergipe and Minas Gerais, employing the digital
technology named as GSM (Global System for Mobile Communication), with investments in equipment, credit granted for application, according to PARAGRAPH ONE –BUDGET of this present clause. PARAGRAPH ONE – BUDGET:  
  

									
	 Description
	  	Quantity	  	Own resources	  	FNE –SERVIÇOS	  	Total
	 Machinery / Equipment
	  		  	198,718,777.18	  	99,856,281.62	  	298,575,058.80
	 BTS (Base Transceiver Station) – (Year 1) – Semi-arid
	  	43	  	5,623,966.13	  	13,999,083.87	  	19,623,050.00
	 BTS (Base Transerver Station) – (Year 1) – Outside the Semi-arid
	  	155	  	17,034,443.58	  	42,401,856.42	  	59,436,300.00
	 BTS (Base Transerver Station) – (Year 2) – Outside the Semi-arid
	  	55	  	23,002,100.00	  	0.00	  	23,002,100.00
	 BTS (Base Transerver Station) – (Year 3) – Outside the Semi-arid
	  	42	  	29,502,900.00	  	0.00	  	29,502,900.00
	 BTS (Base Transerver Station) – (Year 2) – Outside the Semi-arid
	  	156	  	59,819,728.80	  	0.00	  	59,819,728.80
	 BSC (Base Station Controller) – (Year 1)
	  	3	  	8,718,948.07	  	21,703,061.93	  	30,422,010.00
	 MSC (Mobile Service Switch Center) – (Year 1)
	  	1	  	8,738,720.60	  	21,752,279.40	  	30,491,000.00
	 MSC (Mobile Service Switch Center) – (Year 2)
	  	1	  	10,813,000.00	  	0.00	  	10,813,000.00
	 BTS (Base Transerver Station) – (Year 2) – Semi-arid
	  	14	  	5,855,080.00	  	0.00	  	5,855,080.00
	 BSC (Base Station Controller) – (Year 2)
	  	1	  	3,628,000.00	  	0.00	  	3,628,000.00
	 BTS (Base Transerver Station) – (Year 3) – Semi-arid
	  	23	  	16,155,890.00	  	0.00	  	16,155,890.00
	 BSC (Base Station Controller) – (Year 3)
	  	1	  	5,309,000.00	  	0.00	  	5,309,000.00
	 MSC (Mobile Service Switch Center) – (Year 3)
	  	1	  	4,517,000.00	  	0.00	  	4,517,000.00
	 TOTAL
	  		  	198,718,777.18	  	99,856,281.62	  	298,575,058.80

 PARAGRAPH TWO – For the correct application of the BONUS FOR FULL PERFORMANCE provided for in CLAUSE
EIGHT – BONUS FOR FULL PERFORMANCE ON FNE CHARGES, two sub-credits shall be created, with the amount of credit granted by BNB, as follows: eighty five million, eight hundred, fifty-seven thousand, one hundred, ninety-seven reais and
seventy-five centavos (R$ 85,857,197.75) referring to the amounts that will be invested in cities outside the semi-arid region, and thirteen million, nine hundred, ninety-nine thousand, eighty-three reais and seventy-seven centavos (R$
13,999,083.77) referring to the amounts that will be invested in cities of semi-arid region. CLAUSE TWO – OWN RESOURCES: the DEBTOR undertakes to allocate, as its own resources, the amount of one hundred, ninety-eight million, seven
hundred and eighteen thousand, seven hundred and seventy-seven reais and eighteen centavos (R$ 198,718,777.18) . PARAGRAPH ONE – Out the amount of one hundred and ninety-eight million, seven hundred and eighteen thousand, seven hundred
and seventy-seven reais and eighteen centavos (R$ 198,718,777.18), mentioned in CLAUSE TWO – OWN RESOURCES, the amount of forty million, one hundred sixteen thousand, seventy-eight reais and thirty-eight centavos (R$ 40,116,078.38) will
be invested in the year 2004, as own resources, proportionally to the amount of disbursements made by BNB, on a pari passu basis, according to CLAUSE THREE – DISBURSEMENT. CLAUSE THREE – DISBURSEMENT – in cash, by
installments, at periods and amounts defined as follows, or as DEBTOR allocates its own resources, with the required physical and financial evidence on the part of BNB: 
  

					
	 DISBURSEMENT MONTH
	  	FNE-SERVIÇOS R$ 1.00	  	OWN RESOURCES R$ 1.00
	 June 2004
	  	49,928,140.82	  	20,058,039.19
	 August 2004
	  	24,964,070.41	  	10,029,019.60
	 November 2004
	  	24,964,070.39	  	10,029,019.59
	 TOTAL
	  	99,856,281.62	  	40,116,078.38

 PARAGRAPH ONE – The first disbursement on account of credit granted herein shall only be made by BNB
after the physical and financial evidence of the use of the 







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 own resources of the DEBTOR, related to this first disbursement. PARAGRAPH TWO – The portion of own resources applicable to the items referring to machinery and/or equipment included in the budget mentioned herein shall be
invested proportionally and concurrently with the use of funds disbursed on account of credit granted herein, referring to the aforementioned machinery and/or equipment. CLAUSE FOUR – PRE-DISBURSEMENT – The disbursement of any
installment of the loan shall only occur after met, on a satisfactory manner, the following conditions: a) evidence of effective receipt by the DEBTOR of the financed machinery and/or equipment; b) proof, by the DEBTOR, as from the second
installment of disbursement, including, of the correct use of funds previously disbursed, as well as the use of the own resources consideration, under the limits set forth on a contractual basis with BNB; c) previous presentation by the DEBTOR of
the following certificates: Debt Clearance Certificate by the Brazilian Social Security Institute (INSS), Clearance Certificate of Federal Taxes and Contributions, issued by the Internal Revenue Service; Certificate of Good Standing with FGTS-CRF
(Government severance indemnity fund for employees); Clearance Certificate of Overdue Federal Liabilities issued by the Government Attorney’s Office of the National Treasury. CLAUSE FIVE – DISBURSEMENT FOR THE ACQUISITION OF GOODS
AND/OR SERVICES - The disbursement of the credit installments corresponding to financed acquisitions and/or services shall be made by means of payment directly to the seller of the goods or the service provider, against the delivery of first
page of respective invoices, or similar document, with receipt of payment, or, as this is the case, paid trade acceptance bill. BNB at its own discretion may provide for the disbursements directly to the DEBTOR, when there is no otherwise express
determination mentioned in laws or rules of the Brazilian Central Bank, or internal rules. CLAUSE SIX – FINANCIAL CHARGES – an effective annual interest rate of fourteen percent (14% p.a.), or one whole, nine hundred and
seventy-nine tenths of thousandth percent per month (1.0979% p.m.) shall incur over the principal amount of debt, being the amount of interest calculated and capitalized on a monthly basis and payable on a quarterly basis, on day 28 of each month,
during the grace period of twenty-four (24) months comprised between June 28, 2004 and June 28, 2006, and on a monthly basis during the amortization period, starting on July 28, 2006, together with installments of the principal
amount falling due, and on maturity and settlement of debt, over the daily average outstanding balance of the calculation period. PARAGRAPH ONE – When, in the month of calculation, there is no an estimated date for the calculation of the
financial charges, the calculation shall occur on the first subsequent business day. PARAGRAPH TWO – For the purposes of capitalization of financial charges, including default, by business day, local and state holidays will be considered
as business days. CLAUSE SEVEN – REVIEW OF THE INTEREST RATE INCURRING ON THE FNE FUNDS – It is hereby agreed and covenanted between BNB and DEBTOR that the effective interest rate indicated in CLAUSE SIX – FINANCIAL CHARGES,
related to FNE funds, may be reviewed, without the need of formalizing an addendum, under the terms of paragraphs 3 and 4 of Article One, of Law 10,177, as of 1/12/2001, published on the Federal Official Gazette on 1/15/2001. The new interest rate
percentage, obtained with the review referred to by this clause, will be informed by BNB to the DEBTOR in writing. CLAUSE EIGHT - BONUS FOR FULL PERFORMANCE OVER FNE CHARGES – A bonus for full performance of fifteen percent
(15%) shall be applied over the charges incurring on FNE funds, provided for in CLAUSE SIX – FINANCIAL CHARGES, related to the sub-credit at the amount of eighty-five million, eight hundred fifty-seven thousand, one hundred and
ninety-seven reais and seventy-five centavos (R$ 85,857,197.75) and of twenty-five percent (25%) related to the sub-credit at the amount of thirteen million, nine hundred and ninety-nine thousand, eighty-three reais and seventy-seven centavos
(R$ 13,999,083.77), as long as the installments of interests or of principal plus interests are paid until the dates of respective maturities set forth in this instrument of credit. CLAUSE NINE – TAXES AND FEES – This loan operation
is not subject to the collection of tax on loan operations, foreign exchange and insurance transactions, or related to securities (IOF) and banking fees charged to DEBTOR, in view of the contracting of this operation are the following: Fee of Study
and Analysis of Technical Feasibility of the Project –nine hundred, ninety-eight thousand, five hundred and sixty-two reais and eighty one centavos (R$ 998,562.81); Contracting Fee – four hundred, ninety-nine thousand, two hundred
eighty-one reais and forty-one centavos (R$ 499,281.41) . Total amount: one million, four hundred and 







