Private Instrument of Indenture of the Third Issuance of Simple Debentures



 Exhibit 10.21 
 PRIVATE DEED FOR THE THIRD ISSUANCE OF SIMPLE DEBENTURES NOT 
 CONVERTIBLE INTO SHARES, IN A SINGLE
SERIES, AS A SUBORDINATED ASSET OF 
 TELEMAR NORTE LEST S.A. 
 A Private Deed for the Third Issuance of Simple Debentures Not Convertible into Shares, in a Single Series, as a Subordinated Asset (hereinafter referred to as “DEED”), undertaken by TELEMAR NORTE LESTE
S.A., a corporation with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, at Rua General Polidoro, 99, Botofogo, enrolled with the Brazilian Corporate Taxpayers’ Roll with the Ministry of Finance (CNPJ/MF) under
No. 33.000.118/0001-79, represented herein according to its Company Bylaws (hereinafter referred to as “ISSUER”), pursuant to the following clauses and conditions: 
 CLAUSE I – AUTHORIZATION 
 The present Deed is signed based on the decisions made at the
Board of Directors Meeting (“RCA”) and the Oversight Board Meeting (“RCF”) on October 30, 2008, as well as at the Extraordinary Shareholders’ Meeting (hereinafter referred to as “AGE”) of the ISSUER’S
shareholders held on December 9, 2008. 
 CLAUSE II – REQUIREMENTS 
  

	2.	The issuance of debentures (hereinafter referred to as “DEBENTURES”) dealt with in the present DEED shall be undertaken in compliance with the following requirements:


  

	2.1	Enrollment of the DEED with the Commerce Registry: The present DEED shall be enrolled with the Commerce Registry, as per Law No. 6.404 of 12/15/1976, amended by Law
No. 10.303 of 10/31/2001. 

  

	2.2	Filing and Publication of the Minutes of the Issuer’s Extraordinary Shareholders’ Meeting: The Issuer’s shareholders approved the present Issuance in an AGE
held on December 9, 2008, whose minutes shall be filed with the Rio de Janeiro Chamber of Commerce and published in the Rio de Janeiro State Gazette and in the newspaper Valor Econômico within the legal deadline.


 CLAUSE III – CHARACTERISTICS OF THE ISSUANCE 
  

	3.1	Issuer’s Corporate Objective: The objective of the Issuer’s company is to develop telecommunications services and activities necessary or useful to execute these
services, in compliance with concessions, authorizations and permissions granted to it. 

  

	3.2	Issuance Number: The issuance set forth in the present Deed (hereinafter referred to as “Issuance”) constitutes the fourth issuance of Debentures by the Issuer, and
the third private issuance. 

  

	3.3	Total Issuance Amount: The total amount of the present Issuance is R$3,500,000,000.00 (three billion and five hundred million reais) in a single series, on the Issue
Date, as determined below, and may be increased by 20% additional debentures depending on the demand. 

  

	3.4	Destination of Funds: The funds obtained by the present Issuance shall be employed for the Issuer’s corporate purposes. 

  

	3.5	Placement: The Debentures shall be placed privately. 

 CLAUSE IV – CHARACTERISTICS OF THE DEBENTURES 
  

	4.1	Basic Characteristics 

  

	4.1.1	Total Issuance Amount: The total amount of the Issuance is up to R$3,500,000,000.00 (three billion and five hundred million reais) on the Issue Date, as determined in
Item 4.1.5, and may be increased by 20% additional debentures depending on the demand. 









	4.1.2	Nominal Unit Price: The nominal unit price of the Debentures is R$100,000.00 (one hundred thousand reais) on the Issue Date, as determined below.


  

	4.1.3	Series Number: The Issuance shall be in a single series. 

  

	4.1.4	Quantity of Debentures: A total of 35,000 (thirty-five thousand) Debentures shall be issued, which may be increased by 20%. 

