**Exhibit 4.3**

 

**English Language Summary**

 

*Credit Agreement – Contrato de Financiamento MedianteAbertura de Crédito N° 15.2.0825.1, dated as of December 29, 2015, between BNDES, the Brazilian Development Bank (*BancoNacional de Desenvolvimento Econômico e Social*), as lender, TIM Celular S.A., as borrower, and TIM ParticipaçõesS.A. as guarantor.*

 

On December 29, 2015, TIM Celular S.A.,or TIM Celular, entered into a credit agreement, or the Credit Agreement, with an aggregate principal amount of R$63.935 millionwith the Brazilian Development Bank *(Banco Nacional de Desenvolvimento Econômico e Social*), or BNDES. TIM ParticipaçõesS.A., or TIM, is guarantor under the Credit Agreement, jointly and severally liable for TIM Celular’s obligations.

 

The principalamount is split into two credit lines, each with different interest rates:(1) Credit LineA, in an amount of R$60.995 million, at a fixed interest rate of 7.0% per year. In case of an event caused by TIM Celular whichgives rise to the loss of the equalization right provided under Article 1 of Law No. 12,096 of November 24, 2009, interest shallaccrue, starting from the date of such event, at the rate of TJLP plus 1.5% per year, unless such rate is less than the aforementionedfixed rate, in which case the fixed rate shall continue to apply. Interest is payable on Credit Line A on the 15th dayof every three months from the date of the contract through January 15, 2019, and on the 15th day of every month fromFebruary 15, 2019 through the repayment date. (2) Credit Line B, in an amount of R$2.940 million, adjusted for TJLP, at an interestrate of TJLP plus 0.52% (which may be further adjusted depending on the TJLP rate at any given time). Interest on Credit Line Bis either capitalized, or payable on the 15th day of every three months from the date of the contract through January15, 2019 and on the 15th day of every month from February 15, 2019 through the repayment date, depending on the TJLPrate at any given time as set forth in more detail in the Credit Agreement. The principal amount is to be repaid in sixty installments,with the first installment due on February 15, 2019 and the final installment due on January 15, 2024.

 

Certain customary conditions precedentas set forth in the Credit Agreement must be met for the funds to be released. One such condition precedent is payment by TIM Celularto BNDES of a Financial Collaboration Fee (*Comissão por Colaboração Financeira*)**equal to 0.3%over the value of the Credit Agreement; in the event there is no release of funds, the Financial Collaboration Fee shall be duewithin 45 days of BNDES demand.

 

Credit Line A has an non-extendable availabilityperiod of 24 months; and Credit Line B has an availability period of 36 months without prejudice to BNDES extending such period.

 

Each Credit Line must be used for certainpurposes as set forth in the Credit Agreement. Credit Line A must be used for investing in research and development within thescope of the BNDES Investment Support Program – Efficient Machine and Equipment Innovation Subprogram. Credit Line B mustbe used for investing in research and development within the scope of the BNDES Innovation Program.

 

The Credit Agreement contains typicalaffirmative and negative covenants, including certain financial covenants and adherence to the general rules applicable to anyBNDES loan. Additionally, TIM Celular must notify BNDES, within 30 days of obtaining knowledge, if it or any of its controllingcompanies, administrators, employees, agents, representatives, suppliers, contractors or subcontractors are involved in an investigationsuit, judicial or administrative proceeding relating to harmful acts, infractions or crimes against the economic or fiscal order,laundering or concealment of goods, rights or interests, or against the National Financial System (*Sistema Financeiro Nacional*),capital markets or public administration, including, without limitation, any acts which could violate certain Brazilian laws enumeratedtherein.**TIM Celular must also notify BNDES of any individual remunerated by TIM Celular or owner, controller or directorof TIM Celular which acts as a federal deputy (*Deputado(a) Federal*) or senator (*Senador(a)*). TIM undertakes not topermit a change of control in TIM Celular without prior BNDES consent, and TIM is required to continue exercising control, as definedunder Brazilian law, over TIM Celular.

 

TIM Celular pledges as collateral to BNDESa security interest over all of their revenues, commencing from the date of the Credit Agreement until the satisfaction in fullof all obligations under the Credit Agreement.

 

Any of the following would constitutean event of default during the term of the Credit Agreement, for which BNDES may require acceleration of the maturity date andrepayment:

 

1. Certain negative covenants and other obligations set forthin the Credit Agreement or general rules applicable to any BNDES loan are not complied with; or

 

2. There is a final, non-appealable judgment that TIM Celularuses slave or child labor or has committed crimes against the environment, except where TIM Celular is effectuating reparationsor complying with penalties imposed under such legal process; or

 

3. Inclusion in the bylaws or other organizational documentsof TIM Celular or any company that controls it any conditions which would restrict or prejudice the ability to repay financialobligations arising under the Credit Agreement; or

 

4. TIM Celular uses the funds for purposes other than thoseas set forth in the Credit Agreement; or

 

5. On the inauguration date of any individual remunerated byTIM Celular or owner, controller or director of TIM Celular as a federal deputy (*Deputado(a) Federal*) or senator (*Senador(a)*).