 ninety-seven thousand, eight hundred and forty-four reais and twenty-two centavos (R$ 1,497,844.22) . CLAUSE TEN
– DEFAULT CHARGES – In the event of late payment of any liability stipulated in this instrument of credit (principal and/or ancillary charges), lack of use of credit in the purposes agreed, any other irregularity that is considered as
intended or unjustified, and/or failure to comply with any other liability hereunder, charges agreed upon in CLAUSE SIX – FINANCIAL CHARGES shall incur, plus default interest of twelve per cent p.a. (12% per annum), calculated in addition.
PARAGRAPH ONE – Default charges shall apply on the outstanding balance, as from the following dates and conditions: a) – from the maturity date(s) of the installment(s), in the event of late payment: these will incur only on the
installments in arrears; b) from the date(s) of disbursement(s), in the case of unused amount(s): these will incur on the unused or misused installment(s); c) from the date(s) BNB finds other irregularities: these will incur on the installment(s)
considered as irregular; d) from the date BNB declares the early maturity of the operation: these will incur on the total outstanding balance of the operation, minus the unused amount, the collection of which shall observe that contained in
preceding item “b”. CLAUSE ELEVEN – CONVENTIONAL FINE – In addition to default charges, a fine corresponding to ten per cent (10%) shall also be due over the amounts of outstanding principal and ancillary charges, in
the event of collection of credit in lawsuit. CLAUSE TWELVE –REPRESENTATION AND GUARANTEES – The DEBTOR declares and guarantees that the execution hereof and the compliance with its obligations does not represent a breach or
non-compliance with any other contract, agreement, or any other instruments of which the DEBTOR is a party or to which it is bound. CLAUSE THIRTEEN – GUARANTEE – SURETY – In order to guarantee full payment of the debt,
including principal and ancillary charges, the DEBTOR undertakes to constitute and submit, prior to the contracting of the credit facility opened herein, a letter of bank guarantee in favor of BNB, which for all legal purposes shall become an
integral and inseparable part of this instrument of credit, issued by Banco BRADESCO S/A, at the amount of ninety-nine million, eight hundred, fifty-six thousand, two hundred and eighty-one reais and sixty-two centavos (R$ 99,856,281.62), amount of
which adjusted by the same financial charges agreed herein in this present instrument of credit and with term identical to this present agreement, in order to guarantee the operation’s outstanding balance until the settlement of the loan opened
herein. Sole Paragraph – BNB undertakes, whenever requested by DEBTOR, to confirm to Banco Bradesco S/A the payments made by the DEBTOR, as well as the amount of the DEBTOR’s outstanding balance, pursuant to this Instrument. CLAUSE
FOURTEEN – VENUE OF PAYMENT – The DEBTOR shall pay all its obligations deriving from this instrument of credit at Metro-Bezerra de Menezes branch, in the city of Fortaleza, state of Ceará, or where charged or claimed by BNB.
CLAUSE FIFTEEN – CONDITIONS OF PAYMENT – The principal amount of the debt shall be reimbursed in seventy-two (72) monthly and successive installments, the first one being due on July 28, 2006 and the last one on
June 28, 2012, and the amount of each installment shall be obtained by dividing the principal outstanding balance by the number of installments falling due, added to the amount corresponding to interests. CLAUSE SIXTEEN – DEBIT
AUTORIZATION – In the event the reimbursement of the used credits do not occur on the maturity dates, BNB is authorized to debit the corresponding amounts in a checking account that the DEBTOR maintains at BNB, as long as at that occasion,
it has sufficient funds for such purpose, the DEBTOR also undertaking to settle, together with the last installment, all the liabilities deriving from this instrument of credit, if remaining. CLAUSE SEVENTEEN – PREPAYMENT – In the
event of early amortization, payment or settlement, in compliance with the conditions provided for in this instrument, and established by the sources of funds, the debt shall be remunerated based on financial charges provided for in CLAUSE SIX
– FINANCIAL CHARGES of this instrument of credit, calculated pro rata tempore and as from the date of disbursement of funds or the last recording of these charges, until the date of effective payment, applying the bonus provided for in
CLAUSE EIGH T—BONUS FOR FULL PERFORMANCE 







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 OVER FNE CHARGES. CLAUSE EIGHTEEN – EARLY MATURITY – By means of notice, with a 30-day term for regularization, BNB may legally anticipate the maturity of all instruments of credit executed with the DEBTOR, requiring the
immediate payment of due and falling due debts, if the DEBTOR: a) fails to comply with any liability established in the instruments of credit executed with BNB; b) commits excess over limit of credit opened by BNB, does not provide for the immediate
coverage; c) suffers protests of certain and indisputable debt, unless the protest is made by mistake or bad faith, duly proven; or if the amount of protests do not compromise the DEBTOR’s financial capacity; d) suspends its activities for more
than 30 days; e) is declared impeded by rules of the Brazilian Central Bank from participating in loan operations, inclusively as joint obligor; f) irregularly uses the funds derived from financing granted by BNB; g) fails to reinforce the credit
guarantees immediately after notice from BNB, in this regard, if occurs any fact determining the reduction or depreciation of such guarantees; h) is defendant in legal claim, which may affect BNB’s credit rights; i) hires with another financial
institution financings for the coverage of items comprised in the budget mentioned in this instrument of credit, or attached thereto, for BNB’s financing; j) has its checking account at BNB closed, or its name included in the List of Dishonored
Checks Drawers of the Brazilian Central Bank; k) requests for debt rehabilitation, or adjudication of bankruptcy, or adjudication of intervention; l) looses, for any reason, the right to render/explore the telecommunication services with which the
capital expenditures, purpose of this financing are related to. CLAUSE NINETEEN – OTHER OBLIGATIONS– The DEBTOR also undertakes to comply with the following obligations: a) to recognize as evidence of its debts, the checks, receipts
and payment orders to sign or issue, as well as bank statements, records or entry notices that BNB will issue, as a result of the debits made in the loan or financing account; b) to settle with the last installment all liabilities arising from this
instrument of credit, if remaining; c) to pay, pursuant to the laws in force, the taxes incurring on the loan granted herein and/or over this instrument of credit, which will be applied and charged by BNB; d) to answer for all expenses BNB will
incur for the safety, regularization and conservation of its credit rights and safeguard of the guarantees granted, which may be debited at the unrestricted checking account maintained by the DEBTOR at BNB or any other adequate account, in the event
the first one is unavailable, or at loan or financing account subject to this instrument of credit, under prior notice to the DEBTOR, being understood that, in any event, the DEBTOR shall provide for the respective payment, under the penalty of
incurring in default on the due amount; e) to strictly comply with the specific environmental laws; f) to maintain, at least, the production level estimated in several exploration lines, purpose of the loan; g) to evidence with BNB, the correct use
of the total funds defined in the budget included in this instrument of credit or attached thereto, as well as the total execution of the financed undertaking; h) to prepare and install indicative sign of BNB’s financial participation in the
undertaking, in accordance to the specifications provided by it, which shall be kept in adequate location, easy to be seen, and well preserved, during the effectiveness of this instrument of credit; i) to record at long-term liabilities of its
balance sheets and interim balance sheets, when required to do so, the used amounts of the financing granted, under the account “Banco do Nordeste do Brasil S.A.”, subsequently indicating the source of funds; and j) to deliver to BNB,
annually, the opinions and reports prepared by specialized independent external audit. CLAUSE TWENTY – INSPECTION – The DEBTOR undertakes to franchise to BNB, to the Brazilian Central Bank and/or the agents of the source(s) of funds
the broader supervision of the use of the amounts disbursed on the account of this financing, exhibiting to its legal representatives the elements required, allowing them the access to all and any premises of properties and owned facilities subject
to the loan, for verification of the guarantees conditions and confirmation of the services that the DEBTOR undertook as a result of the loan. CLAUSE TWENTY-ONE – ACCOUNTING – The DEBTOR authorizes BNB, on an irrevocable and
irreversible basis, to supply to the qualified federal agencies and entities, including those of the indirect administration, as well as to the Senate and House of Representatives, all and any information or data related to the loan, purpose of this
instrument, such as outstanding balances, amount of principal and ancillary charges, terms, collateral assets and guarantors by real obligation or personal guarantee and other clauses and conditions, in compliance with the provisions of management,
control and accounting required by the Source of Funds. CLAUSE TWENTY-TWO – AUTHORIZATION – The DEBTOR authorizes BNB, on an irrevocable and 







 irreversible basis: I) to furnish to the Brazilian Central Bank, for the purposes of composition of the SISBACEN’s
Credit Risk Center, and pursuant to laws in force, all the information related to this financing; II) to consult at SISBACEN’s Credit Risk Center, all financings held thereby, maintained at BNB or at any other financial institution. CLAUSE
TWENTY-THREE –ENVIRONMENTAL LICENSING – The DEBTOR undertakes to submit to BNB, within no later than thirty (30) days after the conclusion of the project mentioned in clause one of this instrument, or up to one hundred and eighty
(180) days after the implementation of the last item of the project, prevailing what occurs last, the Operating License (LO), issued by the qualified environmental agency. CLAUSE TWENTY-FOUR – FORBEARANCE – BNB’s
forbearance related to the non-observance or non-compliance with any obligation assumed herein by the DEBTOR under no circumstance shall affect the conditions set forth in this instrument of credit, nor will oblige BNB as to maturities or future
defaults. CLAUSE TWENTY-FIVE –CERTIFICATE – The DEBTOR submitted the following certificates, which are filed at the operation’s docket: CLEARANCE CERTIFICATE OF OVERDUE FEDERAL LIABILITIES. Ministry of Finance. Government
Attorney’s Office of the National Treasury -CE. Clearance Certificate issued on behalf of MAXITEL S.A. on May 24, 2004, by the Government Attorney’s Office of the National Treasury via the INTERNET, through the website
www.pgfn.fazenda.gov.br. Certificate Control Code Number: 1514.4B50.1987.4C95. CLEARANCE CERTIFICATE OF FEDERAL TAXES AND CONTRIBUTIONS ADMINISTERED BY THE INTERNAL REVENUE SERVICE. Issued on behalf of MAXITEL S.A. on May 24, 2004, by the
Ministry of Finance, Internal Revenue Service, via the INTERNET, through the website www.receita.fazenda.gov.br. Certificate Control Code Number: 1514.4B50.1987.4C95. DEBT CLEARANCE CERTIFICATE BY THE BRAZILIAN SOCIAL SECURITY INSTITUTE – BOARD
OF COLLECTION AND INSPECTION – DEBT CLEARANCE CERTIFICATE (CND) NUMBER 039882004-11001090, issued on behalf of MAXITEL S.A. on March 22, 2004, via the INTERNET, through the website www.mpas.gov.br; CERTIFICATE OF GOOD STANDING WITH
FGTS-CRF. Caixa Econômica Federal. Certificate 2004051409190146144452, issued on behalf of MAXITEL S.A. on May 24, 2004, via the INTERNET, through the website www.caixa.gov.br. CLAUSE TWENTY-SIX – JURISDICTION – The
judicial district of Fortaleza-Ceará is hereby elected for the filing of any proceeding arising from the referred instrument, and BNB shall be entitled to opt for the domicile of the DEBTOR or the intervening parties, or if any, for the
location of the collateral assets. CLAUSE TWENTY-SEVEN – GENERAL CONDITIONS – the “General Provisions Applicable to the Instruments of Credit at Banco do Nordeste do Brasil S.A.”, are applied to this instrument, where
reasonable, recorded at microfilm 329.993, on 11/13/2001, at the 2nd Registry of Deeds and Documents of Fortaleza
Judicial District, Morais Correia notary’s office, that, for 