  

	4.1.5	Issue Date: For all legal effects the Issue Date of the Debentures shall be December 11, 2008. 

  

	4.1.6	Due Date and Deadline: The principal of the Debentures shall be owed in a single installment 60 (sixty) months after the Issue Date, that is, on December 11, 2013
(hereinafter referred to as “DUE DATE”), on which date the Issuer shall undertake to pay for the Debentures that are still in circulation. 

  

	4.1.7	Form and Type: The Debentures shall be nominative and registered, without issuing certificates. 

  

	4.1.8	Class (Convertibility): The Debentures shall be a simple class and not convertible into the Issuer’s shares. 

  

	4.1.9	Type: The Debentures shall not be preferential, shall not have guarantees and shall be subordinated to the Issuer’s other creditors. 

  

	4.2	Remuneration: Observing Item 4.2.2 below, the Debentures shall be entitled to remuneration (hereinafter referred to as “REMUNERATION”) equal to 100% (one
hundred percent) of the average daily interest rate for “over extra group” Interfinancial Deposit Certificates – CDI, expressed as an annual percentage based on 252 days, calculated and disclosed by the CETIP – Securities Custody
and Liquidation Center, hereinafter referred to as “DI Rate”, plus a spread of 4.0% (four percent) annually, based on 252 days. 

 Such remuneration shall be calculated exponentially and cumulatively on a prorated basis by the number of business days that have elapsed, incurring on the nominal value of the Debentures as of the Issue Date up to the date on which they
are actually paid. 
  

	4.2.1	Valid Period for Remuneration: The remuneration conditions determined above shall have a effective period as of the Issue Date up to the Due Date, during which period of time
no changes shall be made to the remuneration conditions determined in this Issue Deed. 

  

	4.2.2	Formula to Calculate Remuneration: 

 

 
  

			
	In which:	  	 
	 J
	  	= Remuneration amount owed on the Due Date
	 Vne
	  	= Nominal value of Debenture on the Issue Date
	 DI Factor
	  	= product of the DI Rates, of the Issue Date, inclusive, up to the calculation date, exclusive;

 

 
 In which: 

			
	 nDI
	  	= total number of DI rates between the Issue Date (inclusive) and the calculation date, exclusive;

  

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	 TDIk
	  	= DI rate, expressed daily;

 

 
 DIk = DI rate disclosed by CETIP; 
  

			
	 Spread
	  	= 4.0% (four percent) annually, based on 252 days;
	 N
	  	 =       252 days;

	 n
	  	 =       number of business days between the Due Date or the Debenture acquisition date, as per the terms
of Item 5.1 below, and the Issue Date.


  

	4.2.3	Determination of DI Rate: If on the assessment date of the amount of any pecuniary obligation set forth in this Issue Deed the DI rate is unknown that is applicable to determine the
Remuneration due to non-disclosure of the same, as a substitute the same daily rate shall be used that is produced by the last DI rate known plus the spread up to the calculation date, and no financial compensations shall be owed by neither the
Issuer nor the Debenture holders at the time of later disclosure of the DI Rate. 

  

	4.2.3.1	If the lack of disclosing the DI Rate persists for a period of more than 5 (five) days or if the DI Rate may no longer be utilized as a reference to remunerate the Debentures,
whether by substitution of a legal or regulatory standard or whether by no longer being considered as “representative”, the Issuer may determine new remuneration criteria to be utilized as a “Rate to Substitute the DI Rate”,
provided such criteria is approved by at least 50% (fifty percent) of the Debentures in circulation. 

  

	4.2.4	The DI Rate should be utilized considering an identical number of decimal places as disclosed by the agency responsible for its calculation. 

  

	4.3	Early Liquidation Option: The Issuer, at any time and at its own discretion, by forwarding prior communication at least 2 (two) days in advance to each Debenture holder, may
carry out an early liquidation, in whole or in part, of the nominal unit value of the Debentures in circulation. 

