Exhibit 4.2









Facility Agreement



FACILITY AGREEMENT Reference number 8R-41700-MLA-284 FA3
to Master Loan Agreement Reference No. TIMLALT (the “Master”) dated 6/20/2013, is entered into as of the date
October 27th 2015 (the “Effective Date”)



BETWEEN



| | (1) | CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation,
having its registered Office at 170 West Tasman Drive, San Jose, CA 95134-1706, United States of America (“Lender”);
and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | TIM CELULAR S/A, a limited liability company organized
and existing under the laws of the Federative Republic of Brazil, having its address and principal place of business at Avenida
Giovanni Gronchi 7143, Vila Andrade, SP 05724-006, Brazil, with Commercial license number (Tax Payer Register) CNP) 04.206.050/0001-800
(“Borrower”).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



OPERATIONAL



| | (A) | This agreement constitutes a facility agreement under
the Master (the “Facility Agreement”).
| | --- | --------------------------------------------------------------------------------------------



| | (B) | The Lender agrees to grant to the Borrower the Facility
described below to finance IT Solutions; and
| | --- | ----------------------------------------------------------------------------------------------------



| | (C) | Capitalized terms or expressions not defined herein have
the same meanings set out in the Master.
| | --- | -------------------------------------------------------------------------------------------------



FACILITY DETAILS





|Availability Period End Date       | : | June 27”‘, 2016                                                                                                   
|---------------------------------- | - | ------------------------------------------------------------------------------------------------------------------
|                                   |   |                                                                                                                   
|Term                               | : | The term of each Loan should be 60 Months with Semi Annual Payments in Arrears                                    
|                                   |   |                                                                                                                   
|Rate of Interest                   | : | The term for a specific drawdown agreed between the Borrower and the Lender In the relevant Request for Borrowing.
|                                   |   |                                                                                                                   
|Default Rate                       | : | 3.8 % (Three point Eight percent) per year                                                                        
|                                   |   |                                                                                                                   
|Facility Limit                     | : | $50,000,000.00 (Fifty Million and 00/100 United States Dollars)                                                   
|                                   |   |                                                                                                                   
|Third Party Limit                  | : | 40% (forty percent)                                                                                               
|                                   |   |                                                                                                                   
|Minimum Drawdown Amount            | : | $300,000.00 (Three Hundred Thousand and 00/100 United States Dollars)                                             
|                                   |   |                                                                                                                   
|Maximum Drawdown Number            | : | $50,000,000.00 (Fifty Million and 00/100 United States Dollars)                                                   
|                                   |   |                                                                                                                   
|Services Agreement                 | : | Not applicable                                                                                                    
|                                   |   |                                                                                                                   
|Legal name and address of Security |   |                                                                                                                   
|Provider                           | : | Not applicable                                                                                                    





1.	Representations and Warranties



The Borrower acknowledges that the Lender has entered into this
Facility Agreement In reliance upon the representations and warranties set out in Clause 6 of the Master and represents and warrants
to the Lender on the date of this Facility Agreement as set out in Clause 6 of the Master.



In addition to the Clause 6 of the Master, the Borrower hereby
confirms that the Bacen has approved the financial conditions of the Facility Agreement and attaches hereto a printout of the ROF
approval of the Bacen.



2.	Additional Conditions Precedents



The Lender shall receive following documents and evidence, satisfactory
to the Lender in form and substance:



1.	a copy of the ROF



3.	Condition Subsequent



Within thirty (30) days after the disbursement of a Loan hereunder,
the Borrower shall present to the Lender a printout of the Schedule of Payments related to the Loan issued by the Central Bank
of Brazil, which must be in accordance with the terms and conditions agreed upon by the Parties.



4.	Additional Provisions



Section 3.6 (Application of each Loan) of the Master are hereby
replaced in Its entirety to the following:



3.6 Application of each Loan. The entire principal amount of
the Loan shall be paid by the Borrower to the Authorized Supplier indicated by the Borrower to the Lender in Connection with the
Equipment described in the Invoices and/or Supplier Certificate attached to the Request for Borrowing. Within 90 (Ninety) days
after the Lender has disbursed the Loan, the Lender may contact directly the Authorized Supplier in order to obtain the evidence
(proof of payment) that all the Invoices have been properly received by the Authorized Supplier. In case the Lender does not receive
any positive response from the Authorized Supplier in a reasonable time, Lender shall keep the right to request the proof of payment
of the 50 (Fifty) largest Invoices, selected by the Lender, that have been properly received by the Authorized Supplier directly
from the Borrower, who remains the ultimate responsible for providing such evidence.