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 all purposes are an integral part of this instrument (under draft). And as they declared, granted, contracted and accepted, I draw up this present instrument, in compliance with all the legal and fiscal requirements inherent to the
legitimacy of this act, which, after being read, and found in compliance and signed by the contracting parties, which listened to its reading, releasing registrar, the presence of witnesses, in accordance with Article 215, paragraph 5 of the
Brazilian Civil Code. I, PÉRICLES CASTELO BRANCO JÚNIOR, Registrar, signed. (s) - ALICE MARIA DE MIRANDA MENESCAL, CARLOS AUGUSTO COSTA BARRETO, PAULO GUILHERME AUTRAN SEIDEL, MARCEL ABILIO BELO DE ANDRADE, WALMIR URBANO
KESSELI. This is a true copy of the original, which I certify. Certified copy made immediately. Fortaleza, June 28, 2004. I, JOÃO RIBEIRO DE SOUZA, authorized Clerk, typed and checked it and I, PÉRICLES CASTELO BRANCO
JÚNIOR, Registrar, signed and set my seal. 







 (...) 
  

	•	 	Contributed capital = paid-up capital. 

 p. operate in accordance with local legislation applicable to the contracting of foreign labor and consulting services; 
 q. maintain, in the
project, the minimum national content levels set by BNDES Investment Support Program in B Band Telecommunications (Decision No. 655/98, dated 12/22/98, by BNDES Executive Board) for the acquisition of equipment, assembly and installation
services relating to the cellular mobile telephony implementation project (B Band) in the area under concession by the BENEFICIARY, as set forth in sub-item 1.10, and evidence thereof shall be periodically provided to FINAME;

 r. restrict, as from the execution of this Agreement, the revenue derived from cellular mobile telephony services rendered, to be deposited in the
trustee, selected by mutual consent between the parties to ensure the compliance with the financial obligations arising from this operation, as set forth in the “Agreement of Collection, Deposit and Other Covenants”, hereinafter simply
referred to as Deposit Agreement. 
 s. do not assign, convey, restrict or burden the restricted revenue under the Deposit Agreement referred
to in item “r” of this sub-item in favor or another creditor, without prior consent by BNDES and the FINANCIAL AGENTS; 
 t. call and
hold shareholders’ meetings to cover, by means of capital contribution in cash, any insufficiency of funds necessary to meet and maintain the capitalization ratios set forth in item “o” of this sub-item. 
 u. give collateral considered sufficient by BNDES and the FINANCIAL AGENTS, in case the Concession Agreement mentioned in item “j” if this sub-item is
terminated, within thirty (30) days as from the notification forwarded to the LEADER, under penalty of acceleration of payments due under this Agreement. 
 15. EARLY MATURITY 
 15.1. The parties may consider this Agreement automatically terminated and declare the acceleration of payments
stipulated therein, and immediately stop any further releases, should any of the circumstances set forth in law occur, especially a default in complying with any obligation agreed-upon herein by the BENEFICIARY before any of FINANCIAL
AGENTS, or, if the following circumstances occur: 
 a. use of funds provided under the credit facility for a purpose other than that set forth in
sub-item 1.10, without prejudice of the notification of the event to the Public Prosecutor Office by FINANCIAL AGENTS, for the purposes of Law No. 7.492, dated June 16, 1986; 







 b. inclusion, in a corporate agreement, bylaws or articles of incorporation of the BENEFICIARY or their parent
companies, of a provision that results, at the discretion of the FINANCIAL AGENTS and BNDES, which shall be previously consulted, in restrictions or prejudice to the ability to pay the financial obligations arising from this operation;

 c. reduction in the BENEFICIARY’s staff, without compliance with item “e” of sub-item 14.1 above;

 d. corporate restructuring process (split, merger, takeovers, etc.), change in the principal business activity or change in the BENEFICIARY’s
effective direct, indirect, ownership structure, after contracting the operation, without prior written notice by BNDES and the FINANCIAL AGENTS, represented by the LEADER. 
 e. legal suit, passed at court , that compromises the compliance with obligations and/or guarantess herein assumed and given; 
 f. non-compliance by the BENEFICIARY, within the agreed-upon term and form, with pecuniary obligations assumed before FINANCIAL AGENTS arising from this
instrument or any other agreement executed by the BENEFICIARY with the FINANCIAL AGENTS or any other company belonging to its economic group; 
 g. petition for bankruptcy or debt rehabilitation by the BENEFICIARY; 
 h.non-submittal, within thirty (30) days as from the execution of this Agreement, to the FINANCIAL AGENTS and BNDES of a Letter of Guarantee as
mentioned in sub-item 18.1 hereinbelow, issued by TELECOM ITALIA S.p.a., for the full term of this Agreement, according to the model provided by BNDES, duly notarized and legalized as the principal payer of all obligations arising from
this Agreement, expressly waving all benefits in articles 1491, 1499 and 1503 of Civil Code, and 261 and 262 of Commercial Code, and supported by an opinion issued by the law firm, in satisfactory terms, at the discretion of the FINANCIAL
AGENTS and BNDES, in which the validity of the guarantor and the guarantee given shall be attested to. Such opinion shall contain at least the following considerations: 
 h.1. The attorney shall declare that he/she examined the legislation of the guarantor’s country and the guarantor’s bylaws and internal governing provisions, as well as any other rulings that have been
deemed necessary for he/she to express his/her opinion, and: 
 i) the validity of the process used to select the guarantor as well as the guarantor’s
ability and compliance with legal and regulatory provisions to undertake obligations stipulated in the letter of guarantee; 







 ii) that the legal entity, by its legal representatives and upon approval by its consulting bodies, has power to sign and
comply with terms and conditions set forth in the Letter of Guarantee 
 iii) that the guarantor’s legal representatives who signed the letter of
guarantee have powers to restrict and bind the guarantor to the terms and conditions contained therein; 
 iv) that the
letter of guarantee is a valid and sufficient instrument to bind the guarantor; 
 v) compliance by the guarantor of all legal and administrative provisions
stipulated in laws and regulations prevailing in the guarantor’s country destined to allow the signature, execution and compliance of the letter of guarantee; 
 vi) implementation of all regulations, filings and authorizations from government agencies, departments, bodies or authorities of the guarantor’s country, destined to ensure the signature, execution and compliance with the letter of
guarantee or those necessary to its validity and effectiveness. 
 h.2. in case the opinion referred to in the “caput” of this item is issued by a
Brazilian law firm, the document shall be written in Portuguese; in case such opinion is issued by a law firm located in the guarantor’s country, the document shall be notarized and legalized and, when the official language of the country is
Portuguese, it shall be written in English. 
 i. non-compliance with any clauses or provisions set forth in the Deposit
Agreement. 
 16. OTHER OBLIGATIONS FOR USE OF THE CREDIT 
 16.1. In addition to complying with the conditions set forth in “PROVISIONS” mentioned above and in MONITORING INSTRUCTIONS AND RULES referred to in article 2 of said “PROVISIONS”, the use of credit is also subject to
the compliance by the BENEFICIARY with the following: 
 I – For the Use of the First Portion of the
Credit:  
 a. presentation of this Agreement and exhibits thereto duly notarized by the proper Registry of Deeds and
Documents; 
 b. execution of the agreement relating to the direct credit facility with BNDES, for the present
operation; 
 c. receipt of correspondence referred to in sub-item 14.1 of item “l”; 







 d. presentation of the “Agreement of Collection, Deposit and Other Covenants”, duly executed and notarized,
under the terms of the draft provided by BNDES; 
 e. engagement of a specialized consulting/audit firm to attest to the compliance with financial
indexes referred to in sub-item 14.1, item “o”; 
 f. submittal, to the FINANCIAL AGENTS, of the original copy of the Letter of Guarantee
supported by an opinion issued by the law firm in which the validity of the guarantor and the guarantee are attested to, duly signed and accepted by the FINANCIAL AGENTS and BNDES. 
 II – For the Use of Each Portion of the Credit:  
 a. nonexistence of a fact of a financial-economic nature that, at the discretion of the FINANCIAL AGENTS and/or BNDES, may compromise the completion of the venture financed under this agreement, that
results in alteration thereof or may impede the completion under the terms set forth in the project approved by BNDES; 
 b. demonstration that the
BENEFICIARY invested in the project the portion of the credit previously used, and transferred the corresponding counter entry, in the amounts established in the Schedule of Uses and Sources under Exhibit I; 
 c. presentation by the BENEFICIARY to the LEADER of a Debt Clearance Certificate provided by the Brazilian Social Security Institute (INSS) through the
internet to be obtained by the BENEFICIARY and verified by the LEADER by accessing the address www.mpas.gov.br; 
 d. presentation of a
declaration that the BENEFICIARY is in compliance with Brazilian legislation applicable to the contracting of foreign labor and consulting services. 
 17. RESPONSIBILITY FOR CHARGES AND EXPENSES 
 17.1. All the charges, taxes, contributions and expenses pursuant to this Agreement and
incurring on the collection of the guarantee attached thereto that the FINANCIAL AGENTS are obliged to pay or bear, shall be borne by the BENEFICIARY, provided that they are duly evidenced, even in case of partial or total cancellation
of the credit facility, including expenses relating to registrations/annotations with the competent registry of deeds and documents. 
 17.2. The
BENEFICIARY undertakes to pay to the FINANCIAL AGENTS, as a reimbursement of expenses associated with the income tax relating to Sub-credit “B”, a percentage on the interest referred to in sub-item 10.1, corresponding to the
weighted average rate of the income tax due on charges and fees remitted by BNDES to creditors of external funds without being subject to onlending under specific conditions, in the civil quarter preceding this percentage adjustment to be
determined, adjusted, and the reimbursement shall be claimed on the same occasion that the interest referring to in said sub-item 10.1 above. 