 In the event of a partial
early liquidation of the Debentures, the amounts paid as an optional early liquidation by the Issuer as per the terms in this Clause 4.3, shall be prorated for each of the Debentures in circulation. 
  

	4.4	Rollover: The Debentures shall have no rollover. 

  

	4.5	Issuance Limits: As per §4 in Article 60 in Law No. 6.404/76 and since the issuance is a subordinated type of Debentures, the Issuance shall not be bound to the
limits stipulated in the aforementioned Article. 

  

	4.6	Subscription 

  

	4.6.1	Subscription Deadline: The Debentures shall be subscribed to within a deadline of up to 3 (three) years, as of the Issue Date, in compliance with the requirements established
in Items 2.1 and 2.2 of this Deed. 

  

	4.6.2	Subscription Price: The Debentures shall be subscribed to at their nominal value plus the Remuneration calculated on a prorated basis, determined as of the Issue Date until
the actual pay-in date. 

  

	4.6.3	Paying-In: Paying-in shall be carried out in cash at the time of subscription in Brazilian national currency. 

  

	4.7	Payment Conditions 

  

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	4.7.1	Payment Method: The payments to which the Debentures are entitled shall be made directly by the Issuer at its headquarters or through a financial institution indicated to the
debenture holders. 

  

	4.7.2	Extending Deadlines: Any deadlines for the payments or events mentioned in this Deed, including by the debenture holders in regard to payment of the subscription price, are
extended up to the first subsequent business day, in the event the deadline for compliance with the obligation or event coincides with a day on which there is no commerce open or a there is a bank holiday in the City of Rio de Janeiro, State of Rio
de Janeiro, Brazil, or in the City of São Paulo, State of São Paulo, Brazil, with no increase to the amounts to be paid. 

  

	4.7.3	Default Charges: In the event of a delay in paying any amount owed to the debenture holders, the debts due and unpaid by the Issuer shall be subject to a non-compensatory
fine of 2% (two percent) and default interest of 1% (one percent) per month, and both shall be calculated on the amounts in default plus the Remuneration owed as per the terms of this Deed, as of the default date until the actual payment date,
regardless of any notice, notification or judicial or extrajudicial interpellation. 

  

	4.7.4	Loss of Rights to Increases: Without prejudice to the provisions in the previous item, if the debenture holder does not present himself to receive the amount corresponding to
any of the Issuer’s obligations on the dates set forth in this Deed or in a notification published by the Issuer, the same shall not be entitled to receive any remunerations and/or default charges for the default period; however, the same shall
be ensured the rights acquired up to the date of the respective due date. 

 CLAUSE V – PURCHASE OF THE SECURITIES BY
THE ISSUER 
  

	5.1	Optional Acquisition: The Issuer may, at any time, acquire Debentures from this Issuance in circulation for a price not greater than their nominal unit value, plus the
prorated Remuneration, observing the provisions in §2 in Article 55 in Law No. 6.404/76. The Debentures in such acquisition may be cancelled, remain in the Issuer’s treasury or be alienated by the Issuer, observing the precepts set
forth in law. 

 CLAUSE VI – COMMUNICATIONS 
  

	6.1	Publicity: All acts and decision of any type that involve the interests of the debenture holders must be communicated in notices in the national edition of the newspaper Valor
Econômico. 

 CLAUSE VII – ISSUER’S DECLARATIONS 
  

	7.1	The Issuer hereby declares that: 

  

	a)	It is a commercial company duly organized, established and exists according to Brazilian laws; 


	b)	The people as representatives that sign this Issue Deed have the power to do so; 


	c)	All company authorizations necessary to enter into this Issue Deed and to comply with all obligations assumed in this Issue Deed were obtained and are currently valid, effective and
in full force and effect; 


	d)	This Issue Deed constitutes the Issuer’s enforceable, valid and effective obligation; 


	e)	The Issuer’s Financial Statements on September 30, 2008 correctly represent the Issuer’s financial status on such dates and were duly prepared in compliance with the
Good Accounting Practices accepted in Brazil; 


	f)	The Issuer, according to its understanding, is in compliance with the laws, regulations and administrative standards and determinations made by government agencies, autarchies and
courts, applicable to conducting its business. 