Section 10.1. (Withholdings and deductions for Tax) of the Master
are hereby amended to include the following paragraph:















10.1.1: “Notwithstanding the above, the Borrower shall
not be required to increase payments for the withholding tax on Interest if the Borrower presents an original or certified copy
of a receipt evidencing payment thereof within thirty (30) days of payment of such withholding tax.”,





THE PARTIES CONFIRM THAT THEY HAVE READ THIS FACILITY AGREEMENT
AND THE MASTER AND AGREE TO BE BOUND BY THEM.EXECUTED BY THE PARTIES AND THE 2 (TWO) WITNESSES SIGNED HEREUNDER WITH ALL SIGNATURES DULY NOTARIZED ON THE DATE SET OUT BELOW



|CISCO SYSTEMS CAPITAL CORPORATION        | TIM CELULAR S/A                                                                                              
|---------------------------------------- | -------------------------------------------------------------------------------------------------------------
|(authorized signatory and company stamp) | (authorized signatory and company stamp)                                                                     
|Date:	11/18/2015                         | Date:                                                                                                        
|By:	/s/ Deborah Baker                    | By:	     /s/ Paolo Barroeri                                                                                  
|Name:	Deborah Baker                      | Name:	Paolo Barroeri                                                                                         
|Title: 	Senior Director                  | Title: 	  TIM Celular S.A.
	          Finanças e Tesouraria                                                  
|                                         |                                                                                                              
|Witnessed by:                            |                                                                                                              
|1.	
Name:	
ID:                           | 2.	       /s/ Glaucia Crahim
Name:	Glaucia Crahim
	          TIM Celular S/A
	          Finanças e Tesouraria
|                                         | ID:                                                                                                          















ACKNOWLEDGEMENT



State of Nevada



County of Washoe



This instrument was acknowledged before me on November 18, 2015
by Deborah Baker as Senior Director, AMS Operations of Cisco Systems Capital Corporation.







Notary Public







This acknowledgement is attached to a mark registration dated
November 18, 2015















Request
for Borrowing





Request for
Borrowing - US-207-0001



CiSCO Systems Capital Corporation



9850 Double R Blvd.
Reno, NV 89521
Attn: Loan Operations
Fax: +1-775-789-5799



October 27th,
2015



Ladies and Gentlemen:



Request for Borrowing for Facility
Reference number BR-41700-MLA-284_FA3 in the amount of USD$50,000,000.00



We refer to the Facility Agreement
Reference Number BR-41700-MLA-284_FA3 dated October 27th, 2015 between the Borrower and Cisco Systems Capital Corporation
(the “Lender”). Terms used in this Request for Borrowing have the same meaning as the Facility Agreement.



We hereby request a Loan upon the
terms of the Master as follows:



| | 1. | The Drawdown Date is December
                                         10th, 2015.
| | -- | ----------------------------------------------------------------------------------



| | 2. | The amount of the Loan is US$
                                         50,000,000.00
| | -- | ------------------------------------------------------------------------------------



| | 3. | The applicable Interest rate is 2.5%
| | -- | ------------------------------------



| | 4. | The Term of each Loan shall be 60months commencing on the Drawdown Date of that Loan with Semiannual payments in Arrears.
| | -- | -------------------------------------------------------------------------------------------------------------------------



| | 5. | The proceeds of the Loan are to be
                                         paid directly to TIM CELULAR S/A in settlement of the Invoices described in the
                                         spreadsheet specifying the total amount of those Invoices and showing the ratio (by invoice
                                         value) of Third Party or Third Party Services to all Products or Services, attached hereto
                                         as Scheduled D.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Borrower’s Bank Information
                                         (Payee Bank Information)
| | -- | ---------------------------------------------------------------------------------------------





|Bank A/C Number:                   | 11116605          
|---------------------------------- | ------------------
|Bank Name:                         | Banco JP Morgan   
|Routing Number:                    |                   
|ABA No.                            | Swift No. CHASBRSP
|Address: Av. Brig. Faria Lima 3729 | City: São Paulo   
|Zip Code:04538-905                 | Country: Brazil   



| | 6.1. | Borrower’s intermediate
Bank Information (if any)
| | ---- | -------------------------------------------------





|Bank A/C Number: |                        
|---------------- | -----------------------
|Bank Name:       | JP Morgan Chase Bank NA
|Routing Number   |                        
|ABA No.          | Swift No. CHASUS33     
|Address:         | City: New York         
|Zip Code:        | Country: USA           





| | 7. | The Borrower was authorized not to
                                         increase payments for the withholding tax on Interest at 15% and it must present an original
                                         or certified copy of a receipt (DARF) evidencing payment thereof within thirty (30) days
                                         of such payment.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | According to clause 3.3 (b) of the
                                         Master, the Request for Borrowing shall be received by the Lender at least fifteen (15)
                                         Business Days prior to the Drawdown Date set forth in item 1) above.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | Payment Dates and Repayments are
                                         as described on Appendix A attached hereto.
| | -- | ---------------------------------------------------------------------------------------------------------------------



The Borrower represents and warrants
to the Lender on the date of this Request for Borrowing as set out in Clause 6 of the Master. A spreadsheet specifying the total
amount of those Invoices and showing the ratio (by invoice value) of Third Party or Third Party Services to all Products or Services
is enclosed hereto as Schedule D.



Sincerely,



Authorized Signatory



TIM CELULAR S/A















































































Enclosures



Appendix A: Repayment Schedule



Schedule D: Third Party Product
and/or Service Spread Sheet



Accepted and agreed:









Cisco Systems Capital Corporation





Date: 11/18/2015



























ACKNOWLEDGEMENT



State of Nevada



County of Washoe



This instrument was acknowledged before me on November 18, 2015
by Deborah Baker as Senior Director, AMS Operations of Cisco Systems Capital Corporation.







Notary Public









This acknowledgement is attached to a mark registration dated
November 18, 2015