 18. GUARANTEE CONDITIONS 
 In order to ensure the payment of any of the liabilities stemming herefrom, such as the principal amount of debt, interest rates, commissions, usual penalty and fine, the following guarantees shall be granted to the FINANCIAL AGENTS,
being considered as an indivisible sum in relation to the amount of debt: 
 18.1. The BENEFICIARY agrees to provide to the FINANCIAL AGENTS
prior to the release of the first portion of the credit, a joint guarantee issued by TELECOM ITALIA S.p.a., a company headquartered at Via Corso D ́Itália, 41, Rome, Italy, which will be provided in a separate instrument entitled
“Letter of Guarantee” that will be an integral part of this Agreement, and which will be issued in favor of the FINANCIAL AGENTS, duly notarized and legalized, and supported by an opinion issued , in satisfactory terms, at
the discretion of the FINANCIAL AGENTS and BNDES, by the GUARANTOR’s attorney, in which the validity of the guarantor and the guarantee given shall be attested to. 
 18.2. REVENUE RESTRICTION 
 The BENEFICIARY irrevocably and
irreversibly restricts, as a guarantee in favor of the FINANCIAL AGENTS, until the final settlement of all obligations assumed under this Agreement, a portion of its revenue derived from cellular mobile telephony services rendered, equivalent
to at least one hundred and fifty percent (150%) of the highest installment due by the BENEFICIARY, including during the grace period, while complying with sub-items hereinbelow, collected by the payment agents listed in Exhibit
II to this Agreement, which shall transfer funds in reais derived from such services based on the date, amounts and restricted account specified in sub-item 18.2.3 hereinbelow. The funds deposited in the restricted account shall be used by the
FINANCIAL AGENTS in the event the BENEFICIARY fails to comply with any of the obligations under this Agreement or in the event acceleration of payments under this Agreeement is declared. 
 18.2.1. The restricted funds under this Agreement are free of liens or encumbrances, either judicial or extrajudicial, or restrictions of any kind, and so shall they
remain until the full compliance with obligations assumed herein by the BENEFICIARY, under penalty of acceleration of payments under this Agreement being declared. 
 18.2.2. The LEADER shall provide to the BENEFICIARY, after each release of funds and upon change in the remuneration index on this Agreement, payment charts containing all amounts and maturity dates of
installments of the principal and interest on the pecuniary obligations due to the FINANCIAL AGENTS hereinafter simply referred to as PAYMENT CHART. 







 18.2.3. In order to ensure the enforcement of the guarantee given hereunder, the BENEFICIARY shall notify the
Payment Agents listed in Exhibit II, in the form of the correspondence included in Exhibit II, so that they daily deposit the total amount collected in the current account specified below, in BANCO BRADESCO S.A., which under this Agreement is
appointed as TRUSTEE BANK of such funds. For this purpose, the BENEFICIARY shall, on this same date, execute with theTRUSTEE BANK, in the capacity as AGENT BANK, the agreement referred to in item “r” of sub-item
14.1, which shall be an integral and complementary part of this Agreement as Exhibit IV, whereby the AGENT BANK shall be liable for managing and centralizing the funds derived from the collection of cellular telephony services invoices from
USERS, received through the network of bank branches of payment agents, crediting such funds in the restricted account #14.800 -8, Branch 3421-5/Rua Espírito Santo-BHTE-MG, in name of the BENEFICIARY in the AGENT BANK,
hereinafter simply referred to as RESTRICTED ACCOUNT. 
 18.2.4. The funds derived from the payment by USERS of cellular telephony services
invoices credited in the RESTRICTED ACCOUNT will be automatically transferred to an account that can be freely operated by the BENEFICIARY, except in the event of default in complying with its financial obligations assumed before the
FINANCIAL AGENTS under this Agreement. 
 18.2.5. Should a default occur on the part of the BENEFICIARY, the LEADER, in the capacity as
the AGENT BANK, is hereby authorized by the BENEFICIARY to restrict and transfer, either totally or partially, to PAYMENT AGENTS, proportionally to the credit referring to each of them, the funds deposited in the RESTRICTED
ACCOUNTS by means of Credit Order Documents – DOC of any kind or nature, payment orders or checks to the order of payees. The amounts transferred by the AGENT BANK shall mandatorily be used to amortize or settle monthly and quarterly
amounts of installments of the principal and charges during the period of grace and amortization, due under this Agreement, plus penalties stipulated in Clause 19 hereinbelow, the BENEFICIARY being personally responsible for any remaining
debit balance, in case such amounts are not sufficient to settle its total debt amount. 
 18.2.6. In case funds are insufficient, the BENEFICIARY
shall supplement or constitute new secured or personal guarantees within forty-eighty (48) hours. Nevertheless, the FINANCIAL AGENTS reserve the right to refuse the new guarantees, under penalty of acceleration of payments due under this
Agreement. 
 18.2.7. Until the debt is fully settled, the BENEFICIARY shall maintain in force the Agreement or any other contractual instruments
having as subject matter the receipt of cellular telephony invoices/bills that have been executed, in order to ensure sufficient collection to pay the installments due to FINANCIAL AGENTS. 







 The BENEFICIARY undertakes not to alter its bank’s domicile nor operate or restrict the funds restricted
herein in favor of any other creditor. 
 18.3. PROMISSORY NOTES: Five (5) promissory notes, issued by the BENEFICIARY subject to the
terms in this Agreement, in the amount corresponding to one hundred and thirty percent (130%) of the credit amount granted by each one of the FINANCIAL AGENTS, payable at sight, and which must be presented for payment up to one
(1) year after the expiration of this Agreement, thus a longer term than that set forth in article 34 of Geneva Uniform Code and article 21 of Decree No. 2044, dated 12/31/1908. 
 18.3.1. The BENEFICIARY shall replace the promissory note given as guarantee, to each FINANCIAL AGENT, for another in the amount equivalent to one hundred
and thirty percent (130%) of the outstanding balance then determined, whenever the amount thereof does not correspond to the above stipulated percentage, within ten (10) days as from the written request by the LEADER, under penalty
of acceleration of payments due under this Agreement. 
 19. LATE PAYMENT AND FINES 
 19.1. In case of late or accelerated payment, the BENEFICIARY shall pay default interest of twelve percent (12%) a year, plus late payment surcharge computed at the market rate on the payment date, which
may not be lower than the highest rate of charges payable for the term of this Agreement; 
 19.2. The market rate will be the highest rate actually used by
the market for legal entities in credit transactions, except in those relating to credit facility checks. 
 19.3. In case of litigation, instead of late
payment surcharge, the BENEFICIARY authorizes the FINANCIAL AGENTS to opt for the collection of charges equivalent to the percentage variation of the General Market Price Index (IGPM) published by Fundação Getúlio
Vargas (FGV), or, in the absence thereof, the General Price Index – Internal Availability (IGP-DI), published by Fundação Getúlio Vargas (FGV), and, in the absence thereof, the Consumer Price Index (IPC) published by the
Institute for Economic Research Foundation (FIPE) of University of São Paulo. 
 19.4. The BENEFICIARY shall also pay a ten percent
(10%) fine and collection expenses, including legal costs and fees. 
 19.5. In the event the BENEFICIARY and/or INTERVENING PARTIES fail
to comply with any of their obligations or in case the accelerated payment is declared, the FINANCIAL AGENTS may: 
 19.5.1. Use any BENEFICIARY’s
amounts maintained by the FINANCIAL AGENTS to pay the debt. 







 19.5.2. Retain any amounts in its name. 
 19.6. The receipt by the FINANCIAL AGENTS of the principal (FRASE CORTADA) set forth in this Agreement. 
 20. FINAL PROVISIONS 
 20.1. In case changes in BNDES governing
rules occur that may in any way affect the subject matter of this Agreement, the BENEFICIARY shall undertake full responsibility for the compliance therewith. 
 20.2. Any waiver by the FINANCIAL AGENTS to rights under this Agreement shall not imply any change in or waiver of said rights, which may be exercised at any time. 
 20.3. The BENEFICIARY shall not assign or transfer the rights or obligations derived therefrom or in any way dispose of assets acquired in connection with the
project financed herein without a written notice by BNDES and/or the FINANCIAL AGENTS, under penalty of termination of this Agreement ipso jure, which shall accelerate the payment of all obligations assumed by the
BENEFICIARY, and the total debt amount, including the principal amount and ancillary charges, shall become immediately due and payable, without prejudice to other remedial actions and sanctions applicable. 
 20.4. The BENEFICIARY declares that, in order to contract the credit facility under this Agreement, obtained all corporate approvals required by law and its
corporate instruments and that representatives undersigned hereinbelow have in fact power to execute this Agreement. 
 20.5. The FINANCIAL AGENTS are
permitted to mention the financial collaboration granted under this Agreement in any release of its activities. 
 20.6. The BENEFICIARY authorizes
the FINANCIAL AGENTS to transmit and consult information thereon and/or relating to this operation with the Credit Risk Center of the Brazilian Central Bank, pursuant to Resolution No. 2724, dated May 31, 2000. 
 20.7. Any dispute arising out of or relating to this Agreement shall be resolved by the District Court of Osasco, State of São Paulo; however, the party filing
the lawsuit may elect a jurisdiction in its domicile. 







 In witness whereof, the parties fully agreeing with everything covenanted herein, execute this present instrument in nine
(9) counterparts of equal content and form, jointly with two (2) witnesses undersigned hereinbelow. 
 Osasco,
November 28, 2000 
  

			
	________________________________________________	  	
	 (illegible signature)
	  	
		
	 BANCO BRADESCO S.A.
	  	 BANCO ITAÚ S.A.