 CLAUSE VIII – GENERAL PROVISIONS 
  

	8.1	Waiver: There is no presumption that any of the rights resulting from the present Deed have been waived. Thus, no delay, omission or generosity in exercising any right,
option or remedy appropriate for the debenture holders due to any default by the Issuer shall prejudice the exercising of such rights, options or remedies, or shall be interpreted as constituted a waiver of the same or agreement with such default,
or constitute novation or precedent in relation to any other default or delay. 

  

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	8.2	Amendments: The present instrument as well as any terms and conditions related to the Debentures, whether or not essential, may only be amended with the approval of the
debenture holders representing at least 50% of the Debentures in circulation. 

  

	8.3	Applicable Legislation and Court Jurisdiction: The present Deed shall be governed by the laws in the Federative Republic of Brazil, the court jurisdiction in the City of Rio
de Janeiro, State of Rio de Janeiro, Brazil, is hereby elected to settle any doubts or controversies arising from this Deed, with express waiver of any other, however privileged. 

 THE PRESENT DEED IS SIGNED IN 2 (TWO) COPIES OF EQUAL CONTENT AND FORM IN THE PRESENCE OF THE UNDERSIGNED WITNESSES. 
 Rio de Janeiro, December 11, 2008 
 Signatures: 
 /s/
[Signature]                                 
 TELEMAR NORTE LESTE S.A. 
 WITNESSES: 
 /s/ Eduardo [illegible] Coelho         
 Name: Eduardo [illegible] Coelho 
 CPF/MF No.: 220.075.558-22 
 /s/ Marcella Abdelary                     
 Name: Marcella Abdelary 
 CPF/MF No.: 00.984.207-88 
  

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 TELEMAR NORTE LESTE S.A. 
 CNPJ 33.000.118/0001-79 
 Rua General Polidoro, 99, Bairro Botafogo

 Rio de Janeiro, RJ, Brazil, CEP: 22280-0004 
 Date: 3/12/2009
                                         
           No. 0003 
 NON-CONVERTIBLE DEBENTURE SUBSCRIPTION BULLETIN 

 ISSUANCE CHARACTERISTICS 
  
 Private issue of 35,000 debentures not convertible into shares, in a Single Series from the 3rd Issuance, with a nominal unit price of R$100,000.00 (one hundred thousand reais) on the issue date of 12/11/2008, all registered, subordinated and not convertible into shares as per the decision by the AGE on
12/9/2008, in the total amount of R$3,500,000,000.00 (three billion and five hundred million reais), whose characteristics are set forth in the Issue Deed dated 12/11/2008. 

 SUBSCRIBER’S DATA 
  

													
	 Company
Name:
 14 BRASIL TELECOM CELULAR S.A.
	  	 	  	 CNPJ No.:

 05.423.963/0001-11

	 Address:
 ST SIA SUL – AREA ESPECIAL D
	  		  	 No.
 s/n
	  		  	 Additional:
 Block B
 Ground Floor
 Part A


	 District:
 Guara
	  	 CEP:
 71.215-000
	  	 City:
 Brasilia
	  	State	  	 	  	 Country:
 Brazil
	  	 

 DEBENTURES SUBSCRIBED 
  

							
	ISSUANCE/SERIES	  	QUANTITY	  	 UNIT
 SUBSCRIPTION
 PRICE
	  	 TOTAL AMOUNT
 TO PAY

	 3rd / Single
	  	2,884.7635613	  	R$103,994.66	  	R$300,000,000.00

 PAYMENT METHOD 
  

							
	In Current Account    
No.    
	 	Bank No.                    	 	Branch No.                    
	 	 Subscription Method                
 CASH                

	4783-X    	 	001                    	 	1755-8                    	 	 

 The subscription credit amount should be made in the name of Telemar Norte Leste S/A – CNPJ
33.000.118/0001-79, by means of a TED bank operation. 
  