	 Financial Agent
	  	 Financial Agent

	 Osmar Roncolato Pinho/Laerte Garcia Bueno (signed)
	  	 Luiz Alberto C. Troula/(illegible name and signature)

		  	 CFP 845.325.848-72

		  	 RG 5.394.811

		
	 UNIBANCO – UNIÃO DE BANCOS BRASILEIROS S.A.
	  	 BANCO ALFA DE INVESTIMENTOS S.A.

	 Financial Agent
	  	 Financial Agent

	 (illegible name and signature/Luiz Fernando B. Souza)
	  	 (illegible names and signatures)

	 (signed)
	  	
		
	 BANCO BBA CREDITANSTALT S.A.
	  	 MAXITEL S/A

	 Financial Agent
	  	 Beneficiary

	 (illegible signatures)
	  	 (illegible signatures)










			
	Witnesses:	  	
		
	1)
                                        
                    	  	2)
                                        
                    
	Name: Nilton Alves Teixeira	  	Name: Rosa Rodrigues da Cruz Ferraz
	Individual Taxpayer Number (CPF):	  	Individual Taxpayer Number (CPF):
	123.904.768-13	  	694.155.448-72








 EXHIBIT I 
  

	Exhibit	of Uses and Sources  

  

																					
	 	  	 	 	 	 	  	 	 	 	R$ thousand	  	BNDES	  	 
	 USES
	  	1997-
May/98	 	 	Jun/98 -
Dec/99	  	2000	 	 	2001	  	Total	  	98/99	  	2000	  	2001	  	Total
	 1) Financeable Investments
	  	2,384	 	 	70,967	  	46,077	 	 	14,370	  	133,798	  	49,677	  	32,254	  	10,059	  	91,990
	 Civil Works
	  	1,329	 	 	66,281	  	43,969	 	 	13,345	  	124,924	  	46,397	  	30,778	  	9,341	  	86,516
	 Furniture and Fixtures
	  	1,055	 	 	4,686	  	2,108	 	 	1,025	  	8,874	  	3,280	  	1,476	  	718	  	5,474
	 2) Environmental Investments
	  	0	 	 	0	  	0	 	 	0	  	0	  		  		  		  	
	 3) Working Capital
	  	(3,009	)	 	49,927	  	200	 	 	11,200	  	58,318	  		  		  		  	
	 4) Imported
	  			 		  			 		  		  		  		  		  	
	 Machinery and Equipment
	  	21,791	 	 	72,896	  	43,008	 	 	17,727	  	155,422	  	5,830	  	9,871	  	4,877	  	20,578
	 Radio Base Stations (RBS)
	  	0	 	 	11,791	  	833	 	 	273	  	12,987	  		  		  		  	
	 Communications and Control Centers
	  	0	 	 	16,185	  	1,023	 	 	0	  	17,208	  		  		  		  	
	 Infrastructure
	  	2,043	 	 	5,830	  	9,871	 	 	4,877	  	22,621	  	5.830	  	9,871	  	4,877	  	20,578
	 Equipment Installation and Assembly
	  	0	 	 	0	  	0	 	 	0	  	0	  		  		  		  	
	 Other RBS Equipment
	  	0	 	 	9,838	  	3,986	 	 	1,441	  	15,265	  		  		  		  	
	 Network Software
	  	19,748	 	 	29,252	  	27,295	 	 	11,136	  	87,431	  		  		  		  	
	 5) National Machinery and Equipment
	  	69,230	 	 	194,273	  	167,179	 	 	55,084	  	485,766	  	194,273	  	167,179	  	55,084	  	416,536
	 Radio Base Stations (RBS)
	  	26,637	 	 	72,020	  	47,806	 	 	20,521	  	166,984	  	72,020	  	47,806	  	20,521	  	140,347
	 Communications and Control Centers
	  	5,484	 	 	5,987	  	34,988	 	 	16,355	  	62,814	  	5,987	  	34,988	  	16,355	  	57,330
	 Infrastructure
	  	10,317	 	 	35,198	  	40,529	 	 	11,520	  	97,564	  	35,198	  	40,529	  	11,520	  	87,247
	 Equipment Installation and Assembly
	  	13,671	 	 	11,886	  	34,485	 	 	5,592	  	65,634	  	11,886	  	34,485	  	5,592	  	51,963
	 Other RBS Equipment
	  	13,121	 	 	69,182	  	9,371	 	 	1,096	  	92,770	  	69,182	  	9,371	  	1,096	  	79,649
	 Network Software
	  	0	 	 	0	  	0	 	 	0	  	0	  	0	  	0	  	0	  	0
	 6) Nonfinanceable Investments
	  	9,279	 	 	45,042	  	34,455	 	 	12,545	  	101,321	  		  		  		  	
	 Lands
	  	781	 	 	2,810	  	(3	)	 	0	  	3,588	  		  		  		  	
	 EDP Equipment (Software/Hardware)
	  	8,498	 	 	42,232	  	34,458	 	 	12,545	  	97,733	  		  		  		  	
	 7) Licenses
	  	770,000	 	 	0	  	0	 	 	0	  	770,000	  		  		  		  	
	 Interest Capitalization
	  	27,706	 	 	332,257	  	(7,137	)	 	0	  	352,826	  		  		  		  	
	 8) Deferred taxes
	  	0	 	 	117,079	  	215	 	 	0	  	117,294	  		  		  		  	
		  	 	 	 	 	  	 	 	 	 	  	 	  	 	  	 	  	 	  	 
	 TOTAL USES
	  	897,381	 	 	882,441	  	283,997	 	 	110,926	  	2,174,745	  	249,780	  	209,304	  	70,020	  	529,104
		  	 	 	 	 	  	 	 	 	 	  	 	  	 	  	 	  	 	  	 









															
	 USES
	  	 1997
 to
 May/98
	 	 	 Jun/98
 to
 Dec/99
	 	 	2000	 	 	2001	 	 	Total
	 1) Shareholders’ capital
	  	-23,744	 	 	205,975	 	 	—  	 	 	95,300	 	 	174,913
	 Shareholders’ capital
	  	53,499	 	 	486,280	 	 	102,618	 	 	0	 	 	736,580
	 Accumulated losses
	  	(77,144	)	 	(280,305	)	 	196,900	 	 	0	 	 	-656,967
		  			 			 	(299,518	)	 	70,020	 	 	529,104
						
	 2) BNDES
	  	0	 	 	249,780	 	 			 			 	
						
	 3) OTHERS
	  	921,125	 	 	(284,225	)	 	209,304	 	 	(54,394	)	 	738,289
		  			 			 	155,783	 	 			 	
	 TOTAL SOURCES
	  	897,381	 	 	882,441	 	 	283,997	 	 	110,926	 	 	2,174,745
						
		  	Direct Operation	 	 			 			 	158,731	 	 	
		  	 	 	 			 			 	 	 	 	
		  	Indirect Operation	 	 			 			 	370,373	 	 	
		  	 	 	 			 			 	 	 	 	
		  	Osasco, November 28, 2000









			
	 BANCO BRADESCO S.A.
	 	BANCO ITAÚ S.A.
	 Financial Agent
	 	 Financial Agent

	 Osmar Roncolato Pinho/Laerte Garcia Bueno (signed)
	 	 Luiz Alberto C. Troula/(illegible name and signature)

		 	 CFP 845.325.848-72

		 	 RG 5.394.811

		
	 UNIBANCO – UNIÃO DE BANCOS BRASILEIROS S.A.
	 	 BANCO ALFA DE INVESTIMENTOS S.A.

	 Financial Agent
	 	 Financial Agent

	 (illegible name and signature/Luiz Fernando B. Souza)
	 	 (illegible names and signatures)

	 (signed)
	 	
		
	 BANCO BBA CREDITANSTALT S.A.
	 	 MAXITEL S/A

	 Financial Agent
	 	 Beneficiary

	 (illegible signatures)
	 	 (illegible signatures)

		
	 Witnesses:
	 	
		
	 1)
                                        
        
	 	 2)
                                        
        

	 Name: Nilton Alves Teixeira
	 	 Name: Rosa Rodrigues da Cruz Ferraz

	 Individual Taxpayer Number (CPF):
	 	 Individual Taxpayer Number (CPF):

	 123.904.768-13
	 	 694.155.448-72









 1 – FINANCIAL AGENTS 
 BANCO BRADESCO S.A., headquartered in city of Osasco, state of São Paulo, at Cidade de Deus, Vila Yara, with Corporate Taxpayer’s ID (CNPJ/MF) 60.746.948/0001 -12, by its representatives undersigned hereinbelow; 
 BANCO ITAÚ S.A., headquartered at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa in the city of São Paulo, state of São
Paulo, with Corporate Taxpayer’s ID (CNPJ/MF) 60.701.190/0001 -04, by its by its representatives undersigned hereinbelow; 
 UNIBANCO –
UNIÃO DE BANCOS BRASILEIROS S.A., headquartered at Av. Eusébio Matoso, 891 in the city of São Paulo, state of São Paulo, with Corporate Taxpayer’s ID (CNPJ/MF) 33.700.394/0001 -40; 
 BANCO ALFA DE INVESTIMENTO S.A., headquartered at Alameda Santos, 466 – 4o andar in the city of São Paulo, state of São Paulo, with Corporate Taxpayer’s ID (CNPJ/MF) 60.770.336/0001 -65, by its representatives undersigned hereinbelow; 
 BANCO ITAÚ BBA S.A., headquartered at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Conceição – 9o andar, in the city of
São Paulo, state of São Paulo, with Corporate Taxpayer’s ID (CNPJ/MF) 17.298.092/0001 -30 (formerly Banco BBA Creditanstalt S.A., with Corporate Taxpayer’s ID (CNPJ/MF) 31.516.198/0001 -94), by its representatives undersigned
hereinbelow; 
 2 – BENEFICIARY 
 MAXITEL S.A.,
headquartered at Avenida Raja Gabaglia, 1781 – Bairro Luxemburgo, in the city of Belo Horizonte, state of Minas Gerais, with Corporate Taxpayer’s ID (CNPJ/MF) 01.009.686/0001 -44, by its representatives undersigned hereinbelow; 

3 – INTERVENING GUARANTOR 
 TIM BRASIL SERVIÇOS E
PARTICIPAÇÕES S/A, headquartered at Avenida das Américas, 3434, Bloco 01, 6o andar, Barra da Tijuca – Rio de Janeiro – RJ, with Corporate Taxpayer’s ID (CNPJ/MF) 02.600.854/0001 -34, by its representatives
undersigned hereinbelow. 
 The parties, FINANCIAL AGENTS, BENEFICIARY and INTERVENING GUARANTOR, represented by their corporate acts, resolve to make an
addendum to the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for Economic and Social Development –BNDES FINEM TJLP/CM – 4000350-9, executed on 11/28/2000 (“Agreement”), based on
Decision Dir. 592/2005 – BNDES, of BNDES’ Executive Board, dated 6/22/2005, by means of the following clauses: 







 First Addendum to the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for
Economic and Social Development – BNDES FINEM TJLP/CM – 4000350-9 
 Clause One: Addendum to the Agreement: In view of the agreement
executed herein between the FINANCIAL AGENTS and the BENEFICIARY, the following is amended: (i) the introduction to include the qualification of TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S/A as INTERVENING GUARANTOR;
(ii) item 1.11.1. to include the replacement of TELECOM ITALIA S.p.a.’s firm guarantee with TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S/A’s guarantee; (iii) the paragraph “o” of Clause 14, to alter the
financial indicators and/ (iv) Clause 18, item 18.1; to include in the Agreement the sub-items 18.1.1. and 18.1.2, to mention the replacement of TELECOM ITALIA S.p.a.’s guarantee with TIM BRASIL SERVIÇOS PARTICIPAÇÕES
S/A’s guarantee. These Clauses, items and paragraph shall take effect with the following wording: 
 Clause 1. LOAN DATA 
 1.11 Guarantees 
 1.11.1. Guarantee rendered by TIM BRASIL
SERVIÇOS E PARTICIPAÇÕES S/A, in the capacity as joint debtor and principal obligor of the liabilities stemming from this Agreement, as defined in sub-item 18.1. 
 “Clause 14. BENEFICIARY’s SPECIAL OBLIGATIONS 
 14.1. Without prejudice to
other clauses, the BENEFICIARY also undertakes to: 
 o. to fully comply with, during the effectiveness of this Agreement and until its final maturity, the
financial indicators mentioned in the chart below to be obtained based on the audited annual financial statements by external auditors registered with the Brazilian Securities and Exchange Commission – CVM; 
  

													
	 YEARS
	  	2005	 	 	2006	 	 	2007	 	 	2008	 
	 RATIOS
	  			 			 			 		
	 Capitalization ratio
	  	> or = 20	%	 	> or = 20	%	 	> or = 20	%	 	> or = 20	%
	 EBTDA Margin
	  	> or = 18	%	 	> or = 23	%	 	> or = 28	%	 	> or = 32	%
	 Debt Service Coverage
	  	> or = 100	%	 	> or = 100	%	 	> or = 100	%	 	> or = 100	%
	 Indebtedness Limit
	  	< or = 60	%	 	< or = 60	%	 	< or = 60	%	 	< or = 60	%

 Where: 
  

	 	•	 	SE = Shareholders’ Equity and TA = Total Assets; 

  

	 	•	 	NOR = Net Operating Revenue; 

  

	 	•	 	EBITDA = Operating Income before interest, income tax, depreciation and amortization; 

  

	 	•	 	IT = Income Tax; 

  

	 	•	 	Total Onerous Debt = bank debt + debt with suppliers; and 

  

	 	•	 	Capital contributed = paid-up capital” 

  

 2 








 First Addendum to the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for
Economic and Social Development – BNDES FINEM TJLP/CM – 4000350-9 
 “Clause 18. Guarantees Conditions 
 In order to ensure the payment of any of the liabilities stemming herefrom, such as principal amount of debt, interest rates, fees, usual penalty and fine, the following
guarantees shall be granted to the FINANCIAL AGENTS, being considered as an indivisible sum in relation to the amount of debt, and the INTERVENING GUARANTOR expressly agreeing with the conditions covenanted herein, jointly and severally liable, in
the capacity as guarantor and principal obligor, for the compliance with all the obligations assumed by BENEFICIARY in this Agreement; 
 18.1.
GUARANTEE: The INTERVENING GUARANTOR, qualified in the introduction hereof, in the capacity as guarantor and principal obligor of all the obligations assumed by BENEFICIARY herein, signs this present Agreement, with the express waiver to the
benefits of Articles 366, 827, 834, 835, 837, 838 and 839 of the Brazilian Civil Code and article 595 of the Brazilian Code of Civil Procedure and being jointly and severally liable for the punctual and full settlement of said debts, including the
principal amount, interest rates, monetary restatement and other compensatory or default charges, legal expenses, attorney’s fees and all other amounts due pursuant to this Agreement, until its final settlement. The INTERVENING GUARANTOR’s
responsibility shall not suffer any limitation or restrictions as a result of any type of agreement, extension or reduction of terms, forbearance, if granted by FINANCIAL AGENTS to the BENEFICIARY, not being necessary that the FINANCIAL AGENTS make
any kind of notice in this regard. 
 18.1.1. Should occur total or partial default on the part of the BENEFICIARY, the FINANCIAL AGENTS
shall charge the amount due from the INTERVENING GUARANTOR, which shall pay it within no later than two (2) business days, as from the receipt of notice sent by the FINANCIAL AGENTS, by means of correspondence with receipt acknowledgment at the
address indicated in the introduction hereof, via fax (021) 4009-3943 to the attention of Mr. Paulo Seidel or by electronic means at the addresses: pseidel@timbrasil.com.br.mneto @timbrasil.com.br and apimentel@timbrasil.com.br, and
the INTERVENING GUARANTOR shall undertake to inform to the FINANCIAL AGENTS should occur alteration of such data during the effectiveness hereof. 
 18.1.2. For all purposes, including under the criminal scope, the INTERVENING GUARANTOR declares that is duly qualified to constitute this present guarantee, which shall be valid until the entire fulfillment of all the obligations
guaranteed herein, and not only the INTERVENING GUARANTOR is binding upon thereto but also its heirs and successors, on any account, pursuant to the law”. 
 Clause Two – REGISTRY: the BENEFICIARY undertakes to carry out the registration of this Addendum at the 2nd Registry of Deeds and Documents of Osasco – SP, alongside the registry 176.328 as of 11/28/2000, at the 8th 
  

 3 








 First Addendum to the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for
Economic and Social Development – BNDES FINEM TJLP/CM – 4000350-9 
 Registry of Deeds and Documents of the Judicial District of São
Paulo under #365.152 as of 11/28/2000 and at the 1st Registry of Deeds and Documents of Belo Horizonte – MG
– microfilm 770600 and registry on the book C-45, 115500, as of 11/29/2000 and register it at the Registry of Deeds and Documents of the city of Rio de Janeiro/RJ. 
 Clause Three – the FINANCIAL AGENTS expressly release TELECOM ITALIA S.p.a. as from this date, which is automatically released of the guarantee rendered in the Agreement BNDES FINEM TJLP/CM –
4000350-9, referred to in the introduction hereof, which is extinguished herein, giving it full, general and irrevocable acquittance. 
 Clause Four
– EXPENSES: All the expenses derived from this instrument, including registrations, recordings, as well as, taxes and fees incurring thereon, shall be exclusively borne by the BENEFICIARY. 
 Clause Five – RATIFICATION: the parties ratify in all their terms, the clauses, items and other provisions set forth in the Agreement mentioned in the
introduction hereof, referring to what was not modified by this present instrument, especially, the guarantees for restriction of revenues and Promissory Notes conferred to the FINANCIAL AGENTS by means of the Agreement and the Agreement of
Collection, Deposit and Other Covenants, and such guarantees shall remain absolutely complete and in force until the total and final settlement of the obligations assumed by the BENEFICIARY and by the INTERVENING GUARANTOR before the FINANCIAL
AGENTS, this present instrument not implying renewal. 
 Clause Six – This present instrument takes effect on
the date of its signature. 
  

 4 








 First Addendum to the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for
Economic and Social Development – BNDES FINEM TJLP/CM – 4000350-9 
 In witness whereof, the parties fully agreeing with everything covenanted
herein, execute this present instrument in eight (8) counterparts of equal content and form, jointly with two (2) witnesses undersigned hereinbelow. 
  

			
	 Osasco, August 30,2005.
	  	
		
	 FINANCIAL AGENTS:
	  	
		
	  
	  	
	 BANCO BRADESCO S.A.
	  	