 I hereby declare for all due purposes that I am in agreement with the conditions expressed in the present bulletin, as
well as informed about the Private Deed for the Third Private Debenture Issuance of a Subordinated Type by Telemar Norte Leste S/A on 12/11/2008. 
 Rio de Janeiro, March 12, 2009 
 /s/
[Signature]                                      
       
 14 BRASIL TELECOM CELULAR S.A. 
 CNPJ 05.423.963/0001-11 

 RECEIPT 
  

			
	 We have received from the subscriber the
amount of R$300,000,000.00 (three hundred million reais) for paying-in the amount indicated in this bulletin.
	 	 /s/ [Signature]                                
 TELEMAR NORTE LESTE S/A
 CNPJ 33.000.118/0001-79



  

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 TELEMAR NORTE LESTE S.A. 
 CNPJ 33.000.118/0001-79 
 Rua General Polidoro, 99, Bairro Botafogo

 Rio de Janeiro, RJ, Brazil, CEP: 22280-0004 
 Date:
2/17/2009                                        
            No. 0002 
 NON-CONVERTIBLE DEBENTURE SUBSCRIPTION BULLETIN

 ISSUANCE CHARACTERISTICS 
  
 Private issue of 35,000 debentures not convertible into shares, in a Single Series from the 3rd Issuance, with a nominal unit price of R$100,000.00 (one hundred thousand reais) on the issue date of 12/11/2008, all registered, subordinated and not convertible into shares as per the decision by the AGE on
12/9/2008, in the total amount of R$3,500,000,000.00 (three billion and five hundred million reais), whose characteristics are set forth in the Issue Deed dated 12/11/2008. 

 SUBSCRIBER’S DATA 
  

													
	 Company
Name:
 BRASIL TELECOM PARTICIPAÇÕES S.A.
	  	 	  	 CNPJ No.:

 02.570.688/0001-70

	 Address:
 ST SIA SUL – AREA ESPECIAL D
	  		  	 No.
 s/n
	  		  	 Additional:
 Block B
 Part B

	 District:
 Guara
	  	 CEP:
 71.215-000
	  	 City:
 Brasilia
	  	State	  	 	  	 Country:
 Brazil
	  	 

 DEBENTURES SUBSCRIBED 
  

							
	ISSUANCE/SERIES	  	QUANTITY	  	 UNIT
 SUBSCRIPTION
 PRICE
	  	 TOTAL AMOUNT
 TO PAY

	 3rd / Single
	  	11,648.1162327	  	R$103.020,95	  	R$1,200,000,000.00

 PAYMENT METHOD 
  

							
	In Current Account    
No.    
	 	Bank No.                    	 	Branch No.                    
	 	 Subscription Method                
 CASH                

	4783-X    	 	001                    	 	1755-8                    	 	 

 The subscription credit amount should be made in the name of Telemar Norte Leste S/A – CNPJ
33.000.118/0001-79, by means of a TED bank operation. 
  
 I hereby declare for all due purposes that I am in agreement with the conditions expressed in the present bulletin, as
well as informed about the Private Deed for the Third Private Debenture Issuance of a Subordinated Type by Telemar Norte Leste S/A on 12/11/2008. 
 Rio de Janeiro, February 17, 2009 
 /s/
[Signature]                                      
               
 BRASIL TELECOM PARTICIPAÇÕES S.A.

 CNPJ 02.570.688/0001-70 

 RECEIPT 
  

			
	 We have received from the subscriber the
amount of R$1,2000,000,000.00 (one billion and two hundred million reais) for paying-in the amount indicated in this bulletin.
	 	 /s/ [Signature]                                
 TELEMAR NORTE LESTE S/A
 CNPJ 33.000.118/0001-79



  

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