	 (illegible names and signatures)
	  	
		
	  
	  	  

	 BANCO ITAÚ S.A.
	  	 (illegible name and signature)

	 Jaime Santana de Souza (signed)
	  	
	 ID card 10.445.428-3
	  	
	 Individual taxpayer’s ID (CPF) 011.403.828-32
	  	
		
	  
	  	  

	 UNIBANCO – UNIÃO DE BANCOS BRASILEIROS S.A.
	  	 Lílian Márcia Machado

	 Flávio Kazuaki Morashashi (signed)
	  	     (signed)

	 Individual taxpayer’s ID (CPF) 906.284.118-04
	  	
		
	  
	  	
	 BANCO ALFA DE INVESTIMENTO S/A
	  	
	 Fernando L. P. Spinetti (General Manager) (signed)
	  	
		
	  
	  	  

	 BANCO ITAÚ BBA S/A
	  	 (illegible name and signature)

	 Jaime Santana de Souza (signed)
	  	
	 ID card 10.445.428-3
	  	
	 Individual taxpayer’s ID (CPF) 011.403.828-32
	  	
		
	 BENEFICIARY:
	  	
		
	  
	  	
	 MAXITEL S/A
	  	
	 Mario César Pereira Araújo (signed)
	  	
		
	 President
	  	
		
	 INTERVENING GUARANTOR:
	  	
		
	  
	  	
	 TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S/A
	  	
	 Stefano De Angelis – TIM BRASIL S/A (signed)
	  	
	 Finance Administration and Control Officer
	  	

  

 5 








 First Addendum to the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for
Economic and Social Development – BNDES FINEM TJLP/CM – 4000350-9 
  

	
	WITNESSES:
	
	  

	Name: Fábio Macedo de Souza Lima (signed)
	Individual taxpayer’s ID (CPF/MF): 282371838-94
	
	  

	Name: Rosa Rodrigues de B. Ferraz (signed)
	Individual taxpayer’s ID (CPF/MF): illegible

  

 6 








 BNDES 
 FINAME 
 BNDESPAR 
 Letter P-507/2005 
 Rio de Janeiro, June 30, 2005. 
 Mr. 
 WALMIR KESSELI Director MAXITEL S/A ‹ 
 TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S/A 
 Av. das Américas, 3434 – Bloco 01 – 6o andar – Barra da Tijuca 
 22640-120 – Rio de Janeiro – RJ 
 Dear Sir: 
 I inform you that BNDES’ executive board, in meeting held on 6/22/2005, enacted the Decision Dir 592/2005,
of these companies’ interest, a copy of which is attached hereto. 
  

	
	Sincerely yours,
	
	ELVIO LIMA GASPAR
	Chief of Presidency Office


 Attachment: Decision Dir. 592/2005 - BNDES 








			
	BNDES	  	
	FINAME	  	
	BNDESPAR	  	
	Decision Dir. 592/2005 – BNDES	  	Meeting as of June 22, 2005                

  

			
	Interest Parties:	  	MAXITEL S.A.
		
		  	 Corporate Taxpayer’s ID (CNPJ) 01.009.686/0001-44

		  	 Av. das Américas, 3434, Bloco 01, 6o andar, Barra da Tijuca

		  	 Rio de Janeiro – RJ

		  	 CEP 22640-120

		  	 BANCO BRADESCO S.A.

		  	 Corporate Taxpayer’s ID (CNPJ) 60.746.948/0001-12

		  	 Praia de Botafogo, 228, 12o andar, sala 1201, Botafogo

		  	 Rio de Janeiro – RJ

		  	 CEP 22250-040

		  	 TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.

		  	 Corporate Taxpayer’s ID (CNPJ) 02.600.854/0001-34

		  	 Av. das Américas, 3434, Bloco 01, 6o andar, Barra da Tijuca

		  	 Rio de Janeiro – RJ

		  	 CEP 22640-120

		
	Matter:	  	Extraordinary granting for the non-compliance on 12/31/2004 with the financial indicators agreed upon in the Credit Facility Agreement by means of Credit Facility 002.553.3.1, as of 11/22/2000,
executed between BNDES and Maxitel S.A., charging fine for the non-financial default; authorization to alter financial indicators set forth in this Credit Facility Agreement and corresponding Onlending Agreement; and authorization to replace the
guarantor of the indirect operation.
		
	Ref.:	  	 IP AIE/DETEL 014/2005, as of 6/10/2005.


 Endorsing the Reporter’s opinion, the Executive Board decided by unanimous
vote: 
  

	 	1.	Extraordinary granting for the non-compliance on 12/31/2004 by Maxitel S/A with the financial indicators agreed upon in the Credit Facility Agreement by means of Credit Facility
002.553.3.1, as of 11/22/2000, executed between BNDES and Maxitel S.A., with the non-exercise by BNDES of right to declare the early maturity of the Agreement in view of such default, nevertheless, charging a 0.5% fine over the outstanding balance
on 12/31/04, to be paid up to 6/30/2005; 

  

	 	2.	Authorize the alteration of financial indicators provided for in the Credit Facility Agreement by means of Credit Facility 00.2.553.3.1, as of 11/22/2000, and in the Credit Facility
Agreement by means of Onlending of Funds Contracted with the National Bank for Economic and Social Development – BNDES FINEM TJLP/CM 4000350-9, as of 11/28/2000, by the following financial indicators, which shall be fully observed during the
effectiveness of such agreements and up to the final maturity thereof, to be obtained based on the annual audited financial statements by 








 BNDES 
 FINAME 
 BNDESPAR 
 Decision Dir. 592/2005 – BNDES 
  

	 	    	external auditors registered with the Brazilian Securities and Exchange Commission – CVM: 

  

													
	 	  	2005	 	 	2006	 	 	2007	 	 	2008	 
	 Capitalization Ratio
	  	20	%	 	20	%	 	20	%	 	20	%
	 EBITDA Margin
	  	18	%	 	23	%	 	28	%	 	32	%
	 Indebtedness Limit
	  	60	%	 	60	%	 	60	%	 	60	%

  

	 	3.	Authorize the replacement of the guarantor of the Credit Facility Agreement by Means of Onlending of Funds Contracted with the National Bank for Economic and Social Development with
TIM Brasil Serviços e Participações S/A. 

 The alteration of financial indicators and
the replacement of guarantor shall be formalized by contractual addendum. 
 Thais da Silva Freire 
 Attorney (signed) 
 Roberto Z. Machado 
 AIE/DETEL 
 Chief (signed) 
 Ligia Barros das Chagas 
 Manager 
 AIE/DETEL (signed) 
 João Carlos (illegible) 
 SUP/AIE (signed) 








					
	ERNST & YOUNG	  	Edifício Asamar	  	Phone: (5531) 3261-7787
		  	Rua Paraíba, 1000 – 10o andar	  	Fax: (5531) 3261-0053
		  	30130-141 – Belo Horizonte – MG –	  	Homepage: www.ey.com.br
		  	Brasil	  	

 INDEPENDENT AUDITORS COMFORT LETTER 
 Dear Sirs. 
 Management and Shareholders 
 Maxitel S.A. 
  

	 	1.	We examined according to audit rules applicable in Brazil the financial statements of Maxitel S.A. on December 31,2005, prepared pursuant to the accounting practices adopted in
Brazil, over which we issued our corresponding unqualified opinion on January 18,2006. 

  

	 	2.	During the preparation of our works, we did not take cognizance of any material fact, which could indicate, on December 31, 2005, the non- compliance with the Financial Ratios,
required in clause 12 of the “Addendum to the Credit Facility Agreement by means of Credit Facility” 00.2.553.3.1, executed between the National Bank for Economic and Development – BNDES, dated October 14,2005 and clause 14 of
the “Addendum to the Credit Facility Agreement by means of Onlending of Funds” 4000350-9, executed with a pool of banks, named as Financial Agents, dated August 30,2005, concerning the accounting aspects. Nevertheless, our audit was
not directed to obtain information about such non-compliance. 

  

	 	3.	The financial ratios obtained by the Company’s management and reviewed by us are shown in the spreadsheet attached hereto, initialed for identification purposes.


  

	 	4.	This letter is for the sole and exclusive use of management and shareholders of Maxitel S.A., BNDES, Financial Agents indicated in the Addendum to the Agreement 4000350-9 and it
shall not be used for any other purpose besides that specified by the addenda to the credit facility agreements referred to in paragraph 2. 

 Rio de Janeiro, January 18,2006. 
 ERNST & YOUNG 
 Auditores Independentes S.S. 
 Regional
Accounting Council (CRC)-2SP 015.199/0 -6 – F – RJ 
 Mauro Moreira (signed) 
 Accountant CRC – 1RJ 072.056/O -0 







 Memory of calculation BNDES Covenants 
 Amount in R$ thousand 
 Measurement
period: annual 
  

								
	  	 	  	  	Dec/05	 	 	Target
	A) Capitalization Ratio	 		  			 	
		 	Shareholders’ Equity	  	947,009	 	 	Página
		 	Shareholder Financing	  	—  	 	 	cortada
		 		  	 	 	 	
		 		  	947,009	 	 	
	 Shareholders’ Equity
	 	Total Assets	  	2,410,188	 	 	
		 		  	 	 	 	
	         Total Assets
	 	= Capitalization Ratio	  	39	%	 	
		 		  	 	 	 	
	B) EBITDA Margin 	 	 EBITDA
	  	293,790	 	 	
		 	 Net Operating Revenue
	  	1,236,483	 	 	
		 		  	 	 	 	
	             EBITDA             
	 	= EBITDA Margin	  	24	%	 	
		 		  	 	 	 	
	 Net operating revenue
	 		  			 	
				
	C) Debt Service Coverage	 		  			 	
		 	 EBITDA – Income tax
	  	293,790	 	 	
		 	 Interest + Amortization
	  	157,561	 	 	
		 		  	 	 	 	
	 (EBITDA – Income tax)
	 	 = Debt Service Coverage
	  	186	%	 	
		 		  	 	 	 	
	 (Interest + Amortization)
	 		  			 	
				
	D) Indebtedness Limit	 		  			 	
		 	 Total Onerous Debt (TOD)
	  	846,894	 	 	
		 	 TOD + Capital Stock
	  	2,047,663	 	 	
		 		  	 	 	 	
	         TOD         
	 	= Indebtedness Limit	  	41	%	 	
		 		  	 	 	 	
	     (TOD + CS)
	 		  			 	

 OI EOT = Banking Debt + Debt with suppliers [frase cortada] 








					
	ERNST & YOUNG	 	 Centro Empresarial Botafogo
 Praia de Botafogo, 300
– 13o andar
 22250-040 – Rio de Janeiro – RJ – Brasil
	 	 Phone: (5521) 2554-1400
 Fax: (5521)
2554-1500
 Homepage: www.ey.com.br


 Dear Sirs. 
 Management and Shareholders 
 Maxitel S.A. 
  

	5.	We examined the balance sheet of Maxitel S.A. drawn up on December 31,2004 and respective statements of income, statements of shareholders’ equity and statements of
changes in financial position corresponding to the year ended on that date pursuant to the accounting practices adopted in Brazil and we issued an independent auditor’s unqualified opinion dated January 20, 2005. 


 

	6.	We read the Credit Facility Agreement by means of Credit Facility 00.2.553.3.1 and the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for
Economic and Social Development – BNDES 4000350-9, dated November 22 and 28, 2000, respectively, executed between Maxitel S.A. and the National Bank for Economic and Social Development and indirectly through a pool of banks, named as
Financial Agents, mainly referring to the requirements of financial ratios outlined in clause 12, item 9 and clause 14 letter o, respectively, requiring that the Company maintains during the effectiveness of the agreement, at least, five
(5) out of six (6) financial ratios required, obtained in balance sheet or interim balance sheet audited by external auditors registered with the Brazilian Securities and Exchange Commission. 

  

	7.	Based on the financial statements as of December 31, 2004 and information mentioned above, we identified that Maxitel S.A. did not comply with the following ratios:


  

	 	•	 	Current Liquidity Ratio, clause 12, item 9, letter b (direct operation) and clause 14, letter o, item 2 (indirect operation); 

  

	 	•	 	EBITDA Margin, clause 12, item 9, letter c (direct operation) and clause 14, letter o, item 3 (indirect operation); 

  

	 	•	 	Debt Service Coverage, clause 12, item 9, letter d (direct operation) and clause 14, letter o, item 4 (indirect operation); 

  

	 	•	 	Maximum Term for Paying the Debt, clause 12, item 9, letter f (direct operation) and clause 14, letter o, item 6 (indirect operation). 









	8.	Referring to our audit and based on the financial statements of Maxitel S.A. except for the issue mentioned in paragraph 3, we did not take cognizance of any other material fact,
which would make us believe that on December 31,2004, Maxitel failed to comply with the terms referred to in paragraph 2, concerning the accounting aspects. Nevertheless, our audit was not directed to obtain information about such
non-compliance. 

  

	9.	This letter is for the sole and exclusive use of Maxitel S.A., of the National Bank for Economic and Social Development – BNDES and the Financial Agents indicated in the
Agreement 4000350-9 and shall not be used for any other purpose without our express authorization. 

 Rio de Janeiro,
January 20,2005 
 ERNST & YOUNG 
 Auditores Independentes S.S. 
 Regional Accounting Council (CRC)-2SP 015.199/0-6 – F – RJ

 Mauro Moreira (signed) 
 Accountant CRC – 1RJ 072.056/O-0 







 MAXITEL S.A.  
 FINANCIAL RATIOS 
 December 31,2004 
 (in thousands of reais) 
  

							
	 	  	 	  	 	 	 BNDES
 Contractual
 Ratio

	A) Capitalization Ratio	  		  		 	
		  	Shareholders’ Equity	  	1,188,079	 	
		  	Shareholder Financing	  	—  	 	
		  		  	 	 	
		  		  	1,188,079	 	
	Shareholders’ Equity	  	Total Assets	  	2,141,768	 	
		  		  	 	 	
	Total Assets	  	= Capitalization Ratio 	  	55% > =	 	20%
		  		  	 	 	
				
	B) Current Liquidity Ratio	  		  		 	
		  	Current Assets	  	315,834	 	
		  	Current Liabilities	  	790,192	 	100%
		  		  	 	 	
	Current Assets	  	= Current Liquidity Ratio	  	40% > =	 	
		  		  	 	 	
	Current Liabilities	  		  		 	
				
	C) EBITDA Margin	  	EBITDA	  	111,355	 	
		  	Net Operating Revenue	  	1,005,471	 	
		  		  	 	 	
		  		  		 	35%
	             EBITDA
            
	  	= EBITDA Margin 	  	11% > =	 	
		  		  	 	 	
	 Net operating revenue
	  		  		 	
				
	D) Debt Service Coverage 	  		  		 	
		  	EBITDA – Income tax	  	112,839	 	100%
		  	Interest + Amortization	  	215,287	 	
		  		  	 	 	
	(EBITDA – Income tax) 	  		  	52% > =	 	
		  		  	 	 	
	(Interest + Amortization)	  	= Debt Service Coverage 	  		 	
				
	E) Indebtedness Limit 	  		  		 	
		  	Total Onerous Debt (TOD)	  	843,195	 	
		  	TOD + Capital Stock	  	2,043,964	 	60%
		  		  	 	 	
	                 TOD                
	  	= Indebtedness Limit 	  	41% < =	 	
		  		  	 	 	
	           (TOD + CS)
	  		  		 	
				
	F) Maximum Term for Paying the Debt 	  		  		 	
		  	Total Onerous Debt (TOD)	  	843,195	 	
		  	EBITDA – Income Tax	  	112,839	 	
		  		  	 	 	
	                 TOD                 
	  		  		 	4
	 (EBITDA – Income tax)
	  	= Maximum Term for Paying 	  	7.5< =	 	
		  		  	 	 	
		  	the Debt	  		 	









					
	ERNST & YOUNG	  	 Edifício Asamar
 Rua Paraíba, 1000 –
10o andar
 30130-141
– Belo Horizonte – MG – Brasil
	  	 Phone: (5531) 3261-7787
 Fax: (5531) 3261-0053

Homepage: www.ey.com.br


 Dear Sirs. 
 Management and Shareholders 
 Maxitel S.A. 
  

	1.	We examined the balance sheet of Maxitel S.A. drawn up on December 31,2003 and respective statements of income, statements of changes in unsecured liability and statements of
changes in financial position corresponding to the year ended on that date pursuant to the accounting practices adopted in Brazil and we issued an independent auditor’s unqualified opinion dated February 25, 2004. 


 

	2.	We read the Credit Facility Agreement by means of Credit Facility 00.2.553.3.1 and the Credit Facility Agreement by means of Onlending of Funds Contracted with the National Bank for
Economic and Social Development – BNDES 4000350-9, dated November 23 and 28, 2000, respectively, executed between Maxitel S.A. and the National Bank for Economic and Social Development and indirectly through a pool of banks, named as
Financial Agents, mainly referring to the requirement of financial ratios outlined in clause 12, item 9 and clause 14 letter o, respectively, requiring that the Company maintains during the effectiveness of the agreement, at least, five (5) out
of six (6) financial ratios required, obtained in balance sheet or interim balance sheet audited by external auditors registered with the Brazilian Securities and Exchange Commission. 

  

	3.	Based on the financial statements as of December 31, 2003 and information mentioned above, we identified that Maxitel S.A. did not comply with the following ratio:


  

	 	•	 	EBITDA Margin (clause 12, item IX, letter c (direct operation) and clause 14, letter o, item 3 (indirect operation). 

  

	4.	Referring to our audit and based on the financial statements of Maxitel S.A. except for the issue mentioned in paragraph 3, we did not take cognizance of any other material fact,
which would make us believe that on December 31,2003, Maxitel S.A. failed to comply with the terms referred to in paragraph 2, concerning the accounting aspects. Nevertheless, our audit was not directed to obtain information about such
non-compliance. 









	5.	This letter is for the sole and exclusive use of Maxitel S.A., of the National Bank for Economic and Social Development – BNDES and the Financial Agents indicated in the
Agreement 4000350-9 and shall not be used for any other purpose without our express authorization. 

 Belo Horizonte,
February 25,2004. 
 ERNST & YOUNG 
 Auditores Independentes S.S. 
 Regional Accounting Council (CRC)-2SP 015.199/0-6 – F – RJ

 Mauro Moreira (signed) 
 Accountant CRC – 1RJ 072.056/O-0 







 Memory of calculation BNDES Covenants 
  

									
	  	  	 	  	 	 	 	Target	 
	A) Capitalization Ratio	  		  			 		
		  	 • Shareholders’ Equity
	  	(1,228,705	)	 		
		  	 • Shareholder Financing
	  	2,636,320	 	 		
		  		  	 	 	 		
		  		  	1,407,615	 	 	> 10	%
	 Shareholders’ Equity
	  	Total Assets	  	2,177,832	 	 		
		  		  	 	 	 		
	         Total Assets
	  	= Capitalization Ratio 	  	65	%	 		
		  		  	 	 	 		
	B) Current Liquidity Ratio	  		  			 		
		  	Current Assets	  	497,199	 	 		
		  	Current Liabilities	  	407,658	 	 	> 1	 
		  		  	 	 	 		
	Current Assets 	  	= Current Liquidity Ratio	  	1.22	 	 		
		  		  	 	 	 		
	 Current Liabilities
	  		  			 		
				
	C) EBITDA Margin	  	EBITDA	  	224,159	 	 		
		  	Net Operating Revenue	  	845,442	 	 		
		  		  	 	 	 		
		  		  			 	> = 0.35	 
	             EBITDA            
	  	= EBITDA Margin 	  	0.27	 	 		
		  		  	 	 	 		
	 Net operating revenue
	  		  			 		
				
	D) Debt Service Coverage	  		  			 		
		  	EBITDA – Income tax	  	224,159	 	 		
		  	Interest + Amortization	  	190,449	 	 	> = 1	 
		  		  	 	 	 		
	(EBITDA – Income tax) 	  	= Debt Service Coverage	  	1.18	 	 		
		  		  	 	 	 		
	 (Interest + Amortization)
	  		  			 		
				
	E) Indebtedness Limit	  		  			 		
		  	Total Onerous Debt (TOD)	  	716,842	 	 		
		  	TOD + Capital Stock	  	4,033,924	 	 	< = 0.6	 
		  		  	 	 	 		
	                 TOD                 
	  	= Indebtedness Limit	  	0.18	 	 		
		  		  	 	 	 		
	           (TOD + CS)
	  		  			 		
	F) Maximum Term for Paying the Debt	  		  			 		
		  	Total Onerous Debt (TOD)	  	716,842	 	 		
		  	EBITDA – Income Tax	  	224,159	 	 		
		  		  	 	 	 		
	                 TOD                 
	  		  			 	< 6	 
	 (EBITDA – Income tax)
	  	= Maximum Term for Paying the Debt	  	3.2	 	 		
		  		  	 	 	 		

 Prepared by Maxitel S.A. Initialed for the purposes of identification on
6/16/2004 by Ernst & Young – Belo Horizonte